EXHIBIT 10.18
EDGE PETROLEUM CORPORATION
1997 INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the 3rd day of
March, 1997 (the "Grant Date"), by and between Edge Petroleum Corporation, a
Delaware corporation (the "Company"), and Xxxxx X. Xxxxxxx (the "Grantee").
The Company has adopted the Edge Petroleum Corporation 1997
Incentive Plan (the "Plan"), a copy of which is appended to this Agreement as
Exhibit A and by this reference made a part hereof, for the benefit of eligible
employees, directors and independent contractors of the Company and its
Subsidiaries. Capitalized terms used and not otherwise defined herein shall have
the meaning ascribed thereto in the Plan.
Pursuant to the Plan, the Committee, which has generally been
assigned responsibility for administering the Plan, has determined that it would
be in the interest of the Company and its stockholders to grant the restricted
stock award provided herein in order to provide Grantee with additional
remuneration for services rendered, to encourage Grantee to remain in the employ
of the Company or its Subsidiaries and to increase Grantee's personal interest
in the continued success and progress of the Company.
The Company and Grantee therefore agree as follows:
1. Grant of Restricted Stock. In order to encourage the
Grantee's contribution to the successful performance of the Company, and in
consideration of the covenants and promises of the Grantee herein contained, the
Company hereby awards to the Grantee as of March 3, 1997 (the "Date of Grant")
(a) a total of 58,470 shares of Common Stock pursuant to the Plan, upon the Date
of Grant, subject to the conditions and restrictions set forth below and in the
Plan ("Scheduled Stock"), and (b) a total of 58,470 shares of Common Stock,
pursuant to the Plan, upon the Date of Grant, subject to the conditions and
restrictions set forth below and in the Plan ("Performance Stock") (the
Scheduled Stock and the Performance Stock together, the "Restricted Stock").
2. Restrictions. The shares of Restricted Stock granted
hereunder to the Grantee may not be sold, assigned, transferred, pledged or
otherwise encumbered from the Date of Grant until the date that the Grantee
obtains a vested right to the shares (and the restrictions thereon terminate) in
accordance with the provisions of this Section 2 or as otherwise provided in
Section 6 below. (The period of time between the Date of Grant and the date that
the Grantee obtains a vested right to shares of Restricted Stock shall be
referred to herein as the "Restricted Period" as to those shares of stock.) In
the event that any day on which the Grantee would otherwise obtain a vested
right to additional shares of Restricted Stock is a Saturday, Sunday or holiday,
the Executive shall instead obtain that vested right on the first business day
immediately following such date.
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(a) Scheduled Stock: The Grantee shall have a vested right to
the number of shares of Scheduled Stock indicated below as of the dates
set forth below:
Number of Shares
Date First Vested
---- ----------------
March 3, 1998 11,694
------------------------------------- -------------------------
March 3, 1999 11,694
------------------------------------- -------------------------
March 3, 2000 11,694
------------------------------------- -------------------------
March 3, 2001 11,694
------------------------------------- -------------------------
March 3, 2002 11,694
------------------------------------- -------------------------
(b) Performance Stock: As of March 3, 2007, the Grantee shall
have a vested right to all 58,470 shares of Performance Stock awarded
hereunder. Notwithstanding the foregoing, if any calendar year starting
with 1997 and ending with 2006 is an "Achieving Year," as of the next
January 1, the Grantee shall have a vested right to (i) 11,694 shares
of Performance Stock for that Achieving Year and (ii) 11,694 shares of
Performance Stock for each consecutive "NonAchieving Year" immediately
preceding the Achieving Year; provided, however, that the aggregate
number of shares of Performance Stock to which the Grantee obtains a
vested right shall never exceed 58,470.
For this purpose, the following definitions shall apply:
"Achieving Year" means a calendar year for which the Actual
Price equals or exceeds the Target Price.
"Target Price" means (x) for 1997, $19.94 (representing a 25%
annual increase over the Initial Public Offering (IPO) price
of $16.50, prorated to reflect the lapse of approximately 10
months between the IPO and December 31, 1997) and (y) for any
calendar year subsequent to 1997, 125% of the greater of the
Target Price for the preceding calendar year or the Actual
Price for the preceding calendar year.
"Actual Price" means, for any calendar year, the actual
average closing price per share of the Common Stock for the
month of December.
