Exhibit 10.3
FORM OF ENDEAVOUR INTERNATIONAL CORPORATION
2004 INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this "AGREEMENT") is made and entered
into by and between ENDEAVOUR INTERNATIONAL CORPORATION, a Nevada corporation
f/k/a Continental Southern Resources, Inc. (the "COMPANY") and ___________, an
individual ("GRANTEE"), on the ___ day of _______, 20__ (the "GRANT DATE"),
pursuant to the Company's 2004 Incentive Plan (the "PLAN"). The Plan is
incorporated by reference herein in its entirety. Capitalized terms not
otherwise defined in this agreement shall have the meaning given to such terms
in the Plan.
WHEREAS, Grantee is an employee of the Company, and in connection
therewith, the Company desires to grant to Grantee _______ shares of the
Company's common stock, par value $.001 per share (the "COMMON STOCK"), subject
to the terms and conditions of this Agreement, with a view to increasing
Grantee's interest in the Company's welfare and growth; and
WHEREAS, Grantee desires to have the opportunity to be a holder of shares
of the Company's Common Stock subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. GRANT OF COMMON STOCK. Subject to the restrictions, forfeiture
provisions and other terms and conditions set forth herein (i) the Company
grants to Grantee _______ shares of Common Stock ("RESTRICTED SHARES"),
and (ii) Grantee shall have and may exercise all rights and privileges of
ownership of such shares, including, without limitation, the voting rights
of such shares and the right to receive any dividends declared in respect
thereof.
2.TRANSFER RESTRICTIONS.
(a) Generally. Grantee shall not sell, assign, transfer,
exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose
of (collectively, "TRANSFER") any Restricted Shares. The transfer
restrictions imposed by this Section 2 shall lapse as to 33.3% percent of
the Restricted Shares on each anniversary of and beginning on _______ __,
20__ until all Restricted Shares are 100% vested on _______ __, 20__;
provided, however, that, subject to Section 3, Grantee then is, and
continuously since the Grant Date has been, an employee of the Company.
The Restricted Shares as to which such restrictions so lapse are referred
to as "VESTED SHARES."
(b) Dividends, etc. If the Company (i) declares a dividend
or makes a distribution on Common Stock in shares of Common Stock, (ii)
subdivides or reclassifies
outstanding shares of Common Stock into a greater number of shares of
Common Stock or (iii) combines or reclassifies outstanding shares of
Common Stock into a smaller number of shares of Common Stock, then the
number of shares of Grantee's Common Stock subject to the transfer
restrictions of this Section 2 shall be proportionately increased or
reduced so as to prevent the enlargement or dilution of Grantee's rights
and duties hereunder. The determination of the Company's Board of
Directors regarding such adjustments shall be final and binding.
(c) Extraordinary Transactions. If there is a Change in
Control of the Company (as defined in the Plan), the transfer restrictions
of this Section 2 shall automatically cease as of the effective date of
such Change in Control, and all the Restricted Shares shall thereafter be
100% vested.
3. FORFEITURE.
(a) Termination of Employment. If Grantee's employment with
the Company is terminated by the Company or Grantee for any reason, then
Grantee shall immediately forfeit all Restricted Shares which are not
Vested Shares unless the Committee, in its discretion, determines that any
or all of such Restricted Shares shall not be so forfeited.
(b) Forfeited Shares. All shares of Common Stock forfeited
hereunder automatically shall revert to the Company and become canceled.
Any certificate(s) representing Restricted Shares which include forfeited
shares shall only represent that number of Restricted Shares which have
not been forfeited hereunder. Upon the Company's request, Grantee agrees
for himself and any other holder(s) to tender to the Company any
certificate(s) representing Restricted Shares which include forfeited
shares for a new certificate representing the unforfeited number of
Restricted Shares.
4. ISSUANCE OF CERTIFICATE.
(a) The Restricted Shares may not be Transferred until they
become Vested Shares. Further, the Vested Shares may not be sold or
otherwise disposed of in any manner which would constitute a violation of
any applicable federal or state securities laws in the opinion of counsel
satisfactory to the Company. The Company shall cause to be issued a stock
certificate, registered in the name of the Grantee, evidencing the
Restricted Shares upon receipt of a stock power duly endorsed in blank
with respect to such shares. Each such stock certificate shall bear the
following legend:
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The transferability of this certificate and the shares of
stock represented hereby are subject to the restrictions,
terms and conditions (including forfeiture and restrictions
against transfer) contained in the Restricted Stock Agreement
entered into between the registered owner of such shares and
Endeavour International Corporation. A copy of the Plan and
Agreement are on file in the office of the Secretary of
Endeavour International Corporation at 0000 Xxxx Xxxxxx, Xxxxx
0000, Xxxxxxx, Xxxxx 00000.
