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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,
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