RESTRICTED STOCK AGREEMENT
UNDER THE XXXXXXXX RESOURCES, INC.
1999 LONG-TERM INCENTIVE PLAN
AGREEMENT made as of _______________, by and between Xxxxxxxx Resources,
Inc. ("Company") and ________________ ("Award Recipient"):
WHEREAS, the Company maintains the Xxxxxxxx Resources, Inc. 1999 Long-term
Incentive Plan ("Plan") under which the Company's Compensation Committee of the
Board of Directors ("Committee") may, among other things, award shares of the
Company's Common Stock ("Common Stock") to such members of the Company's
management team as the Committee may determine, subject to terms, conditions, or
restrictions as it may deem appropriate;
WHEREAS, pursuant to the Plan, the Committee has awarded to the Award
Recipient a restricted stock award conditioned upon the execution by the Company
and the Award Recipient of a Restricted Stock Agreement setting forth all the
terms and conditions applicable to such award in accordance with the Plan;
THEREFORE, in consideration of the mutual promise(s) and covenant(s)
contained herein, it is hereby agreed as follows:
1. AWARD OF SHARES. Under the terms of the Plan, the Committee has awarded
to the Award Recipient a restricted stock award on _____________, ("Award
Date"), covering _____________ shares of Common Stock subject to the terms,
conditions, and restrictions set forth in this Agreement.
2. STOCK CERTIFICATES. The stock certificate(s) evidencing the restricted
stock award shall be registered on the Company's books in the name of the Award
Recipient as of the Award Date. The Company reserves the right to place a legend
on the stock certificate(s) restricting the transferability of such
certificate(s) and referring to the terms and conditions (including forfeiture)
approved by the Committee and applicable to the shares represented by the
certificate(s).
During the restriction period, except as otherwise provided in Paragraph 3
of this Agreement, the Award Recipient shall be entitled to all rights of a
stockholder of the Company, including the right to vote the shares and receive
dividends and/or other distributions declared on such shares.
3. AWARD RESTRICTIONS. The shares covered by the restricted stock award
shall vest in accordance with the schedule set forth below:
Date Percent Vested
Upon the vesting of any part of the restricted stock award by virtue of
the lapse of the restriction period set forth above or under Paragraph 4 of this
Agreement, the Award Recipient or beneficiary(ies) are free to hold or dispose
of such certificate at will, subject to the restrictions imposed by applicable
securities laws and to the following provisions of this Paragraph 3.
During the restriction period, the shares covered by the restricted
stock award not already vested are not transferable by the Award Recipient by
means of sale, assignment, exchange, pledge, or otherwise. However, during the
restriction period, the Award Recipient does have the right to tender for sale
or exchange with the Company's written consent any such shares in the event of
any tender offer within the meaning of Section 14(d) of the Securities Exchange
E-14
Act of 1934. Notwithstanding any provision of this Agreement to the contrary,
shares of Common Stock covered by this restricted stock award shall not be
transferable by the Award Recipient or beneficiary(ies) until the date that is
six months following the Award Date.
4. TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL. If the Award Recipient
terminates employment with the Company due to death or Disability during the
restriction period, the restricted stock award, to the extent not already
vested, shall vest in full as of the date of such termination. Termination of
the Award Recipient's employment with the Company for any other reason shall
result in forfeiture of the restricted stock award on the date of termination to
the extent not already vested. The Award Recipient may designate a
beneficiary(ies) to receive the stock certificate representing that portion of
the restricted stock award automatically vested upon death. The Award Recipient
has the right to change such beneficiary designation at will.
In the event of a Change in Control of the Company during the restriction
period, the restricted stock award, to the extent not already vested, shall vest
in full as of the date of such Change in Control.
5. WITHHOLDING TAXES. The Company shall have the right to retain and
withhold from any payment under the restricted stock awarded the amount of taxes
required by any government to be withheld or otherwise deducted and paid with
respect to such payment. At its discretion, the Company may require an Award
Recipient receiving shares of Common Stock under a restricted stock award to
reimburse the Company for any such taxes required to be withheld by the Company
and withhold any distribution in whole or in part until the Company is so
reimbursed. In lieu thereof, the Company shall have the right to withhold from
any other cash amounts due or to become due from the Company to the Award
Recipient an amount equal to such taxes required to be withheld by the Company
to reimburse the Company for any such taxes or retain and withhold a number of
shares having a market value not less than the amount of such taxes and cancel
(in whole or in part) any such shares so withheld in order to reimburse the
Company for any such taxes.
6. ADMINISTRATION. The Committee shall have full authority and discretion,
(subject only to the express provisions of the Plan) to decide all matters
relating to the administration and interpretation of the Plan and this
Agreement. All such Committee determinations shall be final, conclusive, and
binding upon the Company, the Award Recipient, and any and all interested
parties.
7. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or this Agreement
shall confer on an Award Recipient any right to continue in the employ of the
Company or in any way affect the Company's right to terminate the Award
Recipient's employment without prior notice at any time for any reason.
8. AMENDMENT(S). This Agreement shall be subject to the terms of the Plan
as amended except that the restricted stock award that is the subject of this
Agreement may not in any way be restricted or limited by any Plan amendment or
termination approved after the date of the award without the Award Recipient's
written consent.
9. FORCE AND EFFECT. The various provisions of this Agreement are severable
in their entirety. Any determination of invalidity or unenforceability of any
one provision shall have no effect on the continuing force and effect of the
remaining provisions.
10. GOVERNING LAWS. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Texas.
E-15
11. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the heirs and permitted successors and assigns of the respective
parties.
12. NOTICES. Unless waived by the Company, any notice to the Company
required under or relating to this Agreement shall be in writing and addressed
to:
Xxxxxxxx Resources, Inc.
Comstock Tower
0000 Xxxx xxx Xxxxxxx Xxxx.
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: President or Secretary;
or to such other address as the Company maintains as its principal executive
offices.
13. ENTIRE AGREEMENT. This Agreement and the Plan contain the entire
understanding of the parties and shall not be modified or amended except in
writing and duly signed by the parties. In the event of any conflict between the
terms and provisions of this Agreement and those of the Plan, the terms and
provisions of the Plan including, without limitation, those with respect to
powers of the Committee, shall prevail and be controlling. No waiver by either
party of any default under this Agreement shall be deemed a waiver of any later
default. Any capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Plan.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
hereof.
XXXXXXXX RESOURCES, INC.
By:________________________
Title
---------------------------
Award Recipient
E-16