"NonAchieving Year" means a calendar year from 1997 through
2006 that is notan Achieving Year.
All of the foregoing provisions of this Section 2 are subject
to (A) the provisions of Section 6 below, addressing events that may result in
early termination of the Restricted Period or forfeiture of the Grantee's
interest in all or part of the Restricted Shares and (B) the provisions of any
written employment agreement between the Grantee and the Company or a Subsidiary
that applies, by its terms, to this Agreement and that is in effect at the time
its provisions would become operative with respect to this Agreement.
3. No Code Section 83(b) Election. The Grantee shall not make
an election, under Code Section 83(b), to include an amount in income in respect
of Restricted Stock.
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4. Sale of Restricted Stock. Grantee agrees that Grantee shall
not sell the Restricted Stock and that the Company shall not be obligated to
deliver any shares of Common Stock if counsel to the Company determines that
such sale or delivery would violate any applicable law or any rule or regulation
of any governmental authority or any rule or regulation of, or agreement of the
Company with, any securities exchange or association upon which the Common Stock
is listed or quoted. The Company shall in no event be obligated to take any
affirmative action in order to cause the delivery of shares of Common Stock to
comply with any such law, rule, regulation or agreement.
5. Escrow of Shares. Shares of Restricted Stock shall be, at
the election of the Committee, either (a) registered in book entry form, (b)
registered in the name of the Grantee and deposited with the Secretary of the
Company or (c) held in nominee name for the benefit of the Grantee during the
Restricted Period, in any case, if the Company requests, together with a stock
power endorsed by the Grantee in blank. Any certificate shall bear a legend as
provided by the Company, conspicuously referring to the terms, conditions and
restrictions described in the Plan and in this Agreement. Upon termination of
the Restricted Periods with respect to shares of Restricted Stock, a certificate
representing such shares shall be delivered upon written request to the Grantee
as promptly as practicable following such termination.
6. Accelerated Vesting of Restricted Stock; Forfeiture.
or Death (except during a Window Period). If, during the
Employment Period, the Company shall terminate the Grantee's employment
other than for Cause, including a termination by reason of Disability
(but not by reason of death), or the Grantee shall terminate employment
for Good Reason or his employment shall be terminated during a Window
Period by the Company for Cause, by the Grantee without any reason, or
by reason of death, effective as of the Date of Termination, (1) each
and every share of Restricted Stock shall immediately vest and become
exercisable and any restrictions on sale or transfer (other than any
such restriction arising by operation of law) shall terminate, except
that previously unvested shares of the Performance Stock shall vest
only if termination is by the Company without Cause or by Grantee for
Good Reason or in a Window Period and either (A) termination occurs in
the first year of the Employment Period in which event the unvested
portion shall be 100% vested, (B) termination occurs in the second year
of the Employment Period in which event 80% of the unvested portion
shall be vested, (C) termination occurs in the third year of the
Employment Period in which event 60% of the unvested portion shall be
vested or (D) termination occurs after the third year of the Employment
Period and the performance goals have been met in each of the first
three years of the Employment Period in which event all unvested shares
shall be vested, and (2) at the sole election of Grantee, in exchange
for any or all Restricted Stock, the Company shall pay an amount in
cash equal to the Highest Price Per Share.
If the Grantee's employment is terminated by reason of the
Grantee's death during the Employment Period and other than during a
Window Period in which event the provisions of Section 6(a) shall
govern, effective as of the Date of Termination, (1) each and every
share of Restricted Stock shall immediately vest and become exercisable
and any restrictions on sale or transfer (other than any such
restriction arising by operation of law) shall terminate, except that
previously unvested shares of the Performance Stock shall vest only if
either (A) death occurs in the first year of the Employment Period in
which event the unvested portion shall be 100% vested, (B) death occurs
in the second year of the Employment Period in which event 80% of the
unvested portion shall be vested, (C) death occurs in the third year of
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the Employment Period in which event 60% of the unvested portion shall
be vested or (D) death occurs after the third year of the Employment
Period and the performance goals have been met in each of the first
three years of the Employment Period in which event all unvested shares
shall be vested, and (2) at the sole election of the Grantee's legal
representative, in exchange for any or all Restricted Stock, the
Company shall pay an amount in cash equal to the Highest Price Per
Share.
