0000813779-09-000031 Sample Contracts

STOCK OPTION AGREEMENT
Stock Option Agreement • May 15th, 2009 • Crimson Exploration Inc. • Crude petroleum & natural gas • Texas

This Stock Option Agreement (the “Agreement”) is made and entered into as of the Date of Grant set forth below by and between Crimson Exploration Inc., a Delaware corporation (the “Company”), and Participant named below. This Agreement represents a distribution to Participant pursuant to the Company’s Long Term Incentive Performance Plan for the fiscal year ending December 31, 2008. Unless otherwise indicated herein, capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2005 Stock Incentive Plan, as amended and restated effective as of August 15, 2008 (the “Plan”).

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 15th, 2009 • Crimson Exploration Inc. • Crude petroleum & natural gas • Texas

This Restricted Stock Award Agreement (the “Agreement”) is made and entered into as of the Date of Grant set forth below by and between Crimson Exploration Inc., a Delaware corporation (the “Company”), and the Participant named below. This Agreement represents a distribution to the Participant pursuant to the Company’s Long Term Incentive Performance Plan for the fiscal year ending December 31, 2008. Capitalized terms not defined shall have the meaning ascribed to them in the Company’s 2005 Stock Incentive Plan, as amended and restated effective as of August 15, 2008 (the “Plan”).

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 15th, 2009 • Crimson Exploration Inc. • Crude petroleum & natural gas • Texas

This Restricted Stock Award Agreement (the “Agreement”) is made and entered into as of the Date of Grant set forth below by and between Crimson Exploration Inc., a Delaware corporation (the “Company”), and Participant named below. This Agreement represents a distribution to Participant pursuant to the Company’s Long Term Incentive Performance Plan for the fiscal year ending December 31, 2008. Capitalized terms not defined shall have the meaning ascribed to them in the Company’s 2005 Stock Incentive Plan, as amended and restated effective as of August 15, 2008 (the “Plan”).

AMENDMENT NO. 2 AND LIMITED WAIVER TO
Second Lien Credit Agreement • May 15th, 2009 • Crimson Exploration Inc. • Crude petroleum & natural gas • New York

This AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT, dated as of May 13, 2009 (this “Amendment”), is by and among CRIMSON EXPLORATION INC., a Delaware corporation (the “Borrower”), CRIMSON EXPLORATION OPERATING, INC. a Delaware corporation (“CEOI”), SOUTHERN G HOLDINGS, LLC, a Delaware limited liability company (together with the Borrower and CEOI, the “Loan Parties”), the lenders party hereto (the “Lenders”).

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