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EXHIBIT 10.22
BAYARD DRILLING TECHNOLOGIES, INC.
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Agreement (the "Agreement") is an
amendment and restatement of the Restricted Stock Agreement (the "Prior
Agreement") entered into effective as of December 10, 1996, between Bayard
Drilling Technologies, Inc., a Delaware corporation (the "Company"), and Xxxxx
X. Xxxxx (the "Participant"). The Company and the Participant desire to enter
into this Agreement to amend and clarify certain provisions of the Prior
Agreement to reflect an adjustment of the Company's Common Stock as a result of
a stock dividend, and in anticipation of the initial public offering of the
Company. This Agreement shall be effective retroactive to December 10, 1996,
and supersedes the Prior Agreement in its entirety. To the extent that any
provision of this Agreement conflicts with the express terms of the Bayard
Drilling Technologies, Inc. 1997 Stock Option and Stock Award Plan, as it may
be amended from time to time, which is incorporated herein and made a part
hereof for all purposes (the "Plan"), it is hereby acknowledged and agreed that
the terms of the Plan shall control and, if necessary, the applicable
provisions of this Agreement shall be deemed amended so as to carry out the
purpose and intent of the Plan.
1. DEFINITIONS: All capitalized terms in this Agreement
shall have the meanings ascribed to them in the Plan unless otherwise defined
in this Agreement. As used herein, the terms set forth below shall have the
following respective meanings:
(a) "BENEFICIARY" means a person designated by the
Participant pursuant to Paragraph 7 hereof.
(b) "DUE CAUSE" means (i) habitual neglect of the
Participant's duties or failure by the Participant to perform or
observe any obligation of employment with the Company that is not
remedied within 30 days after written notice thereof from the
Company's Board of Directors, (ii) any material breach of the
Employment Agreement, or (iii) the conviction of or a plea of guilty
or nolo contendere by the Participant to a felony or misdemeanor
involving fraud, embezzlement, theft or dishonesty or other criminal
act involving intentional misrepresentation.
(c) "DISABILITY" means the inability or incapacity of
Participant for 90 days to perform the essential functions of the job
or position with the Company described in the Employment Agreement,
even with reasonable accommodation. Such inability or incapacity
shall be documented to the reasonable satisfaction of the Company's
Board of Directors by appropriate correspondence from physicians who
are reasonably satisfactory to the Company's Board of Directors.
(d) "EMPLOYMENT AGREEMENT" means that certain Employment
Agreement dated as of December 10, 1996 between the Participant and
the Company.
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2. RESTRICTED STOCK. In order to encourage the
Participant's contribution to the successful performance of the Company, and in
consideration of the covenants and promises of the Participant herein
contained, the Company sold to the Participant as of February 28, 1997 (the
"Date of Grant"), a total of 50,000 shares of Common Stock at a purchase price
of $5.00 per share, subject to the conditions and restrictions set forth below
and in the Plan (the "Restricted Stock"). Subsequently, the Company's Common
Stock was split, two- for-one by means of a stock dividend to its stockholders.
Accordingly, the Participant has 100,000 shares of Restricted Stock at a
purchase price of $2.50 per share.
3. ESCROW OF CERTIFICATES. The certificates
representing shares of Restricted Stock shall be registered in the name of the
Participant and deposited, together with a stock power endorsed by the
Participant in blank, with the Secretary of the Company (or his or her
designee) during the Restricted Period, as defined in Paragraph 4(a) hereof.
Each such certificate shall bear a legend as provided by the Company,
conspicuously referring to the terms, conditions and restrictions described in
the Plan and in this Agreement. The Participant, by executing this Agreement
in the space provided below, hereby acknowledges (a) that, as a material
inducement to the grant of this Incentive Award under the Plan, the Secretary
of the Company (or his or her designee) is so appointed as the escrow holder
with the authority to hold said certificate(s) and stock power(s) in escrow and
to take all such actions and to effectuate all transfers of vested Restricted
Stock or releases as are in accordance with the terms of this Agreement or the
Plan and (b) that the appointment is coupled with an interest, and that it
accordingly will be irrevocable. The escrow holder will not be liable to the
Participant (or to any other party) for any actions or omissions unless the
escrow holder is grossly negligent. The escrow holder may rely upon any
letter, notice, or other document executed by any signature purported to be
genuine.
