UNIVERSAL COMPRESSION HOLDINGS, INC. RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT
EXHIBIT 10.1
UNIVERSAL COMPRESSION HOLDINGS, INC. RESTRICTED STOCK PLAN
Grantee:
|
(FName ) (LName ) | |
Total Shares Subject to
Restricted Stock Award:
|
(RS) | |
Date of Award:
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June 12, 2007 | |
Vesting Commencement Date:
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June 12, 2007 | |
Expiration of the
Restriction Period:
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June 12, 2010 |
1. Issuance of Stock. The Company hereby agrees to issue to the grantee named above
(the “Grantee”), the shares of Common Stock set forth above as the Total Shares subject to
the Restricted Stock Award (the “Shares”), in accordance with this Restricted Stock
Agreement (the “Agreement”) and subject to the terms and conditions of the Universal
Compression Holdings, Inc. Restricted Stock Plan (the “Plan”), which are incorporated
herein by reference. Unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed to them in the Plan.
2. Forfeiture; Company’s Cancellation Right. Upon any termination of the Grantee’s
Continuous Service before all of the Shares are released from the Forfeiture Restrictions described
in Section 3 of this Agreement, the Company shall have the right (the “Cancellation
Right”), exercisable at any time during the ninety (90) day period (the “Cancellation
Period”) following the date of termination of the Grantee’s Continuous Service (the
“Termination Date”), to cancel, without any additional consideration, all or any portion of
the Shares in which the Grantee is not, as of the Termination Date, vested in accordance with the
provisions of Section 3 of this Agreement (the “Unvested Shares”). The Cancellation Right
shall be exercisable by written notice delivered to the Grantee and any recipient of a Permitted
Transfer (as defined in Section 3 of this Agreement) of Unvested Shares prior to the expiration of
the Cancellation Period. The notice shall indicate the number of Unvested Shares to be cancelled.
The cancellation shall be effective immediately after giving of notice in accordance with the terms
of this Agreement without any further action on the part of the Grantee. The certificates
representing the shares so cancelled shall be promptly delivered to Company, but failure to deliver
such certificates shall not affect the effectiveness of such cancellation. The Cancellation Right
shall terminate with respect to any Unvested Shares for which it is not exercised during the
Cancellation Period. In addition, the Cancellation Right shall terminate and cease to be
exercisable by the Company with respect to any and all Shares which are released from the
Forfeiture Restrictions described in Section 3 of this Agreement.
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3. Forfeiture Restrictions; Vesting.
(a) The Grantee may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of
any of the Unvested Shares, or any right or interest therein, before the Expiration of the
Restriction Period set forth on the first page of this Agreement or any other lapse of the
Forfeiture Restrictions under this Agreement, except only with respect to (i) a gratuitous transfer
with the prior written consent of the Company or (ii) a transfer of title effected pursuant to
Grantee’s will or the laws of intestate succession following Grantee’s death (in either such case,
a “Permitted Transfer”).
(b) The Shares shall vest and the Forfeiture Restrictions with respect to such Shares shall
lapse on each anniversary of the Vesting Commencement Date as set forth on the first page of this
Agreement, if at each such anniversary of the Vesting Commencement Date the Grantee’s Continuous
Service has not terminated, as follows:
| (i) | thirty-three and one-third percent (33 1/3%) of the Shares shall vest on the first anniversary of the Vesting Commencement Date; | ||
| (ii) | an additional thirty-three and one-third percent (33 1/3%) of the Shares shall vest on the second anniversary of the Vesting Commencement Date; and | ||
| (iii) | the remaining Shares shall vest on the third anniversary of the Vesting Commencement Date. |
If an installment of the release of shares from the Forfeiture Restrictions covers a fractional
Share, such installment will be rounded to the next higher Share, except the final installment,
which will be for the balance of the Shares.
(c) The Forfeiture Restrictions may lapse, and the Unvested Shares may become vested and
released from the Cancellation Right, earlier than the times stated above in accordance with the
provisions of Section 4(c) of the Plan.
4. Federal Restrictions on Transfer. The Grantee understands that, regarding any of
the Shares that may become transferable because of the lapse of Forfeiture Restrictions, the
Company is under no obligation to register any resale of the Shares and that an exemption may not
be available or may not permit the Grantee to resell or transfer any of the Shares in the amounts
or at the times proposed by the Grantee. The Grantee hereby acknowledges that the Grantee is
prepared to hold the Shares for an indefinite period and that the Grantee is aware of the
requirements of Rule 144 and other exemptions from the registration requirements of the Securities
Act. Subject to the other provisions of this Agreement, if the Shares have not been registered
under the Securities Act, the Grantee shall make no disposition of the Shares (other than a
Permitted Transfer) unless and until there is compliance with all of the following requirements:
(a) The Grantee shall have furnished the Company with a written summary of the terms and
conditions of the proposed disposition.
