OSAGE EXPLORATION AND DEVELOPMENT, INC.
RESTRICTED STOCK AGREEMENT
GREG FRANKLIN
THIS
AGREEMENT, dated and effective as of November 9, 2007 (the
"Grant Date") by and between Osage Exploration and
Development, Inc., a Delaware corporation (the
“Company"), and Greg Franklin (the "Executive"), is
entered into as follows:
WHEREAS,
the Company and the Executive are parties to an Employment
Agreement made and entered into on November 9, 2007 (the
"Employment Agreement"); and
WHEREAS,
pursuant to the Employment Agreement, the Effective Date of
the Executive's employment with the Company is November 9,
2007 ("Effective Date"); and
WHEREAS,
the Board of Directors of the Company has determined that, as
an inducement material to the Executive's agreement to enter
into employment with the Company, in satisfaction of the
Company's obligation under Section 4(c) of the Employment
Agreement, and subject to the restrictions stated below, the
Executive should be granted shares of the Company’s
$0.0001 par value Common Stock (the "Restricted
Stock");
NOW,
THEREFORE, the parties hereby agree as follows:
1.
Grant of Stock.
Pursuant
to Section 4(c) of the Employment Agreement, the Executive is
hereby granted, effective on the Grant Date and subject to the
terms and conditions of this Agreement, 2,000,000 shares of
the Company’s Common Stock $0.0001 par value (the
“Restricted Stock”).
2.
Issuance of Stock.
As
soon as practicable, the Company shall cause the shares of
Restricted Stock to be issued in the Executive's name. The
Restricted Stock shall be held in the custody of the Company
or its designee for the Executive's account. The Restricted
Stock shall be subject to the restrictions described herein.
The Restricted Stock shall bear appropriate legends with
respect to the restrictions described herein. The Restricted
Stock has been granted pursuant to the Osage Exploration and
Development, Inc. 2007 Equity Based Compensation Plan (the
“Plan”) and is subject to all provisions of the
Plan, which are hereby incorporated herein by reference, and
to the following provisions of this Agreement (capitalized
terms not defined herein are used as defined in the
Plan):
3.
Vesting.
(a)
The interest of the Executive in the Restricted Stock shall
vest as to 100% of the Restricted Stock (2,000,000) on January
1, 2009.
(b)
Notwithstanding the foregoing, pursuant to and in accordance
with the terms, conditions and definitions of the Employment
Agreement, the interest of the Executive in the Stock shall
vest as to 100% of the then unvested Restricted Stock upon the
Executive's termination of employment (i) through a Change of
Control, (ii) upon termination of employment for Good Reason
or (iii) upon termination without Cause (as such terms are
defined in the Employment Agreement).
4.
Restrictions.
(a)
No portion of the Restricted Stock or rights granted hereunder
may be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the Executive until such portion
of the Restricted Stock becomes vested in accordance with
Section 3 of this Agreement. The period of time between the
date hereof and the date all Restricted Stock becomes vested
is referred to herein as the "Restriction
Period."
(b)
If the Executive's employment with the Company is terminated
for any reason which does not give rise to 100% vesting of the
Restricted Stock, as provided in Section 3 above, the balance
of the Restricted Stock subject to the provisions of this
Agreement which have not vested at the time of
| 
