Exhibit 10.65
SYNTROLEUM CORPORATION
2005 STOCK INCENTIVE PLAN
EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
THIS
AGREEMENT (“Agreement”), made as of the 19 th day of
March 2007 (the “Grant Date”), evidences an award
by Syntroleum Corporation, a Delaware corporation (the
“Company”) to John B. Holmes, Jr. (the
“Grantee”) pursuant to the 2005 Stock Incentive Plan
(the “Plan”). Capitalized terms used and not otherwise
defined herein shall have the meaning ascribed thereto in the
Plan.
1) Grant of
Restricted Stock Award . Effective as of the Grant Date,
pursuant to Section 8 of the Plan, the Company has awarded to
the Grantee a Restricted Stock Award with respect to two-hundred
thousand (200,000) shares of Common Stock, subject to the
conditions and restrictions set forth below and in the Plan (the
“Restricted Stock”).
2)
Restrictions . The Restricted Stock granted hereunder to the
Grantee may not be sold, assigned, transferred, pledged or
otherwise encumbered from the Grant Date until the date that the
Grantee obtains a vested right to the shares (and the restrictions
thereon terminate) in accordance with the provisions of this
Section 2. Provided that the Grantee has been in continuous
service as an employee since the Grant Date as of the date the
relevant portion of the Restricted Shares are scheduled to vest,
the Grantee shall have a vested right to a number of shares, as
described below, out of the Restricted Stock grant described in
Section 1, above, upon the completion of each of the following
events, as determined by the Committee in its discretion:
a.) 100,000 of
such shares to vest upon execution of a definitive agreement with
Tyson Foods, Inc. or one of its subsidiaries and
b.) 100,000 of
such shares to vest upon execution of a definitive agreement with
China Petroleum & Chemical Corporation or one of its
subsidiaries (“Sinopec”); and
Notwithstanding the foregoing:
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a. |
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Grantee shall have a vested right
to all of the Restricted Stock upon a termination of
Grantee’s service as an employee due to death or disability
as a result of injury or illness in the course and scope of his
employment with the Company; and
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b. |
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Grantee shall have a vested right
to all of the Restricted Stock upon a Change in Control; and
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c. |
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Grantee shall have a vested right
to all of the Restricted Stock upon a termination of
Grantee’s service as an employee by Grantee for Good
Reason.
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“Good Reason” shall be defined as:
(a) the assignment to the Grantee of any duties materially
inconsistent in any respect with the Grantee’s position
(including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by
Paragraph 1 of his Employment Agreement (“the Employment
Agreement”), or any other action by the Company which results
in a diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and
which is remedied by the Company promptly after receipt of notice
thereof given by the Grantee;
(b) any material failure by the Company to comply with any of
the provisions of the Employment Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith
and which is remedied by the Company promptly after receipt of
notice thereof given by the Grantee;
(c) the Company’s requiring the Grantee to be based at
any office outside the Tulsa metropolitan area;
(d) any purported termination by the Company of the
Grantee’s employment otherwise than as expressly permitted by
the Employment Agreement; or
(e) any failure to reelect Employee as a member of the Board
of Directors of the Company.
To
the extent any of the shares of Restricted Stock have not vested as
of March 16, 2017, such unvested shares shall be
forfeited.
The
period of time between the Grant Date and the date that the Grantee
obtains a vested right to the Restricted Stock shall be referred to
herein as the “Restricted Period” as to those shares.
In the event that any day on which the Grantee would otherwise
obtain a vested right to the Restricted Stock is a Saturday, Sunday
or holiday, the Grantee shall instead obtain that vested right on
the first business day immediately following such date. Authorized
leaves of absence from the Company shall not constitute a
termination of employment for purposes of this Agreement. For
purposes of this Agreement, an authorized leave of absence shall be
an absence while Grantee is on military leave, sick leave, or other
bona fide leave of absence so long as Grantee’s right to
employment with the Company is guaranteed by statute, contract, or
company policy. Whether the Grantee’s employment terminates
due to “disability” or “retirement” for
purposes of this Agreement will be determined by the Nominating and
Compensation Committee of the Company’s Board of Directors
(the “Committee”) in its discretion.
3)
Forfeiture . If Grantee’s employment terminates under
circumstances other than those provided in Section 2 prior to
all or a portion of the Restricted Stock having become vested
pursuant to the provisions of Section 2, the Grantee shall
forfeit all right to the Restricted Stock which has not yet vested
as of the date of termination of employment. Such forfeiture shall
apply to Beneficiaries (as defined below) as well as the
Grantee.
4) Share
Issuance . The Company will issue to Grantee stock certificates
evidencing the shares of Restricted Stock, which certificates will
be registered in the name of Grantee and will bear an appropriate
legend referring to the terms, conditions, and restrictions
applicable to the Restricted Stock, substantially in the following
form:
The
transferability of this certificate and the shares of Common Stock
represented hereby are subject to the terms, conditions and
restrictions (including forfeiture) contained in the Employee
Restricted Stock Award Agreement, effective as of March 19
th ,
2007, between Syntroleum Corporation and the registered owner
hereof. Copies of such Agreement are on file in the offices of
Syntroleum Corporation, 4322 S
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