BRIGHTPOINT INC
RESTRICTED STOCK UNIT AWARD AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>c88820exv10w2.txt
<DESCRIPTION>RESTRICTED STOCK UNIT AWARD AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.2


                                RESTRICTED STOCK
                              UNIT AWARD AGREEMENT

         This Restricted Stock Unit Award Agreement ("Agreement") is made as of
August 13, 2004 ("Date of Grant"), by Brightpoint, Inc., an Indiana Corporation
(the "Company" or "Brightpoint") and Lisa M. Kelley (the "Grantee"). Pursuant to
this Agreement the Grantee is receiving a restricted stock unit Award ("Award")
under the Company's 2004 Long-Term Incentive Plan, as may be amended from time
to time (the "Plan"). The Award is a grant of twelve thousand (12,000)
Brightpoint Restricted Stock Units (the "Restricted Stock Units"). Each
Restricted Stock Unit represents the right to receive one common share of the
Company subject to the fulfillment of the vesting conditions set forth in this
Agreement. The Award constitutes an Other Stock-Based Award under the Plan, and
is being submitted to Grantee in accordance with section 10(b)(v) of the Plan.
It is a condition to Grantee receiving the Award that Grantee accept the terms,
conditions and restrictions applicable to the Restricted Stock Units as set
forth in this Agreement.

         The terms of the Award are as set forth in this Agreement and in the
Plan. The Plan is incorporated into this Agreement by reference, which means
that this Agreement is limited by and subject to the express terms and
provisions of the Plan. In the event of a conflict between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall control.
Capitalized terms that are not defined in this Agreement have the meanings given
to them in the Plan.

                  NOW, THEREFORE, in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the Company
hereby awards Restricted Stock Units to Grantee on the following terms and
conditions:

                  1. Award of Restricted Stock Units. The Company hereby grants
to Grantee twelve thousand (12,000) Restricted Stock Units subject to the terms
and conditions set forth below.

                  2. Restrictions. The Restricted Stock Units are being awarded
to Grantee subject to the transfer and forfeiture conditions set forth below
(the "Restrictions") which shall lapse, if at all, as described in Section 3
below. For purposes of this Award, the term Restricted Stock Units includes any
additional Restricted Stock Units granted to the Grantee with respect to
Restricted Stock Units still subject to the Restrictions.

                         a.   Grantee may not directly or indirectly, by
                              operation of law or otherwise, voluntarily or
                              involuntarily, sell, assign, pledge, encumber,
                              charge or otherwise transfer any of the Restricted
                              Stock Units still subject to Restrictions. The
                              Restricted Stock Units shall be forfeited if
                              Grantee violates or attempts to violate the
                              Restrictions.

                         b.   Any Restricted Stock Units still subject to the
                              Restrictions shall be automatically forfeited upon
                              the Grantee's termination of employment with
                              Brightpoint or a Subsidiary for any reason, other
                              than death, Disability or Retirement.





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                         c.   If Grantee engages, directly or indirectly, in any
                              activity which is in competition with any activity
                              of Brightpoint or any Subsidiary, or in any action
                              or conduct which is in any manner adverse or in
                              any way contrary to the interests of Brightpoint
                              or any Subsidiary, all Restricted Stock Units
                              shall be forfeited. This determination shall be
                              made by the Compensation and Human Resources
                              Committee of the Company's Board of Directors (the
                              "Committee").

         The Company will not be obligated to pay Grantee any consideration
whatsoever for forfeited Restricted Stock Units.

                  3.     Lapse of Restrictions.

                         a.   The Restrictions applicable to the Restricted
                              Stock Units shall lapse, as long as the Restricted
                              Stock Units have not been forfeited as described
                              in Section 2 above, as follows:

                              (i)    As to four thousand (4,000) Restricted
                                     Stock Units, one year from the date hereof;

                              (ii)   As to four thousand (4,000) Restricted
                                     Stock Units, two years from the date
                                     hereof;

                              (iii)  As to four thousand (4,000) Restricted
                                     Stock Units, three years from the date
                                     hereof;

                              (iv)   As to all of the remaining Restricted Stock
                                     Units upon a Change in Control of the
                                     Company (as defined by the Plan);

                              (v)    As to all of the remaining Restricted Stock
                                     Units upon termination of Grantee's
                                     employment by Brightpoint or a Subsidiary
                                     due to the Disability of the Grantee;

                              (vi)   As to all of the remaining Restricted Stock
                                     Units if the Grantee dies.

                              (vii)  As to all of the remaining Restricted Stock
                                     Units upon the Retirement of the Grantee.

                         b.   To the extent the Restrictions lapse under this
                              Section 3 with respect to the Restricted Stock
                              Units, they will be free of the terms and
                              conditions of this Award.

                  4. Adjustments. If the number of outstanding Common Shares is
changed as a result of stock dividend, stock split or the like without
additional consideration to the Company, the number of Restricted Stock Units
subject to this Award shall be adjusted to correspond to the change in the
outstanding Common Shares.



