Exhibit 10.4
PARALLEL PETROLEUM CORPORATION
2008 LONG-TERM INCENTIVE PLAN
OUTSIDE DIRECTOR RESTRICTED STOCK AGREEMENT
Pursuant
to the Parallel Petroleum Corporation 2008 Long-Term Incentive Plan
(the “ Plan ”) as adopted by Parallel
Petroleum Corporation, a Delaware corporation (the “
Company ”), and its Subsidiaries,
(the “
Participant ”)
is
granted a Restricted Stock Award in accordance with
Section 6.4 of the Plan.
1. Terms of Award . The
number of shares of Common Stock awarded under this Award Agreement
(this “ Agreement ”) is ___ shares
(the “ Awarded Shares ”). The Date of
Grant of this Award is ___ .
2. Subject to Plan .
This Agreement is subject to the terms and conditions of the Plan,
and the terms of the Plan shall control to the extent not otherwise
inconsistent with the provisions of this Agreement. The capitalized
terms used herein that are defined in the Plan shall have the same
meanings assigned to them in the Plan. This Agreement is subject to
any rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Participant in writing.
3. Vesting . Except as
specifically provided in this Agreement and subject to certain
restrictions and conditions set forth in the Plan, the Awarded
Shares shall be vested as follows:
(a) Twenty-five percent (25.0%) of the total Awarded Shares
shall vest on the Date of Grant, provided the Participant is
providing services to the Company or a Subsidiary on that
date.
(b) Twenty-five percent (25.0%) of the total Awarded Shares
shall vest on the first anniversary of the Date of Grant, provided
the Participant is providing services to the Company or a
Subsidiary on that date.
(c) Twenty-five percent (25.0%) of the total Awarded Shares
shall vest on the second anniversary of the Date of Grant, provided
the Participant is providing services to the Company or a
Subsidiary on that date.
(d) The
remaining twenty-five percent (25.0%) of the total Awarded Shares
shall vest on the third anniversary of the Date of Grant, provided
the Participant is providing services to the Company or a
Subsidiary on that date.
Notwithstanding the foregoing, in the event of: (i) a Change
of Control, (ii) the Participant’s death, or
(iii) the Participant’s Termination of Service by reason
of Total and Permanent Disability, the total Awarded Shares not
previously vested shall thereupon immediately become vested in
full, without regard to the vesting limitations set forth
above.
4. Forfeiture of Awarded
Shares . Awarded Shares that are not vested in accordance with
Section 3 shall be forfeited on the date of the
Participant’s Termination of Service. Upon forfeiture, all of
the Participant’s rights with respect to the forfeited
Awarded Shares shall cease and terminate, without any further
obligations on the part of the Company.
5. Restrictions on Awarded
Shares . Awarded Shares that are not vested in accordance with
Section 3 and which are subject to forfeiture in
accordance with Section 4 shall be subject to the
terms, conditions, provisions, and limitations of this
Section 5 .
(a) Subject to the provisions of the
Plan and the other terms of this Agreement, from the Date of Grant
until the date the Awarded Shares are vested in accordance with
Section 3 and no longer subject to forfeiture in
accordance with Section 4 (the “
Restriction Period ”), the Participant shall
not be permitted to sell, transfer, pledge or assign shares any of
the Awarded Shares.
(b) Except as provided in paragraph
(a) above, the Participant shall have, with respect to his or
her Awarded Shares, all of the rights of a stockholder of the
Company, including the right to vote the shares, and the right to
receive any dividends thereon.
6. Legend . A legend in
substantially the following form shall be placed on all
certificates representing Awarded Shares:
On the face of
the certificate:
“Transfer
of this stock is restricted in accordance with conditions printed
on the reverse of this certificate.”
On the
reverse:
“The
shares of stock evidenced by this certificate are subject to and
transferable only in accordance with that certain Parallel
Petroleum Corporation 2008 Long-Term Incentive Plan, a copy of
which is on file at the principal office of the Company in Midland,
Texas. No transfer or pledge of the shares evidenced hereby may be
made except in accordance with and subject to the provisions of
said Plan. By acceptance of this certificate, any holder,
transferee or pledgee hereof agrees to be bound by all of the
provisions of said Plan.”
“The
shares of stock of this Corporation represented by this certificate
have not been registered under the Securities Act of 1933, as
amended (the “Act”), and may not be offered for sale,
sold or otherwise transferred except pursuant to an effective
registration statement under the Act or an opinion of counsel
satisfactory to the Corporation to the effect that registration
under the Act is not required.”
All Awarded Shares owned by the
Participant shall be subject to the terms of this Agreement and
shall be represented by a certificate or certificates bearing the
foregoing legend.
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