4. RESTRICTIONS ON TRANSFER BEFORE VESTING.
(a) The shares of Restricted Stock granted hereunder to
the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered, whether voluntarily or involuntarily, by
operation of law or otherwise, from the Date of Grant until said
shares shall have become vested in the Participant (and restrictions
terminated thereon) in accordance with the provisions of Paragraph 5
or as otherwise provided in Paragraph 6 below. (The period of time
between the Date of Grant and the vesting of shares of Restricted
Stock shall be referred to herein as the "Restricted Period" as to
those shares of Restricted Stock.)
(b) Consistent with the foregoing, except as contemplated
by Paragraph 9 below, no right or benefit under this Agreement shall
be subject to transfer, anticipation, alienation, sale, assignment,
pledge, encumbrance or charge, whether voluntary, involuntary, by
operation of law or otherwise, and any attempt to transfer,
anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner
be liable for or subject to any debts, contracts, liabilities or torts
of the person entitled to such benefits. If the Participant or his
Beneficiary hereunder shall become bankrupt or attempt to transfer,
anticipate, alienate, assign, sell, pledge, encumber or charge
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any right or benefit hereunder, other than as contemplated by
Paragraph 9 below, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration,
or any other form of process or involuntary lien or seizure, then such
right or benefit shall cease and terminate.
5. VESTING OF RESTRICTED STOCK.
(a) Except as set forth in Paragraph 5(b) hereof, the
Participant shall become vested as to:
(i) 20% of the shares of Restricted Stock on
December 10, 1997;
(ii) an additional 20% of the shares of Restricted
Stock on December 10, 1998;
(iii) an additional 20% of the shares of Restricted
Stock on December 10, 1999;
(iv) an additional 20% of the shares of Restricted
Stock on December 10, 2000; and
(v) the remaining 20% of the shares of Restricted
Stock on December 10, 2001;
provided, however, that the Participant shall not vest pursuant to this
Paragraph 5(a) in shares of Restricted Stock if the Participant has not been
continuously employed by the Company from the date of this Agreement through
such vesting date (the vesting or forfeiture of such shares to be governed
instead by the provisions of Paragraph 6).
(b) In the event of a Change of Control (as such term is
defined in the Plan), the Participant shall vest on the date of the
Change of Control in all shares of Restricted Stock not previously
vested and all restrictions set forth in Paragraph 4 will terminate.
6. EFFECT OF TERMINATION OF EMPLOYMENT.
(a) FORFEITURE OF UNVESTED RESTRICTED STOCK. If the
Company terminates the Participant's employment with the Company for
Due Cause, or if the Participant voluntarily resigns from the Company
(other than as a result of death or Disability), then the shares of
Restricted Stock that have not previously vested in accordance with
Paragraph 5 above as of the date of such termination (the "Unvested
Shares"), shall be forfeited by the Participant to the Company,
without any payment by the Company, unless the Company elects, in its
sole and absolute discretion, to purchase the Unvested Shares pursuant
to paragraph 6(d) hereof.
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(b) PARTICIPANT'S RIGHT TO PURCHASE UNVESTED SHARES. If
the Company terminates the employment of Participant without Due
Cause, then the Participant shall have the right, but not the
obligation, for a period of 30 days from the date of termination, to
purchase from the Company all, but not less than all, of the Unvested
Shares for a cash purchase price of $5.00 per share. Upon such
purchase, the Unvested Shares shall fully vest and all restrictions
shall lapse. The Participant shall inform the Company in writing
prior to the expiration of such 30 day period of Participant's intent
to purchase the Unvested Shares.
(c) PARTICIPANT'S PURCHASE RIGHT IN THE EVENT OF DEATH OR
DISABILITY. Upon the death or Disability of the Participant, then the
Beneficiary or the Participant, as the case may be, shall have the
right, but not the obligation, for a period of 30 days, to purchase
from the Company all, but not less than all, of the Unvested Shares
for a purchase price in cash of $5.00 per share. The Beneficiary or
the Participant, as the case may be, shall inform the Company in
writing prior to the expiration of such 30 day period of such
Beneficiary's or Participant's intent to purchase the Unvested Shares.
