BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. REGULAR RESTRICTED STOCK AWARD AGREEMENT
EXHIBIT
4.3
BOOTS
& XXXXX INTERNATIONAL WELL CONTROL, INC.
2006
NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
THIS
AGREEMENT, made and entered into as of the day
of
, 20 , by and between BOOTS & XXXXX INTERNATIONAL WELL
CONTROL, INC., a Delaware corporation (“Company”),
and
, an outside director of Company (“Participant”).
WHEREAS,
the Compensation Committee of Company’s Board of Directors or such other
committee designated by Company’s Board of Directors (the “Committee”), acting
under Company’s 2006 Non-Employee Director Stock Incentive Plan (the “Plan”),
has the authority to award restricted shares of Company’s common stock, $0.00001
par value per share (the “Common Stock”), to non-employee directors of the
Company; and
WHEREAS,
pursuant to the Plan, the Committee has determined to make such an award to
Participant on the terms and conditions and subject to the restrictions set
forth in the Plan and this Agreement, and Participant desires to accept such
award;
NOW,
THERFORE, in consideration of the premises and mutual covenants and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
1. Restricted
Stock Award.
On the
terms and conditions and subject to the restrictions, including forfeiture,
hereinafter set forth, Company hereby awards to Participant, and Participant
hereby accepts, a restricted stock award (the “Award”)
of
shares (the “Restricted Shares”) of Common Stock. The Award is made effective as
of the date of this Agreement (the “Effective Date”). A certificate representing
the Restricted Shares shall be issued in the name of Participant (or, at the
option of Company, in the name of a nominee of Company) as of the Effective
Date
and delivered to Participant on the Effective Date or as soon thereafter as
practicable. Participant shall cause the certificate representing the Restricted
Shares, upon receipt thereof by Participant, to be deposited, together with
stock powers and any other instrument of transfer reasonably requested by
Company duly endorsed in blank, with Company, to be held by Company in escrow
for Participant’s benefit until such time as the Restricted Shares represented
by such certificate are either forfeited by Participant to Company or the
restrictions thereon terminate as set forth in this Agreement.
2. Vesting
and Forfeiture.
(a) The
Restricted Shares shall be subject to a restricted period (the “Restricted
Period”) that shall commence on the Effective Date and shall end on the earlier
of (i) the [first] anniversary of the Effective Date or (ii) the date of the
annual meeting of stockholders in the succeeding calendar year [, provided,
in
each instance that the Participant has been in continuous service as a Director
of Company until such date]. During the Restricted Period, the Restricted Shares
shall be subject to being forfeited by Participant to Company as provided in
this Agreement, and Participant may not sell, transfer, pledge, exchange,
hypothecate or otherwise dispose of any of the Restricted Shares (the
“Restrictions”), other than by will or pursuant to the applicable laws of
descent and distribution. Following the removal of the Restrictions on any
Restricted Shares, Company shall deliver to Participant from escrow a
certificate representing such Shares and Participant shall be free to sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of such Restricted
Shares, subject to applicable securities laws and the policies of Company then
in effect.
(b) Subject
to paragraph (c) of this Section, upon termination of Participant’s service with
Company as a Director, (i) Participant shall have no rights whatsoever in and
to
any of the Restricted Shares as to which the Restrictions have not by that
time
been removed pursuant to the foregoing paragraph, (ii) all of the Restricted
Shares shall automatically revert to Company at no cost and (iii) neither
Participant nor any of his or her heirs, beneficiaries, executors,
administrators or other personal representatives shall have any rights with
respect thereto.
(c) The
Change of Control provisions in Article XII of the Plan shall apply with respect
to the Restricted Shares.
3. Rights
as Shareholder.
Subject
to the provisions of this Agreement, upon the issuance of a certificate or
certificates representing the Restricted Shares to Participant, Participant
shall become the record and beneficial owner thereof for all purposes and shall
have all rights as a stockholder, including without limitation voting rights
and
the right to receive dividends and distributions, with respect to the Restricted
Shares. If and to the extent Company shall effect a stock split, stock dividend
or similar distribution with respect to the Common Stock, (i) the stock
distributed pursuant thereto shall be held by Company with respect to those
Restricted Shares as to which the Restrictions have not yet been removed
pursuant to Section 2; (ii) such additional stock shall enjoy the privileges
and
be subject to the Restrictions applicable to the Restricted Shares; and (iii)
Participant shall be entitled to sell, transfer, pledge, exchange, hypothecate
or otherwise dispose of such additional stock when the Restrictions on the
Restricted Shares to which the distribution relates have been removed pursuant
to Section 2.
4. Optional
Issuance in Book-Entry Form.
Notwithstanding the foregoing, at the option of Company, any shares of Common
Stock that under the terms of this Agreement are issuable in the form of a
stock
certificate may instead be issued in book-entry form.
5. Withholding
Taxes.
(a) Participant
may elect, within 30 days of the Effective Date and on notice to Company, to
realize income for federal income tax purposes equal to the fair market value
of
the Restricted Shares on the Effective Date. In such event, Participant shall
make arrangements satisfactory to Company or the appropriate Affiliate to pay
in
the calendar year that includes the Effective Date any federal, state or local
taxes required to be withheld with respect to such shares.
