FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2014 by and between FMSA Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FORM OF FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT OF FMSA HOLDINGS INC. Dated: [•], 2014Stockholders’ Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is effective as of the [•] day of [•], 2014, by and among FMSA Holdings Inc., a Delaware corporation (hereinafter referred to as the “Company”), each of the Persons, other than the Company, whose names appear on Schedule I hereto, and each other Person hereafter becoming a party to this Agreement in accordance with the terms hereof or otherwise (all such Persons being hereinafter referred to individually as a “Stockholder” and collectively as the “Stockholders”).
INTERESTS PURCHASE AGREEMENTInterests Purchase Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS INTERESTS PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 30th day of April, 2013, by and among FAIRMOUNT MINERALS, LTD., a Delaware corporation (“Buyer”), SOANE ENERGY LLC, a Delaware limited liability company (“Seller”), and Self-Suspending Proppant LLC, a Delaware limited liability company (the “Company”).
FORM OF NONQUALIFIED STOCK OPTION AGREEMENTForm of Nonqualified Stock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of (the “Grant Date”), is entered into between FML Holdings, Inc., a Delaware corporation (the “Company”), and the optionee named on the signature page hereto (the “Optionee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as hereinafter defined).
FORM OF NOTICE OF GRANT OF RESTRICTED STOCK UNITFmsa Holdings Inc • September 18th, 2014 • Mining & quarrying of nonmetallic minerals (no fuels)
Pursuant to the terms and conditions of the FMSA Holdings Inc. 2014 Long Term Incentive Plan, attached as Appendix A (the “Plan”), and the associated Restricted Stock Unit Agreement, attached as Appendix B (the “Agreement”), you are hereby granted an award to receive the number of Restricted Stock Units set forth below whereby each Restricted Stock Unit represents the right to receive one share of Stock, plus rights to certain Dividend Equivalents described in Section 4 of the Agreement, subject to certain restrictions thereon, and under the terms and conditions set forth below, in the Agreement, and in the Plan (the “Restricted Stock Units”). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
FMSA HOLDINGS INC. FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Agreement is made and entered into as of the “Date of Grant” set forth in the Notice of Grant of Restricted Stock Unit (“Notice of Grant”) by and between FMSA Holdings Inc., a Delaware corporation (the “Company”) and you;
FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels)
THIS STOCK OPTION AGREEMENT, entered into as of this day of 20 , by and between FML Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
FML HOLDINGS, INC. LONG TERM INCENTIVE PLAN FORM OF STOCK OPTION AWARD AGREEMENTTerm Incentive Plan • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This AWARD AGREEMENT (the “Agreement”) is entered into as of this day of , 20 , by and between FML Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”). This Agreement is made under the terms of the FML Holdings, Inc. Long Term Incentive Compensation Plan, (“the Plan”). The Plan, as it may hereafter be amended and continued, is incorporated herein by reference and made a part of this Agreement and shall control the Options and obligations of the Company and the Optionee under this Agreement. Except as otherwise provided, terms used herein shall have the meaning provided in the Plan.
AMENDMENT I TO THE FMSA HOLDINGS INC. NON-QUALIFIED STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Amendment to the outstanding and unexercised Stock Option Agreement (the “Award Agreements”) used by FMSA Holdings Inc., a Delaware corporation (the “Company”) to grant stock option awards under the FMSA Holdings Inc. Non-Qualified Stock Option Plan (the “1997 Plan”) is effective as of September 11, 2014.
AMENDMENT I TO THE FMSA HOLDINGS INC. STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Amendment to the outstanding and unexercised Nonqualified Stock Option Agreement (the “Award Agreements”) used by FMSA Holdings Inc., a Delaware corporation (the “Company”) to grant stock option awards under the FMSA Holdings Inc. Stock Option Plan (the “2010 Plan”) is effective as of September 11, 2014.
FMSA HOLDINGS INC. FORM OF STOCK OPTION AGREEMENTStock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between FMSA Holdings Inc., a Delaware corporation (the “Company”), and you:
AMENDMENT I TO THE FMSA HOLDINGS INC. LONG TERM INCENTIVE COMPENSATION PLAN STOCK OPTION AGREEMENTStock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Amendment to the outstanding and unexercised Stock Option Award Agreement (the “Award Agreements”) used by FMSA Holdings Inc., a Delaware corporation (the “Company”) to grant stock option awards under the FMSA Holdings Inc. Long Term Incentive Plan (the “2006 Plan”) is effective as of September 11, 2014.
