CARBO CERAMICS
INC.
OMNIBUS INCENTIVE
PLAN
PERFORMANCE-BASED CASH AWARD
AGREEMENT
This AGREEMENT between CARBO
Ceramics Inc. (together with its Subsidiaries, the
“Company”) and ________________ (the
“Participant”) sets forth the terms and conditions
governing the Award (as defined below) granted pursuant to the
CARBO Ceramics Inc. Omnibus Plan (the “Plan”).
Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Plan.
W I T N E S S E T
H:
1. Grant of Award . Pursuant
to the provisions of the Plan, the Company hereby grants to
Participant, subject to the terms and conditions herein set forth,
a cash Award with a target value of $_______ (the “Target
Award”). This Award is granted to the Participant as of
___________ (the “Grant Date”).
2. Terms and Conditions .
This Award is subject to the following terms and
conditions:
(a) Performance Period . The
Performance Period shall commence on _____________ and shall end on
_______________.
(b) Performance Measures and
Performance Targets . The Performance Measures and Performance
Targets shall be:
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___________________
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___________________
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___________________
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___________________
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(c) Performance Schedule and
Performance Percentage . Each Performance Measure will be
weighted ____ in calculation of the Performance Percentage in
accordance with the Performance Schedule for this Award as
follows:
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If actual performance is:
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Then the Performance Percentage
is:
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Less than ___% of Performance
Target
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0%
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Less than ___% but greater than ___
of Performance Target
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___%
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Greater than ___% of Performance
Target
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___%
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(d) Award Calculation . In
the manner required by Section 162(m) of the Code, the Committee
shall, promptly after the date on which the necessary financial and
other information for the Performance Period becomes available,
certify the extent to which Performance Targets have been achieved.
Using the Performance Schedule, the Committee shall determine the
Performance Percentage and multiply the Target Award by such
Performance Percentage in order to arrive at the amount payable
under this Award; provided , however , that the
Committee may, in its discretion, reduce or eliminate the amount
payable under this Award based on such factors as it may deem
relevant. Furthermore, the Committee may, in its discretion, elect
to use straight-line interpolation in determining the Performance
Percentage if the Performance Targets have been achieved at a level
that is in between the Performance Percentage thresholds described
on the Performance Schedule, provided that such election is
made no later than the Grant Date.
(e) Vesting of Award .
Subject to Sections 2(f) and 2(g) hereof, this Award shall vest in
the amount determined by the Committee pursuant to Section 2(d)
hereof, provided that the Participant shall have remained
continuously employed by the Company or a Subsidiary of the Company
through the last day of the Performance Period (such date, the
“Vesting Date”).
(f) Termination of Employment
.
(i) If the Participant experiences a
Separation from Service due to his or her death or Disability at a
time when this Award remains unvested, this Award shall vest as of
the date of such Separation from Service in an amount equal to the
Target Award.
(ii) If the Participant experiences
a Separation from Service due to Retirement at a time when this
Award remains unvested, this Award shall vest as of the date of
such Separation from Service in the amount determined by the
Committee pursuant to Section 2(d) hereof. For purposes of this
Agreement, “Retirement” shall mean the
Participant’s voluntary termination of employment (with the
approval of the Committee) after achieving 62 years of
age.
(iii) If the Participant’s
employment is terminated for Cause prior to the date on which the
Award is settled pursuant to Section 2(h) hereof, the Award
(whether or not vested) shall terminate automatically and be
forfeited (without any consideration therefor) as of the date of
such termination of employment, and the Participant shall have no
further rights with respect thereto. For purposes of this
Agreement, “Cause” shall have the meaning set forth for
such term in any effective employment agreement between the
Participant and the Company (or its Subsidiary) or, if none, shall
mean shall mean: (A) any material violation by the Participant of
any agreement entered into between the Participant and the Company
(or its Subsidiary), (B) any failure by the Participant
substantially to perform his or her duties to the Company
(including without limitation the Participant’s fiduciary
duty and duty of loyalty to the Company), other than as a result of
physical or mental illness or injury; (C) any act or omission
involving dishonesty, fraud, willful misconduct or gross negligence
on the part of the Participant that is or may be materially
injurious to the Company; (D) any felony or other crime involving
moral turpitude committed by the Participant; or (E) a material
breach by the Participant of the Company’s written policies
or procedures that have been communicated to the Participant, which
breach causes material harm to the Company or its business
reputation.
(iv) If the
Participant experiences a Separation from Service that is not
described in Section 2(f)(i), (ii) or (iii) hereof at a time when
the Participant’s outstanding Award remains
unveste
