RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into effective the
___(the “Date of Grant”), by and between XxxxXxxxx Energy, Inc., a Delaware
corporation, formerly known as Riata Energy, Inc. (the “Company”), and ___(herein
referred to as the “Participant”);
WITNESSETH:
WHEREAS, the 2005 Stock Plan (the “Plan”) has been previously adopted; and
WHEREAS, the Company has awarded the Participant ___Shares under the Plan subject to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein
contained, the Participant and the Company agree as follows:
1. The Plan. The Plan is incorporated herein by reference and made a part hereof for
all purposes, and when taken with this Agreement shall govern the rights of the Participant and the
Company with respect to the Award (as defined below). Any capitalized terms used but not defined
in this Agreement have the same meanings given to them in the Plan.
2. Grant of Award. The Company hereby grants to the Participant an award (the
“Award”) of ___Shares on the terms and conditions set forth herein and in the Plan.
3. Terms of Award.
(a) Vesting. The Shares subject to this Award will vest based on the Participant’s
continuous employment with the Company at the rate of twenty-five percent (25%) per annum on each
anniversary of the Date of Grant. For purposes of this Agreement, employment with the Company
includes employment by any of its Subsidiaries.
(b) Certificates and Shareholder Rights. Shares subject to this Award shall be issued
in uncertificated form subject to removal of the restrictions placed thereon or forfeiture pursuant
to the terms of this Agreement. The Participant shall not have the voting rights or rights to
dividends attributable to the Shares issued under this Award until the Shares become vested.
(c) Vesting — Removal of Restrictions. Once Shares subject to this Award become
vested, all restrictions shall be removed and the Assistant Corporate Secretary of the Company
shall cause a direct registration statement for the book-entry registration to be issued
representing such Shares free and clear of all restrictions, except for any applicable securities
laws restrictions.
(d) Termination of Employment. Shares that do not become vested pursuant to the terms
of this Agreement shall be forfeited and the Participant shall have no future interest therein of
any kind whatsoever. In the event the Participant’s employment with the Company terminates for any
reason other than death or Disability, then any remaining Shares which have not yet vested shall be
forfeited automatically without payment upon termination
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unless the Committee, in its sole and absolute discretion, elects to accelerate vesting for
any portion of the unvested shares subject to this Award. In the event the Participant terminates
employment with the Company due to death or Disability, this Award shall become fully vested.
4. Change of Control. Upon the occurrence of a Change of Control, this Award shall
become fully vested.
5. Acceptance of Award Terms. The Award evidenced by this Agreement must be accepted
by you on or before ___, 2008. In order to evidence your acceptance, please sign and date
the attached Notice of Grant of Award and return it to Xxxx Xxxxxxxxx, Assistant Corporate
Secretary, XxxxXxxxx Energy, Inc. Failure to return this Agreement within this 60-day period will
result in forfeiture of any unvested portion of this Award.
6. Legends. The Shares which are the subject of the Award shall bear the following
legend:
“THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE OR BOOK-ENTRY REGISTRATION ARE SUBJECT TO
AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT ISSUED
PURSUANT TO THE RIATA 2005 STOCK PLAN. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED BY
THIS CERTIFICATE IN VIOLATION OF THE AGREEMENT OR THE PLAN SHALL BE NULL AND VOID AND WITHOUT
EFFECT. A COPY OF THE AGREEMENT OR THE PLAN MAY BE OBTAINED FROM THE ASSISTANT CORPORATE SECRETARY
OF XXXXXXXXX ENERGY, INC.”
7. Delivery of Forfeited Shares. The Participant authorizes the Assistant Corporate
Secretary to deliver to the Company any and all Shares that are forfeited under the provisions of
this Agreement.
8. Nontransferability of Award. The Participant shall not have the right to sell,
assign, transfer, convey, dispose, pledge, hypothecate, burden, encumber or charge any Shares
subject to this Award or any interest therein in any manner whatsoever. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of Shares subject to this Award contrary to
the provisions hereof shall be null and void and without effect.
9. Withholding. The Company may make such provision as it may deem appropriate for
the withholding of any applicable federal, state or local taxes that it determines it may be
obligated to withhold or pay in connection with the vesting of Shares under this Award. Required
withholding taxes as determined by the Company associated with this Award will be satisfied by the
Company withholding from the Award the number of Shares having a Fair Market Value on the date of
vesting equal to the amount of required withholding taxes.
10. Amendments. This Award Agreement may be amended by a written agreement signed by
the Company and the Participant; provided that the Committee may modify the terms of this Award
Agreement without the consent of the Participant in any manner that is not adverse to the
Participant.
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11. Securities Law Restrictions. This Award shall be vested and common stock issued
only in compliance with the Securities Act of 1933, as amended (the “Act”), and any other
applicable securities law, or pursuant to an exemption therefrom. If deemed necessary by the
Company to comply with the Act or any applicable laws or regulations relating to the sale of
securities, the Participant at the time of vesting and as a condition imposed by the Company, shall
represent, warrant and agree that the Shares subject to the Award are being acquired for investment
and not with any present intention to resell the same and without a view to distribution, and the
Participant shall, upon the request of the Company, execute and deliver to the Company an agreement
to such a fact. The Participant acknowledges that any stock certificate representing Shares
acquired under such circumstances will be issued with a restricted securities legend.
12. Notices. All notices or other communications relating to the Plan and this
Agreement as it relates to the Participant shall be in writing and shall be deemed to have been
made if personally delivered in return for a receipt, or if mailed, by regular U.S. mail, postage
prepaid, by the Company to the Participant at his last known address evidenced on the payroll
records of the Company.
13. Binding Effect and Governing Law. This Agreement shall be (i) binding upon and
inure to the benefit of the parties hereto and their respective heirs, successors and assigns
except as may be limited by the Plan and (ii) governed and construed under the laws of the State of
Oklahoma.
14. Captions. The captions of specific provisions of this Agreement are for
convenience and reference only, and in no way define, describe, extend or limit the scope of this
Agreement or the intent of any provision hereof.
15. Counterparts. This Agreement may be executed in any number of identical
counterparts, each of which shall be deemed an original for all purposes, but all of which taken
together shall form but one agreement.
Notice of Grant of Award
and Award Agreement
and Award Agreement
XxxxXxxxx Energy, Inc.
ID: 00-0000000
0000 X. X. Xxxxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
ID: 00-0000000
0000 X. X. Xxxxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
| Award Number: | ||||
| Plan: | 2005 | |||
| ID: |
Effective ___, 2007,
you have been granted an award of ___ shares of XxxxXxxxx Energy, Inc.
(the Company) common stock. These shares are restricted until the vest date(s) shown below.
The award will vest in increments on the date(s) shown.
| Shares | Full Vest | |||||
SPECIMEN
By your signature and the Company’s signature below, you and the Company agree that this award
is granted under and governed by the terms and conditions of the Company’s Award Plan as
amended and the Award Agreement, all of which are attached and made a part of this document.
XxxxXxxxx Energy, Inc.
|
Date | |
Xxxx Xxxxxxxxx
|
Date |
