EXHIBIT 10.8
UNIVERSAL COMPRESSION HOLDINGS, INC. RESTRICTED STOCK PLAN
RESTRICTED STOCK AGREEMENT
FOR EXECUTIVE OFFICERS
Grantee:
Address:
Total Shares Subject to
Restricted Stock Award:
Date of Award:
Vesting Commencement Date:
Expiration of the Restriction Period:
1. Issuance of Stock. The Company hereby agrees to issue to the grantee
named above (the "Grantee"), the shares of Common Stock set forth above as the
Total Shares subject to the Restricted Stock Award (the "Shares"), in accordance
with this Restricted Stock Agreement (the "Agreement") and subject to the terms
and conditions of the Universal Compression Holdings, Inc. Restricted Stock Plan
for Executive Officers (the "Plan"), which are incorporated herein by reference.
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed to them in the Plan.
2. Forfeiture; Company's Cancellation Right. Upon any termination of
the Grantee's Continuous Service before all of the Shares are released from the
Forfeiture Restrictions described in Section 3 of this Agreement, the Company
shall have the right (the "Cancellation Right"), exercisable at any time during
the ninety (90) day period (the "Cancellation Period") following the date of
termination of the Grantee's Continuous Service (the "Termination Date"), to
cancel, without any additional consideration, all or any portion of the Shares
in which the Grantee is not, as of the Termination Date, vested in accordance
with the provisions of Section 3 of this Agreement (the "Unvested Shares"). The
Cancellation Right shall be exercisable by written notice delivered to the
Grantee and any recipient of a Permitted Transfer (as defined in Section 3 of
this Agreement) of Unvested Shares prior to the expiration of the Cancellation
Period. The notice shall indicate the number of Unvested Shares to be cancelled.
The cancellation shall be effective immediately after giving of notice in
accordance with the terms of this Agreement without any further action on the
part of the Grantee. The certificates representing the shares so cancelled shall
be promptly delivered to Company, but failure to deliver such certificates shall
not affect the effectiveness of such cancellation. The
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Cancellation Right shall terminate with respect to any Unvested Shares for which
it is not exercised during the Cancellation Period. In addition, the
Cancellation Right shall terminate and cease to be exercisable by the Company
with respect to any and all Shares which are released from the Forfeiture
Restrictions described in Section 3 of this Agreement.
3. Forfeiture Restrictions; Vesting.
(a) The Grantee may not sell, transfer, pledge, exchange, hypothecate,
or otherwise dispose of any of the Unvested Shares, or any right or interest
therein, before the Expiration of the Restriction Period set forth on the first
page of this Agreement or any other lapse of the Forfeiture Restrictions under
this Agreement, except only with respect to (i) a gratuitous transfer with the
prior written consent of the Company or (ii) a transfer of title effected
pursuant to Grantee's will or the laws of intestate succession following
Grantee's death (in either such case, a "Permitted Transfer").
(b) The Shares shall vest and the Forfeiture Restrictions with respect
to such Shares shall lapse on each anniversary of the Vesting Commencement Date
as set forth on the first page of this Agreement, if at each such anniversary of
the Vesting Commencement Date the Grantee's Continuous Service has not
terminated, as follows:
(i) twenty-five percent (25%) of the Shares shall vest on the
second anniversary of the Vesting Commencement Date;
(ii) an additional twenty-five percent (25%) of the Shares shall
vest on the third anniversary of the Vesting Commencement
Date;
(iii) an additional twenty-five percent (25%) of the Shares shall
vest on the fourth anniversary of the Vesting Commencement
Date; and
(iv) the remaining Shares shall vest on the fifth anniversary of
the Vesting Commencement Date.
If an installment of the release of shares from the Forfeiture Restrictions
covers a fractional Share, such installment will be rounded to the next higher
Share, except the final installment, which will be for the balance of the
Shares.
(c) The Forfeiture Restrictions may lapse, and the Unvested Shares may
become vested and released from the Cancellation Right, earlier than the times
stated above in accordance with the provisions of Section 4(c) of the Plan.
4. Federal Restrictions on Transfer. The Grantee understands that,
regarding any of the Shares that may become transferable because of the lapse of
Forfeiture Restrictions, the Company is under no obligation to register any
resale of the Shares and that an exemption may not be available or may not
permit the Grantee to resell or transfer any of the Shares in the
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amounts or at the times proposed by the Grantee. The Grantee hereby acknowledges
that the Grantee is prepared to hold the Shares for an indefinite period and
that the Grantee is aware of the requirements of Rule 144 and other exemptions
from the registration requirements of the Securities Act. Subject to the other
provisions of this Agreement, if the Shares have not been registered under the
Securities Act, the Grantee shall make no disposition of the Shares (other than
a Permitted Transfer) unless and until there is compliance with all of the
following requirements:
(a) The Grantee shall have furnished the Company with a written summary
of the terms and conditions of the proposed disposition.
