EXHIBIT 10.2
ENSERCH EXPLORATION, INC.
RESTRICTED STOCK AGREEMENT
TO: XX. X. X. XXXX
Upon your acceptance and execution of this Agreement
("Agreement") with Enserch Exploration, Inc. (the "Company"), the
Board of Directors of the Company hereby awards to you (i) 10,000
shares of the Company's Common Stock, $1.00 par value per share
("Common Stock"), as of the date of this Agreement plus (ii) 2,500
shares of Common Stock following each quarterly period beginning
October 1, 1996, in which you serve the Company as its Chairman,
provided, however, that the award of 2,500 shares per quarter shall
be pro rated for service as Chairman of the Company for less than
a full quarter (collectively, the "Awards"). As used in this
Agreement, "Company" shall include the surviving company following
the merger of Enserch Exploration, Inc. into Lone Star Energy Plant
Operations, Inc.
The shares issued pursuant to the Awards shall be fully paid
and nonassessable and shall be represented by certificates
registered in your name, stamped with an appropriate legend
referring to the restrictions contained in this Agreement.
However, the Company shall retain all certificates until the
expiration of the restrictions as set forth below, and you agree to
deliver to the Company a stock power, endorsed in blank, relating
to the shares covered by the Awards. You shall have all the rights
of a stockholder with respect to such shares, including the right
to vote the shares and to receive all dividends or other
distributions paid or made with respect to the shares, provided
that any shares you are entitled to receive by virtue of a
subdivision or combination of shares of Common Stock, a dividend
payable in Common Stock, a reclassification of Common Stock, or any
other changes in capital structure of the Company or its Common
Stock, shall be subject to the restrictions hereinafter set forth.
You agree that any shares issued pursuant to this Agreement
are restricted and cannot be sold, exchanged, assigned,
transferred, discounted, pledged or otherwise disposed of, nor may
such restrictions be removed until the first to occur of (a)
September 10, 1999, (b) the date you cease to be a Director of the
Company or (c) your death ("Restriction Removal Date"). You agree
to serve as Chairman until removed or replaced by the Board of
Directors. If, prior to September 10, 1999, you voluntarily resign
as Chairman or as a Director for reasons other than health, you
will forfeit your right to receive any of the shares issued to you
and held by the Company. A certificate representing nonrestricted
shares shall be issued and delivered to you or your representative
as soon as practicable after the Restriction Removal Date, subject
to the payment of taxes as described below.
You agree that the Company shall have the right to withhold
from any transfer under this Agreement all federal, state, city or
other taxes, if any, as may be required pursuant to any statute or
governmental regulation or ruling ("Withholding Obligation") and to
complete any documentation necessary to effect such Withholding
Obligation. Payment of any Withholding Obligation shall be made in
cash or by the retention of shares by the Company under such terms
and provisions as the Compensation Committee may from time to time
determine. You agree that the delivery by the Company of any
nonrestricted stock certificates is conditioned upon receipt of any
payment required hereby. If the Withholding Obligation is to be
satisfied by the retention of shares, the Company shall retain a
number of shares out of the shares held pursuant to this Agreement
having a Fair Market Value equal to the amount to be withheld.
"Fair Market Value" shall be the average of the high and low prices
of the Common Stock as reported by the New York Stock Exchange
Composite Transactions report on the Restriction Removal Date.
You agree that the terms and provisions of this Agreement
shall be binding upon, and shall inure to the benefit of, you and
your executors or administrators, heirs and personal and legal
representatives. If you so choose, you may, by written notice
delivered to the Company, designate a beneficiary for any portion
of your Awards as to which restrictions shall terminate due to your
death. This Agreement shall be construed and enforced in
accordance with the laws of the State of Texas.
You agree that this Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and
representations between the parties with respect to the Awards and
that there are no promises, agreements, conditions, understandings,
warranties or representations, oral or written, express or implied,
between the parties with respect to the Awards, other than as set
forth in this Agreement.
You agree that this Agreement does not constitute a contract
of employment, or any guarantee thereof.
You represent that you will abide by all applicable federal
securities laws in connection with any disposition of the shares of
the Common Stock you may receive under this Agreement. If at the
Restriction Removal Date, federal securities laws would prohibit
the shares to be freely traded in the public market, the Company
agrees to file with the Securities and Exchange Commission ("SEC")
a registration statement with respect to the shares and give its
best efforts to have the registration statement declared effective
by the SEC.
You agree that in the event of invalidity of any part or
provision of this Agreement, such invalidity shall not affect the
validity of any other part or provision of this Agreement.
Dated and accepted as of the 10th day of September, 1996.
ACCEPTED AND AGREED TO: ENSERCH EXPLORATION, INC.
By: /s/ X. X. Xxxx By: /s/ X. X. XxXxxx
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X. X. Xxxx X. X. XxXxxx
Chairman of the Compensation
Committee
