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EXHIBIT 10.12
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) 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 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.
(b) Death. If you die while in the employ of the Company, the
unvested
shares of
Restricted Stock shall become fully vested.
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(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 the written employment agreement
between you and
the Company, or if you do not have such an agreement with
the Company,
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,
(iv) your substance abuse, (v) your misappropriation of
funds, or (vi)
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. 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 the
written employment agreement between you and the Company,
or if you do not
have such an agreement with the Company, 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 plan, program, arrangement or agreement
providing for
compensation in the form of overriding royalty interests or
income from
overriding royalty interests, (B) any equity-based compensation
plans, programs,
arr
