EXHIBIT 10.3.8
FORM OF RESTRICTED STOCK AWARD AGREEMENT
2001 STOCK INCENTIVE PLAN
This is an Agreement dated the ______ day of ______________ 200__, between
XXXXXX OCEANICS, INC., (the "Company") and ________________________ ("Restricted
Stock Award Recipient ").
Recitals: The Company has adopted its 2001 Stock Incentive Plan (as
amended, restated, or otherwise modified from time to time, the "Plan") for the
awarding to Participants (as defined in the Plan) shares of Common Stock of the
Company as restricted stock. Pursuant to said Plan, the Compensation Committee
of the Company's Board of Directors has approved and ratified the execution of
this Restricted Stock Award Agreement between the Company and the Restricted
Stock Award Recipient. It is understood and agreed that neither the award of
restricted stock nor the execution of this Agreement shall create any right of
the Recipient to remain in the employ of the Company, and that the Company
retains the right to terminate such employment at will, for due cause or
otherwise.
Agreement:
1. The Company awards to the Restricted Stock Award Recipient
______shares of restricted Common Stock, $1.00 per value, of
the Company (the "Restricted Stock"). The Restricted Stock has
a restriction period of ________ years (the "Restriction
Period"). [Vesting of the Restricted Stock will only occur if
the Restricted Stock Award Recipient remains in the employment
of the Company, its subsidiary or affiliate (collectively, the
"Company Group for the prescribed Restriction Period.] At the
end of the Restriction Period, the restriction imposed by the
Compensation Committee shall lapse with respect to the
Restricted Stock covered by this Agreement.
2. The holder of Restricted Stock may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of the Restricted
Stock during the applicable Restriction Period.
3. During any Restriction Period, if any dividends or other
distributions are paid in shares of Common Stock, the
Restricted Stock Award Recipient shall receive such dividends,
but all such shares of Common Stock shall be subject to the
same restrictions as the shares of Restricted Stock with
respect to which they were paid.
4. The employment of the Restricted Stock Award Recipient, as it
relates to the Restriction Period, shall be deemed to continue
during any leave of absence, which has been authorized by the
Company Group.
5. If the outstanding shares of the Common Stock of the Company
are increased, decreased, changed into, or exchanged for a
different number or kind of shares or securities of the
Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock
split, an appropriate and proportionate adjustment shall be
made in the Restricted Stock on the same basis as any other
similarly situated shareholder of the Company.
6. Subject to the provisions of the Plan, in the event of a
Change of Control (as defined in the Plan), [all Restricted
Stock shall vest and] the Restriction Period shall terminate.
7. Nothing herein contained shall affect the right of the
Restricted Stock Award Recipient to participate in and receive
benefits under and in accordance with the then current
provisions of any pension, insurance, profit sharing or other
Restricted Stock Award Recipient welfare plan or program of
the Company Group.
8. The Restricted Stock Award Recipient shall not be entitled to
any of the rights or privileges of a shareholder of the
Company in respect of any shares of Common Stock until a
certificate or certificates representing such shares shall
have been actually issued and delivered to him or her.
9. The Restricted Stock is subject to, and the Company and
Restricted Stock Award Recipient agree to be bound by, all of
the terms and conditions of the Plan, except that no amendment
to the Plan shall adversely affect the Restricted Stock Award
Recipient's rights under this Agreement. A copy of the Plan in
its present form is available for inspection during business
hours by the Restricted Stock Award Recipient at the Company's
principal office.
10. Upon lapse of the Restriction Period [and vesting] of the
Restricted Stock, the Company Group may be required to
withhold federal or local tax with respect to the realization
of compensation. Any federal or local tax withholding
requirements with respect to the realization of compensation
must be fully satisfied by the Restricted Stock Award
Recipient upon the lapse of the Restriction Period [and
vesting] by delivering to the Company, on behalf of the
Company Group, cash in an amount determined by the Company
Group to be sufficient to satisfy any such withholding
requirement.
11. This Agreement has been executed and delivered the day and
year first above written at Houston, Texas, and the
interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Texas, without
regard to conflicts of laws.
XXXXXX OCEANICS, INC.
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Restricted Stock Award Recipient
