Exhibit 10.3
VINTAGE PETROLEUM, INC.
RESTRICTED STOCK AWARD AGREEMENT
__________________, 200__
[Name and Address]
Dear ___________________:
1. Restricted Stock Award. Vintage Petroleum, Inc., a Delaware
corporation (the "Company"), hereby grants to you an aggregate of __________
shares of Common Stock, par value $.005 per share, of the Company (the
"Restricted Shares"). This award is subject to your acceptance of and agreement
to all of the applicable terms, conditions, and restrictions described in the
Company's 1990 Stock Plan, as amended (the "Plan"), a copy of which is on file
with, and may be obtained from, the Secretary of the Company, and to your
acceptance of and agreement to the further terms, conditions, and restrictions
described in this Restricted Stock Award Agreement (this "Award Agreement"). To
the extent that any provision of this Award Agreement conflicts with the
expressly applicable terms of the Plan, it is hereby acknowledged and agreed
that those terms of the Plan shall control and, if necessary, the applicable
provisions of this Award Agreement shall be hereby deemed amended so as to carry
out the purpose and intent of the Plan.
2. Possession of Certificates. The Company shall issue a certificate or
certificates for the Restricted Shares in your name and shall retain the
certificate(s) for the period during which the restrictions described in Section
4(b) are in effect. You shall execute and deliver to the Company a stock power
or stock powers in blank for the Restricted Shares. You hereby agree that the
Company shall hold the certificate(s) for the Restricted Shares and the related
stock power(s) pursuant to the terms of this Award Agreement until such time as
the restrictions described in Section 4(b) lapse as described in Section 5 or
the Restricted Shares are canceled pursuant to the terms of Section 4(b).
3. Ownership of Restricted Shares. You shall be entitled to all the
rights of absolute ownership of the Restricted Shares, including the right to
vote such shares and to receive dividends therefrom if, as, and when declared by
the Company's Board of Directors, subject, however, to the terms, conditions,
and restrictions described in the Plan and in this Award Agreement.
4. Restrictions.
(a) Your ownership of the Restricted Shares shall be subject to the
restrictions set forth in subsection (b) of this Section until such restrictions
lapse pursuant to the terms of Section 5, at which time the Restricted Shares
shall no longer be subject to the applicable restrictions.
(b) The restrictions referred to in subsection (a) of this Section
are as follows:
(1) At the time of your "Termination of Employment" (as defined
in Section 10(b)), other than a Termination of Employment that
occurs as a result of an event described in Section 5(b)(1) or a
Termination of Employment that is described in Section 5(b)(2), you
shall forfeit the Restricted Shares to the Company and all of your
rights thereto shall terminate without any payment of consideration
by the Company. If you forfeit any Restricted Shares and your
interest therein terminates pursuant to this paragraph, such
Restricted Shares shall be canceled.
(2) You may not sell, assign, transfer, pledge, hypothecate, or
otherwise dispose of the Restricted Shares.
5. Lapse of Restrictions.
(a) The restrictions described in Section 4(b) shall lapse with
respect to _________ of the Restricted Shares on the first anniversary of the
date hereof, another _________ of the Restricted Shares on the second
anniversary of the date hereof, and the last _________ of the Restricted Shares
on the third anniversary of the date hereof. Following the lapse of such
restrictions with respect to any Restricted Shares, such Restricted Shares shall
no longer be subject to the restrictions described in Section 4(b).
(b) Notwithstanding the provisions of subsection (a) of this
Section, the restrictions described in Section 4(b) shall lapse with respect to
all the Restricted Shares at the time of the occurrence of any of the following
events:
(1) Your death or "Disability" (as defined in Section 10(c));
(2) Your Termination of Employment, but only if such
Termination of Employment is the result of a dismissal or other
action by the Company or any of its Subsidiaries and does not
constitute a "Termination for Cause" (as defined in Section 10(a));
or
(3) A "Change of Control" (as defined in the Plan) of the
Company.
