EXHIBIT 10.13
UNRESTRICTED STOCK AWARD AGREEMENT
THIS UNRESTRICTED STOCK AWARD AGREEMENT (the "Award Agreement") is between
Westside Energy Corporation, a Nevada corporation ("Company"), and Xxxxxxx X.
Manner ("Participant").
WITNESSETH:
WHEREAS, the Board of Directors and stockholders of the Company have
approved the Company's 2007 Equity Incentive Plan (the "Plan") (all capitalized
terms that are used herein but not defined shall have the meanings ascribed to
them in the Plan); and
WHEREAS, the Plan permits the Compensation Committee of the Board of
Directors to approve grants of stock awards (a "Stock Award") to selected
individuals; and
WHEREAS, the Compensation Committee has selected the Participant to receive
a Stock Award upon the terms, provisions and conditions set forth herein;
NOW, THEREFORE, in consideration of the above premises, the Company and the
Participant agree as follows:
1. GRANT OF STOCK AWARD
Subject to the terms and conditions set forth herein and those contained in
the Plan, and for and in consideration of services heretofore provided and
hereafter to be provided by the Participant to the Company, the Participant is
hereby awarded, pursuant to the Plan and without any further consideration, a
Stock Award consisting of a total of 33,333 shares of the Company's common
stock, par value $.01 per share ("Common Stock"). For purposes of this Award
Agreement, the date of grant of the Stock Award (the "Date of Grant") shall be
November 9, 2007.
2. VESTING
The Participant is 100% vested in the Stock Award immediately upon the
issuance thereof pursuant to this Award Agreement.
3. TERMS
(a) TAX CONSEQUENCES. The grant and/or purchase of Shares pursuant to
this Stock Award may have federal and state income tax consequences. The
Participant should consult a tax advisor before receiving a grant of the Shares
and before disposing of the Shares granted, particularly with respect to the tax
laws of his or her state.
(b) ENTIRE AGREEMENT: GOVERNING LAW. The Plan is incorporated herein
by reference. The Plan and this Award Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof, and this Award Agreement may not be
amended except by means of a writing signed by the Company and Participant. In
the event of conflict between the terms of the Plan and the terms of this Award
Agreement, the terms of the Plan shall control. THIS AWARD AGREEMENT IS
GOVERNED BY TEXAS LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF
LAWS.
(c) WARRANTIES, REPRESENTATIONS AND COVENANTS. Participant hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the administrator of the Plan upon any questions relating to
the Plan and this Award Agreement. Participant acknowledges and agrees that
nothing in the Plan or this Award Agreement shall be deemed to prevent the
Company from terminating the Company's relationship (including any employment
relationship) with Participant, nor to prevent Participant from terminating his
or her relationship (including any employment relationship) with the Company, or
to give Participant a right to be retained in any office, directorship,
relationship, position, employment or other service by the Company for any
period of time.
(d) WITHHOLDING. In the event that any federal, state, or local income
taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.")
withholdings or other amounts are required by applicable law or governmental
regulation to be withheld from Participant's salary, wages or other remuneration
in connection with the acceptance of the Stock Award provided for herein, the
Company may withhold from Participant's compensation or may require that
Participant advance in cash to the Company the statutory minimum amount of such
withholdings unless a different withholding arrangement is permitted by law and
is agreed to by the Company.
(e) ACCEPTANCE OF STOCK AWARD. Unless the Stock Award provided for
herein is accepted by Participant (as provided in the following sentence) within
10 business days of the date set forth below, such Stock Award shall become null
and void without any further act or deed. Participant may accept the Stock
Award provided for herein by the execution and return to the Company of this
Award Agreement within 10 business days of the date set forth below.
IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement
as of the 7th day of December, 2007.
"COMPANY" "PARTICIPANT"
WESTSIDE ENERGY CORPORATION,
a Nevada corporation
By:/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Manner
Name:Xxxx X. Xxxxxx Xxxxxxx X. Manner
Title: Vice President & Chief Address: 0000 Xxxxxxxxxx Xx.
Xxxxxxxxx Xxxxxxx Xxxxx, XX 00000
Address: 0000 Xxxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
