PLATENERGY SERVICES AND INFRASTRUCTURE, INC. RESTRICTED STOCK AGREEMENT
PLATENERGY
SERVICES
AND INFRASTRUCTURE,
INC.
THIS
RESTRICTED STOCK AGREEMENT
(this
“Agreement”)
is
dated as of August 11, 2008, by and between Platenergy Services and
Infrastructure, Inc., a Delaware corporation (the “Corporation”),
and
Xxxx
Xxxxx (the
“Executive”).
WITNESSETH
WHEREAS,
Platinum
Energy Resources, Inc. (“Parent”)
has
determined to start a new drilling & workover business, and operate in the
areas of compression, pipelines, gas storage, specialty chemicals and downhole
tools, and has incorporated the Corporation in which to operate the new
business;
WHEREAS,
Parent
has entered into an Employment Agreement dated the date hereof with the
Executive pursuant to which the Executive has been appointed as Chief Financial
Officer of Parent and President of the Corporation;
WHEREAS,
as
part
of Executive’s compensation package, Parent has granted to the Executive the
Restricted Shares (a defined herein) upon the terms and conditions set forth
herein.
NOW
THEREFORE, in
consideration of services to be rendered by the Executive, and the mutual
promises made herein and the mutual benefits to be derived therefrom, the
parties agree as follows:
1. Defined
Terms.
As used
in this Agreement, the following terms shall have the following respective
meanings:
“Sale
of
the Business” shall mean the sale of all or substantially all of the assets of
the Corporation, the sale of more than 80% of the voting stock of the
Corporation, or any person or group (other than Parent or an affiliate of
Parent) is or becomes the owner, directly or indirectly, of more than 80% of
the
total voting power of the voting stock of the Corporation, including by way
of
merger, consolidation or otherwise.
2. Grant.
Subject
to the terms of this Agreement, the Corporation hereby grants to the Executive
50 shares of Common Stock, par value $0.0001 per share, of the Corporation
(the
“Restricted
Shares”).
3. Vesting.
Subject
to Section 10 below, the Restricted Shares shall vest, and restrictions shall
lapse as follows: one-quarter of the Restricted Shares shall vest immediately
on
the date hereof; one-quarter of the Restricted Shares shall vest on each
anniversary thereafter, until all Restricted Shares are vested.
4. Sale
of the Business.
Notwithstanding Section 3 of this Agreement, upon the closing of a Sale of
the
Business, all of the Restricted Shares shall become immediately vested and
unrestricted.
5. Continuance
of Employment.
(a) The
vesting schedule requires continued employment or service to the Corporation
through each applicable vesting date as a condition to the vesting of the
applicable installment of the Restricted Shares and the rights and benefits
under this Agreement. Employment or service for only a portion of the vesting
period, even if a substantial portion, will not entitle the Executive to any
proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of employment or services.
(b) Nothing
contained in this Agreement constitutes an employment or service commitment
by
Parent or the Corporation, confers upon the Executive any right to remain
employed by or in service to the Parent or the Corporation, interferes in any
way with the right of the Parent or the Corporation at any time to terminate
such employment or services, or affects the right of the Corporation to increase
or decrease the Executive’s other compensation or benefits. All such rights and
obligations shall be set forth in the Employment Agreement.
6. Distributions
and Adjustments.
(a) If
all or
any portion of the Restricted Shares vest in the Executive subsequent to any
change in the number or character of shares of Common Stock (through stock
dividend, recapitalization, stock split, reverse stock split or similar
corporate transaction), the Executive shall then receive upon such vesting
the
number and type of securities or other consideration which she would have
received if the Restricted Shares had vested prior to the event changing the
number or character of outstanding shares of Common Stock.
(b)
Any
additional shares of Common Stock, any other securities of the Corporation
and
any other property (except for cash dividends) distributed with respect to
the
Restricted Shares prior to the date such Restricted Shares vest shall be subject
to the same restrictions, terms and conditions as the Restricted Shares. Any
cash dividends payable with respect to the Restricted Shares shall be
distributed to the Executive at the same time cash dividends are distributed
to
shareholders of the Corporation generally.
(c)
Any
additional shares of Common Stock, any securities and any other property (except
for cash dividends) distributed with respect to the Restricted Shares prior
to
the date such Restricted Shares vest shall be promptly deposited with the
Secretary pending release or forfeiture in accordance with the terms and
conditions of this Agreement.
