FORM OF RESTRICTED STOCK AGREEMENT UNDER THE 2005 STOCK INCENTIVE STOCK PLAN
EXHIBIT 10.2
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of _______________, 2005, by and
between Horizon Offshore, Inc. (“Horizon”) and
________________________ (the “Award Recipient”).
WHEREAS, Horizon maintains the 2005 Stock Incentive Stock Plan (the “Plan”), under which the
Compensation Committee of the Board of Directors of Horizon (the “Committee”), may, among other
things, grant restricted shares of Horizon’s common stock, $.001 par value per share (the “Common
Stock”), to key employees of Horizon or its subsidiaries (collectively, the “Company”) as the
Committee may determine, subject to terms, conditions, or restrictions as it may deem appropriate;
and
WHEREAS, pursuant to the Plan the Committee has awarded to the Award Recipient restricted
shares of Common Stock on the terms and conditions specified below;
NOW, THEREFORE, the parties agree as follows:
1.
AWARD OF SHARES
AWARD OF SHARES
Upon the terms and conditions of the Plan and this Agreement, the Committee as of the date of
this Agreement hereby awards to the Award Recipient __________ restricted shares of Common Stock (the
“Restricted Stock”), that vest, subject to Sections 2, 3 and 4 hereof, in installments as follows:
| Number of Shares of | ||||
| Scheduled Vesting Date | Restricted Stock | |||
September 30, 2005 |
25 | % | ||
First Anniversary Date |
25 | % | ||
Second Anniversary Date |
25 | % | ||
Third Anniversary Date |
25 | % | ||
2.
AWARD RESTRICTIONS ON
RESTRICTED STOCK
AWARD RESTRICTIONS ON
RESTRICTED STOCK
2.1 In addition to the conditions and restrictions provided in the Plan, neither the shares of
Restricted Stock nor the right to vote the Restricted Stock, to receive dividends thereon or to
enjoy any other rights or interests thereunder or hereunder may be sold, assigned, donated,
transferred, exchanged, pledged, hypothecated or otherwise encumbered prior to vesting. Subject to
the restrictions on transfer provided in this Section 2.1, the Award Recipient shall be entitled to
all rights of a stockholder of Horizon with respect to the Restricted Stock, including the right to
vote the shares and receive all dividends and other distributions declared thereon.
2.2 If the shares of Restricted Stock have not already vested in accordance with Section 1
above, the shares of Restricted Stock shall vest and all restrictions set forth in Section 2.1
shall lapse on the earlier of: (a) the date on which the employment of the Award Recipient
terminates as a result of the events specified in Sections 3(i), (ii) or (iii); (b) if permitted by
the Committee in accordance with Section 3 below, retirement or termination by the Award Recipient;
or (c) the occurrence of a Change of Control of Horizon, as described in Section 11.12 of the Plan.
3.
TERMINATION OF EMPLOYMENT
TERMINATION OF EMPLOYMENT
If the Award Recipient’s employment terminates as the result of (i) death, (ii) Disability (as
defined in the Employment Agreement referred to below) or (iii) Award Recipient’s termination by
the Company pursuant to Section 4(c)(iv) of that certain Employment Agreement dated as of July ___,
2005 (the “Employment Agreement”) between Horizon and Award Recipient, all unvested shares of
Restricted Stock granted hereunder shall immediately vest. Termination of the Award Recipient’s
employment pursuant to Section 4(c)(iii) of the Employment Agreement shall automatically result in
the termination and forfeiture of all unvested Restricted Stock. Unless the Committee determines
otherwise in its sole discretion in the case of retirement of the Award Recipient or termination by
the Award Recipient of the Award Recipient’s employment, termination of employment for any other
reason, shall automatically result in the termination and forfeiture of all unvested Restricted
Stock.
4.
FORFEITURE OF AWARD
FORFEITURE OF AWARD
4.1 If, at any time during the Award Recipient’s employment by the Company or within 12 months
after termination of employment, the Award Recipient breaches the terms of Sections 6(c) (if
binding on the Executive pursuant to Section 6(c) of the Employment Agreement) or Section 6(d)(i)
or (ii) of the Employment Agreement, then the award of Restricted Stock granted hereunder shall
automatically terminate and be forfeited effective on the date on which the Award Recipient
breached the Employment Agreement and (i) all shares of Common Stock acquired by the Award
Recipient pursuant to this Agreement (or other securities into which such shares have been
converted or exchanged) shall be returned to the Company or, if no longer held by the Award
Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or
other assets received by the Award Recipient upon the sale or transfer of such stock or securities,
and (ii) all unvested shares of Restricted Stock shall be forfeited.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award
Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law,
deduct such amount from any amounts the Company owes the Award Recipient from time to time for any
reason (including without limitation amounts owed to the Award Recipient as salary, wages,
reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay or
otherwise under the Employment Agreement). Whether or not the Company elects to make any such
set-off in whole or in part, if the Company does not recover by means of set-off the full amount
the Award Recipient owes it, the Award Recipient
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hereby agrees to pay immediately the unpaid balance to the Company. Award Recipient and
Horizon agree that the liquidated damages set forth herein are reasonable, and not a penalty, based
upon the facts and circumstances of and known to them at the time of execution of this Agreement.