6. Agreement With Respect to Taxes. You agree that (a) you will pay to
the Company or a Subsidiary, as the case may be, or make arrangements
satisfactory to the Company or such Subsidiary regarding the payment of any
foreign, federal, state, or local taxes of any kind required by law to be
withheld by the Company or any of its Subsidiaries with respect to the
Restricted Shares (provided, however, that you shall not be entitled or
permitted to satisfy this obligation by the Company's withholding of stock that
is subject to this Award Agreement or by your transfer of other shares of stock
to the Company or a Subsidiary) and (b) the Company or any of its Subsidiaries
shall, to the extent permitted by law, have the right to deduct from any
payments of any kind otherwise due to you any foreign, federal, state, or local
taxes of any kind required by law to be withheld with respect to the Restricted
Shares.
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7. Adjustment of Shares. The number of Restricted Shares subject to
this Award Agreement shall be adjusted as provided in Section 12 of the Plan.
Any shares or other securities received by you as a stock dividend on, or as a
result of stock splits, combinations, exchanges of shares, reorganizations,
mergers, consolidations or otherwise with respect to the Restricted Shares shall
have the same terms, conditions and restrictions and bear the same legend as the
Restricted Shares.
8. Agreement With Respect to Securities Matters. You agree that you
will not sell or otherwise transfer any Restricted Shares except pursuant to an
effective registration statement under the U.S. Securities Act of 1933, as
amended, or pursuant to an applicable exemption from such registration.
9. Restrictive Legend. You hereby acknowledge that the certificate(s)
for the Restricted Shares will bear a conspicuous legend referring to the terms,
conditions, and restrictions described in the Plan and this Award Agreement. Any
attempt to dispose of any Restricted Shares in contravention of the terms,
conditions, and restrictions described in the Plan or this Award Agreement shall
be ineffective.
10. Certain Definitions. As used in this Award Agreement, the following
terms shall have the respective meanings indicated:
(a) "Termination for Cause" shall mean a Termination of Employment
as a result of (1) your willful and continued failure substantially to perform
your duties (other than any such failure resulting from your incapacity due to
physical or mental illness), (2) your conviction for a felony, proven or
admitted fraud, misappropriation, theft or embezzlement by you, your inebriation
or use of illegal drugs in the course of, related to or connected with the
business of the Company or any of its Subsidiaries, or your willful engaging in
misconduct that is materially injurious to the Company or any of its
Subsidiaries, monetarily or otherwise, or (3) if you have entered into an
employment agreement or contract with the Company or any of its Subsidiaries,
any other action or omission that is identified in such agreement or contract as
giving rise to "Cause" for the termination of your employment with the Company
or any of its Subsidiaries. For this purpose, no act, or failure to act, on your
part shall be considered "willful" unless done, or omitted, by you not in good
faith and without reasonable belief that your action or omission was in the best
interest of Company or any of its Subsidiaries.
(b) "Termination of Employment" shall mean the termination of your
full-time employment with the Company or any of its Subsidiaries for any reason
other than your death or Disability.
(c) "Disability" shall mean a physical or mental impairment of
sufficient severity such that, in the opinion of a physician selected by the
Company, you are unable to continue to serve as an employee of the Company or
any of its Subsidiaries.
Capitalized terms used in this Award Agreement and not otherwise defined herein
shall have the respective meanings provided in the Plan.
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If you accept this Restricted Stock Award and agree to the foregoing
terms and conditions, please so confirm by signing and returning the duplicate
copy of this Award Agreement enclosed for that purpose.
VINTAGE PETROLEUM, INC.
By:____________________________________
Name:_______________________________
Title:______________________________
The foregoing Restricted Stock Award is accepted by me as of
______________________, and I hereby agree to the terms, conditions, and
restrictions set forth above and in the Plan.
_______________________________________
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