7. Restrictions
on Transfer.
Prior
to the time that they have become vested pursuant to Sections 3 or 4 hereof,
neither the Restricted Shares, nor any interest therein, amount payable in
respect thereof, may be sold, assigned, transferred, pledged or otherwise
disposed of, alienated or encumbered, either voluntarily or involuntarily.
8. Stock
Certificates.
(a) Certificated
Form.
The
Corporation shall issue the Restricted Shares in certificated form as provided
in Section 8(b) below.
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(b) Certificates
to be Held by Corporation; Legend.
Any
certificates representing shares of Restricted Shares that may be delivered
to
the Executive by the Corporation prior to vesting shall be redelivered to the
Corporation to be held by the Corporation until the restrictions on such shares
shall have lapsed and the shares shall thereby have become vested or the shares
represented thereby have been forfeited hereunder. Such certificates shall
bear
the following legend and any other legends the Corporation may determine to
be
necessary or advisable to comply with all applicable laws, rules, and
regulations:
THE
OWNERSHIP OF THIS CERTIFICATE AND THE SHARES OF STOCK EVIDENCED HEREBY AND
ANY
INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER
AN
AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND PLATENERGY SERVICES
AND
INFRASTRUCTURE, INC. A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE
SECRETARY OF PLATENERGY SERVICES AND INFRASTRUCTURE, INC.
(c) Delivery
of Certificates Upon Vesting.
Promptly after the vesting of any Restricted Shares pursuant to Sections 3
or 4
hereof and the satisfaction of any and all related tax withholding obligations
pursuant to Section 11, the Corporation shall deliver to the Executive a
certificate or certificates evidencing the number of shares of Restricted Stock
which have vested (or such lesser number of shares as may result after giving
effect to Section 11). The Executive (or the beneficiary or personal
representative of the Executive in the event of the Executive’s death or
disability, as the case may be) shall deliver to the Corporation any
representations or other documents or assurances as the Corporation or its
counsel may determine to be necessary or advisable in order to ensure compliance
with all applicable laws, rules, and regulations with respect to the grant
of
the Restricted Shares and the delivery of shares of Common Stock in respect
thereof. The shares so delivered shall no longer be restricted shares hereunder.
(d) Stock
Power; Power of Attorney.
Concurrently with the execution and delivery of this Agreement, the Executive
shall deliver to the Corporation an executed stock power in the form attached
hereto as Exhibit
A,
in
blank, with respect to such shares. The Corporation shall not deliver any share
certificates in accordance with this Agreement unless and until the Corporation
shall have received such stock power executed by the Executive. The Executive,
by acceptance of the Restricted Shares, shall be deemed to appoint, and does
so
appoint by execution of this Agreement, the Corporation and each of its
authorized representatives as the Executive’s attorney(s)-in-fact to effect any
transfer of unvested forfeited shares (or shares otherwise reacquired by the
Corporation hereunder) to the Corporation as may be required pursuant to this
Agreement and to execute such documents as the Corporation or such
representatives deem necessary or advisable in connection with any such
transfer.
9. Voting;
Proxy.
The
Executive does hereby appoint Parent, or its designee, the true and lawful
attorney, agent, and proxy of the Executive, with full power of substitution
for
and in the name of the Executive, to attend any and all meetings of the
stockholders of the Corporation, and vote all of the Restricted Shares that
the
Executive would be entitled to vote, and to act without a meeting with respect
to the Restricted Shares (including by giving written consent in lieu of a
meeting) consistent with Delaware corporate law and the Corporation’s by-laws,
as amended. This proxy is irrevocable and coupled with an interest. Parent
shall
be entitled to vote the Restricted Shares as it shall determine in its sole
discretion. The Executive hereby affirms that this proxy is intended to bind,
and shall bind, the Executive, his heirs, estate, executors, administrators,
successors, other personal representatives, legatees, devisees and
assigns.
10. Effect
of Termination of Employment or Services.
