EXHIBIT 10.2
STOCK AWARD AGREEMENT
This Stock Award Agreement (the
“Agreement”) is made as of March 22, 2006, between
Newpark Resources, Inc., a Delaware corporation (the
“Company”), and Paul L. Howes (the
“Executive”), with reference to the following
facts:
A. On March 22, 2006, the
Executive and the Company entered into an employment agreement (the
“Employment Agreement”), under which Executive was
elected and accepted employment as the Chief Executive Officer of
the Company. Terms used in this Agreement that are defined in the
Employment Agreement and not otherwise defined herein shall have
the meanings attributed to them in the Employment Agreement.
B. As an inducement for
Executive to accept employment with the Company, the Company agreed
in the Employment Agreement, among other things, to grant to
Executive, without further payment, an aggregate of 200,000 shares
of its common stock, subject to vesting over a five-year period.
This Agreement and the Employment Agreement set forth the agreement
between the Company and the Executive with respect to the issuance,
vesting and potential forfeiture of the Award Shares.
NOW THEREFORE, for valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive agree as follows:
1. Award . The Company
hereby grants to the Executive an award (the “Award”)
of 200,000 restricted shares (the “Award Shares”) of
the Company’s Common Stock (“Stock”), on the
terms and conditions set forth in this Agreement. One-fifth (1/5)
of the total number of Award Shares shall vest (and become
“Vested Shares”) on March 22, 2007, and on
March 22 of each succeeding year until all of the Award Shares
are vested. Award Shares that are not Vested Shares are referred to
herein as “Non-vested Shares.”
2. Restriction Period .
The Non-vested Shares shall be subject to the transfer and
forfeiture restrictions set forth in Paragraphs 3 and 4 of this
Agreement for a period (the “Restriction Period”)
commencing on the date hereof and expiring at the close of business
on March 22, 2011, except as otherwise provided in subparagraph
4.2.
3. Transfer Restrictions
. None of the Non-vested Shares and no interest therein may be
sold, exchanged, transferred, pledged, hyp
