EXHIBIT 10.22
HARVEST NATURAL RESOURCES, INC.
2004 LONG TERM STOCK INCENTIVE PLAN
EMPLOYEE RESTRICTED STOCK AGREEMENT
Agreement made at Houston, Texas, USA, as of _________________, by and
between HARVEST NATURAL RESOURCES, INC. (the "Company") and ___________________
(the "Grantee").
It is hereby agreed as follows:
1. Grant of Stock; Consideration. The Company hereby confirms the grant
(the "Grant"), pursuant to Article 8 of the Harvest Natural Resources
2004 Long Term Incentive Plan (the "Plan"), to the Grantee of
___________________ shares of Stock of the Company's Common Stock, par
value $0.01 per share (the "Restricted Shares"). The Grant granted
hereunder is not intended to constitute "performance based
compensation" as that term is used in Section 162(m) of the Internal
Revenue Code of 1986, as amended.
The Grantee shall be required to pay no consideration for the Grant,
except for his agreement to serve as an Employee of the Company or any
Subsidiary and other agreements set forth herein.
2. Incorporation of Plan by Reference. The Grant has been granted to the
Grantee under the Plan, a copy of which is attached hereto. All of the
terms, conditions, and other provisions of the Plan are hereby
incorporated by reference into this Restricted Stock Agreement (the
"Agreement"). Capitalized terms used in this Agreement but not defined
herein shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this Agreement and the provisions of
the Plan, the provisions of the Plan shall govern.
3. Restriction Period. Subject to all of the terms and conditions of the
Plan and this Agreement, including the lapse of restrictions in the
event of a Change of Control, the period during which the restrictions
set forth in this Agreement and the Plan shall apply to the Restricted
Shares shall commence on ____________ and expire on __________ (the
"Restriction Period"). At the end of the Restriction Period, all
restrictions under the Plan applicable to the Restricted Stock shall
lapse, and, subject to paragraph 7 of this agreement, a stock
certificate for the number of shares of Common Stock equal to the
number of Restricted Shares shall be delivered to you or your
beneficiary or estate as the case may be.
4. Restrictions. Restricted Stock will be represented by a Stock
certificate registered in the name of the Grantee. Such certificate,
accompanied by a separate duly-endorsed stock power, shall be deposited
with the Company. The recipient shall be entitled to receive dividends
during the Restriction Period and shall have the right to vote such
Restricted Stock and all other stockholder's rights, with the exception
that (i) the recipient will not be entitled to delivery of the Stock
certificate during the Restriction Period, (ii) the
Company will retain custody of the Restricted Stock during the
Restriction Period, (iii) none of the Restricted Stock may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of
during the Restriction Period and (iv) all of the Restricted Stock
shall be forfeited and all of your rights to such Restricted Stock
shall terminate without further obligation on the part of the Company
unless you remain in the continuous employ of the Company or a
Subsidiary during the Restriction Period.
Notwithstanding anything to the contrary in this Agreement, if an
Employee terminates employment for Good Reason, the Restriction Period
will continue and will lapse as if such Employee had continued in the
employ of the Company. As used herein, the term "Good Reason" shall
mean a termination of employment with the Company due to (i) Total
Disability; (ii) death; or (iii) termination or resignation pursuant to
which such Employee receives severance benefits under a Company
severance plan or an employment agreement between Employee and the
Company.
5. Non-Transferability. The Grant shall not be transferable to any third
party by the Grantee otherwise than by will or the laws of descent and
distribution.
6. Compliance with Laws and Regulations. The obligation of the Company to
deliver Restricted Shares is conditioned upon compliance by the Grantee
and by the Company with all applicable laws and regulations, including
regulations of federal and state agencies. If requested by the Company,
the Grantee shall provide to the Company, as a condition to the
delivery of any certificates representing Restricted Shares,
appropriate evidence, satisfactory in form and substance to the
Company, that he is acquiring the Restricted Shares for investment and
not with a view to the distribution of the Restricted Shares or any
interest in the Restricted Shares, and a representation to the effect
that the Grantee shall make no sale or other disposition of the
Restricted Shares unless (i) the Company shall have received an opinion
of counsel satisfactory to it in form and substance that such sale or
other disposition may be made without compliance with registration or
other applicable requirements of federal and state laws and
regulations, and (ii) all steps required to comply with such laws and
regulations in connection with the sale or other disposition of the
Restricted Shares have been taken and all necessary approvals have been
received. The certificates representing the Restricted Shares may bear
an appropriate legend giving notice of the foregoing restrictions on
transfer of the Restricted Shares, and any other restrictive legend
deemed necessary or appropriate by the Committee.
7. Tax Withholding. Upon lapse of the restrictions applicable to the
Restricted Stock (or if you make the election under Section 83 (b) of
the Code to be taxed immediately upon the award of such shares), you
must arrange for the payment to the Company of applicable withholding
taxes resulting therefrom promptly after you have been notified of the
amount due by the Company. If no election is made under Section 83 (b)
of the Code, you must pay such withholding taxes or have Restricted
Stock withheld upon the lapse of restrictions applicable to the
Restricted Stock.
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8. Grantee Bound by Plan. The Grantee hereby acknowledges receipt of the
attached copy of the Plan and agrees to be bound by all the terms and
provisions thereof (as presently in effect or hereafter amended), and
by all decisions and determinations of the Committee.
9. Binding Effect: Integration: No Other Rights Created. This Agreement
shall be binding upon the heirs, executors, administrators and
successors of the parties. This Agreement constitutes the entire
agreement between the parties with respect to the Grant, and supersedes
any prior agreements or documents with respect to the Grant. No
amendment, alteration, suspension, discontinuation or termination of
this Agreement which may impose any additional obligation upon the
Company or impair the rights of the Grantee with respect to the Grant
shall be valid unless in each instance such amendment, alteration,
suspension, discontinuation or termination is expressed in a written
instrument duly executed in the name and on behalf of the Company and
by the Grantee. Neither this Agreement nor the grant of the Grant shall
constitute an employment agreement, nor shall either confer upon the
Grantee any right with respect to his continued status with the
Company.
HARVEST NATURAL RESOURCES, INC.
BY:
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Xxxxx X. Xxxx
TITLE: President and CEO
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GRANTEE:
---------------------------------
(Name)
DATE:
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ELECTION (FOR U.S. CITIZENS ONLY):
As permitted under Section 83 (b) of the Internal Revenue Code of 1986, as
amended, I intend to make the following irrevocable election:
[ ] I intend to make the election permitted under Section 83 (b) of the
Internal Revenue Code of 1986, as amended, to be taxed immediately on
the award of the Restricted Shares. I understand the consequences and
procedures for making this election, and I understand that it is my
responsibility to file the election with the Internal Revenue Service.
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[ ] I do not intend to make the election permitted under Section 83 (b) of
the Internal Revenue Code of 1986, as amended, and will be taxed upon
the lapse of restrictions applicable to the Restricted Shares.
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(Name)
Attachment (copy of the Plan)
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