If
the
Executive ceases to be employed by or ceases to provide services to the Parent
or the Corporation (the date of such termination of employment or service is
referred to as the Executive’s “Severance
Date”),
the
Executive’s Restricted Shares shall be forfeited to the Corporation to the
extent such shares have not become vested pursuant to Sections 3 or 4 hereof
upon the Severance Date (if and only if the reason for such termination of
employment or service is for cause, voluntarily termination by the executive,
or
due to death or disability). Upon the occurrence of any forfeiture of Restricted
Shares hereunder, such unvested, forfeited shares shall be automatically
transferred to the Corporation as of the Severance Date, without any other
action by the Executive (or the Executive’s beneficiary or personal
representative in the event of the Executive’s death or disability, as
applicable). No consideration shall be paid by the Corporation with respect
to
such transfer. The Corporation may exercise its powers under Section 8(d) hereof
and take any other action necessary or advisable to evidence such transfer.
The
Executive (or the Executive’s beneficiary or personal representative in the
event of the Executive’s death or disability, as applicable) shall deliver any
additional documents of transfer that the Corporation may request to confirm
the
transfer of such unvested, forfeited shares to the Corporation.
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11. Tax
Withholding.
Upon
any vesting of the Restricted Shares, the Corporation shall automatically
withhold and reacquire the appropriate number of whole shares of Restricted
Shares, valued at their then fair market value (with the “fair market value” of
such shares determined in good faith by the Board of Directors of Corporation),
to satisfy any withholding obligations of the Corporation with respect to such
vesting at the minimum applicable withholding rates. In the event that the
Corporation cannot satisfy such withholding obligations by withholding and
reacquiring shares of Restricted Shares, or in the event that the Executive
makes or has made an election pursuant to Section 83(b) of the Internal Revenue
Code or the occurrence of any other withholding event with respect to the
Restricted Shares, the Corporation shall be entitled to require a cash payment
by or on behalf of the Executive and/or to deduct from other compensation
payable to the Executive any sums required by federal, state or local tax law
to
be withheld with respect to such vesting of any Restricted Shares or such
Section 83(b) election.
12. Notices.
Any
notice to be given under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal office to the attention of the
Secretary, and to the Executive at the Executive’s last address reflected on the
Corporation’s payroll records. Any notice shall be delivered in person or shall
be enclosed in a properly sealed envelope, addressed as aforesaid, registered
or
certified, and deposited (postage and registry or certification fee prepaid)
in
a post office or branch post office regularly maintained by the United States
Government. Any such notice shall be given only when received.
13. Entire
Agreement.
This
Agreement constitutes the entire agreement and supersedes all prior
understandings and agreements, written or oral, of the parties hereto with
respect to the subject matter hereof.
14. Amendment.
The
terms and provisions of this Agreement may not be modified or amended, or any
of
the provisions hereof waived, temporarily or permanently, without the prior
written consent of each of the parties hereto.
15. Counterparts.
This
Agreement may be executed simultaneously in any number of counterparts, each
of
which shall be deemed an original but all of which together shall constitute
one
and the same instrument.
16. Section
Headings.
The
section headings of this Agreement are for convenience of reference only and
shall not be deemed to alter or affect any provision hereof.
17. Governing
Law.
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of Texas without regard to conflict of law principles
thereunder.
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IN
WITNESS WHEREOF,
the
Corporation has caused this Agreement to be executed on its behalf by a duly
authorized officer and the Executive has hereunto set her hand as of the date
and year first above written.
PLATENERGY
SERVICES
AND
INFRASTRUCTURE,
INC.
By:
/s/ Xxxxx
Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
Vice President
EXECUTIVE:
/s/
Xxxx
Xxxxx
Xxxx
Xxxxx
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EXHIBIT
A
STOCK
POWER
FOR
VALUE
RECEIVED and pursuant to that certain Restricted Stock Agreement between
Platenergy Services and Infrastructure, Inc., a Delaware corporation (the
“Corporation”), and the individual named below (the “Individual”) dated as of
August 11, 2008, the Individual, hereby sells, assigns and transfers to the
Corporation, an aggregate ______________ shares of Common Stock of the
Corporation, standing in the Individual’s name on the books of the Corporation
and represented by stock certificate number(s) ______________ which this
instrument is attached, and hereby irrevocably constitutes and appoints
______________ his or her attorney in fact and agent to transfer such shares
on
the books of the Corporation, with full power of substitution in the premises.
Dated:
______________
__________________________
Xxxx
Xxxxx
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