(b) If
no
election is made by Participant pursuant to Section 5(a) hereof, then upon
the
termination of the Restrictions applicable hereunder to all or any portion
of
the Restricted Shares, Participant (or in the event of Participant’s death, the
administrator or executor of Participant’s estate) will pay to Company or the
appropriate Affiliate, or make arrangements satisfactory to Company or such
Affiliate regarding payment of, any federal, state or local taxes of any kind
required by law to be withheld with respect to the Restricted Shares with
respect to which such Restrictions have terminated.
(c) Any
provision of this Agreement to the contrary notwithstanding, if Participant
does
not satisfy his or her obligations under paragraphs (a) or (b) of this Section,
Company shall, to the extent permitted by law, have the right to deduct from
any
payments made under the Plan, regardless of the form of such payment, or from
any other compensation payable to Participant, whether or not pursuant to this
Agreement or the Plan and regardless of the form of payment, any federal, state
or local taxes of any kind required by law to be withheld with respect to the
Restricted Shares.
6. Reclassification
of Shares.
In the
event of any reorganization, recapitalization, stock split, stock dividend,
merger, consolidation, combination of shares or other change affecting the
Common Stock, the Committee shall make such adjustments as it may deem
appropriate with respect to the Shares. Any such adjustments made by the
Committee shall be conclusive.
7. Effect
on Employment.
Nothing
contained in this Agreement shall confer upon Participant the right to continue
in the employment or service of Company or any Affiliate, or affect any right
which Company or any Affiliate may have to terminate the employment or service
of Participant. This Agreement does not constitute evidence of any agreement
or
understanding, express or implied, that Company or any Affiliate will retain
Participant as an Participant for any period of time or at any particular rate
of compensation.
8. Investment
Representations.
(a) The
Shares are being received for Participant’s own account with the intent of
holding them and without the intent of participating, directly or indirectly,
in
a distribution of such Shares and not with a view to, or for resale in
connection with, any distribution of such Shares or any portion
thereof.
(b) A
legend
may be placed on any certificate(s) or other document(s) delivered to
Participant or substitute therefore indicating restrictions on transferability
of the Shares pursuant to this Agreement or referring to any stop transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, the American Stock Exchange or any other stock exchange or
association upon which the common stock of Company is then listed or quoted,
any
applicable federal or state securities laws, and any applicable corporate law,
and any transfer agent of Company shall be instructed to require compliance
therewith.
9. Assignment.
Company
may assign all or any portion of its rights and obligations under this
Agreement. The Award, the Restricted Shares and the rights and obligations
of
Participant under this Agreement may not be sold, transferred, pledged,
exchanged, hypothecated or otherwise disposed of by Participant other than
by
will or the applicable laws of descent and distribution.
10.
Binding Effect.
This
Agreement shall be binding upon and inure to the benefit of (i) Company and
its
successors and assigns, and (ii) Participant and his or her heirs, devisees,
executors, administrators and personal representatives.
11. Notices.
All
notices between the parties hereto shall be in writing and given in the manner
provided in Section 14.7 of the Plan. Notices to Optionee shall be given to
Optionee’s address as contained in Company’s records. Notices to Company shall
be addressed to its General Counsel at the principal executive offices of
Company as set forth in Section 14.7 of the Plan.
12. Governing
Law; Exclusive Forum; Consent to Jurisdiction.
This
Agreement shall be governed by and construed in accordance with the internal
laws (and not the principles relating to conflicts of laws) of the State of
Texas, except as superseded by applicable federal law. The exclusive forum
for
any action concerning this Agreement or the transactions contemplated hereby
shall be in a court of competent jurisdiction in Xxxxxx County, Texas, with
respect to a state court, or the United States District Court for the Southern
District of Texas, Houston Division, with respect to a federal court.
PARTICIPANT HEREBY CONSENTS TO THE EXERCISE OF JURISDICTION OF A COURT IN THE
EXCLUSIVE FORUM AND WAIVES ANY RIGHT HE OR SHE MAY HAVE TO CHALLENGE OR CONTEST
THE REMOVAL AT ANY TIME BY THE COMPANY OR ANY OF ITS AFFILIATES TO FEDERAL
COURT
OF ANY SUCH ACTION HE OR SHE MAY BRING AGAINST IT IN STATE COURT.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, Company and Participant have executed this Agreement as of
the
date first written above.
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BOOTS
& XXXXX INTERNATIONAL WELL
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CONTROL
INC.
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By:
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Name:
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Title:
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PARTICIPANT
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Participant
Signature
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Participant
Printed Name
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STOCK
POWER AND ASSIGNMENT
SEPARATE
FROM CERTIFICATE
FOR
VALUE
RECEIVED and pursuant to that certain Boots & Xxxxx International Well
Control, Inc. 2006 Non-Employee Director Stock Incentive Plan and the Restricted
Stock Award Agreement dated as
of
, 20 (the “Agreement”), the undersigned Participant hereby sells,
assigns and transfers unto_________________, _______________ shares of the
Common Stock, $0.00001 par value per share, of Boots & Xxxxx International
Well Control, Inc., a Delaware corporation
(“Company”), standing in the undersigned’s name on the books of Company and does
hereby irrevocably constitute and appoint the Secretary of Company as the
undersigned’s attorney-in-fact, with full power of substitution, to transfer
said stock on the books of Company. THIS ASSIGNMENT MAY ONLY BE USED AS
AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.
Dated:
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PARTICIPANT:
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Participant
Signature
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Participant
Printed Name
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