EXHIBIT 10.15
EDGE PETROLEUM CORPORATION
1997 INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the _____ day of
__________, _____ (the "Grant Date"), by and between Edge Petroleum Corporation,
a Delaware corporation (the "Company"), and ___________________ (the "Grantee").
The Company has adopted the Edge Petroleum Corporation 1997
Incentive Plan (the "Plan"), a copy of which is appended to this Agreement as
Exhibit A and by this reference made a part hereof, for the benefit of eligible
employees, directors and independent contractors of the Company and its
Subsidiaries. Capitalized terms used and not otherwise defined herein shall have
the meaning ascribed thereto in the Plan.
Pursuant to the Plan, the Committee, which has generally been
assigned responsibility for administering the Plan, has determined that it would
be in the interest of the Company and its stockholders to grant the restricted
stock award provided herein in order to provide Grantee with additional
remuneration for services rendered, to encourage Grantee to remain in the employ
of the Company or its Subsidiaries and to increase Grantee's personal interest
in the continued success and progress of the Company.
The Company and Grantee therefore agree as follows:
1. Grant of Restricted Stock. In order to encourage the
Grantee's contribution to the successful performance of the Company, and in
consideration of the covenants and promises of the Grantee herein contained, the
Company hereby awards to the Grantee as of March 3, 1997 (the "Date of Grant") a
total of _______ shares of Common Stock pursuant to the Plan, upon the Date of
Grant, subject to the conditions and restrictions set forth below and in the
Plan ("Restricted Stock").
2. Restrictions. The shares of Restricted Stock granted
hereunder to the Grantee may not be sold, assigned, transferred, pledged or
otherwise encumbered from the Date of Grant until the date that the Grantee
obtains a vested right to the shares (and the restrictions thereon terminate) in
accordance with the provisions of this Section 2 or as otherwise provided in
Section 6 below. (The period of time between the Date of Grant and the date that
the Grantee obtains a vested right to shares of Restricted Stock shall be
referred to herein as the "Restricted Period" as to those shares of stock.) In
the event that any day on which the Grantee would otherwise obtain a vested
right to additional shares of Restricted Stock is a Saturday, Sunday or holiday,
the Executive shall instead obtain that vested right on the first business day
immediately following such date. The Grantee shall have a vested right to the
number of shares of Restricted Stock indicated below as of the dates set forth
below:
Date Number of Shares
First Vested
---------------- -------------------------
---------------- -------------------------
---------------- -------------------------
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All of the foregoing provisions of this Section 2 are subject
to (A) the provisions of Section 6 below, addressing events that may result in
early termination of the Restricted Period or forfeiture of the Grantee's
interest in all or part of the Restricted Shares and (B) the provisions of any
written employment agreement between the Grantee and the Company or a Subsidiary
that applies, by its terms, to this Agreement and that is in effect at the time
its provisions would become operative with respect to this Agreement.
3. No Code Section 83(b) Election. The Grantee shall not make
an election, under Code Section 83(b), to include an amount in income in respect
of Restricted Stock.
4. Sale of Restricted Stock. Grantee agrees that Grantee shall
not sell the Restricted Stock and that the Company shall not be obligated to
deliver any shares of Common Stock if counsel to the Company determines that
such sale or delivery would violate any applicable law or any rule or regulation
of any governmental authority or any rule or regulation of, or agreement of the
Company with, any securities exchange or association upon which the Common Stock
is listed or quoted. The Company shall in no event be obligated to take any
affirmative action in order to cause the delivery of shares of Common Stock to
comply with any such law, rule, regulation or agreement.
5. Escrow of Shares. Shares of Restricted Stock shall be, at
the election of the Committee, either (a) registered in book entry form, (b)
registered in the name of the Grantee and deposited with the Secretary of the
Company or (c) held in nominee name for the benefit of the Grantee during the
Restricted Period, in any case, if the Company requests, together with a stock
power endorsed by the Grantee in blank. Any 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. Upon termination of
the Restricted Periods with respect to shares of Restricted Stock, a certificate
representing such shares shall be delivered upon written request to the Grantee
as promptly as practicable following such termination.
6. Accelerated Vesting of Restricted Stock; Forfeiture.
(a) If Grantee's employment with the Company and its
Subsidiaries (i) shall terminate by reason of (x) termination by the
Company without Cause (as defined below), (y) termination by Grantee
for Good Reason (as defined below) or (z) Disability (as defined below)
or (ii) if Grantee dies while employed by the Company or a Subsidiary,
then the Restricted Periods set forth in Section 2 above shall
terminate and the Grantee's right to the Restricted Stock shall become
fully vested, to the extent not previously vested pursuant to Section 2
above, and nonforfeitable, and all restrictions thereon shall
terminate.
(b) If Grantee's employment with the Company and its
Subsidiaries is terminated by the Company for Cause (as defined below)
or voluntarily by the Grantee other than as provided in Section 6(a),
then all Restricted Stock awarded to the Grantee that has not
previously vested in accordance with Sections 2 or 6(a) above shall be
forfeited.