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(b) The Grantee shall have complied with all requirements of this Agreement applicable to the
disposition of the Shares.
(c) The Grantee shall have provided the Company with written assurances, in form and substance
satisfactory to the Company, that (i) the proposed disposition does not require registration of the
Shares under the Securities Act or (ii) all appropriate action necessary for compliance with the
registration requirements of the Securities Act or any exemption from registration available under
the Securities Act (including Rule 144) has been taken.
5. Stockholder Rights. Until such time as the Company exercise its Cancellation
Right, the Grantee shall have all the rights of a stockholder with respect to the Unvested Shares,
including without limitation, the right to vote the Unvested Shares and the right to receive any
cash dividends declared thereon, subject however, to the restrictions contained in this Agreement
and the provisions of Section 4(b) of the Plan relating to the dissolution or liquidation of the
Company.
6. Capital Adjustments and Corporate Events. If, from time to time during the term of
the Restriction Period, there is (i) any capital adjustment affecting the outstanding Common Stock
as a class without the Company’s receipt of consideration, the Unvested Shares shall be adjusted in
accordance with the provisions of Section 4(a) of the Plan or (ii) a Change in Control, the
Unvested Shares shall be subject to the provisions of Section 4(c) of the Plan. Any and all new,
substituted or additional securities to which the Grantee may be entitled by reason of the
Grantee’s ownership of the Unvested Shares hereunder because of a capital adjustment shall be
immediately subject to the Company’s Cancellation Right and included thereafter as “Unvested
Shares” for purposes of this Agreement. The foregoing to the contrary notwithstanding, the
consummation of the merger of the Company and Hanover Compressor Company, pursuant to the Agreement
and Plan of Merger among Hanover Compressor Company, the Company, Iliad Holdings, Inc., Xxxxxx Sub,
Inc. and Xxxxxxx Sub, Inc., dated as of February 5, 2007, as amended, shall not constitute, qualify
as or otherwise result in a Change in Control event with respect to the Shares granted under this
Agreement.
7. Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or the Plan, or (ii) to treat as owner of such Shares, or accord the right to
vote or pay or deliver dividends or other distributions to, any purchaser or other transferee to
whom or which such Shares shall have been so transferred.
8. Legends.
(a) If the Shares have not been registered under the Securities Act, the stock certificates
for all of the Shares shall be endorsed with the following restrictive legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT,
(B) A ‘NO ACTION’ LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO
SUCH SALE OR OFFER
OR (C) SATISFACTORY ASSURANCES TO THE ISSUER THAT REGISTRATION UNDER SUCH ACT IS NOT
REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.
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(b) In addition to the legend referenced to above, the certificate or certificates evidencing
the Unvested Shares, if any, issued hereunder shall be endorsed with the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN CANCELLATION
RIGHTS GRANTED TO THE ISSUER AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF THAT
CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF
THESE SHARES. A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE ISSUER’S PRINCIPAL
CORPORATE OFFICES.
9. Tax Consequences. The Grantee has reviewed with the Grantee’s own tax advisors the
federal, state, and local tax consequences of this investment and the transactions contemplated by
this Agreement. The Grantee is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Grantee understands that the Grantee (and
not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a
result of the transactions contemplated by this Agreement. The Grantee understands that Section 83
of the Code taxes as ordinary income the difference between the purchase price, if any, for the
Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse.
In this context, “restriction” includes the Forfeiture Restrictions and the right of the Company to
repurchase the Unvested Shares pursuant to the Forfeiture Repurchase Option. The Grantee
understands that the Grantee may elect to be taxed at the time the Shares are awarded rather than
when and as the restrictions lapse by filing an election under Section 83(b) of the Code with the
Internal Revenue Service within 30 days from the Date of Award. THE GRANTEE ACKNOWLEDGES THAT IT
IS THE GRANTEE’S SOLE RESPONSIBILITY (AND NOT THE COMPANY’S) TO FILE TIMELY THE ELECTION UNDER
SECTION 83(B), EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON THE GRANTEE’S BEHALF.
10. Withholding of Taxes. At the time and to the extent vested Shares become
compensation income to the Grantee for federal or state income tax purposes, the Grantee either
shall deliver to the Company such amount of money as required to meet the Company’s minimum
obligation under applicable tax laws or regulations, or, in lieu of cash, the Grantee, in his sole
discretion, may elect to surrender, or direct the Company to withhold from the vested Shares,
shares of Common Stock (valued at their Fair Market Value on the date of surrender or withholding
of such shares) in such number as necessary to satisfy either (i) the Company’s minimum tax
withholding obligations or (ii) the Grantee’s tax obligation as anticipated by the Grantee, by
reason of such compensation income, whichever the Grantee elects.
