SETTLEMENT AGREEMENTSettlement Agreement • March 19th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas • Delaware
This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into on March 15, 2008, by and between TXCO Resources Inc., a Delaware corporation (the “Company”); Third Point LLC, a Delaware limited liability company (“Third Point”), Daniel S. Loeb, an individual, Third Point Offshore Fund, Ltd., a Cayman Islands limited liability exempted company (“Offshore”), Third Point Ultra Ltd., a British Virgin Islands limited liability company, Third Point Partners LP, a Delaware limited partnership, Third Point Partners Qualified LP, a Delaware limited partnership, Lyxor/Third Point Fund Limited, a Jersey public company with limited liability (each, including Third Point, a “Holder” and, collectively, the “Holders”); Jacob Roorda, an individual (“Roorda”); Anthony Tripodo, an individual (“Tripodo” and, together with Roorda, the “Third Point Nominees”); and James E. Sigmon (“Sigmon”).
TXCO RESOURCES INC. RESTRICTED STOCK AWARD AGREEMENT (Not Involving Payment of Purchase Price)Restricted Stock Award Agreement • March 19th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas • Texas
THE COMPANY RECOMMENDS THAT RECIPIENT CONSULT WITH HIS OR HER PERSONAL TAX ADVISOR UPON THE GRANTING OF THIS AWARD TO IDENTIFY STEPS TO MINIMIZE THE RECIPIENT’S TAX LIABILITY.
