DIRECTOR DEFERRED SHARE AGREEMENT
Exhibit 10.5
DIRECTOR
DEFERRED SHARE AGREEMENT
DEFERRED SHARE AGREEMENT
THIS AGREEMENT is made as of the ___ day of _____________ (the “Effective Date”) between Civeo Corporation, a British Columbia corporation (the “Company”), and _________________ (“Director”).
To carry out the purposes of the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (as amended from time to time, the “Plan”), by affording Director the opportunity to acquire shares of common stock of the Company (“Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Director hereby agree as follows:
2. RIGHTS ATTACHING TO DEFERRED SHARES. As used herein, the term “Deferred Share” means an unfunded and unsecured right to acquire a share of Stock upon lapse of the Forfeiture Restrictions contained herein and in accordance with the settlement provisions described below. Director shall have no rights as a shareholder of the Company, no dividend rights, and no voting rights with respect to the Deferred Shares or any share underlying the Deferred Shares or issuable in respect of such Deferred Shares until such shares are actually issued to and held of record by Director. Except as expressly provided in Section 5 below, no adjustment will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate or book entry evidencing such shares.
3. FORFEITURE RESTRICTIONS. The Deferred Shares issued to Director pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of other than by will or the laws of descent and distribution. In the event of termination of Director’s service on the Board of Directors of the Company (the “Board”) for any reason (other than as provided below), automatically upon such termination Director shall, for no consideration, forfeit to the Company all Deferred Shares granted hereunder to the extent such Deferred Shares are then subject to the Forfeiture Restrictions. For purposes of this Agreement, Director shall be considered to be in service on the Board as long as Director remains a Director of the Company, or any successor thereto. Any question as to whether and when there has been a termination of such service, and the cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shall be final. The obligations to forfeit and surrender Deferred Shares to the Company upon termination from service on the Board are herein referred to as “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of such Deferred Shares. The Forfeiture Restrictions shall lapse as to the Deferred Shares granted hereunder on the earlier of (i) the first anniversary of the Effective Date or (ii) the date of the next Annual Shareholder’s Meeting of the Company following the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to the Deferred Shares (a) immediately prior to the consummation of a Change of Control or (b) as of the date of termination of Director’s service on the Board due to his death or due to disability such that Director is incapable of serving on the Board for physical or mental reasons, as shall be determined by the Committee in its sole discretion, and its determination shall be final.
“Separation of Service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), which will generally occur upon Director’s cessation of providing services to the Company, or (ii) upon the consummation of a Change of Control, provided that such Change of Control is also a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code.
5. DIVIDEND EQUIVALENTS. This grant of Deferred Shares includes a tandem right to Dividend Equivalents with respect to each Deferred Share. During the period between the Effective Date and the date the Deferred Shares granted hereunder are settled, each “Dividend Equivalent” shall entitle Director to receive, as evidenced by entry in a bookkeeping account, the equivalent value in cash of dividends paid on Stock, if and when declared. Dividend Equivalents shall be credited to Director’s bookkeeping account at the same time as dividends are paid to shareholders of the Company and shall be subject to the same Forfeiture Restrictions as apply to the Deferred Shares to which they are attached. Accrued Dividend Equivalents will be paid in cash, without interest, at the same time as the underlying Deferred Shares are settled pursuant to Section 4.
14. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.
CIVEO CORPORATION | ||||||||
BY: | ||||||||
NAME: | ||||||||
TITLE: | ||||||||
DIRECTOR |
Deferred Share Award Agreement Signature Page