Such legend shall not be removed from the certificate evidencing Restricted
Shares until such time as the restrictions imposed by Section 2 hereof have
lapsed.
(b) The Certificate issued pursuant to this Section 4,
together with the stock powers relating to the Restricted Shares evidenced
by such certificate, shall be held by the Company. The Company shall issue
to the Grantee a receipt evidencing the certificates held by it which are
registered in the name of the Grantee.
(c) As purchase consideration for the transfer of the Vested
Shares, Grantee shall pay to Company an amount equal to the par value of
each Vested Share. If the Employee fails to do so, the Company may
withhold such amount due in the same manner as for tax withholding
pursuant to Section 1 hereof before the Vested Shares are transferred to
Grantee without restrictions.
5. TAX REQUIREMENTS.
(a) Tax Withholding. The Company shall have the power and
the right to deduct or withhold, or require the Participant to remit to
the Company, an amount sufficient to satisfy federal, state, and local
taxes, domestic or foreign, required by law or regulation to be withheld
with respect to any taxable event arising as a result of the Plan and this
Agreement.
(b) Share Withholding. With respect to tax withholding
required upon any taxable event arising as a result of this Agreement,
Participant may elect, subject to the approval of the Committee in its
discretion, to satisfy the withholding requirement, in whole or in part,
by having the Company withhold Shares having a Fair Market Value on the
date the tax is to be determined equal to the statutory total tax which
could be imposed on the transaction. All such elections shall be made in
writing, signed by the Participant, and shall be subject to any
restrictions or limitations that the Committee, in its discretion, deems
appropriate. Any fraction of a Share required to satisfy such obligation
shall be disregarded and the amount due shall instead be paid in cash by
the Participant.
6. MISCELLANEOUS.
(a) Certain Transfers Void. Any purported Transfer of shares
of Common Stock in breach of any provision of this Agreement shall be void
and
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ineffectual, and shall not operate to Transfer any interest or title in
the purported transferee.
(b) No Fractional Shares. All provisions of this Agreement
concern whole shares of Common Stock. If the application of any provision
hereunder would yield a fractional share, such fractional share shall be
rounded down to the next whole share if it is less than 0.5 and rounded up
to the next whole share if it is 0.5 or more.
(c) Not an Employment or Service Agreement. This Agreement
is not an employment agreement, and this Agreement shall not be, and no
provision of this Agreement shall be construed or interpreted to create
(i) any employment relationship between Grantee and the Company, its
affiliates, its parent, subsidiaries or any of their affiliates, or (ii)
any agreement by the Company to continue the directorship of the Grantee
for any time period.
(d) Dispute Resolution.
(i) Arbitration. All disputes and controversies of every
kind and nature between any parties hereto arising out of or in
connection with this Agreement or the transactions described herein
as to the construction, validity, interpretation or meaning,
performance, non-performance, enforcement, operation or breach,
shall be submitted to arbitration pursuant to the following
procedures:
(1) After a dispute or controversy arises, any party
may, in a written notice delivered to the other parties to the
dispute, demand such arbitration. Such notice shall designate
the name of the arbitrator (who shall be an impartial person)
appointed by such party demanding arbitration, together with a
statement of the matter in controversy.
(2) Within 30 days after receipt of such demand, the
other parties shall, in a written notice delivered to the
first party, name such parties' arbitrator (who shall be an
impartial person). If such parties fail to name an arbitrator,
then the second arbitrator shall be named by the American
Arbitration Association (the "AAA"). The two arbitrators so
selected shall name a third arbitrator (who shall be an
impartial person) within 30 days, or in lieu of such agreement
on a third arbitrator by the two arbitrators so appointed, the
third arbitrator shall be appointed by the AAA. If any
arbitrator appointed hereunder shall die, resign, refuse or
become unable to act before an arbitration decision is
rendered, then the vacancy shall be filled by the method set
forth in this Section for the original appointment of such
arbitrator.
(3) Each party shall bear its own arbitration costs
and expenses. The arbitration hearing shall be held in
Houston, Texas at a location designated by a majority of the
arbitrators. The Commercial Arbitration Rules of the American
Arbitration Association shall be incorporated by
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reference at such hearing and the substantive laws of the
State of Texas (excluding conflict of laws provisions) shall
apply.