11. Entire Agreement; Governing Law. The Plan and this Agreement constitute the
entire agreement of the Company and the Grantee (collectively, the “Parties”) with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
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Parties with respect to the subject matter hereof, and may not be modified adversely to the
Grantee’s interest except by means of a writing signed by the Parties. Nothing in the Plan and
this Agreement (except as expressly provided therein or herein) is intended to confer any rights or
remedies on any person other than the Parties. The Plan and this Agreement are to be construed in
accordance with and governed by the internal laws of the State of Texas, without giving effect to
any choice-of-law rule that would cause the application of the laws of any jurisdiction other than
the internal laws of the State of Texas to the rights and duties of the Parties. Should any
provision of the Plan or this Agreement relating to the Shares be determined by a court of law to
be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law
and the other provisions shall nevertheless remain effective and shall remain enforceable.
12. Interpretive Matters. Whenever required by the context, pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular
shall include the plural, and vice versa. The term “include” or “including” does not denote or
imply any limitation. The term “business day” means any Monday through Friday other than such a
day on which banks are authorized to be closed in the State of Texas. The captions and headings
used in this Agreement are inserted for convenience and shall not be deemed a part of the
Restricted Stock Award or this Agreement for construction or interpretation.
13. Dispute Resolution. The provisions of this Section 13 shall be the exclusive
means of resolving disputes of the Parties (including any other persons claiming any rights or
having any obligations through the Company or the Grantee) arising out of or relating to the Plan
and this Agreement. The Parties shall attempt in good faith to resolve any disputes arising out of
or relating to the Plan and this Agreement by negotiation between individuals who have authority to
settle the controversy. Negotiations shall be commenced by either Party by a written statement of
the Party’s position and the name and title of the individual who will represent the Party. Within
thirty (30) days of the written notification, the Parties shall meet at a mutually acceptable time
and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If
the dispute has not been resolved by negotiation, the Parties agree that any suit, action, or
proceeding arising out of or relating to the Plan or this Agreement shall be brought in the United
States District Court for the Southern District of Texas (or should such court lack jurisdiction to
hear such action, suit or proceeding, in a Texas state court in Xxxxxx County, Texas) and that the
Parties shall submit to the jurisdiction of such court. The Parties irrevocably waive, to the
fullest extent permitted by law, any objection a Party may have to the laying of venue for any such
suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY
HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more
provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the
specific intent of the Parties that such provisions shall be modified to the minimum extent
necessary to make it or its application valid and enforceable.
14. Notice. Any notice or other communication required or permitted hereunder shall
be given in writing and shall be deemed given, effective, and received upon prepaid delivery in
person or by courier or upon the earlier of delivery or the third business day after deposit in the
United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other
Party at its address as shown beneath its signature in this Agreement, or to such other address as
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such Party may designate in writing from time to time by notice to the other Party in
accordance with this Section 14.
| UNIVERSAL COMPRESSION HOLDINGS, INC. | ||||
| By: | ||||
| Xxxxxxx X. Xxxxxx | ||||
| Title: | President & Chief Executive Officer | |||
| Address: | 0000 Xxxxxxxxxx Xxxx | |||
| Xxxxxxx, Xxxxx 00000 | ||||
| X.X.X. | ||||
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE FORFEITURE RESTRICTIONS AND THE COMPANY’S CANCELLATION
RIGHT WITH RESPECT TO THE SHARES SUBJECT TO THE RESTRICTED STOCK AWARD SHALL LAPSE, IF AT ALL, ONLY
DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED OR BEING
GRANTED THE RESTRICTED STOCK AWARD). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN
THIS AGREEMENT OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR
CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE’S RIGHT OR THE RIGHT OF THE GRANTEE’S EMPLOYER TO TERMINATE THE GRANTEE’S CONTINUOUS
SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS
THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY OR AN AFFILIATE TO THE COMPANY THAT
PROVIDES OTHERWISE, THE GRANTEE’S STATUS IS AT-WILL. The Grantee acknowledges receipt of a copy of
the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby
accepts the Restricted Stock Award subject to all of the terms and provisions hereof and thereof.
The Grantee has reviewed this Agreement and the Plan in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Agreement, and fully understands all
provisions of this Agreement and the Plan. The Grantee hereby agrees that all disputes arising out
of or relating to this Agreement and the Plan shall be resolved in accordance with Section 13 of
this Agreement. The Grantee further agrees to notify the Company upon any change in the address
for notice indicated in this Agreement.
DATED:
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SIGNED: | |||||
| Grantee: (FName ) (LName ) | ||||||
| Address: | ||||||
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