G. XXXXX XXXX
RESTRICTED STOCK
INCENTIVE AGREEMENT
WHEREAS, Section 7 of the Fourth Amended and Restated Omni Energy
Services Corp. Stock Incentive Plan (the "Plan") authorizes the Compensation
Committee of the Board of Directors (or a subcommittee thereof) (the
"Committee") to award shares of restricted stock to eligible participants in the
Plan;
WHEREAS, G. Xxxxx Xxxx is such an eligible participant (the
"Employee");
WHEREAS, under Section 7.4 of the Plan, a participant receiving an
award of restricted stock shall enter into an incentive agreement with Omni
Energy Services Corp. (the "Company") setting forth the conditions of the grant
of restricted stock; and
WHEREAS, the Committee has awarded the Employee the shares of
restricted stock set forth below;
NOW, THEREFORE, the Company and the Employee hereby, for mutual good
and valuable consideration the receipt of which is hereby acknowledged, enter
into this Restricted Stock Incentive Agreement (the "Agreement"):
1. Grant of Restricted Shares
The Employee has been granted from the Company's treasury
stock, 161,800 shares of the common stock ($.01 par value per share) of
the Company ("Restricted Shares").
2. Grant Date
The date of grant is November 4, 2003.
3. Base Value
The price per share on the grant date is $2.32 ("Base Value").
4. Restriction Period
The restriction period runs for three years until November 3,
2006 ("Restriction Period").
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5. Restrictions During Restriction Period
The Restricted Shares shall be held by the Company in escrow.
While held in escrow, the Restricted Shares shall be registered in the
name of the Employee, who shall endorse a stock power in blank for the
Restricted Shares. The certificate for the Restricted Shares shall bear
the following legend:
The transferability of this certificate and the shares of
Common Stock represented by it are subject to the terms and
conditions (including conditions of forfeiture) contained in
the OMNI Energy Services Corp. Stock Incentive Plan (the
"Plan"), and an agreement entered into between the registered
owner and OMNI Energy Services Corp. thereunder. Copies of the
Plan and the agreement are on file at the principal office of
OMNI Energy Services Corp.
6. Dividends Paid During Restriction Period
All cash and stock dividends, if any, paid with respect to the
Restricted Shares shall be held in escrow with and added to the
Restricted Shares and be subject to the same restrictions as the
Restricted Shares during the term of the Agreement.
7. Voting Rights
The Employee shall have all the rights of a shareholder with
respect to the Restricted Shares held in escrow under the Agreement
including the right to vote, unless and until such shares are
forfeited, cancelled, sold or assigned or reissued.
8. Vesting
Unless a Change of Control occurs, the Employee shall vest in
the Restricted Shares at the rate of 1/36 per month. Therefore, at the
end of each month during the Restriction Period, ownership of 4,494.44
additional shares shall become vested in the Employee. The vested
shares shall continue to be held in escrow with the unvested Restricted
Shares until the end of the Restriction Period at which time the
certificate for the Restricted Shares plus any cash or stock dividends
paid with respect thereto shall be issued to the Employee free and
clear and the escrow shall terminate. In the event a Change of Control
occurs, then all the Restricted Shares, both vested and nonvested,
along with any stock or cash dividends held in escrow, shall be issued
to the Employee free and clear and the escrow shall terminate.
For purposes of this Agreement, the term "Change of Control"
is defined to include:
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(a) A tender offer or exchange offer made and consummated
for ownership of company stock representing 50% or
more of the combined voting power of the Company's
outstanding securities;
(b) The sale or transfer of substantially all of the
Company's assets to another corporation which is not
a wholly-owned subsidiary of the Company;
(c) Any merger or consolidation of the Company with
another corporation, where less than 50% of the
outstanding voting shares of the surviving or
resulting corporation are owned in the aggregate by
the Company's former stockholders; or
(d) Any tender offer, exchange offer, merger, sale of
assets and/or contested election which results in a
50% or greater change in the composition of the
Company's board of directors.
Provided however, that for purposes of this Section 8, any acquisition,
sale or exchange of common stock, whether directly or indirectly by or
for Advantage Capital Companies shall not constitute a Change of
Control.
9. Limited Forfeiture
If the employment of the Employee with the Company terminates
for any reason except termination for cause due to fraud against, or
theft or embezzlement from, the Company, as determined by the
Committee, then all the Restricted Shares both vested and nonvested,
along with any stock or cash dividends held in the escrow under the
Agreement, shall be issued to the Employee free and clear and the
escrow shall terminate. In the event of termination due to fraud
against, or theft or embezzlement from, the Company (as determined by
the Committee) both the vested and nonvested Restricted Shares and any
cash or stock dividends allocable thereto shall be issued to the
Employee free and clear, except that the nonvested Restricted Shares
(and any cash or stock dividends allocable thereto) shall be subject to
the Company's option to purchase any such nonvested shares from the
Employee for 90 days at a price per share equal to the Base Value less
any previously paid tax benefit, payable in cash to the Employee prior
to the expiration of such 90-day option period. The nonvested shares
may be held in the escrow during this 90-day option period.
10. No Right to Assign
The Restricted Shares may not be assigned, pledged, alienated
or transferred during the Restriction Period.
11. Tax Benefit Right
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The Company is paying the Employee a Tax Benefit Right of
$64,072.00 in cash (which is equal to 30% of the delta between a share
price of $1.00 and a share of $2.32 times the number of Restricted
Shares), concurrently with the execution of this Agreement.
12. Other Terms
This Agreement shall be subject to the terms of the Plan
(including adjustments in the number of shares and tax withholding
under Section 10 of the Plan), which shall be controlling.
13. Investment Representations and Restrictions
The Employee (a) understands that the Restricted Shares have
not been, and will not be, registered under the Securities Act of 1933,
as amended, or under any state securities laws, in reliance upon
federal and state exemptions for transactions not involving any public
offering; (b) will be an "affiliate" under Rule 144 of the Securities
and Exchange Commission and the Restricted Shares will be subject to
further limitations on sale as a result thereof; (c) is acquiring the
Restricted Shares for his own account for investment purposes, and not
with a view to the distribution thereof; (d) is a sophisticated
investor with knowledge and experience in business and financial
matters; (e) is a director and officer of the Company, has received all
requested information concerning the Company, and has had the
opportunity to obtain additional information in order to evaluate the
merits and the risks inherent in holding the Restricted Shares; (f) is
able to bear the economic risks and lack of liquidity inherent in
holding the Restricted Shares; and (g) acknowledges that the
certificate(s) evidencing the Restricted Shares will contain legends
restricting the transfer thereof.
14. Amendment
This Agreement may be amended by written agreement signed by
all the Signatories below.
EMPLOYEE:
December , 2003
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G. Xxxxx Xxxx
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COMMITTEE:
December , 2003 By:
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Name:
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Title:
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COMPANY:
Omni Energy Services Corp.
December , 2003 By:
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Name:
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Title:
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