(4) The arbitration hearing shall be concluded within
ten (10) days unless otherwise ordered by the arbitrators and
the written award thereon shall be made within fifteen (15)
days after the close of submission of evidence. An award
rendered by a majority of the arbitrators appointed pursuant
to this Agreement shall be final and binding on all parties to
the proceeding, shall resolve the question of costs of the
arbitrators and all related matters, and judgment on such
award may be entered and enforced by either party in any court
of competent jurisdiction.
(5) Except as set forth in Section 6(d)(ii), the
parties stipulate that the provisions of this Section shall be
a complete defense to any suit, action or proceeding
instituted in any federal, state or local court or before any
administrative tribunal with respect to any controversy or
dispute arising out of this Agreement or the transactions
described herein. The arbitration provisions hereof shall,
with respect to such controversy or dispute, survive the
termination or expiration of this Agreement.
No party to an arbitration may disclose the existence or results of
any arbitration hereunder without the prior written consent of the
other parties; nor will any party to an arbitration disclose to any
third party any confidential information disclosed by any other
party to an arbitration in the course of an arbitration hereunder
without the prior written consent of such other party.
(ii) Emergency Relief. Notwithstanding anything in this
Section 6(d) to the contrary, any party may seek from a court any
provisional remedy that may be necessary to protect any rights or
property of such party pending the establishment of the arbitral
tribunal or its determination of the merits of the controversy or to
enforce a party's rights under Section 6(d).
(e) Notices. Any notice, instruction, authorization, request
or demand required hereunder shall be in writing, and shall be delivered
either by personal delivery, by telegram, telex, telecopy or similar
facsimile means, by certified or registered mail, return receipt
requested, or by courier or delivery service, addressed to the Company at
the address indicated beneath its signature on the execution page of this
Agreement, and to Grantee at his address indicated on the Company's stock
records, or at such other address and number as a party shall have
previously designated by written notice given to the other party in the
manner hereinabove set forth. Notices shall be deemed given when received,
if sent by facsimile means (confirmation of such receipt by confirmed
facsimile transmission being deemed receipt of communications sent by
facsimile means); and when delivered and receipted for (or upon the date
of attempted delivery where delivery is refused), if hand-delivered, sent
by express courier or delivery service, or sent by certified or registered
mail, return receipt requested.
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(f) Amendment and Waiver. This Agreement may be amended,
modified or superseded only by written instrument executed by the Company
and Grantee. Any waiver of the terms or conditions hereof shall be made
only by a written instrument executed and delivered by the party waiving
compliance. Any waiver granted by the Company shall be effective only if
executed and delivered by a duly authorized executive officer of the
Company other than Grantee. The failure of any party at any time or times
to require performance of any provisions hereof, shall in no manner effect
the right to enforce the same. No waiver by any party of any term or
condition, or the breach of any term or condition contained in this
Agreement in one or more instances shall be deemed to be, or construed as,
a further or continuing waiver of any such condition or breach or a waiver
of any other condition or the breach of any other term or condition.
(g) Governing Law and Severability. This Agreement shall be
governed by the internal laws, and not the laws of conflict, of the State
of Texas. The invalidity of any provision of this Agreement shall not
affect any other provision of this Agreement, which shall remain in full
force and effect.
(h) Successors and Assigns. Subject to the limitations which
this Agreement imposes upon transferability of shares of Common Stock,
this Agreement shall bind, be enforceable by and inure to the benefit of
the Company and its successors and assigns, and Grantee, and Grantee's
permitted assigns and upon death, estate and beneficiaries thereof
(whether by will or the laws of descent and distribution), executors,
administrators, agents, legal and personal representatives.
(i) Community Property. Each spouse individually is bound
by, and such spouse's interest, if any, in any Shares is subject to, the
terms of this Agreement. Nothing in this Agreement shall create a
community property interest where none otherwise exists.
(j) Entire Agreement. This Agreement together with the Plan
supersede any and all other prior understandings and agreements, either
oral or in writing, between the parties with respect to the subject matter
hereof and constitute the sole and only agreements between the parties
with respect to the said subject matter. All prior negotiations and
agreements between the parties with respect to the subject matter hereof
are merged into this Agreement. Each party to this Agreement acknowledges
that no representations, inducements, promises, or agreements, orally or
otherwise, have been made by any party or by anyone acting on behalf of
any party, which are not embodied in this Agreement or the Plan and that
any agreement, statement or promise that is not contained in this
Agreement or the Plan shall not be valid or binding or of any force or
effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the date first above written.
COMPANY:
ENDEAVOUR INTERNATIONAL
CORPORATION
By: _________________________________
Name:
Title:
Address: 0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopy No.: (000) 000-0000
Attention: Secretary
GRANTEE:
_____________________________________
Name:
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