"Cause" for purposes of the Agreement shall mean cause as
defined in any written employment agreement between the Grantee and the Company
or a Subsidiary in effect at the time of the Grantee's termination of employment
or, in the absence of any such employment agreement, any of the following: (a)
conviction of the Grantee by a court of competent jurisdiction of any felony or
a crime involving moral turpitude; (b) the Grantee's knowing failure or refusal
to follow reasonable instructions of the Board or reasonable policies, standards
and regulations of the Company or its Subsidiaries; (c) the Grantee's continued
failure or refusal to faithfully and diligently perform the usual, customary
duties of his employment with the Company or a Subsidiary; (d) the Grantee
continuously conducting himself in an unprofessional, unethical, immoral or
fraudulent manner; or (e) the Grantee's conduct discredits the Company or a
Subsidiary or is detrimental to the reputation, character and standing of the
Company or a Subsidiary.
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"Disability" for purposes of the Agreement shall mean
disability as defined in any written employment agreement between the Grantee
and the Company or a Subsidiary in effect at the time of the Grantee's
termination of employment or, in the absence of any such employment agreement,
as determined by the Committee in good faith and/or pursuant to any long-term
disability plan sponsored by the Company or applicable Subsidiary.
"Good Reason" for purposes of the Agreement shall mean (a)
good reason as defined in any written employment agreement between the Grantee
and the Company or a Subsidiary in effect at the time of the Grantee's
termination of employment, (b) if such an agreement is then in effect and does
not define "good reason" but contains a provision permitting the Grantee to
voluntarily terminate employment, upon the occurrence of certain events, on
terms substantially equal to those applicable to an involuntary termination
without cause, "Good Reason" shall mean any of those events or (c) in the
absence of any such employment agreement definition or provision, "Good Reason"
shall be deemed to have occurred upon the happening of any of the following:
(i) any reduction in Grantee's annual rate of salary;
(ii) either (x) a failure of the Company to continue in effect
any employee benefit plan in which Grantee was participating or (y) the
taking of any action by the Company that would adversely affect
Grantee's participation in, or materially reduce Grantee's benefits
under, any such employee benefit plan, unless such failure or such
taking of any action adversely affects the senior members of the
corporate management of the Company generally;
(iii) the assignment to Grantee of duties and responsibilities
that are materially more oppressive or onerous than those attendant to
Grantee's position immediately after the date hereof;
(iv) the relocation of the office location as assigned to
Grantee by the Company to a location more than 20 miles from Grantee's
current location without Grantee's consent; or
(v) the failure of the Company to obtain, prior to the time of
any reorganization, merger, consolidation, disposition of all or
substantially all of the assets of the Company or similar transaction
effective after the date hereof, in which the Company is not the
surviving person, the unconditional assumption in writing or by
operation of law of the Company's obligations to Grantee under this
Agreement by each direct successor to the Company in any such
transaction.
All of the foregoing provisions of this Section 6 are subject
to the provisions of any written employment agreement between the Grantee and
the Company or a Subsidiary that is in effect at the time of the Grantee's
termination of employment and that applies, by its terms, to this Agreement.
7. Withholding for Taxes. Grantee acknowledges and agrees that
the Company may, at its option, deduct from the shares of Common Stock otherwise
payable or deliverable upon expiration of the Restricted Period a number of
shares of Common Stock (valued at their Fair Market Value on the date of
exercise) that is equal to the amount of all federal, state and local taxes
required to be withheld by the Company upon such exercise, as determined by the
Committee.
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8. Beneficiary Designations. The Grantee shall file with the
Secretary of the Company on the form annexed hereto as Exhibit B or such other
form as may be prescribed by the Company, a designation of one or more
beneficiaries (each, a "Beneficiary") to whom shares otherwise due the Grantee
shall be distributed in the event of the death of the Grantee while serving as a
Director of the Company. The Grantee 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 Grantee but dies before
receiving all of the Grantee's benefits hereunder, any remaining benefits due
the Grantee shall be distributed to the deceased Beneficiary's estate. If there
is no effective Beneficiary designation on file at the time of the Grantee's
death, or if the designated Beneficiary or Beneficiaries have all predeceased
such Grantee, the payment of any remaining benefits shall be made to the
Grantee's estate.
9. Nonalienation of Benefits. Except as contemplated by
Section 8 above, and other than pursuant to a qualified domestic relations
order, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary or by operation of law, 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 Grantee or the Grantee's Beneficiary hereunder
shall become bankrupt or attempt to transfer, anticipate, alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above or other than pursuant to a qualified domestic
relations order, 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.
10. Prerequisites to Benefits. Neither the Grantee, nor any
person claiming through the Grantee, shall have any right or interest in
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Grantee or such
other person shall have been complied with as specified herein.
11. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Grantee (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in the Grantee's name or issued for the benefit of
Grantee hereunder.
12. Adjustments. As provided in Section 15 of the Plan,
certain adjustments may be made to the Restricted Stock upon the occurrence of
events or circumstances described in Section 15 of the Plan.
