EXHIBIT 10.1(c)
FORM OF RESTRICTED STOCK AGREEMENT
Grantee:_______________________ Grant Date: _______________________
Address:_______________________
_______________________
Number of Shares:______________
XXXXXX EXPLORATION COMPANY
STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "AGREEMENT"), is made as of
the Grant Date set forth above between XXXXXX EXPLORATION COMPANY, a
Delaware corporation (the "COMPANY"), and the grantee named above
("GRANTEE").
The Xxxxxx Exploration Company Stock Option and Restricted Stock
Plan of 1997 (the "PLAN") is administered by the Stock Plan Committee of
the Company's Board of Directors or such other committee (the "COMMITTEE")
as the Board of Directors shall designate to administer the Plan, which
shall consist of at least two members of the Board, all of who are Non-Employee
Directors, as defined in Rule 16b-3 under the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"). The Committee has determined
that Grantee [, a[n] [officer] [and] [director] of the Company,] is
eligible to participate in the Plan. The Committee has granted restricted
stock to Grantee, subject to the terms and conditions contained in this
Agreement and in the Plan.
Grantee acknowledges receipt of a copy of the Plan and accepts
these shares of restricted stock subject to all of the terms, conditions,
and provisions of this Agreement and the Plan.
1. GRANT OF RESTRICTED STOCK. The Company grants to Grantee, and
Grantee accepts, the number of shares of common stock set forth above,
subject to the terms and conditions of this Agreement (the "RESTRICTED
STOCK").
2. EMPLOYMENT BY THE COMPANY. The Company awards the Restricted
Stock to Grantee on the condition that Grantee remains employed by the
Company or a subsidiary (as defined in the Plan) of the Company and
complies with the terms of this Agreement. If Grantee breaches the terms
of this Agreement or ceases to be employed by the Company or any of its
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subsidiaries for any reason, Grantee promptly will surrender to the Company
those shares of Restricted Stock in which Grantee's interest has not vested
pursuant to this Agreement as set forth below.
3. VESTING OF RESTRICTED STOCK. So long as Grantee is employed by
the Company or a subsidiary of the Company and has not breached the terms
of this Agreement, Grantee's conditional right to the specified shares of
the Restricted Stock (or all lesser remaining number of shares of
Restricted Stock) will vest at cumulative annual increments of one-half of
the total number of Restricted Stock subject to this Agreement, beginning
on the first anniversary of the Grant Date set forth above, in each case
appropriately rounded to the closest whole share except that the total
shall be as set forth above. The Committee may, in its sole discretion,
accelerate the vesting of the Restricted Stock at any time before full
vesting.
4. TRANSFERABILITY. Unless the Committee otherwise consents,
Grantee will not sell, exchange, transfer, pledge, or otherwise dispose of
the Restricted Stock at any time, whether voluntarily or involuntarily, by
operation of law or otherwise, except that the provisions of this paragraph
will not apply to Restricted Stock that has vested pursuant to this
Agreement and Restricted Stock that is sold, exchanged, transferred,
pledged, or otherwise disposed of to the Company or by will or the laws of
descent and distribution. If Grantee violates the restrictions in this
Paragraph, Grantee's right to unvested shares of Restricted Stock
immediately will cease and terminate and Grantee promptly will forfeit and
surrender all shares of Restricted Stock that are still subject to
restrictions to the Company.
5. RIGHTS AS A STOCKHOLDER. Grantee will have all rights as a
stockholder with respect to the Restricted Stock, including (a) the right
to vote the Restricted Stock at stockholders' meetings, (b) the right to
receive, without restriction, all cash dividends paid with respect to the
Restricted Stock, and (c) the right to participate with respect to the
Restricted Stock in any stock dividend, stock split, recapitalization, or
other adjustment in the capital stock of the Company, or any merger,
consolidation, or other reorganization involving an increase, decrease, or
adjustment in the capital stock of the Company. Any shares or other
security received as a result of any stock dividend, stock split, or
reorganization will be subject to the same terms, conditions, and
restrictions as those relating to the Restricted Stock granted under this
Agreement.
