EXHIBIT 10.16
EDGE PETROLEUM CORPORATION
1997 INCENTIVE PLAN
DIRECTOR'S RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the ____ day of
_____________, _______ (the "Date of Grant"), by and between Edge Petroleum
Corporation, a Delaware corporation (the "Company"), and
___________________________ (the "Grantee").
The Company has adopted the Edge Petroleum Corporation 1997
Incentive Plan (the "Plan"), a copy of which is appended to this Agreement as
Exhibit A and by this reference made a part hereof, for the benefit of eligible
employees, directors and independent contractors of the Company and its
Subsidiaries. Capitalized terms used and not otherwise defined herein shall have
the meaning ascribed thereto in the Plan. This Agreement documents the automatic
award made to the Grantee pursuant to Section 9(b) of the Plan on the Date of
Grant.
The Company and Grantee therefore agree as follows:
1. Grant of Restricted Stock. Effective as of the Date of
Grant, pursuant to Section 9(b) of the Plan, the Company has awarded to the
Grantee a total of ______ shares of Common Stock, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").
2. Restrictions. The shares of Restricted Stock granted
hereunder to the Grantee may not be sold, assigned, transferred, pledged or
otherwise encumbered from the Date of Grant until the date that the Grantee
obtains a vested right to the shares (and the restrictions thereon terminate) in
accordance with the provisions of this Section 2 or as otherwise provided in
Section 6 below. (The period of time between the Date of Grant and the date that
the Grantee obtains a vested right to shares of Restricted Stock shall be
referred to herein as the "Restricted Period" as to those shares of stock.) In
the event that any day on which the Grantee would otherwise obtain a vested
right to additional shares of Restricted Stock is a Saturday, Sunday or holiday,
the Grantee shall instead obtain that vested right on the first business day
immediately following such date. The Grantee shall have a vested right to the
number of shares of Restricted Stock indicated below as of the dates set forth
below, provided that the Grantee has been in continuous service as a Director of
the Company since the Date of Grant:
Date Number of Shares
First Vested
------------ -------------------------
------------ -------------------------
------------ -------------------------
All of the foregoing provisions of this Section 2 are subject to the provisions
of Section 6 below, addressing events that may result forfeiture of the
Grantee's interest in all or part of the Restricted Shares.
3. No Code Section 83(b) Election. The Grantee shall not make
an election, under Code Section 83(b), to include an amount in income in respect
of Restricted Stock.
1
4. Sale of Restricted Stock. Grantee agrees that Grantee shall
not sell the Restricted Stock and that the Company shall not be obligated to
deliver any shares of Common Stock if counsel to the Company determines that
such sale or delivery would violate any applicable law or any rule or regulation
of any governmental authority or any rule or regulation of, or agreement of the
Company with, any securities exchange or association upon which the Common Stock
is listed or quoted. The Company shall in no event be obligated to take any
affirmative action in order to cause the delivery of shares of Common Stock to
comply with any such law, rule, regulation or agreement.
5. Escrow of Shares. Shares of Restricted Stock shall be
registered in the name of the Grantee and deposited with the Secretary of the
Company, together with a stock power endorsed by the Grantee in blank. Any
certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Upon termination of the Restricted Periods with respect to
shares of Restricted Stock, a certificate representing such shares shall be
delivered upon written request to the Grantee as promptly as practicable
following such termination.
6. Forfeiture. If Grantee's service as a Director shall
terminate for any reason prior to all shares of Restricted Stock having become
vested pursuant to the provisions of Section 2 hereof, the Grantee shall forfeit
all right to those unvested shares of Restricted Stock unless otherwise decided
by the Board.
7. Withholding for Taxes. Grantee acknowledges and agrees that
the Company may, at its option, deduct from the shares of Common Stock otherwise
payable or deliverable upon expiration of the Restricted Period a number of
shares of Common Stock (valued at their Fair Market Value on the date of
exercise) that is equal to the amount of all federal, state and local taxes
required to be withheld by the Company, if any, upon such exercise, as
determined by the Committee.
8. Beneficiary Designations. The Grantee shall file with the
Secretary of the Company on the form annexed hereto as Exhibit B or such other
form as may be prescribed by the Company, a designation of one or more
beneficiaries (each, a "Beneficiary") to whom shares otherwise due the Grantee
shall be distributed in the event of the death of the Grantee while serving as a
Director of the Company. The Grantee shall have the right to change the
Beneficiary or Beneficiaries from time to time; provided, however, that any
change shall not become effective until received in writing by the Secretary of
the Company. If any designated Beneficiary survives the Grantee but dies before
receiving all of the Grantee's benefits hereunder, any remaining benefits due
the Grantee shall be distributed to the deceased Beneficiary's estate. If there
is no effective Beneficiary designation on file at the time of the Grantee's
death, or if the designated Beneficiary or Beneficiaries have all predeceased
such Grantee, the payment of any remaining benefits shall be made to the
Grantee's estate.