13. Notice. Unless the Company notifies the Grantee in writing
of a different procedure, any notice or other communication to the Company with
respect to this Agreement shall be in writing and shall be:
(a) delivered personally to the following address:
Edge Petroleum Corporation
Texaco Heritage Plaza
1111 Bagby, Suite 2100
Xxxxxxx, Xxxxx 00000
or
(b) sent by first class mail, postage prepaid and addressed as
follows:
Edge Petroleum Corporation
c/o Corporate Secretary
Texaco Heritage Plaza
1111 Bagby, Suite 2100
Xxxxxxx, Xxxxx 00000
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Any notice or other communication to the Grantee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by first
class mail, postage prepaid, to Grantee's address as listed in the records of
the Company on the Grant Date, unless the Company has received written
notification from the Grantee of a change of address.
14. Amendment. Notwithstanding any other provisions
hereof, this Agreement may be supplemented or amended from time to time as
approved by the Committee as contemplated by Section 6 of the Plan. Without
limiting the generality of the foregoing, without the consent of the Grantee,
(a) this Agreement may be amended or supplemented (i) to cure
any ambiguity or to correct or supplement any provision herein which
may be defective or inconsistent with any other provision herein, or
(ii) to add to the covenants and agreements of the Company for the
benefit of Grantee or surrender any right or power reserved to or
conferred upon the Company in this Agreement, subject, however, to any
required approval of the Company's stockholders and, provided, in each
case, that such changes or corrections shall not adversely affect the
rights of Grantee with respect to the Award evidenced hereby without
the Grantee's consent, or (iii) to make such other changes as the
Company, upon advice of counsel, determines are necessary or advisable
because of the adoption or promulgation of, or change in or of the
interpretation of, any law or governmental rule or regulation,
including any applicable federal or state securities laws; and
(b) subject to Section 6 of the Plan and any required approval
of the Company's stockholders, the Award evidenced by this Agreement
may be canceled by the Committee and a new Award made in substitution
therefor, provided that the Award so substituted shall satisfy all of
the requirements of the Plan as of the date such new Award is made.
15. Grantee Employment. Nothing contained in this Agreement,
and no action of the Company or the Committee with respect hereto, shall confer
or be construed to confer on the Grantee any right to continue in the employ of
the Company or any of its Subsidiaries or interfere in any way with the right of
the Company or any employing Subsidiary to terminate the Grantee's employment at
any time, with or without cause; subject, however, to the provisions of any
employment agreement between the Grantee and the Company or any Subsidiary.
16. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the internal laws of the State of Delaware.
17. Construction. References in this Agreement to "this
Agreement" and the words "herein," "hereof," "hereunder" and similar terms
include all Exhibits and Schedules appended hereto, including the Plan. This
Agreement is entered into, and the Award evidenced hereby is granted, pursuant
to the Plan and shall be governed by and construed in accordance with the Plan
and the administrative interpretations adopted by the Committee thereunder. All
decisions of the Committee upon questions regarding the Plan or this Agreement
shall be conclusive. Unless otherwise expressly stated herein, in the event of
any inconsistency between the terms of the Plan and this Agreement, the terms of
the Plan shall control. The headings of the Sections of this Agreement have been
included for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
18. Duplicate Originals. The Company and the Grantee may sign
any number of copies of this Agreement. Each signed copy shall be an original,
but all of them together represent the same agreement.
19. Rules by Committee. The rights of the Grantee and
obligations of the Company hereunder shall be subject to such reasonable rules
and regulations as the Committee may adopt from time to time hereafter.
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20. Entire Agreement. Subject to the provisions of any
applicable written employment agreement between the Grantee and the Company or
any Subsidiary, Grantee and the Company hereby declare and represent that no
promise or agreement not herein expressed has been made and that this Agreement
contains the entire agreement between the parties hereto with respect to the
Option and replaces and makes null and void any prior agreements, oral or
written, between Grantee and the Company regarding the Restricted Stock award.
21. Grantee Acceptance. Grantee shall signify acceptance of
the terms and conditions of this Agreement by signing in the space provided at
the end hereof and returning a signed copy to the Company.
EDGE PETROLEUM CORPORATION
By:_______________________
Name:_____________________
Title:____________________
ACCEPTED:_________________
Exhibit B to Restricted Stock Award
Agreement dated as of ________ ___, _____
EDGE PETROLEUM CORPORATION 1997 INCENTIVE PLAN
Designation of Beneficiary
I, the "Grantee"), hereby declare
that upon my death _______________________________________(the "Beneficiary") of
Name
______________________________________________________________________________,
Street Address City State Zip Code
who is my _________________________________________________, shall be entitled
Relationship to Grantee
to the Restricted Stock and all other rights accorded the Grantee
by the above-referenced grant agreement (the "Agreement").
It is understood that this Designation of Beneficiary is made pursuant
to the Agreement and is subject to the conditions stated therein, including the
Beneficiary's survival of the Grantee's death. If any such condition is not
satisfied, such rights shall devolve according to the Grantee's will or the laws
of descent and distribution.
It is further understood that all prior designations of beneficiary
under the Agreement are hereby revoked and that this Designation of Beneficiary
may only be revoked in writing, signed by the Grantee and filed with the Company
prior to the Grantee's death.
_______________ _____________________________
Date Grantee
