Global Signal Inc. Form of Restricted Shares Award Agreement

Exhibit 10.1

Global Signal Inc.

Form of Restricted Shares Award Agreement

This Restricted Shares Award Agreement (the “Agreement”), executed as of June 30, 2006, is entered into by and between Global Signal Inc., a Delaware Corporation with its principal office at 301 North Cattleman Road, Suite 300, Sarasota, Florida 34232 (the “Corporation”), and              (“Employee”).

WHEREAS, the Corporation has established the Global Signal Inc. Omnibus Stock Incentive Plan (the “Plan”), a copy of which may be obtained by written or telephonic request to the Corporation’s Secretary, and which Plan is made a part hereof;

WHEREAS, the Employee is a valued and trusted employee of the Corporation and the Corporation believes it to be in the best interests of the Corporation to secure the future services of the Employee by providing the Employee with an inducement to remain an employee of the Corporation or any of its affiliates or subsidiaries and through the grant of shares of common stock, par value $0.01 per share, of the Corporation (the “Common Stock”); and

WHEREAS, on June 15, 2006, the Compensation Committee of the Board of Directors of the Corporation determined that the Employee be granted shares of the Common Stock subject to the restrictions stated below and as hereinafter set forth;

NOW, THEREFORE, in consideration of the covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1

In the event Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code, the vesting of the Restricted Stock shall be delayed in accordance with the provisions of such section to the extent necessary or appropriate to avoid adverse tax consequences under Section 409A of the Code.

For the purposes this Agreement (A) “Cause” shall have the meaning set forth in the Plan and (B) “Good Reason” shall mean the occurrence, without the express prior written consent of Employee, of any of the following circumstances, unless such circumstances are fully corrected by the Corporation within thirty (30) days following written notification by Employee (which written notice must be delivered within thirty (30) days of the Employee’s becoming aware of the occurrence of such circumstances) that he or she intends to terminate his or her employment for one of the reasons set forth below: (1) the failure by the Corporation to pay to Employee any portion of Employee’s current compensation within thirty (30) days of the date such compensation is due; or (2) a failure by the Corporation to comply with any material provision of this Agreement.

2

THE SHARES REPRESENTED BY THIS STOCK CERTIFICATE HAVE BEEN GRANTED AS RESTRICTED STOCK. WITHOUT THE PRIOR WRITTEN CONSENT OF THE CORPORATION, THE SHARES REPRESENTED BY THIS STOCK CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF UNLESS THE RESTRICTIONS SET FORTH IN THE UNVESTED STOCK AWARD AGREEMENT BETWEEN THE REGISTERED HOLDER OF THESE SHARES AND THE CORPORATION SHALL HAVE LAPSED.

The Corporation may endorse such legend or legends upon the stock certificates for Restricted Stock and may issue such “stop transfer” instructions to its transfer agent in respect of such Restricted Stock as, in its discretion, it determines to be necessary or appropriate to: (i) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act of 1933, as amended; and (ii) implement the provisions of the Agreement and any agreement between the Corporation and the Employee.

3

Set forth below is a brief summary as of the Grant Date of certain United States federal tax consequences of the award of Restricted Stock. THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO THE EMPLOYEE. THE EMPLOYEE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT REGULATIONS, WE ADVISE YOU THAT, UNLESS OTHERWISE EXPRESSLY INDICATED, ANY FEDERAL TAX ADVICE CONTAINED IN THIS RESTRICTED SHARES AWARD AGREEMENT WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (I) AVOIDING TAX-RELATED PENALTIES UNDER THE CODE OR (II) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TAX-RELATED MATTERS ADDRESSED HEREIN.

Unless the Employee has filed a Section 83(b) election as discussed below, the Employee shall recognize ordinary income at the time or times the Restricted Stock vests in an amount equal to the fair market value of such shares on each such date.

The Employee hereby acknowledges that he or she has been informed that, with respect to the grant of Restricted Stock, an election may be filed by the Employee with the Internal Revenue Service, within 30 days of the Grant Date, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of the Restricted Stock as of the Grant Date.

THE EMPLOYEE ACKNOWLEDGES THAT IT IS THE EMPLOYEE’S SOLE RESPONSIBILTY AND NOT THE CORPORATION’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE EMPLOYEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE EMPLOYEE’S BEHALF.

BY SIGNING THIS AGREEMENT, THE EMPLOYEE REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE

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FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE CORPORATION OR ANY OF ITS AGENTS. THE EMPLOYEE UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE CORPORATION) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5

6

IN WITNESS WHEREOF, the Corporation has caused this instrument to be executed by a duly authorized officer and the Employee has hereunto affixed his or her hand the day and year first above written.

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EXHIBIT A

STOCK POWER

FOR VALUE RECEIVED,                          (“Employee”), hereby sells, assigns, transfers and conveys unto                         ,              shares of the Common Stock, par value $0.01 per share, of Global Signal Inc., a Delaware corporation (the “Company”), standing in Employee’s name on the books of the Company represented by Certificate No.              herewith, and do hereby irrevocably constitute and appoint                          attorney to transfer the said stock on the books of the Company with full power of substitution in the premises. The authority granted by this Stock Power shall be limited (i) to the shares of Restricted Stock granted to Employee in accordance with the Restricted Shares Award Agreement between the Company and Employee, dated as of June 30, 2006, to which this Stock Power is “Exhibit A” (the “Agreement”) and (ii) to exercise solely in the accordance with the provisions of the Agreement, including Section 5 thereof.