Exhibit 4.2
RESTRICTED STOCK AGREEMENT
(For Executives with Employment Agreements)
THIS RESTRICTED STOCK
AGREEMENT (this “Agreement”) is made as of the
___day of
(the “Date of Grant”), between SUPERIOR WELL
SERVICES, INC. , a Delaware corporation (the
“Company”), and
(“Employee”).
1. Award .
Pursuant to the SUPERIOR WELL SERVICES, INC. 2005 STOCK
INCENTIVE PLAN , as amended (the “Plan”), as of the
Date of Grant, ___shares (the “Restricted Shares”) of
the Company’s common stock, par value $.01 per share, that
are held in Treasury shall be issued as hereinafter provided in
Employee’s name, subject to certain restrictions thereon in
consideration of Employee’s paying to the Company $1.00 per
Restricted Share. The Restricted Shares shall be issued upon
acceptance hereof by Employee, the payment by Employee of the
purchase price for the Restricted Shares, and satisfaction of the
conditions of this Agreement. Employee acknowledges receipt of a
copy of the Plan and agrees that this award of Restricted Shares
shall be subject to all of the terms and provisions of the Plan,
including future amendments thereto, if any, pursuant to the terms
thereof. In the event of any conflict between the terms of this
Agreement and the Plan, the Plan shall control. Capitalized terms
used but not defined in this Agreement shall have the meaning
attributed to such terms under the Plan, unless the context
requires otherwise; provided, however, that the terms
“Disability” and “Involuntary Termination”
shall have the meanings assigned to such terms in that certain
Employment Agreement dated as of ___, 200___, between Employee and
the Company, as in effect on the Date of Grant (the
“Employment Agreement”).
2 . Restricted
Shares . Employee hereby accepts the Restricted
Shares when issued and agrees with respect thereto as
follows:
(a) Forfeiture
Restrictions . The Restricted Shares may not be
sold, assigned, pledged, exchanged, hypothecated, or otherwise
transferred, encumbered, or disposed of to the extent then subject
to the Forfeiture Restrictions (as hereinafter defined), and in the
event of termination of Employee’s employment with the
Company for any reason other than death, Disability, or an
Involuntary Termination (provided that Employee executes a release
as provided under Section 5.6 of the Employment Agreement),
Employee shall, for no consideration except as provided in Section
2(c) herein, forfeit to the Company all Restricted Shares to the
extent then subject to the Forfeiture Restrictions. The prohibition
against transfer and the obligation to forfeit and surrender
Restricted Shares to the Company upon termination of employment are
herein referred to as the “Forfeiture Restrictions.”
The Forfeiture Restrictions shall be binding upon and enforceable
against any transferee of Restricted Shares.
(b) Lapse of Forfeiture
Restrictions . Provided that Employee has been
continuously employed by the Company from the Date of Grant through
the number of years following the Date of Grant as set forth in the
following schedule, the Forfeiture
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Restrictions
shall lapse with respect to a percentage of the aggregate number of
Restricted Shares in accordance with the following schedule:
| |
|
|
|
|
| |
|
Percentage of Total
Number |
| |
|
Of Restricted Shares as to
Which |
|
Number of Full Years |
|
Forfeiture Restrictions
Lapse |
|
Less than
1 year
|
|
|
0 |
% |
|
1 year
|
|
|
15 |
% |
|
2 years
|
|
|
30 |
% |
|
3 years
|
|
|
45 |
% |
|
4 years
|
|
|
60 |
% |
|
5 years or
more
|
|
|
100 |
% |
Notwithstanding
the foregoing, the Forfeiture Restrictions shall lapse as to all of
the Restricted Shares then subject to the Forfeiture Restrictions
on the date Employee’s employment with the Company is
terminated by reason of death, Disability, or an Involuntary
Termination (provided that Employee executes a release as provided
under Section 5.6 of the Employment Agreement).
(c) Termination of
Services . If Employee’s service relationship
with the Company is terminated for any reason, then that portion,
if any, of the Restricted Shares for which restrictions have not
lapsed as of the date of termination shall become null and void and
such shares shall be forfeited to the Company; provided, however,
that the portion of the Restricted Shares, if any, under this
Agreement for which restrictions have lapsed as of the date of such
termination shall survive such termination. In such event, Employee
will be repaid the lesser of the Fair Market Value of the
Restricted Shares on the date of termination or the amount (without
interest) of cash or consideration Employee paid to acquire the
Restricted Shares forfeited pursuant to Section 2.
(d) Certificates
. A certificate evidencing the Restricted Shares shall be
issued by the Company in Employee’s name, pursuant to which
Employee shall have all of the rights of a shareholder of the
Company with respect to the Restricted Shares, including, without
limitation, voting rights and the right to receive dividends
(provided, however, that dividends paid in shares of the
Company’s stock or other securities shall be subject to the
Forfeiture Restrictions and further provided that dividends that
are paid other than in
shares
of the Company’s stock or other securities shall be paid no
later than the end of the calendar year in which the dividend for
such class of stock is paid to stockholders of such class or, if
later, the 15th day of the third month following the date the
dividend is paid to stockholders of such class of stock). Employee
may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of the stock until the Forfeiture Restrictions have expired
and a breach of the terms of this Agreement shall
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