Exhibit 99.4
FORM OF
RESTRICTED STOCK AGREEMENT
UNDER THE
LONG-TERM INCENTIVE PLAN
This RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of June 17, 2009,
by and between Gulf Island Fabrication, Inc. ("Gulf Island") and __________ (the
"Award Recipient").
WHEREAS, Gulf Island maintains the Long-Term Incentive Plan (the "Plan"), under
which the Compensation Committee of the Board of Directors of Gulf Island (the
"Committee"), may, among other things, grant restricted shares of Gulf Island's
common stock, no par value per share (the "Common Stock"), to key employees of
Gulf Island or its subsidiaries (collectively, the "Company") as the Committee
may determine, subject to terms, conditions, or restrictions as it may deem
appropriate; and
WHEREAS, pursuant to the Plan the Committee has awarded to the Award Recipient
restricted shares of Common Stock on the terms and conditions specified below;
NOW, THEREFORE, the parties agree as follows:
1.
AWARD OF SHARES
Upon the terms and conditions of the Plan and this Agreement, the Committee as
of the date of this Agreement (the "Date of Grant") hereby awards to the Award
Recipient ________ restricted shares of Common Stock (the "Restricted Stock"),
that vest, subject to Sections 2 and 3 hereof, in full on June 17, 2012.
2.
AWARD RESTRICTIONS ON
RESTRICTED STOCK
2.1 In addition to the conditions and restrictions provided in the
Plan, neither the shares of Restricted Stock nor the right to vote the
Restricted Stock, to receive dividends thereon or to enjoy any other rights or
interests thereunder or hereunder may be sold, assigned, donated, transferred,
exchanged, pledged, hypothecated or otherwise encumbered prior to vesting.
Subject to the restrictions on transfer provided in this Section 2.1, the Award
Recipient shall be entitled to all rights of a shareholder of Gulf Island with
respect to the Restricted Stock, including the right to vote the shares and
receive all dividends and other distributions declared thereon.
2.2 If the shares of Restricted Stock have not already vested in
accordance with Section 1 above, the shares of Restricted Stock shall vest and
all restrictions set forth in Section 2.1 shall lapse upon the occurrence of a
Change of Control of Gulf Island, as described in Section 12.11 of the Plan.
3.
TERMINATION OF EMPLOYMENT
If the Award Recipient's employment terminates for any reason prior to
the vesting of some or all of the Restricted Stock (except in connection with a
Change of Control in accordance with Section 2.2 hereof), all unvested shares of
Restricted Stock granted hereunder shall immediately be forfeited.
4.
STOCK CERTIFICATES
4.1 The stock certificates evidencing the Restricted Stock shall be
retained by Gulf Island until the lapse of restrictions under the terms hereof.
Gulf Island shall place a legend, in the form specified in the Plan, on the
stock certificates restricting the transferability of the shares of Restricted
Stock.
4.2 Upon the lapse of restrictions on shares of Restricted Stock, Gulf
Island shall cause a stock certificate without a restrictive legend to be issued
with respect to the vested Restricted Stock in the name of the Award Recipient
or his nominee within 10 business days. Upon receipt of such stock certificate,
the Award Recipient is free to hold or dispose of the shares represented by such
certificate, subject to applicable securities laws.
5.
DIVIDENDS
Any dividends paid on shares of Restricted Stock shall be paid to the Award
Recipient currently.
6.
WITHHOLDING TAXES
At the time that all or any portion of the Restricted Stock vests, the Award
Recipient must deliver to Gulf Island the amount of income tax withholding
required by law. In accordance with the terms of the Plan, the Award Recipient
may satisfy the tax withholding obligation by delivering currently owned shares
of Common Stock or by electing to have Gulf Island withhold from the shares the
Award Recipient otherwise would receive hereunder shares of Common Stock having
a value equal to the minimum amount required to be withheld (as determined under
the Plan).
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7.
ADDITIONAL CONDITIONS
Anything in this Agreement to the contrary notwithstanding, if at any time Gulf
Island further determines, in its sole discretion, that the listing,
registration or qualification (or any updating of any such document) of the
shares of Common Stock issuable pursuant hereto is necessary on any securities
exchange or under any federal or state securities or blue sky law, or that the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with the issuance of shares of
Common Stock pursuant thereto, or the removal of any restrictions imposed on
such shares, such shares of Common Stock shall not be issued, in whole or in
part, or the restrictions thereon removed, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to Gulf Island. Gulf Island agrees to use
commercially reasonable efforts to issue all shares of Common Stock issuable
hereunder on the terms provided herein.
8.
NO CONTRACT OF EMPLOYMENT INTENDED
Nothing in this Agreement shall confer upon the Award Recipient any right to
continue in the employment of the Company, or to interfere in any way with the
right of the Company to terminate the Award Recipient's employment relationship
with the Company at any time.
9.
BINDING EFFECT
This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, legal
representatives and successors. Without limiting the generality of the
foregoing, whenever the term "Award Recipient" is used in any provision of this
Agreement under circumstances where the provision appropriately applies to the
heirs, executors, administrators or legal representatives to whom this award may
be transferred by will or by the laws of descent and distribution, the term
"Award Recipient" shall be deemed to include such person or persons.
10.
INCONSISTENT PROVISIONS
The shares of Restricted Stock granted hereby are subject to the terms,
conditions, restrictions and other provisions of the Plan as fully as if all
such provisions were set forth in their entirety in this Agreement. If any
provision of this Agreement conflicts with a provision of the Plan, the Plan
provision shall control. The Award Recipient acknowledges that a copy of the
Plan was distributed or made available to the Award Recipient and that the Award
Recipient was advised to review such Plan prior to entering into this Agreement.
The Award Recipient waives the right to claim that the provisions of the Plan
are not binding upon the Award Recipient and the Award Recipient's heirs,
executors, administrators, legal representatives and successors.
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11.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of Louisiana.
12.
ENTIRE AGREEMENT; MODIFICATION
The Plan and this Agreement contain the entire agreement between the parties
with respect to the subject matter contained herein and may not be modified,
except as provided in the Plan, as it may be amended from time to time in the
manner provided therein, or in this Agreement, as it may be amended from time to
time by a written document signed by each of the parties hereto. Any oral or
written agreements, representations, warranties, written inducements, or other
communications with respect to the subject matter contained herein made prior to
the execution of the Agreement shall be void and ineffective for all purposes.
By Award Recipient's signature below, Award Recipient represents that he or she
is familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Award Recipient
has reviewed the Plan and this Agreement in their entirety and fully understands
all provisions of this Agreement. Award Recipient agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Plan or this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered on the day and year first above written.
GULF ISLAND FABRICATION, INC.
By:
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Name: Xxxxx X. Xxxxxxx
Title: Chairman, Compensation Committee
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{Insert name}
Award Recipient
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