FORM OF RESTRICTED STOCK UNIT AGREEMENT
Exhibit
10.7
ENERGY
XXI SERVICES, LLC
2006
STOCK INCENTIVE PLAN
FORM
OF RESTRICTED STOCK
UNIT AGREEMENT
This
Restricted Stock Unit Agreement
(the “Agreement”), made as of the ___ day of _____, 2006 (the “Grant Date”), by
and between Energy XXI Services, LLC (the “Employer”), and _______________ (the
“Grantee”), evidences the grant by the Employer of restricted stock units
(“Restricted Stock Units” or “Award”) to the Grantee on such date and the
Grantee’s acceptance of the Award in accordance with the provisions of the
Energy XXI Services, LLC 2006 Stock Incentive Plan, as amended or restated
from
time to time (the “Plan”). The Employer and the Grantee agree as follows:
1.
Basis
for
Award. This Award is made in accordance with Section 4.2 of
the Plan. The Grantee hereby receives as of the date hereof an Award of
Restricted Stock Units pursuant to the terms of this Agreement (the “Grant”).
2.
Stock
Units
Awarded.
(a)
The Employer hereby awards to
the Grantee, in the aggregate, _______________Restricted Stock Units.
(b)
The Employer shall in accordance
with the Plan establish and maintain a Restricted Stock Unit Account for the
Grantee, and such account shall be credited with the number of Restricted Stock
Units granted to the Grantee. The Restricted Stock Unit Account shall be
credited for the value of any securities or other property (including regular
cash dividends) distributed to the Employer in respect of the Stock. Any such
property shall be subject to the same vesting schedule as the Restricted Stock
Units to which they relate.
(c)
Until the Restricted Stock Units
awarded to the Grantee shall have vested, the Restricted Stock Units and any
related securities, cash dividends or other property nominally credited to
a
Restricted Stock Unit Account shall not be sold, transferred, or otherwise
disposed of and shall not be pledged or otherwise hypothecated.
3.
Vesting.
(a)
The Restricted Stock Units
covered by this Agreement shall vest with respect to 33.33% the Restricted
Shares, on each of the first, second and third anniversaries of the Grant Date
(the “Vesting Dates”) provided that, Grantee is still employed by the
Employer (or any Parent or Subsidiary) on such vesting date. Except as provided
in Section 3(b) below, if the Grantee ceases to be employed by the Employer
(or any Parent or Subsidiary) for any other reason at any time prior to the
lapse of restrictions, the unvested Restricted Stock Units shall automatically
be forfeited upon such cessation of employment.
(b)
[Insert special
provisions for vesting on death, Disability, termination without Cause or Change
of Control]
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4.
Payment.
Except as provided below, payment shall be made in cash or Common Stock to
the
Grantee (at the sole discretion of the Committee) as soon as practicable after
the Vesting Date. If and to the extent that payment is made in Common Stock,
the
Committee shall cause a stock certificate to be delivered to the Grantee with
respect to such Common Stock free of all restrictions hereunder, except for
applicable federal securities laws restrictions. Any securities, cash dividends
or other property credited to the Restricted Stock Unit Account other than
Restricted Stock Units shall be paid in kind, or, in the discretion of the
Committee, in cash.
5.
Compliance
with Laws
and Regulations. The issuance of Shares upon vesting of the
Restricted Stock Units shall be subject to compliance by the Employer and the
Grantee with all applicable requirements of securities laws, other applicable
laws and regulations of any stock exchange on which the Shares may be listed
at
the time of such issuance or transfer. The Grantee understands that the Employer
is under no obligation to register or qualify the Shares with the Securities
and
Exchange Commission (“SEC”), any state securities commission or any stock
exchange to effect such compliance.
6.
Tax
Withholding. The Employer may deduct from any payment of any kind
otherwise due to the Grantee (including payments due when the Restricted Stock
Units vest) any federal, state or local taxes of any kind required by law to
be
withheld with respect to the shares of Restricted Stock Units. Alternatively,
the Grantee may no later than the date as of which the Restricted Stock Units
vest, pay to the Employer (in cash or to the extent permitted by the Committee,
Stock held by the Grantee whose Fair Market Value on the day preceding the
date
the Restricted Stock Units vests is equal to the amount of the Grantee’s tax
withholding liability) any federal, state or local taxes of any kind required
by
law to be withheld, if any, with respect to the Restricted Stock Units for
which
the restrictions shall lapse.
7.
Nontransferability. This Award is not transferable.
8.
No
Right to Continued
Employment. Nothing in this Agreement shall be deemed by
implication or otherwise to impose any limitation on the right of the Employer
or any of its affiliates to terminate the Grantee’s employment at any time, in
absence of a specific written agreement to the contrary.
9.
Severability. In the event that
any provision of this Agreement shall be held illegal, invalid, or unenforceable
for any reason, such provision shall be fully severable and shall not affect
the
remaining provisions of this Agreement, and the Agreement shall be construed
and
enforced as if the illegal, invalid, or unenforceable provision had never been
included herein.
10.
Certain
Restrictions. By executing this Agreement,
Participant acknowledges that he will enter into such written representations,
warranties and agreements and execute such documents as the Employer may
reasonably request in order to comply with the terms of this Agreement or the
Plan, or securities laws or any other applicable laws, rules or regulations.
11.
Amendment
and
Termination. Except as otherwise provided in the Plan or this
Agreement, no amendment or termination of this Agreement shall be made by the
Employer without the written consent of the Participant.
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12.
No
Guarantee of Tax
Consequences. The Employer makes no
commitment or guarantee to Participant that any federal or state tax treatment
will apply or be available to any person eligible for benefits under this
Agreement.
13.
Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of any successors to the Employer and all persons lawfully claiming
under Participant.
14.
Governing
Law and
Venue. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas. The courts in Xxxxxx County,
Texas shall be the exclusive venue for any dispute regarding the Plan or this
Agreement.
[Signatures
on following
page]
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IN
WITNESS WHEREOF, the parties
hereto have signed this Agreement as of the date first above written.
| ENERGY XXI SERVICES, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| GRANTEE | ||
| By: | ||
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