EXHIBIT 10.1.3
FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
This Agreement is dated the ____ day of ___________, 20__, between XXXXXX
OCEANICS, INC., (the "Company") and ___________________ (the "Participant").
Recitals:
The Company has adopted an Amended and Restated 2007 Long-Term
Incentive Plan (the "Plan") which provides for grants of restricted stock awards
of Common Stock to Non-Employee Directors of the Company, and the Participant is
a Non-Employee Director of the Company. Pursuant to said Plan, the Compensation
Committee has approved and ratified the execution of this Agreement between the
Company and the Participant. All capitalized terms not defined herein shall have
the meaning set forth in the Plan as in effect on the date hereof.
Agreement:
1. The Company hereby awards to the Participant ______shares of
restricted Common Stock, equal in value to $__________, the
("Restricted Stock Award"). The number of shares of Common
Stock included in the Restricted Stock Award is based upon the
Fair Market Value of one share of Common Stock on ___________,
20__ (the "Date of Grant").
2. The shares of Common Stock included in the Restricted Stock
Award are restricted such that ownership of such shares cannot
be sold, transferred, pledged, exchanged, hypothecated, or
otherwise disposed of until three (3) years from the Date of
Grant (the "Restriction Period"). The stock certificates
evidencing the shares of Common Stock included in the
Restricted Stock Award may be endorsed with a legend to
reflect such restrictions.
3. During any Restriction Period, the Participant shall have the
rights of a shareholder with respect to the shares
of Common Stock included in the Restricted Stock Award,
including, but not by way of limitation, the right
to vote such shares and to receive dividends and to purchase
securities pursuant to that certain Rights
Agreement by and between the Company and Continental Stock
Transfer & Trust Company (as Rights Agent)
dated October 18, 2002, as the same may be amended, modified
or supplement from time to time. If any
dividends or other distributions are paid in shares of
Common Stock, all such shares shall be subject to
the same restrictions on transferability as the shares
included in the Restricted Stock Award with respect
to which they were paid.
4. If the outstanding shares of the Common Stock are changed
into, or exchanged for, a different number or kind of shares
or securities of the Company (whether by reason of merger,
consolidation, recapitalization, reclassification, stock
split, spinoff, combination of shares or otherwise), an
appropriate and proportionate adjustment (to be conclusively
determined by the Board of Directors of the Company) shall be
made in the shares of Common Stock included in the Restricted
Stock Award.
5. The Restricted Stock Award governed by this Agreement is
subject to, and the Company and the Participant agree to be
bound by, all of the terms and conditions of the Plan as the
same shall be amended from time to time in accordance with the
terms thereof, but no such amendment shall adversely affect
the Participant's rights under this Agreement or the
Restricted Stock Award governed hereby. A copy of the Plan in
its present form is available for inspection during business
hours by the Participant at the Company's principal office.
6. The value of the Restricted Stock Award is $________, and such
amount is additional compensation to each Participant for
services rendered to the Company and will be included with all
other compensation paid during the year for services performed
and reported on Internal Revenue Service Form 1099. Each
Participant will be responsible for payment of all income
taxes assessable on the Restricted Stock Award.
7. The Restricted Stock Award has been granted, executed and
delivered the day and year first above written at Houston,
Texas, and the interpretation, performance and enforcement on
this Agreement shall be governed by the laws of the State of
Texas.
XXXXXX OCEANICS, INC.
By:
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Name:
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Title:
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PARTICIPANT
By:
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Name:
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