(b) The Grantee shall have complied with all requirements of this
Agreement applicable to the disposition of the Shares.
(c) The Grantee shall have provided the Company with written
assurances, in form and substance satisfactory to the Company, that (i) the
proposed disposition does not require registration of the Shares under the
Securities Act or (ii) all appropriate action necessary for compliance with the
registration requirements of the Securities Act or any exemption from
registration available under the Securities Act (including Rule 144) has been
taken.
5. Stockholder Rights. Until such time as the Company exercise its
Cancellation Right, the Grantee shall have all the rights of a stockholder with
respect to the Unvested Shares, including without limitation, the right to vote
the Unvested Shares and the right to receive any cash dividends declared
thereon, subject however, to the restrictions contained in this Agreement and
the provisions of Section 4(b) of the Plan relating to the dissolution or
liquidation of the Company.
6. Capital Adjustments and Corporate Events. If, from time to time
during the term of the Restriction Period, there is (i) any capital adjustment
affecting the outstanding Common Stock as a class without the Company's receipt
of consideration, the Unvested Shares shall be adjusted in accordance with the
provisions of Section 4(a) of the Plan or (ii) a Change in Control, the Unvested
Shares shall be subject to the provisions of Section 4(c) of the Plan. Any and
all new, substituted or additional securities to which the Grantee may be
entitled by reason of the Grantee's ownership of the Unvested Shares hereunder
because of a capital adjustment shall be immediately subject to the Company's
Cancellation Right and included thereafter as "Unvested Shares" for purposes of
this Agreement.
7. Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or the Plan, or (ii) to
treat as owner of such Shares, or accord the right to vote or pay or deliver
dividends or other distributions to, any purchaser or other transferee to whom
or which such Shares shall have been so transferred.
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8. Legends.
(a) If the Shares have not been registered under the Securities Act,
the stock certificates for all of the Shares shall be endorsed with the
following restrictive legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR OFFERED
FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SHARES UNDER SUCH ACT, (B) A 'NO ACTION' LETTER OF THE SECURITIES
AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER OR (C)
SATISFACTORY ASSURANCES TO THE ISSUER THAT REGISTRATION UNDER SUCH ACT
IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.
(b) In addition to the legend referenced to above, the certificate or
certificates evidencing the Unvested Shares, if any, issued hereunder shall be
endorsed with the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
CANCELLATION RIGHTS GRANTED TO THE ISSUER AND ACCORDINGLY MAY NOT BE
SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF
EXCEPT IN CONFORMITY WITH THE TERMS OF THAT CERTAIN RESTRICTED STOCK
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES. A
COPY OF SUCH AGREEMENT IS MAINTAINED AT THE ISSUER'S PRINCIPAL
CORPORATE OFFICES.
9. Tax Consequences. The Grantee has reviewed with the Grantee's own
tax advisors the federal, state, and local tax consequences of this investment
and the transactions contemplated by this Agreement. The Grantee is relying
solely on such advisors and not on any statements or representations of the
Company or any of its agents. The Grantee understands that the Grantee (and not
the Company) shall be responsible for the Grantee's own tax liability that may
arise as a result of the transactions contemplated by this Agreement. The
Grantee understands that Section 83 of the Code taxes as ordinary income the
difference between the purchase price, if any, for the Shares and the Fair
Market Value of the Shares as of the date any restrictions on the Shares lapse.
In this context, "restriction" includes the Forfeiture Restrictions and the
right of the Company to repurchase the Unvested Shares pursuant to the
Forfeiture Repurchase Option. The Grantee understands that the Grantee may elect
to be taxed at the time the Shares are awarded rather than when and as the
restrictions lapse by filing an election under Section 83(b) of the Code with
the Internal Revenue Service within 30 days from the Date of Award. THE GRANTEE
ACKNOWLEDGES THAT IT IS THE GRANTEE'S SOLE RESPONSIBILITY (AND NOT THE
COMPANY'S) TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE GRANTEE
REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE GRANTEE'S
BEHALF.
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10. Withholding of Taxes. At the time and to the extent vested Shares
become compensation income to the Grantee for federal or state income tax
purposes, the Grantee either shall deliver to the Company such amount of money
as required to meet the Company's minimum obligation under applicable tax laws
or regulations, or, in lieu of cash, the Grantee, in his sole discretion, may
elect to surrender, or direct the Company to withhold from the vested Shares,
shares of Common Stock (valued at their Fair Market Value on the date of
surrender or withholding of such shares) in such number as necessary to satisfy
either (i) the Company's minimum tax withholding obligations or (ii) the
Grantee's tax obligation as anticipated by the Grantee, by reason of such
compensation income, whichever the Grantee elects.