(d) COMPANY'S RIGHT TO PURCHASE UNVESTED SHARES. Upon
the Participant's termination of employment with the Company for any
reason (other than by reason of a Change of Control) ("Termination"),
the Company shall have the right (but not the obligation), in its sole
and absolute discretion, to purchase from the Participant (or his
estate or Beneficiary) all Unvested Shares hereunder on the terms and
conditions set forth in this Paragraph 6(d); provided, however, that
if the Participant or the Beneficiary purchases Unvested Shares from
the Company pursuant to either Paragraph 6(b) or 6(c) hereof, then the
Company shall have no right to purchase such Unvested Shares. The
Company's rights under this Paragraph 6(d) are assignable by the
Company. The Company's right of purchase under this Paragraph 6(d)
will be exercisable on an all or nothing basis as to the Unvested
Shares. The Company (or its assignee) may exercise its right of
purchase under this Paragraph 6(d) at any time not more than 45 days
after the effective date of the Participant's Termination. The
Company (or its assignee) will exercise its right, if at all, by
informing the Participant (or his estate or Beneficiary) in writing of
the Company's (or its assignee's) intention to do so, in a notice that
specifies a closing date that is no more than 60 days after the
effective date of the Participant's Termination. The Unvested Shares
will be purchased at the Company's (or its assignee's) principal
executive offices on that date. The Company (or its assignee) will
pay in cash, upon purchase, a price equal to $2.50 per share. If the
Company terminates the Participant's employment with the Company for
Due Cause, or if the Participant voluntarily resigns from the Company
(other than as a result of death or Disability) and the Company elects
not to purchase the Unvested Shares pursuant to this Paragraph 6(d),
then the Unvested Shares will be forfeited by the Participant to the
Company without any payment of consideration by the Company to the
Participant. If the Company
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terminates the Participant's employment with the Company without Due
Cause, or if the Participant's employment with the Company terminates
due to death or Disability and the Company elects not to purchase the
Unvested Shares pursuant to this Paragraph 6(d), then the Unvested
Shares shall fully vest with the Participant without any payment of
consideration by the Participant to the Company.
7. BENEFICIARY DESIGNATIONS. The Participant shall file
with the Corporate Secretary of the Company a designation of one or more
beneficiaries (each a "Beneficiary") to whom shares otherwise due the
Participant shall be distributed in the event of the death of the Participant
while in the employ of the Company. The Participant shall have the right to
change the Beneficiary or Beneficiaries from time to time; provided, however,
that any change shall not become effective until received in writing by the
Secretary of the Company. If any designated Beneficiary survives the
Participant but dies before receiving all of his benefits hereunder, any
remaining benefits due him shall be distributed to the deceased Beneficiary's
estate. If there is no effective Beneficiary designation on file at the time
of the Participant's death, or if the designated Beneficiary or Beneficiaries
have all predeceased such Participant, the payment of any remaining benefits
shall be made to the Participant's estate.
8. LIMITATION OF RIGHTS. Nothing in this Agreement or
the Plan shall be construed to:
(a) give the Participant any right to be awarded any
further restricted stock other than in the sole discretion of the
Committee;
(b) give the Participant or any other person any interest
in any fund or in any specified asset or assets of the Company or any
Subsidiary; or
(c) confer upon the Participant the right to continue in
the employment or service of the Company or any Subsidiary, or affect
the right of the Company or any Subsidiary to terminate the employment
or service of the Participant at any time or for any reason.
9. PREREQUISITES TO BENEFITS. Neither the Participant,
nor any person claiming through the Participant, shall have any right or
interest in the Restricted Stock awarded hereunder, unless and until all the
terms, conditions and provisions of this Agreement and the Plan which affect
the Participant or such other person shall have been complied with as specified
herein.
10. RIGHTS AS A STOCKHOLDER. Subject to the limitations
and restrictions contained herein, the Participant (or Beneficiary) shall have
all rights as a stockholder with respect to the shares of Restricted Stock once
such shares have been registered in his name hereunder.
11. SUCCESSORS AND ASSIGNS. This Agreement shall bind
and inure to the benefit of and be enforceable by the Participant, the Company
and their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not
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assign any rights or obligations under this Agreement except to the extent and
in the manner expressly permitted herein.
12. GOVERNING LAW. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
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This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
BAYARD DRILLING TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
On behalf of the Board of Directors
PARTICIPANT
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
