BERRY PETROLEUM COMPANY
XXXXX PETROLEUM COMPANY
2005
EQUITY INCENTIVE PLAN
Unless
otherwise defined herein, the terms defined in the Xxxxx Petroleum Company
2005
Equity Incentive Plan shall have the same defined meanings in this Stock Award
Agreement.
I. NOTICE
OF RESTRICTED STOCK UNIT GRANT
You
have
been granted restricted Stock Units, subject to the terms and conditions of
the
Plan and this Stock Award Agreement, as follows:
Name
of
Awardee: Xxxxxx
X.
Xxxxxxxxx
Total Number of Stock
Units Granted: 161,300
Grant
Date: June
23,
2006
Vesting Commencement Date: Not
applicable
Vesting Schedule: The
Stock
Units subject to this Stock Award Agreement shall vest in accordance with
Section 2.4 of the Amended and Restated Employment
Agreement
dated June 23, 2006, between the Company and the Awardee.
II. AGREEMENT
X. Xxxxx
of Stock Units.
Pursuant to the terms and conditions set forth in this Stock Award Agreement
(including Section I above) and the Plan, the Administrator hereby grants to
the
Awardee named in Section I above, on the Grant Date set forth in Section I
above, the number of Stock Units set forth in Section I above.
B. Purchase
of Stock Units.
No
payment of cash is required for the Stock Units.
C. Vesting/Delivery
of Shares.
The
Awardee shall vest in the granted Stock Units in accordance with the vesting
schedule provided for in Section I above. Within 60 days following the date
on
which the Awardee becomes vested in a Stock Unit and subject to Subsection
I
below, the Company shall deliver to the Awardee one share of Common Stock for
each Stock Unit the Awardee becomes vested in and such Stock Unit shall then
terminate.
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D. Forfeiture
of Stock Units.
Stock
Units which do not vest in accordance with the Vesting Schedule set forth above
shall automatically be forfeited.
E. No
Interest in Company Assets.
The
Awardee shall not have any interest in any fund or specific asset of the Company
by reason of the Stock Units.
F. No
Rights as a Stockholder Prior to Delivery.
Except
as set forth in Subsection C above, the Awardee shall not have any right, title
or interest in, or be entitled to vote in respect of, or otherwise be considered
the owner of, any of the shares of Common Stock covered by the Stock Units.
Except as provided for in Subsection G below, the Awardee shall not be entitled
to receive distributions from the shares of Common Stock covered by the Stock
Units.
G. Dividends.
The
Awardee will be entitled to dividends on the shares of Common Stock covered
by
the Stock Units payable in the same amount and at the same time as any other
stockholder. However, dividends that are received on Stock Units prior to
vesting are taxable as compensation, rather than as dividend
income.
H. Regulatory
Compliance.
The
issuance of Common Stock pursuant to this Stock Award Agreement shall be subject
to full compliance with all applicable requirements of law and the requirements
of any stock exchange or interdealer quotation system upon which the Common
Stock may be listed or traded.
I. Withholding
Tax.
The
Company's obligation to deliver any Shares upon vesting of Stock Units shall
be
subject to the satisfaction of all applicable federal, state, local and foreign
income, and employment tax withholding requirements. The Awardee shall pay
to
the Company an amount equal to the withholding amount (or the Company may
withhold such amount from the Awardee's salary) in cash. At the Administrator's
election, the Awardee may pay the withholding amount with Shares; provided,
however, that payment in Shares shall be limited to the withholding amount
calculated using the minimum statutory withholding rates.
J. Plan.
This
Stock Award Agreement is subject to all of the terms and provisions of the
Plan,
receipt of a copy of which is hereby acknowledged by the Awardee. The Awardee
hereby agrees to accept as binding, conclusive, and final all decisions and
interpretations of the Administrator upon any questions arising under the Plan
and this Stock Award Agreement.
K. Successors.
This
Stock Award Agreement shall inure to the benefit of and be binding upon the
parties hereto and their legal representatives, heirs, and permitted successors
and assigns.
L. Restrictions
on Transfer.
Except
as otherwise provided for in Subsection K above, and the Plan, the Stock Units
may not be sold, assigned, transferred, pledged or otherwise encumbered, whether
voluntarily or involuntarily, by operation of law or otherwise. No right or
benefit under this Agreement shall be subject to transfer, anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary,
involuntary, by operation of law or otherwise, and any attempt to transfer,
anticipate, alienate, sell, assign, pledge, encumber or charge the same shall
be
void. No right or benefit hereunder shall in any manner be liable for or subject
to any debts, contracts, liabilities or torts of the person entitled to such
benefits. Any assignment in violation of this Subsection L shall be
void.
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M. Restrictions
on Resale.
The
Awardee agrees not to sell any Shares that have been issued pursuant to the
vested Stock Units at a time when Applicable Laws, Company policies or an
agreement between the Company and its underwriters prohibit a sale. This
restriction shall apply as long as the Awardee is a Service Provider and for
such period of time after the Awardee's Termination of Service as the
Administrator may specify.
N. Entire
Agreement; Governing Law.
This
Stock Award Agreement and the Plan constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Awardee
with respect to the subject matter hereof, and may not be modified adversely
to
the Awardee's interest except by means of a writing signed by the Company and
the Awardee. This Stock Award Agreement is governed by the internal substantive
laws, but not the choice of law rules, of California.
O. NO
GUARANTEE OF CONTINUED SERVICE.
THE
AWARDEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE STOCK UNITS PURSUANT
TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED STOCK UNITS). THE AWARDEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
STOCK AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH AWARDEE'S RIGHT OR THE COMPANY'S
RIGHT TO TERMINATE AWARDEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME,
WITH OR WITHOUT CAUSE.
By
the
Awardee's signature and the signature of the Company's representative below,
the
Awardee and the Company agree that this Award is granted under and governed
by
the terms and conditions of this Stock Award Agreement and the Plan. The Awardee
has reviewed this Stock Award Agreement and the Plan in their entirety, has
had
an opportunity to obtain the advice of counsel prior to executing this Stock
Award Agreement and fully understands all provisions of this Stock Award
Agreement and the Plan. The Awardee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator
upon
any questions relating to this Stock Award Agreement and the Plan.
The
Awardee further agrees that the Company may deliver by email all documents
relating to the Plan or this Award (including, without limitation, prospectuses
required by the Securities and Exchange Commission) and all other documents
that
the Company is required to deliver to its security holders (including, without
limitation, annual reports and proxy statements). The Awardee also agrees that
the Company may deliver these documents by posting them on a web site maintained
by the Company or by a third party under contract with the Company.
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AWARDEE:
Signature
/s/
Xxxxxx X. Xxxxxxxxx
Printed
Name:
Xxxxxx
X. Xxxxxxxxx
Residence
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XXXXX
PETROLEUM COMPANY
By:
/s/ Xxxxxx X. Xxxxx, Xx.
Title:
Chairman
of the Board
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