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EXHIBIT 10.11
RESTRICTED STOCK AGREEMENT
MARINER ENERGY, INC.
EQUITY PARTICIPATION PLAN
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Employee:
______________
Date of Grant:
March 11, 2005
RS Grant Number:
______________
Number of Restricted Shares Granted:
______________
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1. Notice of
Grant. Subject to the terms and conditions of the Plan and
this Agreement and subject to your
execution of this Agreement within 14 days
after the Date of Grant, you are hereby
granted pursuant to the Mariner Energy,
Inc. Equity Participation Plan (the "Plan")
the above number of restricted
shares of Common Stock ("Restricted Stock")
of Mariner Energy, Inc. (the
"Company"). If you fail to execute this
Agreement within 14 days after the Date
of Grant, the grant of Restricted Stock and
this Agreement shall be void as of
the Date of Grant.
2. Vesting of
Restricted Stock. Subject to the further provisions of this
Agreement, the shares of Restricted Stock
shall become 100% vested upon the
earlier of: (i) the later to occur of: (A)
the first anniversary of the Date of
Grant and (B) the Public Sale Date (as
defined below) and (ii) the second
anniversary of the Date of Grant. For
purposes of this Agreement, the "Public
Sale Date" shall mean the earlier to occur
of: (a) the 90th day following the
date on which the Common Stock is listed on
the New York Stock Exchange or
admitted to trading and quoted on the
Nasdaq National Market or Nasdaq SmallCap
Market and (b) the first date on which both
of the following conditions are met:
(1) a registration statement covering the
resale of the Restricted Stock has
been declared effective by the Securities
and Exchange Commission, and no stop
order suspending the effectiveness of such
registration statement is in effect
and (2) the Common Stock is listed on the
New York Stock Exchange or admitted to
trading and quoted on the Nasdaq National
Market or Nasdaq SmallCap Market;
provided, however, that if upon the
occurrence of any event described in clauses
(a) and (b) the Restricted Stock is subject
to restrictions on resale as a
result of a lock-up agreement or
arrangement applicable to such shares in
connection with a public offering of stock,
the Public Sale Date shall be the
earlier of the first business day following
the date of expiration of the
lock-up period and a date 181 days from the
date the lock-up period commenced.
Notwithstanding
the above vesting schedule, but subject to the further
provisions hereof, upon the occurrence of
the following events the unvested
shares of Restricted Stock shall vest or be
forfeited as provided below:
(a) Disability. If you are entitled to benefits under Section 7(d)
of
your Employment
Agreement entered into with the Company, dated February 7,
2005
("Employment Agreement") or if the Employment Agreement has
terminated, your
employment with the Company terminates by reason of a
disability that
entitles you to benefits under the Company's or an
affiliate's
long-term disability plan, the unvested shares of Restricted
Stock shall
become fully vested.
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(b) Death. If you die while in the employ of the Company, the
unvested
shares of
Restricted Stock shall become fully vested.
(c) By the Company other than for Cause. If your employment with
the
Company is
terminated by the Company for any reason other than for Cause
(as defined
below), the unvested shares of Restricted Stock shall become
fully vested.
For purposes of this Section 2, the term "Cause" shall have
the meaning
ascribed to such term in your Employment Agreement, or if the
Employment
Agreement has terminated, shall mean (i) a material failure to
perform your
duties, (ii) your conviction of or plea of nolo contendere for
any felony or
any misdemeanor involving moral turpitude, dishonesty, fraud
or breach of
trust, (iii) your willful engagement in gross misconduct in
the performance
of your duties, your substance abuse, (iv) your
misappropriation
of funds, or (v) your disparagement of the Company or any
affiliate or any
of their respective managements or employees.
(d) Termination for Cause or other than for Good Reason. Except
as
otherwise
provided in Section 2(f) below, if your employment with the
Company is
terminated by the Company for Cause or by you other than for a
Good Reason (as
defined below), the unvested shares of Restricted Stock
shall be
forfeited without consideration. For purposes of this Section
2,
the term "Good
Reason" shall have the meaning ascribed to such term in your
Employment
Agreement, or if the Employment Agreement has terminated, shall
mean (i) a
material adverse change in the nature or scope of your
authorities,
powers, duties and functions performed; (ii) a material
reduction in
your base salary or in the cash bonus opportunities made
available to
you, excluding opportunities under (A) any pl