(c) Cause; Other than for Disability, Good Reason or During a
Window Period. If the Grantee's employment shall be terminated for
Cause during the Employment Period and other than during a Window
Period, in which event the provisions of Section 6(a) shall govern, all
Restricted Stock awarded to the Grantee that has not previously vested
in accordance with Sections 2 or 6(a) above shall be forfeited. If the
Grantee terminates employment during the Employment Period, excluding a
termination for any of Disability, Good Reason or without any reason
during a Window Period, in which event the provisions of Section 6(a)
shall govern, all Restricted Stock awarded to the Grantee that has not
previously vested in accordance with Sections 2 or 6(a) above shall be
forfeited.
Capitalized terms used and not otherwise defined in this
Section 6 shall have the meaning ascribed thereto in the Employment Agreement
dated as of March 3, 1997 by and between the Company and the Grantee (the
"Employment Agreement"). All of the foregoing provisions of this Section 6 are
subject to the provisions of the Employment Agreement.
7. Withholding for Taxes. Grantee acknowledges and agrees that
the Company may, at its option, deduct from the shares of Common Stock otherwise
payable or deliverable upon expiration of the Restricted Period a number of
shares of Common Stock (valued at their Fair Market Value on the date of
exercise) that is equal to the amount of all federal, state and local taxes
required to be withheld by the Company upon such exercise, as determined by the
Committee.
8. Beneficiary Designations. The Grantee shall file with the
Secretary of the Company on the form annexed hereto as Exhibit B or such other
form as may be prescribed by the Company, a designation of one or more
beneficiaries (each, a "Beneficiary") to whom shares otherwise due the Grantee
shall be distributed in the event of the death of the Grantee while serving as a
Director of the Company. The Grantee shall have the right to change the
Beneficiary or Beneficiaries from time to time; provided, however, that any
change shall not become effective until received in writing by the Secretary of
the Company. If any designated Beneficiary survives the Grantee but dies before
receiving all of the Grantee's benefits hereunder, any remaining benefits due
the Grantee shall be distributed to the deceased Beneficiary's estate. If there
is no effective Beneficiary designation on file at the time of the Grantee's
death, or if the designated Beneficiary or Beneficiaries have all predeceased
such Grantee, the payment of any remaining benefits shall be made to the
Grantee's estate.
9. Nonalienation of Benefits. Except as contemplated by
Section 8 above, and other than pursuant to a qualified domestic relations
order, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Grantee or the Grantee's Beneficiary hereunder
shall become bankrupt or attempt to transfer, anticipate, alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above or other than pursuant to a qualified domestic
relations order, or if any creditor shall attempt to subject the same to a writ
of garnishment, attachment, execution, sequestration or any other form of
process or involuntary lien or seizure, then such right or benefit shall cease
and terminate.
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10. Prerequisites to Benefits. Neither the Grantee, nor any
person claiming through the Grantee, shall have any right or interest in
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Grantee or such
other person shall have been complied with as specified herein.
11. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Grantee (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in the Grantee's name or issued for the benefit of
Grantee hereunder.
12. Adjustments. As provided in Section 15 of the Plan,
certain adjustments may be made to the Restricted Stock upon the occurrence of
events or circumstances described in Section 15 of the Plan.
13. Notice. Unless the Company notifies the Grantee in writing
of a different procedure, any notice or other communication to the Company with
respect to this Agreement shall be in writing and shall be:
(a) delivered personally to the following address:
Edge Petroleum Corporation
Texaco Heritage Plaza
1111 Xxxxx, Suite 2100
Xxxxxxx, Xxxxx 00000
or
(b) sent by first class mail, postage prepaid and addressed as
follows:
Edge Petroleum Corporation
c/o Corporate Secretary
Texaco Heritage Plaza
1111 Xxxxx, Suite 2100
Xxxxxxx, Xxxxx 00000
Any notice or other communication to the Grantee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by first
class mail, postage prepaid, to Grantee's address as listed in the records of
the Company on the Grant Date, unless the Company has received written
notification from the Grantee of a change of address.
