RESTRICTED STOCK
AGREEMENT
This RESTRICTED
STOCK AGREEMENT (this “Agreement”), executed by the
parties on the dates indicated on the signature page, is by and
between Superior Energy Services, Inc. (“Superior”) and
(“Award Recipient”).
WHEREAS, Superior
maintains the 2005 Stock Incentive Plan (the “Plan”),
under which the Compensation Committee of the Board of Directors of
Superior (the “Committee”) may, directly or indirectly,
among other things, grant restricted shares of Superior’s
common stock, $.001 par value per share (the “Common
Stock”), to key employees of Superior or its subsidiaries
(collectively, the “Company”); and
WHEREAS, pursuant
to the Plan the Committee has awarded to the Award Recipient
restricted shares of Common Stock on the terms and conditions
specified below;
NOW, THEREFORE,
the parties agree as follows:
On
, 20___ (the “Date of Grant”), and upon the terms
and conditions of the Plan and this Agreement, Superior awarded to
the Award Recipient
restricted shares of Common Stock (the “Restricted
Stock”), that vest, subject to Sections 2, 3 and 4
hereof, in equal annual installments as follows:
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Number of Shares of
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Scheduled Vesting Date
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Restricted Stock To Vest
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2.
AWARD RESTRICTIONS ON
RESTRICTED STOCK
2.1 In addition to
the conditions and restrictions provided in the Plan, neither the
shares of Restricted Stock nor the right to vote the Restricted
Stock, to receive dividends thereon or to enjoy any other rights or
interests thereunder or hereunder may be sold, assigned, donated,
transferred, exchanged, pledged, hypothecated or otherwise
encumbered prior to vesting. Subject to the restrictions on
transfer provided in this Section 2.1, the Award Recipient
shall be entitled to all rights of a shareholder of Superior with
respect to the Restricted Stock, including the right to vote the
shares and receive all dividends and other distributions declared
thereon.
2.2 If the shares
of Restricted Stock have not already vested in accordance with
Section 1 above, the shares of Restricted Stock shall vest and
all restrictions set forth in Section 2.1 shall lapse on the
earlier of: (a) the date on which the employment of the Award
Recipient terminates as a result of any of the events specified in
Sections 3(a) or (b) below, (b) if
permitted by
the Committee in accordance with Section 3 below, retirement
or termination by the Company, or (c) the occurrence of a
Change of Control (as defined in the Plan).
3.
TERMINATION OF EMPLOYMENT
If the Award
Recipient’s employment terminates as the result of
(a) death or (b) disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”)), all unvested shares of
Restricted Stock granted hereunder shall immediately vest. Unless
the Committee determines otherwise in the case of retirement of the
Award Recipient or termination by the Company of the Award
Recipient’s employment, termination of employment for any
other reason, except termination upon a Change of Control (as
defined in the Plan), shall automatically result in the termination
and forfeiture of all unvested Restricted Stock.
4.1 If at any time
during Award Recipient’s employment by the Company or within
36 months after termination of employment, Award Recipient
engages in any activity in competition with any activity of the
Company, or inimical, contrary or harmful to the interests of the
Company, including but not limited to:
(a) conduct
relating to Award Recipient’s employment for which either
criminal or civil penalties against Award Recipient may be
sought;
(b) conduct or
activity that results in the termination of Award Recipient’s
employment for “cause” within the meaning of the terms
of Award Recipient’s employment agreement, if any, with the
Company or if the Optionee is not subject to an employment
agreement: (i) failure to abide by the Company’s rules and
regulations governing the transaction of its business, including
without limitation, its Code of Business Ethics and Conduct; (ii)
inattention to duties, or the commission of acts within employment
with the Company amounting to negligence or misconduct;
(iii) misappropriation of funds or property of the Company or
committing any fraud against the Company or against any other
person or entity in the course of employment with the Company;
(iv) misappropriation of any corporate opportunity, or
otherwise obtaining personal profit from any transaction which is
adverse to the interests of the Company or to the benefits of which
the Company is entitled; or (v) the commission of a felony or
other crime involving moral turpitude.
(c) accepting
employment with, acquiring a 5% or more equity or participation
interest in, serving as a consultant, advisor, director or agent
of, directly or indirectly soliciting or recruiting any employee of
the Company who was employed at any time during Award
Recipient’s tenure with the Company, or otherwise assisting
in any other capacity or manner any company or enterprise that is
directly or indirectly in competition with or acting against the
interests of the Company or any of its lines of business (a
“competitor”), except for (i) any isolated,
sporadic accommodation or assistance provided to a competitor, at
its request, by Award Recipient during Award
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Recipient’s tenure with the Company, but
only if provided in the good faith and reasonable belief that such
action would benefit the Company by promoting good business
relations with the competitor and would not harm the
Company’s interests in any substantial manner or
(ii) any other service or assistance that is provided at the
request or with the written permission of the Company;
(d) disclosing or
misusing any confidential information or material concerning the
Company; or
(e) making any
statement or disclosing any information to any customers,
suppliers, lessors, lessees, licensors, licensees, regulators,
employee
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