11. Entire Agreement; Governing Law. The Plan and this Agreement
constitute the entire agreement of the Company and the Grantee (collectively,
the "Parties") with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Parties with respect to
the subject matter hereof, and may not be modified adversely to the Grantee's
interest except by means of a writing signed by the Parties. Nothing in the Plan
and this Agreement (except as expressly provided therein or herein) is intended
to confer any rights or remedies on any person other than the Parties. The Plan
and this Agreement are to be construed in accordance with and governed by the
internal laws of the State of Texas, without giving effect to any choice-of-law
rule that would cause the application of the laws of any jurisdiction other than
the internal laws of the State of Texas to the rights and duties of the Parties.
Should any provision of the Plan or this Agreement relating to the Shares be
determined by a court of law to be illegal or unenforceable, such provision
shall be enforced to the fullest extent allowed by law and the other provisions
shall nevertheless remain effective and shall remain enforceable.
12. Interpretive Matters. Whenever required by the context, pronouns
and any variation thereof shall be deemed to refer to the masculine, feminine,
or neuter, and the singular shall include the plural, and vice versa. The term
"include" or "including" does not denote or imply any limitation. The term
"business day" means any Monday through Friday other than such a day on which
banks are authorized to be closed in the State of Texas. The captions and
headings used in this Agreement are inserted for convenience and shall not be
deemed a part of the Restricted Stock Award or this Agreement for construction
or interpretation.
13. Dispute Resolution. The provisions of this Section 13 shall be the
exclusive means of resolving disputes of the Parties (including any other
persons claiming any rights or having any obligations through the Company or the
Grantee) arising out of or relating to the Plan and this Agreement. The Parties
shall attempt in good faith to resolve any disputes arising out of or relating
to the Plan and this Agreement by negotiation between individuals who have
authority to settle the controversy. Negotiations shall be commenced by either
Party by a written statement of the Party's position and the name and title of
the individual who will represent the Party. Within thirty (30) days of the
written notification, the Parties shall meet at a mutually acceptable time and
place, and thereafter as often as they reasonably deem necessary, to resolve the
dispute. If the dispute has not been resolved by negotiation, the Parties agree
that any suit, action, or proceeding arising out of or relating to the Plan or
this Agreement shall be brought in the United States District Court for the
Southern District of Texas (or should such court lack
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jurisdiction to hear such action, suit or proceeding, in a Texas state court in
Xxxxxx County, Texas) and that the Parties shall submit to the jurisdiction of
such court. The Parties irrevocably waive, to the fullest extent permitted by
law, any objection a Party may have to the laying of venue for any such suit,
action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY
RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR
PROCEEDING. If any one or more provisions of this Section 13 shall for any
reason be held invalid or unenforceable, it is the specific intent of the
Parties that such provisions shall be modified to the minimum extent necessary
to make it or its application valid and enforceable.
14. Notice. Any notice or other communication required or permitted
hereunder shall be given in writing and shall be deemed given, effective, and
received upon prepaid delivery in person or by courier or upon the earlier of
delivery or the third business day after deposit in the United States mail if
sent by certified mail, with postage and fees prepaid, addressed to the other
Party at its address as shown beneath its signature in this Agreement, or to
such other address as such Party may designate in writing from time to time by
notice to the other Party in accordance with this Section 14.
UNIVERSAL COMPRESSION HOLDINGS, INC.
By:
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Title:
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Address:
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THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE FORFEITURE RESTRICTIONS AND THE
COMPANY'S CANCELLATION RIGHT WITH RESPECT TO THE SHARES SUBJECT TO THE
RESTRICTED STOCK AWARD SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF THE
GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED OR BEING
GRANTED THE RESTRICTED STOCK AWARD). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY
RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE'S CONTINUOUS
SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE RIGHT
OF THE GRANTEE'S EMPLOYER TO TERMINATE THE GRANTEE'S CONTINUOUS SERVICE, WITH OR
WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS
THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY OR AN AFFILIATE
TO THE COMPANY THAT PROVIDES OTHERWISE, THE GRANTEE'S STATUS IS AT-WILL. The
Grantee acknowledges receipt of a copy of the Plan, represents that he or she is
familiar with the terms and provisions thereof, and hereby
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accepts the Restricted Stock Award subject to all of the terms and provisions
hereof and thereof. The Grantee has reviewed this Agreement and the Plan in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement, and fully understands all provisions of this Agreement
and the Plan. The Grantee hereby agrees that all disputes arising out of or
relating to this Agreement and the Plan shall be resolved in accordance with
Section 13 of this Agreement. The Grantee further agrees to notify the Company
upon any change in the address for notice indicated in this Agreement.
DATED: SIGNED:
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Grantee
Address:
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