14. Amendment. Notwithstanding any other provisions
hereof, this Agreement may be supplemented or amended from time to time as
approved by the Committee as contemplated by Section 6 of the Plan. Without
limiting the generality of the foregoing, without the consent of the Grantee,
(a) this Agreement may be amended or supplemented (i) to cure
any ambiguity or to correct or supplement any provision herein which
may be defective or inconsistent with any other provision herein, or
(ii) to add to the covenants and agreements of the Company for the
benefit of Grantee or surrender any right or power reserved to or
conferred upon the Company in this Agreement, subject, however, to any
required approval of the Company's stockholders and, provided, in each
case, that such changes or corrections shall not adversely affect the
rights of Grantee with respect to the Award evidenced hereby without
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the Grantee's consent, or (iii) to make such other changes as the
Company, upon advice of counsel, determines are necessary or advisable
because of the adoption or promulgation of, or change in or of the
interpretation of, any law or governmental rule or regulation,
including any applicable federal or state securities laws; and
(b) subject to Section 6 of the Plan and any required approval
of the Company's stockholders, the Award evidenced by this Agreement
may be canceled by the Committee and a new Award made in substitution
therefor, provided that the Award so substituted shall satisfy all of
the requirements of the Plan as of the date such new Award is made.
15. Grantee Employment. Nothing contained in this Agreement,
and no action of the Company or the Committee with respect hereto, shall confer
or be construed to confer on the Grantee any right to continue in the employ of
the Company or any of its Subsidiaries or interfere in any way with the right of
the Company or any employing Subsidiary to terminate the Grantee's employment at
any time, with or without cause; subject, however, to the provisions of any
employment agreement between the Grantee and the Company or any Subsidiary.
16. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the internal laws of the State of Delaware.
17. Construction. References in this Agreement to "this
Agreement" and the words "herein," "hereof," "hereunder" and similar terms
include all Exhibits and Schedules appended hereto, including the Plan. This
Agreement is entered into, and the Award evidenced hereby is granted, pursuant
to the Plan and shall be governed by and construed in accordance with the Plan
and the administrative interpretations adopted by the Committee thereunder. All
decisions of the Committee upon questions regarding the Plan or this Agreement
shall be conclusive. Unless otherwise expressly stated herein, in the event of
any inconsistency between the terms of the Plan and this Agreement, the terms of
the Plan shall control. The headings of the Sections of this Agreement have been
included for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
18. Duplicate Originals. The Company and the Grantee may sign
any number of copies of this Agreement. Each signed copy shall be an original,
but all of them together represent the same agreement.
19. Rules by Committee. The rights of the Grantee and
obligations of the Company hereunder shall be subject to such reasonable rules
and regulations as the Committee may adopt from time to time hereafter.
20. Entire Agreement. Subject to the provisions of any
applicable written employment agreement between the Grantee and the Company or
any Subsidiary, Grantee and the Company hereby declare and represent that no
promise or agreement not herein expressed has been made and that this Agreement
contains the entire agreement between the parties hereto with respect to the
Option and replaces and makes null and void any prior agreements, oral or
written, between Grantee and the Company regarding the Restricted Stock award.
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21. Grantee Acceptance. Grantee shall signify acceptance of
the terms and conditions of this Agreement by signing in the space provided at
the end hereof and returning a signed copy to the Company.
EDGE PETROLEUM CORPORATION
By: /S/ Xxxx X. Xxxxxxx
______________________
Name: JohnE. Xxxxxxx
_____________________
Title: Chief Executive Officer
______________________
ACCEPTED: JamesD. Xxxxxxx
____________________
/S/ Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx
Exhibit B to Restricted Stock Award
Agreement dated as of March 3, 1997
EDGE PETROLEUM CORPORATION 1997 INCENTIVE PLAN
Designation of Beneficiary
I, Xxxxx X.Xxxxxxx (the"Grantee"), hereby declare
that upon my death _____________________________________ (the "Beneficiary") of
Name
______________________________________________________________________________,
Street Address City State Zip Code
who is my _________________________________________________, shall be entitled
Relationship to Grantee
to the Restricted Stock and all other rights accorded the Grantee by the
above-referenced grant agreement (the "Agreement").
It is understood that this Designation of Beneficiary is made pursuant
to the Agreement and is subject to the conditions stated therein, including the
Beneficiary's survival of the Grantee's death. If any such condition is not
satisfied, such rights shall devolve according to the Grantee's will or the laws
of descent and distribution.
It is further understood that all prior designations of beneficiary
under the Agreement are hereby revoked and that this Designation of Beneficiary
may only be revoked in writing, signed by the Grantee and filed with the Company
prior to the Grantee's death.
_____________________ /S/ Xxxxx X. Xxxxxxx
Date --------------------
Grantee
