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Exhibit 10.1
ABRAXAS PETROLEUM CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the
“ Agreement
”), made as of the ____ day of ________, 2007
(the “ Grant Date
”) by and between Abraxas Petroleum
Corporation, a Nevada corporation (the “
Company ”), and ___________ (the “ Participant ”), evidences
the grant by the Company of an Award of Restricted Stock (the
“ Award
”) to the Participant on such date and the
Participant’s acceptance of the Award in accordance with the
provisions of the Abraxas Petroleum Corporation 2005 Employee
Long-Term Equity Incentive Plan, as amended or restated from time
to time (the “ Plan ”). The Company and
the Participant hereby agree as follows:
1.
Basis for Award . This
Award is made under the Plan pursuant to Section 9
thereof.
(a)
The Company hereby awards to the Participant, in the
aggregate, __________ (_______) Shares (“
Restricted Stock ”), which shall be subject to the restrictions and
conditions set forth in the Plan and in this Agreement.
(b)
Each certificate issued in respect of the Restricted
Stock shall be registered in the Participant’s name and
deposited by the Participant, together with a share power endorsed
in blank, with the Company and shall bear the following (or a
similar) legend:
“THE TRANSFERABILITY OF THIS CERTIFICATE
AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE ABRAXAS
PETROLEUM CORPORATION 2005 LONG-TERM EQUITY INCENTIVE PLAN AND THE
RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND ABRAXAS PETROLEUM CORPORATION IN RESPECT OF
SUCH STOCK.”
At the expiration of the restrictions, the Company
shall redeliver to the Participant (or the Participant’s
legal representative, beneficiary or heir) share certificates for
the Restricted Stock deposited with it without any legend except as
otherwise provided by the Plan, this Agreement or as otherwise
required by applicable law. Except as otherwise provided by the
Plan, until the issuance (as evidenced by the appropriate entry on
the books of the Company, or of a duly authorized transfer agent of
the Company) of the share certificates evidencing such Restricted
Stock, no right to vote or receive dividends or any other rights as
a stockholder shall exist with respect to the Restricted Stock,
notwithstanding the exercise of the Restricted Stock.
Notwithstanding the foregoing, the Company shall retain custody of
all securities or other property (other than regular cash
dividends) distributed by the Company in respect of the Restricted
Stock (“ Retained
Distributions ”) subject to the
restrictions set forth in this Agreement
4868018v.1
and such Retained Distributions shall be subject to
the same restrictions on terms and conditions as are applicable to
such Restricted Stock.
Except as provided in the Plan or this Agreement,
the restrictions on the Restricted Stock covered by this Agreement
are that the stock will be forfeited by the Participant and all of
the Participant’s rights to such stock shall immediately
terminate without any payment or consideration by the Company, in
the event of any sale, assignment, transfer, hypothecation, pledge
or other alienation of such Restricted Stock made or attempted,
whether voluntary or involuntary, and if involuntary whether by
process of law in any civil or criminal suit, action or proceeding,
whether in the nature of an insolvency or bankruptcy proceeding or
otherwise, except that the Restricted Stock may be transferred by
will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Participant, only by the
Participant, unless the Committee permits further transferability,
on a general or specific basis, in which case the Committee may
impose conditions and limitations on any permitted
transferability.
Subject to the terms of this Agreement and the Plan,
upon termination of the Participant’s employment for any
reason, all Restricted Stock may vest or be forfeited in accordance
with the terms and conditions established by the Committee or as
specified in this Agreement. Each Restricted Stock Award may, in
the sole and absolute discretion of the Committee, have different
forfeiture and vesting provisions.
3.
Vesting . The
restrictions described in Section
2 of this Agreement will lapse with
respect to 25% of the Restricted Stock on the first (1
st ) anniversary of the Grant Date, with respect to an
additional 25% of the Restricted Stock on the second (2
nd ) anniversary of the Grant Date, with respect to
additional 25% of the Restricted Stock on the third (3
rd ) anniversary of the Grant Date, and with respect to
the remaining 25% of the Restricted Stock on the fourth (4
th ) anniversary of the Grant Date. All restrictions
will lapse with respect to 100% of the Restricted Stock and the
Restricted Stock shall become fully vested upon t
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