OFFICER RESTRICTED STOCK AWARD
AGREEMENT
THIS AWARD
AGREEMENT (the “ Agreement ”), made as of this
day of
20
, between CARBO Ceramics Inc. (the “ Company ”),
a Delaware corporation, with its principal offices at 6565
MacArthur Boulevard, Suite 1050, Irving, Texas 75039, and
(the “ Participant ”), who resides at
.
WHEREAS, the
Company has adopted and maintains and the shareholders of the
Company have approved the 2004 CARBO Ceramics Inc. Long-Term
Incentive Plan, as amended (the “ Plan ”) to
attract and retain highly qualified employees and non-employee
directors of the Company and reward them for making significant
contributions to the success of the Company and to strengthen the
alignment of interests between such persons and the Company’s
stockholders by providing them with a proprietary interest in the
Company;
WHEREAS, the Plan
provides for the award to Participants in the Plan of restricted
shares of Common Stock in the Company;
NOW THEREFORE, in
consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:
1. Award
of Restricted Stock . Pursuant to, and subject to, the terms
and conditions set forth herein and in the Plan, the Company hereby
awards to the Participant
shares of Common Stock of the Company (the “
Restricted Stock ”), which may not be transferred,
pledged, assigned or otherwise encumbered until vested (the “
Transfer Restrictions ”).
2. Grant
Date . The Grant Date of the Restricted Stock hereby awarded is
.
3.
Vesting Dates . The Restricted Stock shall vest only in
accordance with the provisions of this Agreement and of the Plan.
Subject to the provisions of the Plan, shares of the Restricted
Stock shall become vested on each of the following Vesting Dates as
follows:
(a)
___shares of Restricted Stock shall vest on [first anniversary of
grant date];
(b)
___shares of Restricted Stock shall vest on [second anniversary of
grant date]; and
(c)
___shares of Restricted Stock shall vest on [third anniversary of
grant date].
(a) Subject
to the provisions of the Plan, in the event that the
Participant’s employment with the Company or any of its
Affiliates is terminated prior to the Vesting Date with respect to
any of the Participant’s shares of Restricted Stock
(i) for any reason other than due to death, Disability or
Retirement, all such shares of Restricted Stock shall be forfeited
on the date of such termination without payment of any
consideration therefor; and (ii) due to death, Disability or
Retirement, all such shares of Restricted Stock shall cease to be
subject to the Transfer Restrictions and cease to be forfeitable as
of the date of such termination.
(b) Additionally,
in the event that the Participant attempts to transfer, pledge,
assign or otherwise encumber shares of Restricted Stock prior to
the applicable Vesting Dates in violation of the Transfer
Restrictions, such transfer, pledge, assignment or encumbrance
shall be null and void and the Participant’s shares of
Restricted Stock shall be forfeited without payment of any
consideration therefor.