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                  5. Delivery of Certificates. Upon the lapse of Restrictions
applicable to the Restricted Stock Units, the Company shall deliver to the
Grantee a certificate representing a number of Common Shares equal to the number
of Restricted Stock Units upon which such Restrictions have lapsed.

                  6. Withholding Taxes. The Company is entitled to withhold an
amount equal to Brightpoint's required minimum statutory withholdings taxes for
the respective tax jurisdiction attributable to any Common Share or property
deliverable in connection with the Restricted Stock Units. Grantee may satisfy
any withholding obligation in whole or in part by electing to have Brightpoint
retain Common Shares deliverable in connection with the Restricted Stock Units
having a Fair Market Value on the date the Restrictions applicable to the
Restricted Stock Units lapse equal to the minimum amount required to be
withheld. "Fair Market Value" for this purpose shall be determined in accordance
with the terms of the Plan.

                  7. Voting and Other Rights.

                         a.   Grantee shall have no rights as a shareholder of
                              the Company in respect of the Restricted Stock
                              Units, including the right to vote and to receive
                              dividends and other distributions (except as
                              otherwise provided in Section 4 of this
                              Agreement), until delivery of certificates
                              representing Common Shares in satisfaction of the
                              Restricted Stock Units.

                         b.   The grant of Restricted Stock Units does not
                              confer upon Grantee any right to continue in the
                              employ of the Company or a Subsidiary or to
                              interfere with the right of the Company or a
                              Subsidiary, to terminate Grantee's employment at
                              any time.

                  8. Nature of Award. By entering into this Agreement, the
Grantee acknowledges his or her understanding that the grant of Restricted Stock
Units under this Agreement is completely at the discretion of Brightpoint, and
that Brightpoint's decision to make this Award in no way implies that similar
awards may be granted in the future. In addition, the Grantee hereby
acknowledges that he or she has entered into employment with Brightpoint or a
Subsidiary upon terms that did not include this Award or similar awards, that
his or her decision to continue employment is not dependent on an expectation of
this Award or similar awards, and that any amount received under this Award is
considered an amount in addition to that which the Grantee expects to be paid
for the performance of his or her services.

                  9. Funding. No assets or Common Shares shall be segregated or
earmarked by the Company in respect of any Restricted Stock Units awarded
hereunder. The grant of Restricted Stock Units hereunder shall not constitute a
trust and shall be solely for the purpose of recording an unsecured contractual
obligation of the Company.

                  10. Registration. The Company has filed a registration
statement with the Securities and Exchange Commission with respect to the Common
Shares subject to the Award. The Company intends to maintain the effectiveness
of the registration statement, but has no obligation to do so. If the
registration statement is not effective, Grantee will not be able to





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transfer or sell the shares issued to Grantee pursuant to this Award unless
exemptions from registration under the applicable securities laws are available.
Such exemptions from registration are very limited and might be unavailable.
Grantee agrees that any resale by Grantee of the Common Shares issued pursuant
to the Award shall comply in all respects with the requirements of all
applicable securities laws, rules and regulations (including, without
limitation, the provisions of the Securities Act, the Exchange Act and the
respective rules and regulations promulgated thereunder) and any other law, rule
or regulation applicable thereto, as such laws, rules and regulations may be
amended from time to time. The Company shall not be obligated to either issue
the Common Shares subject to the Award, or permit the resale of any Common
Shares subject to the Plan, if such issuance or resale would violate any such
requirements.

                  11. Governing Law. All questions concerning the construction,
validity and interpretation of this Agreement shall be governed by and construed
according to the internal law and not the law of conflicts of the State of
Indiana.

                  12. Waiver. The failure of the Company to enforce at any time
any provision of this Award shall in no way be construed to be a waiver of such
provision or any other provision hereof.

                  13. Actions by the Committee. The Committee may delegate its
authority to administer this Agreement. The actions and determinations of the
Committee or delegate shall be binding upon the parties.

                  14. Acceptance of Terms and Conditions. By accepting this
Award within 30 days after the date of your receipt of this Agreement, you agree
to be bound by the foregoing terms and conditions, the Plan and any and all
rules and regulations established by Brightpoint in connection with awards
issued under the Plan. If you do not accept this Award within 30 days of your
receipt of this Agreement, you will not be entitled to the Restricted Stock
Units.

                  15. Plan Documents. The Plan is available from the Company's
corporate headquarters at 501 Airtech Parkway, Plainfield, Indiana 46168,
Attention Steven E. Fivel, Executive Vice President, General Counsel and
Secretary.


                                                /s/ Lisa M. Kelley
                                                -----------------------------
                                                LISA M. KELLEY
                                                Date:  October 5, 2004

                                                BRIGHTPOINT, INC.


                                                By: /s/ Robert J. Laikin
                                                    -------------------------
                                                    Name: Robert J. Laikin
                                                    Title: CEO
                                                    Date: 10/12/04




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