Exhibit 10.2
GULFWEST ENERGY, INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the "Agreement") is made and entered into
as of the date of grant set forth below (the "Date of Grant") by and between
GulfWest Energy, Inc., a Texas corporation (the "Company"), and the participant
named below (the "Participant"). Capitalized terms not defined herein shall have
the meaning ascribed to them in the Company's 2005 Stock Incentive Plan (the
"Plan").
Participant:
Social Security Number:
Address: GulfWest Energy Inc.
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000 X. Xxx Xxxxxxx Xxxx. E.
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Suite 300
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Xxxxxxx, XX 00000
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Total Restricted Shares:
Fair Market Value Per Share:
Fair Market Value Aggregate: (on Date of Grant)
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Purchase Price/Consideration:
Date of Grant:
1. Grant of Restricted Shares. The Company hereby grants to Participant
the total number of restricted shares of Common Stock of the Company set forth
above as Total Restricted Shares (the "Shares"), subject to all of the terms and
conditions of this Agreement and the Plan.
2. Vesting Period.
2.1. Regular Vesting. Provided Participant continues to provide
Continuous Service to the Company or any Affiliate, the Shares will become fully
vested on the ____ anniversary of the Date of Grant set forth above. When
issued, the certificate evidencing the Shares will be held by the Company until
the Shares are fully vested, at which time the certificate will be released to
the Participant.
2.2. Change of Control. In the event of a Change of Control (as such
term is defined in the Plan), vesting shall be accelerated and the Shares shall
become immediately vested with respect to one hundred percent (100%) of the
Shares without regard to the Participant's number of years of Continuous
Service.
2.3. Termination for Cause or Participant's Voluntary Resignation. If
Participant's Continuous Service is terminated by the Company for Cause or by
the Participant's voluntary resignation, the Company may exercise its Right of
Repurchase or otherwise reacquire, or the Participant shall forfeit unvested
shares granted in consideration of future services, and any or all of the Shares
which have not vested as of the date of termination shall be forfeited and the
Participant shall have no rights with respect to the Shares.
2.4. Termination Without Cause or Unsuccessful Re-election Bid. In the
event Participant's Continuous Service is terminated by the Company without
Cause (as such term is defined in the Plan) or the Participant's bid for
re-election to the Company's Board of Directors is unsuccessful, vesting shall
be accelerated and the Shares shall become immediately vested with respect to
one hundred percent (100%) of the Shares without regard to the Participant's
number of years of Continuous Service.
2.5. Death or Disability. In the event Participant's Continuous
Service is terminated on account of Death or Disability, for purposes of
determining vesting under Section 2.1, Participant shall be deemed to continue
Continuous Service through the date that is the anniversary of the Date of Grant
coincident with or next following the date of such termination.
3. Compliance with Laws and Regulations. The issuance and transfer of
Shares shall be subject to compliance by the Company and Participant with all
applicable requirements of federal and state securities laws and with all
applicable requirements of any stock exchange on which the Company's Common
Stock may be listed at the time of such issuance or transfer. Participant
understands that the Company is under no obligation to register or qualify the
Shares with the SEC, any state securities commission or any stock exchange to
effect such compliance.
4. General.
4.1. Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or the Company to the Administrator
of the Plan (the "Administrator") for review. The resolution of such a dispute
by the Administrator shall be final and binding on the Company and Participant.
4.2. Entire Agreement. The Plan is incorporated herein by reference.
This Agreement and the Plan constitute the entire agreement of the parties and
supercede all prior undertakings and agreements with respect to the subject
matter hereof. If any inconsistency should exist between the nondiscretionary
terms and conditions of this Agreement and the Plan, the Plan shall govern and
control.
4.3. Notices. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Participant shall be in writing and
addressed to Participant at the address indicated above or to such other address
as such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: (a) personal
delivery; (b) five (5) days after deposit in the United States mail by certified
or registered mail (return receipt requested); (c) two (2) business day after
deposit with any return receipt express courier (prepaid); or (d) one (1)
business day after transmission by facsimile.
4.4. Successors and Assigns. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Participant and Participant's heirs, executors, administrators, legal
representatives, successors and assigns.
4.5. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas without giving effect to its
conflict of law principles. If any provision of this Agreement is determined by
a court of law to be illegal or unenforceable, then such provision will be
enforced to the maximum extent possible and the other provisions will remain
fully effective and enforceable.
5. Acceptance. Participant hereby acknowledges receipt of a copy of the
Plan and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts the award of the Shares subject to all the terms
and conditions of the Plan and this Agreement. Participant acknowledges that
there may be adverse tax consequences upon disposition of the Shares and that
Participant should consult a tax advisor prior to such disposition.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized representative and Participant has executed this Agreement,
effective as of the Date of Grant.
GULFWEST ENERGY, INC.
By:
Name:
Title:
PARTICIPANT
(Signature)
Printed Name:
