Contract
Exhibit
10.1
XXXXXX
ENERGY COMPANY
Non-Employee Director Annual
Restricted Stock Award Agreement
______
Shares of Restricted Stock
THIS
AGREEMENT dated as of the 16th day
of February, 2010, between XXXXXX ENERGY COMPANY, a Delaware corporation (the
“Company”), and ___________ (“Participant”) is made pursuant and subject to the
provisions of the Xxxxxx Energy Company 2006 Stock and Incentive Compensation
Plan, as such plan may be amended from time to time (the “Plan”), a copy of
which is attached. All capitalized terms used herein that are defined in the
Plan have the same meaning given them in the Plan.
1. Award of
Restricted Stock. On February 16,
2010, pursuant to the Plan, the Committee granted to Participant, subject to the
terms and conditions of the Plan and subject further to the terms and conditions
herein set forth, an award of _______ shares, hereinafter
described as “Restricted Stock.”
2. Restrictions. Except as
provided in this Agreement, the shares of Restricted Stock are nontransferable
and are subject to a substantial risk of forfeiture.
3. Stock
Power. With respect to
shares of Restricted Stock forfeited under Paragraph 6 below, Participant does
hereby irrevocably constitute and appoint the Secretary and each Assistant
Secretary of the Company as his attorney-in-fact to transfer the forfeited
shares on the books of the Company with full power of substitution in the
premises. The Secretary and/or the Assistant Secretary shall use the authority
granted in this Paragraph 3 to cancel any shares of Restricted Stock that are
forfeited under Paragraph 6 below.
4. Vesting. Subject to
Paragraph 6 below, Participant’s interest in the shares of Restricted Stock
shall become transferable and nonforfeitable (“Vested”) with respect to
one-third of the shares of Restricted Stock on each of February 16, 2011,
February 16, 2012, and February 16, 2013.
5. Death,
Retirement, or Disability. If Participant dies, retires
or becomes permanently and totally disabled within the meaning of Section
22(e)(3) of the Internal Revenue Code of 1986, as amended (“Permanently and
Totally Disabled”) while serving on the Board and prior to the forfeiture of the
shares of Restricted Stock under Paragraph 6 below, Participant’s Restricted
Stock shall be “Vested” (i.e., the restrictions on transfer and risk of
forfeiture in Paragraph 2 above shall lapse). For purpose of this Agreement,
retirement shall mean Participant’s cessation of service on the Board
with the express approval (which may be withheld and is not guaranteed) at such
time by the Board of Directors, or the Committee that administers the Plan, of
such cessation being retirement, and a Vesting event, for purposes of
the Restricted Stock; and if such approval is not provided, then such cessation
shall not be considered retirement for purposes hereof and such cessation shall
not operate to Vest the Restricted Stock.
-1-
6. Forfeiture. Subject to
Paragraph 5 above and Paragraph 7 below, all shares of Restricted Stock that are
not then Vested shall be forfeited if Participant’s service on the Board
terminates for any reason.
7. Change in
Control.
Notwithstanding any other provision of this Agreement, Participant’s Restricted
Stock shall be Vested in full to the extent not then Vested if Participant’s
service on the Board terminates within two years following a Change in Control
other than on account of a voluntary resignation from service on the
Board.
8. Voting
Rights. During
the period of restriction, Participant shall be entitled to exercise voting
rights with respect to the shares of Restricted Stock.
9. Dividends
and Other Distributions. During the period of
restriction, Participant shall be entitled to receive all dividends and other
distributions paid in cash or property other than Stock with respect to the
shares of Restricted Stock at the same time as any holder of shares of Stock
generally would receive such dividends and other distributions. If any dividends
or distributions are paid in Stock, such Stock shall be subject to the same
restrictions on transferability and the same rules for vesting, forfeiture and
custody as the shares of Restricted Stock with respect to which they are
distributed. No fractional shares of Restricted Stock shall accrue under this
Paragraph 9, and if Participant would otherwise be entitled to a fractional
share under this Paragraph 9, such fractional share shall be disregarded and
forfeited.
10. Custody
of Certificates. Custody of stock
certificates evidencing the shares of Restricted Stock shall be retained by the
Company. The Company shall deliver to Participant the stock
certificates evidencing the shares of Restricted Stock that Vest.
11. Notice. Any notice or
other communications given pursuant to this Agreement shall be in writing and
shall be personally delivered or mailed by United States registered or certified
mail, postage prepaid, return receipt requested, to the following
addresses:
If to the
Company:
|
|
Xxxxxx
Energy Company
|
|
|
0
Xxxxx Xxxxxx Xxxxxx
|
|
|
Xxxxxxxx,
Xxxxxxxx 00000
|
|
|
Attn: Corporate
Secretary
|
|
|
If
to Participant:
|
-2-
12. Fractional
Shares. A fractional
share shall not Vest hereunder, and when any provision hereof may cause a
fractional share to Vest, any Vesting in such fractional share shall be
postponed until such fractional share and other fractional shares equal a Vested
whole share.
13. No Right
to Continued Service. This Agreement
does not confer upon Participant any right to continue to serve on the Board of
Directors of the Company, nor shall it interfere in any way with the right of
the Company to terminate such service at any time, if permissible.
14. Change
due to Capital Adjustments. The terms of this
Award shall be adjusted as the Committee determines and as provided in the Plan
for capital adjustments which, in the judgment of the Committee, necessitates
such action.
15. Governing
Law. This Agreement
shall be governed by the laws of the State of Delaware.
16. Conflicts. In the event of
any conflict between the provisions of the Plan as in effect on the date hereof
and the provisions of this Agreement, the provisions of the Plan shall
govern. All references herein to the Plan shall mean the Plan as in
effect on the date hereof.
17. Participant
Bound by Plan. Participant
hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
the terms and provisions thereof.
18. Binding
Effect. Subject to the
limitations stated above and in the Plan, this Agreement shall be binding upon
and inure to the benefit of the legatees, distributees, and personal
representatives of Participant and the successors of the Company.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly
authorized officer, and Participant has affixed his signature
hereto.
XXXXXX
ENERGY COMPANY
|
_____________________________
Xxxxxx
X. Xxxxxxxx, Xx.
President
|
Date:
February 16, 2010
|
|
_____________________________
[Participant]
|
Date:
February 16, 2010
|
-
3 -