6. TERMINATION OF EMPLOYEE STATUS.
(a) TERMINATION FOR GOOD REASON. If Grantee ceases to be
an employee of the Company or a subsidiary for good reason (as
defined in any agreement between the Company and Grantee), the
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restrictions applicable to the shares of Restricted Stock
automatically shall terminate. If Grantee terminates employment
with the Company for good reason (as defined in any agreement
between Grantee and the Company), the Restricted Stock shall be
deemed to have vested on the day immediately preceding such
termination.
(b) DISABILITY OR DEATH. If Grantee dies or becomes
totally disabled (as defined in the Plan), the restrictions
applicable to the shares of Restricted Stock automatically shall
terminate and the Restricted Stock shall vest as of the date of
termination.
(c) TERMINATION FOR CAUSE. If the Committee determines
that Grantee has entered into competition with the Company or any
of its subsidiaries, any shares of Restricted Stock still subject
to restrictions as of the date of entry into competition
automatically shall be forfeited and returned to the Company.
The Committee shall have sole discretion in making such
determination.
7. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF GRANTEE. Grantee
represents, warrants, and covenants to the Company as follows:
a. INVESTMENT ONLY. Grantee is acquiring the Restricted
Stock for Grantee's own account for investment and Grantee has no
present intention of distributing or selling any portion of the
Restricted Stock. Grantee understands and acknowledges that the
Company will have no obligation to recognize the ownership,
beneficial or otherwise, of the Restricted Stock by anyone but
Grantee.
b. NO TRANSFER. Grantee will not sell or transfer any
Restricted Stock except upon conditions that the Company may
reasonably specify to insure compliance with the federal and
applicable state securities laws. The Company may refuse to
transfer any Restricted Stock unless the Company is reasonably
satisfied that Grantee has complied with the federal and
applicable state securities laws and Grantee's other promises in
this Agreement.
c. LEGEND. The Company may place a legend on the
certificates evidencing the Restricted Stock noting restrictions
on transferability.
8. EMPLOYMENT BY THE COMPANY. Nothing in this Agreement will
impose, or be deemed to impose, upon the Company any obligation to retain
Grantee in the employ of the Company for any given period or upon any
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specific terms of employment. Grantee acknowledges that, except as
otherwise agreed by the Company in a signed written agreement, Grantee's
employment is "at will" and terminable by Grantee or the Company at any
time and for any reason.
9. TAX WITHHOLDING. Grantee authorizes the Company or a subsidiary
of the Company to (a) withhold and deduct from future wages of Grantee (or
from other amounts that may be due and owing to Grantee from the Company or
a subsidiary of the Company), or make other arrangements for the collection
of, all amounts deemed necessary to satisfy any and all federal, state, and
local withholding and employment-related tax requirements attributable to
an award of Restricted Stock, or (b) require Grantee promptly to remit the
amount of such withholding to the Company before taking any action with
respect to the Restricted Stock. Upon Grantee's request, the Company will
withhold taxes, if any, arising from the vesting of any Restricted Stock by
accepting from Grantee the return of a sufficient number of shares of
unrestricted common stock equal in value to the amount of taxes to be
withheld.
10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
11. BINDING EFFECT AND AMENDMENT. This Agreement is the entire
agreement between the parties and will be binding upon, and will inure to
the benefit of, the parties to this Agreement and their respective heirs,
successors, and assigns, and may be modified only by a writing signed by
the parties.
12. REMEDIES. Grantee acknowledges that any breach of the promises
in Paragraph 7 of this Agreement would cause the Company irreparable damage
and therefore agrees that, in the event of a breach of one or more of those
promises, the Company shall be entitled to preliminary and permanent
injunction relief in addition to any direct, incidental, and consequential
damages, including lost profits, arising from that breach.
13. EFFECTIVE DATE. The grant of the Restricted Stock under this
Agreement will be effective as of the Grant Date set forth above.
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14. PLAN CONTROLS. The Plan is incorporated by reference into this
Agreement. Capitalized terms not defined in this Agreement shall have
those meanings provided in the Plan. In the event of any conflict between
the terms of this Agreement and the terms of the Plan, the provisions of
the Plan shall control.
XXXXXX EXPLORATION COMPANY
By________________________________ _____________________________
Its__________________________
"Company" "Grantee"
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