9. Nonalienation of Benefits. Except as contemplated by
Section 8 above, and other than pursuant to a qualified domestic relations
order, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary or by operation of law, 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
2
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Grantee or the Grantee's Beneficiary hereunder
shall become bankrupt or attempt to transfer, anticipate, alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above or other than pursuant to a qualified domestic
relations order, or if any creditor shall attempt to subject the same to a writ
of garnishment, attachment, execution, sequestration or any other form of
process or involuntary lien or seizure, then such right or benefit shall cease
and terminate.
10. Prerequisites to Benefits. Neither the Grantee, nor any
person claiming through the Grantee, shall have any right or interest in
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Grantee or such
other person shall have been complied with as specified herein.
11. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Grantee (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in the Grantee's name or issued for the benefit of
Grantee hereunder.
12. Adjustments. As provided in Section 15 of the Plan,
certain adjustments may be made to the Restricted Stock upon the occurrence of
events or circumstances described in Section 15 of the Plan.
13. Notice. Unless the Company notifies the Grantee in writing
of a different procedure, any notice or other communication to the Company with
respect to this Agreement shall be in writing and shall be:
(a) delivered personally to the following address:
Edge Petroleum Corporation
Texaco Heritage Plaza
1111 Xxxxx, Suite 2100
Xxxxxxx, Xxxxx 00000
or
(b) sent by first class mail, postage prepaid and addressed as
follows:
Edge Petroleum Corporation
c/o Corporate Secretary
Texaco Heritage Plaza
1111 Bagby, Suite 2100
Xxxxxxx, Xxxxx 00000
Any notice or other communication to the Grantee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by first
class mail, postage prepaid, to Grantee's address as listed in the records of
the Company on the Grant Date, unless the Company has received written
notification from the Grantee of a change of address.
14. Amendment. Without the consent of the Grantee, this
Agreement may be amended or supplemented (i) to cure any ambiguity or to correct
or supplement any provision herein which may be defective or inconsistent with
any other provision herein, or (ii) to add to the covenants and agreements of
the Company for the benefit of Grantee or surrender any right or power reserved
to or conferred upon the Company in this Agreement, subject, however, to any
required approval of the Company's stockholders and, provided, in each case,
that such changes or corrections shall not adversely affect the rights of
Grantee with respect to the Award evidenced hereby without the Grantee's
consent, or (iii) to make such other changes as the Company, upon advice of
counsel, determines are necessary or advisable because of the adoption or
promulgation of, or change in or of the interpretation of, any law or
governmental rule or regulation, including any applicable federal or state
securities laws.
3
15. Grantee Service. Nothing contained in this Agreement, and
no action of the Company or the Committee with respect hereto, shall confer or
be construed to confer on the Grantee any right to continue in the service of
the Company as a Director.
16. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the internal laws of the State of Delaware.
17. Construction. References in this Agreement to "this
Agreement" and the words "herein," "hereof," "hereunder" and similar terms
include all Exhibits and Schedules appended hereto, including the Plan. This
Agreement is entered into, and the Award evidenced hereby is granted, pursuant
to the Plan. The headings of the Sections of this Agreement have been included
for convenience of reference only, are not to be considered a part hereof and
shall in no way modify or restrict any of the terms or provisions hereof.
18. Duplicate Originals. The Company and the Grantee may sign
any number of copies of this Agreement. Each signed copy shall be an original,
but all of them together represent the same agreement.
19. Entire Agreement. Grantee and the Company hereby declare
and represent that no promise or agreement not herein expressed has been made
and that this Agreement contains the entire agreement between the parties hereto
with respect to the Option and replaces and makes null and void any prior
agreements, oral or written, between Grantee and the Company regarding the
Restricted Stock award.
20. Grantee Acceptance. Grantee shall signify acceptance of
the terms and conditions of this Agreement by signing in the space provided at
the end hereof and returning a signed copy to the Company.
EDGE PETROLEUM CORPORATION
By:______________________
Name:____________________
Title:___________________
ACCEPTED:________________
Name of Grantee:_________
4
Exhibit B to Restricted Stock Award
Agreement dated as of ___________ ___, _____
EDGE PETROLEUM CORPORATION 1997 INCENTIVE PLAN
Designation of Beneficiary
I, (the "Grantee"), hereby declare
that upon my death _______________________________________(the "Beneficiary") of
Name
______________________________________________________________________________,
Street Address City State Zip Code
who is my _________________________________________________, shall be entitled
Relationship to Grantee
to the Restricted Stock and all other rights accorded the Grantee by the
above-referenced grant agreement (the "Agreement").
It is understood that this Designation of Beneficiary is made pursuant
to the Agreement and is subject to the conditions stated therein, including the
Beneficiary's survival of the Grantee's death. If any such condition is not
satisfied, such rights shall devolve according to the Grantee's will or the laws
of descent and distribution.
It is further understood that all prior designations of beneficiary
under the Agreement are hereby revoked and that this Designation of Beneficiary
may only be revoked in writing, signed by the Grantee and filed with the Company
prior to the Grantee's death.
---------- ----------------------------------
Date Grantee
