Exhibit 10.18
HOMEBASE ACQUISITION, LLC
RESTRICTED SHARE AWARD AGREEMENT
THIS AGREEMENT, made as of this ___ day of August, 2003, by and
between Homebase Acquisition, LLC, a Delaware limited liability company (the
"Company"), and ______________ ("Key Employee").
WITNESSETH, THAT:
WHEREAS, The Company wishes to grant a restricted share award to Key
Employee pursuant to the Company's 2003 Restricted Share Plan (adopted by the
Board of Managers of the Company on August ___, 2003), a copy of which is
attached hereto;
NOW, THEREFORE, In consideration of the premises and mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. Award
Effective as of the date of this Agreement, the Company hereby
grants to Key Employee a restricted stock award of _____ common shares of the
Company (the "Common Shares") subject to the terms and conditions set forth
herein and in the Plan. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Plan.
2. Vesting
Subject to the terms and conditions of this Agreement, the Common
Shares shall vest according to the schedule set forth in Section 5 of the Plan.
3. Restrictions on Transfer
Until any group of Common Shares vests pursuant to Sections 2
hereof, none of such Shares may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of or encumbered, and no attempt to transfer
such Common Shares, whether voluntary or involuntary, by operation of law or
otherwise, shall vest the transferee with any interest or rights in or with
respect to such Common Shares.
4. Early Vesting; Forfeiture
(a) Notwithstanding anything to the contrary in this Agreement or
the Plan, the Board of Managers of the Company (the "Board"), in its sole
discretion, may waive any of the forfeiture requirements set forth in Section 5
of the Plan or may accelerate the vesting of all or a portion of the Common
Shares as the Board so determines.
5. Issuance and Custody of Certificate
(a) As of the date of this Agreement, the Company shall cause to
be issued one or more share certificates, registered in the name of Key
Employee, evidencing the Common
Shares. Each such certificate shall be delivered to Key Employee and shall bear
the following legend:
"The Common Shares represented by this certificate are subject to
forfeiture, and the transferability of this certificate and the shares
represented hereby are subject to the restrictions, terms and conditions
(including restrictions against transfer) contained in the Homebase Acquisition,
LLC 2003 Restricted Share Plan (the "Plan") and in the Restricted Share Award
Agreement dated __________, 2003 and entered into between Homebase Acquisition,
LLC and the registered owner of such shares. Copies of the Plan and the
Restricted Share Award Agreement are on file in the office of Homebase
Acquisition, LLC."
(b) Common Shares shall be subject to the rights of the Company to
reacquire such Common Shares pursuant to the provisions of Sections 5.5 and 7 of
the Plan.
6. Taxes
(a) The issuance of the Common Shares to Key Employee pursuant to
this Agreement involves complex and substantial tax considerations, including,
without limitation, consideration of the advisability of Key Employee making an
election under Section 83(b) of the Internal Revenue Code of 1986, as amended.
The Key Employee is urged to consult his own tax advisor with respect to the
transactions described in this Agreement. The Company makes no warranties or
representations whatsoever to the Key Employee regarding the tax consequences of
the grant to the Key Employee of the Shares or this Agreement. Key Employee
acknowledges that the making of any Section 83(b) election shall be his personal
responsibility.
(b) In order to provide the Company with the opportunity to claim
the benefit of any income tax deduction which may be available to it in
connection with this restricted share award, and in order to comply with all
applicable federal or state tax laws or regulations, the Company may take such
action as it deems appropriate to insure that, if necessary, all applicable
federal or state income and social security taxes, which are the sole and
absolute responsibility of Key Employee, are withheld or collected from Key
Employee.
7. Miscellaneous
(a) Key Employee shall be entitled at all times to all of the
rights of a Member of the Company with respect to the Common Shares, including
without limitation the right to vote and tender such Common Shares and to
receive dividends and other distributions as provided in the Plan.
(b) This Agreement is issued pursuant to the Plan and is subject
to its terms. Key Employee hereby acknowledges receipt of a copy of the Plan.
The Plan is also available for inspection during business hours at the principal
office of the Company.
(c) This Agreement shall not confer on Key Employee any right with
respect to continued employment by the Company.
2
(d) If any terms or conditions of this Agreement conflict with or
are contrary to the terms and conditions of the Plan, the terms and conditions
of this Agreement shall control and apply to the extent more favorable to Key
Employee.
(e) This Agreement shall inure to the benefit of, and be binding
upon, the Company, its successors and assigns, and upon Key Employee, his
administrator, executor, personal representative, successors and heirs.
(f) Except as provided in Section 4(b), no change to or
modification of this Agreement shall be valid unless it is in writing and signed
by the Company and Key Employee.
IN WITNESS WHEREOF, The parties hereto have caused this Agreement to
be executed on the day and year first above written.
HOMEBASE ACQUISITION, LLC
By:_______________________
__________________________
[KEY EMPLOYEE]
CCI-Share Award Agreement
CH1\ 4000845.12
3
