OFFICER RESTRICTED STOCK AWARD AGREEMENT
THIS AWARD AGREEMENT (the "Agreement"), made as of this ____ day of
_____ 200_, between CARBO Ceramics Inc. (the "Company"), a Delaware corporation,
with its principal offices at 0000 XxxXxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxx 00000, and (the "Participant"), _________who resides
at___________________________.
WHEREAS, the Company has adopted and maintains and the shareholders of
the Company have approved the 2004 CARBO Ceramics Inc. Long-Term Incentive Plan
(the "Plan") to attract and retain highly qualified employees of the Company and
its Affiliates and reward them for making significant contributions to the
success of the Company and to strengthen the alignment of interests between such
employees and the Company's stockholders by providing them with a proprietary
interest in the Company;
WHEREAS, the Plan provides for the award to Participants in the Plan of
restricted shares of Common Stock in the Company;
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:
1. Award of Restricted Stock. Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Company hereby awards to the
Participant _____ shares of Common Stock of the Company (the "Restricted
Stock"), which may not be transferred, pledged, assigned or otherwise encumbered
until vested (the "Transfer Restrictions").
2. Grant Date. The Grant Date of the Restricted Stock hereby awarded is
_______, 200_.
3. Vesting Dates. The Restricted Stock shall vest only in accordance
with the provisions of this Agreement and of the Plan. Subject to the provisions
of the Plan, shares of the Restricted Stock shall become vested on each of the
following Vesting Dates as follows:
(a) ____ shares of Restricted Stock shall vest on _____________;
(b) ____ shares of Restricted Stock shall vest on _____________; and
(c) ____ shares of Restricted Stock shall vest on _____________.
4. Forfeiture.
(a) Subject to the provisions of the Plan, in the event that the
Participant's employment with the Company or any of its Affiliates is terminated
prior to the Vesting Date with respect to any of the Participant's shares of
Restricted Stock (i) for any reason other than due to death or Disability, all
such shares of Restricted Stock shall be forfeited on the date of such
termination without payment of any consideration therefore; and (ii) due to
death or Disability, all such shares of Restricted Stock shall cease to be
subject to the Transfer Restrictions and cease to be forfeitable on an
applicable Vesting Date occurring on or prior to the first anniversary of such
termination as if the Participant had remained employed until such first
anniversary and any shares of Restricted Stock with respect to which the Vesting
Date has not occurred on or prior to such first anniversary shall be forfeited
without payment of any consideration therefore.
(b) In the event that the Participant attempts to transfer, pledge,
assign or otherwise encumber shares of Restricted Stock prior to the applicable
Vesting Dates in violation of the Transfer Restrictions, such transfer, pledge,
assignment or encumbrance shall be null and void and the Participant's shares of
Restricted Stock shall be forfeited without payment of any consideration
therefore.
(c) Notwithstanding the foregoing, shares subject to the Award
granted pursuant to this Agreement shall continue to be subject to the Transfer
Restrictions following the Vesting Date with respect to such shares until the
end of the period commencing on the Vesting Date with respect to such shares and
ending on the earlier of (i) a termination of the Participant's employment for
any reason or (ii) the second anniversary of such Vesting Date (the "Holding
Period") except for any such Shares used to satisfy any withholding obligations
as set forth herein and in the Plan. If the Participant fails to comply with
such Transfer Restrictions during the Holding Period, any Awards held by the
Participant which are then subject to forfeiture shall be forfeited and the
Committee may, in its discretion, take such action as it deems appropriate,
including, without limitation, determine not to make any additional grants of
Awards to the Participant under the Plan.
(d) Notwithstanding the foregoing, all shares subject to an Award
shall immediately cease to be subject to the Transfer Restrictions and cease to
be forfeitable upon a Change in Control.
5. Share Certificates. Subject to the provisions of the Plan, the shares
representing the Restricted Stock will be held in the Participant's name in
book-entry format by the Company's transfer agent. Upon vesting of the shares of
Restricted Stock each year, the Participant has the right to choose to have a
certificate issued in the Participant's name, to have the shares transferred to
a brokerage account of the Participant's choice or to continue to hold the
shares in book-entry format with the transfer agent.
6. Dividends. In the event that the Company declares any dividends or
distributions on its Common Stock to its stockholders generally, whether stock
or cash dividend or otherwise, the Participant shall be entitled to such
dividends or distributions, provided that the dividends or distributions shall
be subject to the provisions of Sections 6(a), (b), (c), and (d) of the Plan.
7. Voting. Prior to the date that the Participant's shares subject to an
Award cease to be forfeitable by the Participant pursuant hereto, the
Participant shall not have any voting rights with respect to such shares.
8. Non-Assignability. Except as expressly provided in the Plan or
herein, Awards shall not be assigned, transferred, pledged or encumbered, and
any purported assignment, transfer, pledge or encumbrance shall be null and
void; provided, that Awards may be transferred by will or by the laws of descent
and distribution subject to the Committee's receipt of such documents as may be
requested by the Committee from time.
9. Modification and Waiver. Except as provided in the Plan with respect
to determinations of the Committee and subject to the Company's Board of
Directors' right to amend, modify or terminate the Plan, neither this Agreement
nor any provision hereof can be changed, modified, amended, discharged,
terminated or waived orally or by any course of dealing or purported course of
dealing, but only by an agreement in writing signed by the Participant and the
Company. No such agreement shall extend to or affect any provision of this
Agreement not expressly changed, modified, amended, discharged, terminated or
waived or impair any right consequent on such a provision. The waiver of or
failure to enforce any breach of this Agreement shall not be deemed to be a
waiver or acquiescence in any other breach thereof.
10. Applicable Withholdings. The Company shall have the power and the
right to deduct or withhold, or require the Participant to remit to the Company,
the minimum statutory amount to satisfy federal, state, and local taxes or
similar charges, domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of or in
connection with the Plan or any Award. At the request of the Participant,
subject to the consent of the Committee, the Committee shall withhold or permit
the Participant to tender a portion of the Shares subject to each Award to
satisfy the applicable federal, state, foreign and local withholding taxes
incurred in connection with the Award.
11. Governing Law. This Agreement, the Plan and all rights under this
Agreement and the Plan shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to the
provisions governing conflict of laws.
12. Participant Acknowledgment. The Participant hereby acknowledges
receipt of a copy of the Plan and that all decisions, determinations and
interpretations of the Committee or the Company in respect of this Agreement
shall be final, conclusive and binding.
13. Incorporation of Plan. All terms and provisions of the Plan are
incorporated herein and made part hereof as if stated herein. If any provisions
hereof and of the Plan shall be in conflict, the terms of the Plan shall govern.
All capitalized terms used herein and not defined herein shall have the meanings
assigned to them in the Plan.
14. Entire Agreement. This Agreement represents the final, complete and
total agreement of the parties hereto respecting the Restricted Stock and the
matters discussed herein and this Agreement supersedes any and all previous
agreements and understandings, whether written, oral or otherwise, relating to
the Restricted Stock and such matters.
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IN WITNESS WHEREOF, CARBO Ceramics Inc. has caused this Agreement to be
duly executed by its duly authorized officer and said Participant has hereunto
signed this Agreement on his own behalf, THEREBY REPRESENTING THAT HE HAS
CAREFULLY READ AND UNDERSTANDS THIS AGREEMENT AND THE PLAN, as of the day and
year first above written.
CARBO CERAMICS INC.
By: ________________________________
By: ________________________________