The liquidated damages set forth herein are an addition to any other legal or equity remedies to
which Horizon may be entitled for any violation of any part of Section 4 hereof or Section 6 of the
Employment Agreement, including all remedies provided in the Employment Agreement and this
Agreement, and any related plans, agreements or other documents, the right to obtain specific
performance or injunctive or declaratory relief and all other legal and equitable remedies to which
Horizon may be entitled.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections
4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in
the best interests of the Company.
5.
STOCK CERTIFICATES
STOCK CERTIFICATES
5.1 The stock certificates evidencing the Restricted Stock shall be retained by Horizon until
the lapse of restrictions under the terms hereof. Horizon shall place a legend, in the form
specified in the Plan, on the stock certificates restricting the transferability of the shares of
Restricted Stock.
5.2 Upon the lapse of restrictions on shares of Restricted Stock, Horizon shall cause a stock
certificate without a restrictive legend to be issued with respect to the vested Restricted Stock
in the name of the Award Recipient or his nominee within 5 business days. Upon receipt of such
stock certificate, the Award Recipient is free to hold or dispose of the shares represented by such
certificate, subject to applicable securities laws.
6.
DIVIDENDS
DIVIDENDS
Any dividends paid on shares of Restricted Stock shall be paid to the Award Recipient
currently.
7.
WITHHOLDING TAXES
WITHHOLDING TAXES
At the time that all or any portion of the Restricted Stock vests, the Award Recipient must
deliver to Horizon the amount of income tax withholding required by law. In accordance with the
terms of the Plan, the Award Recipient may satisfy the tax withholding obligation by delivering
currently owned shares of Common Stock or by electing to have Horizon withhold from the shares the
Award Recipient otherwise would receive hereunder shares of Common Stock having a value equal to
the minimum amount required to be withheld (as determined under the Plan).
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8.
ADDITIONAL CONDITIONS
ADDITIONAL CONDITIONS
Anything in this Agreement to the contrary notwithstanding, if at any time Horizon further
determines, in its sole discretion, that the listing, registration or qualification (or any
updating of any such document) of the shares of Common Stock issuable pursuant hereto is necessary
on any securities exchange or under any federal or state securities or blue sky law, or that the
consent or approval of any governmental regulatory body is necessary or desirable as a condition
of, or in connection with the issuance of shares of Common Stock pursuant thereto, or the removal
of any restrictions imposed on such shares, such shares of Common Stock shall not be issued, in
whole or in part, or the restrictions thereon removed, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to Horizon. Horizon agrees to use commercially reasonable efforts to issue all shares
of Common Stock issuable hereunder on the terms provided herein.
9.
NO CONTRACT OF EMPLOYMENT INTENDED
NO CONTRACT OF EMPLOYMENT INTENDED
Nothing in this Agreement shall confer upon the Award Recipient any right to continue in the
employment of the Company, or to interfere in any way with the right of the Company to terminate
the Award Recipient’s employment relationship with the Company at any time.
10.
BINDING EFFECT
BINDING EFFECT
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, legal representatives and successors. Without
limiting the generality of the foregoing, whenever the term “Award Recipient” is used in any
provision of this Agreement under circumstances where the provision appropriately applies to the
heirs, executors, administrators or legal representatives to whom this award may be transferred by
will or by the laws of descent and distribution, the term “Award Recipient” shall be deemed to
include such person or persons.
11.
INCONSISTENT PROVISIONS
INCONSISTENT PROVISIONS
The shares of Restricted Stock granted hereby are subject to the terms, conditions,
restrictions and other provisions of the Plan as fully as if all such provisions were set forth in
their entirety in this Agreement. If any provision of this Agreement conflicts with a provision of
the Plan, the Plan provision shall control. The Award Recipient acknowledges that a copy of the
Plan was distributed or made available to the Award Recipient and that the Award Recipient was
advised to review such Plan prior to entering into this Agreement. The Award Recipient waives the
right to claim that the provisions of the Plan are not binding upon the Award Recipient and the
Award Recipient’s heirs, executors, administrators, legal representatives and successors.
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12.
GOVERNING LAW
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas.
13.
SEVERABILITY
SEVERABILITY
If any term or provision of this Agreement, or the application thereof to any person or
circumstance, shall at any time or to any extent be invalid, illegal or unenforceable in any
respect as written, the Award Recipient and Horizon intend for any court construing this Agreement
to modify or limit such provision so as to render it valid and enforceable to the fullest extent
allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so
as to not affect any other term or provision hereof, and the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than those as to which it
is held invalid, illegal or unenforceable, shall not be affected thereby and each term and
provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
14.
ENTIRE AGREEMENT; MODIFICATION
ENTIRE AGREEMENT; MODIFICATION
The Plan, this Agreement and the Employment Agreement contain the entire agreement between the
parties with respect to the subject matter contained herein and may not be modified, except as
provided in the Plan, as it may be amended from time to time in the manner provided therein, or in
this Agreement, as it may be amended from time to time by a written document signed by each of the
parties hereto. Any oral or written agreements, representations, warranties, written inducements,
or other communications with respect to the subject matter contained herein made prior to the
execution of the Agreement shall be void and ineffective for all purposes.
By Award Recipient’s signature below, Award Recipient represents that he or she is familiar
with the terms and provisions of the Plan, and hereby accepts this Agreement subject to all of the
terms and provisions thereof. Award Recipient has reviewed the Plan and this Agreement in their
entirety and fully understands all provisions of this Agreement. Award Recipient agrees to accept
as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Plan or this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered on the day and year first above written.
| Horizon Offshore, Inc. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| {Insert name} | ||||
| Award Recipient | ||||
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