APPROACH RESOURCES INC.
2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD
AGREEMENT
THIS AGREEMENT,
made and entered into as of the ___ day of
, 20___, by and between Approach Resources Inc., a Delaware
corporation (“Approach”), and
, an employee, outside director or other individual providing
services to Approach or one of its Affiliates
(“Participant”).
WHEREAS, the
Compensation Committee of Approach’s Board of Directors or
such other committee designated by Approach’s Board of
Directors (the “Committee”), acting under
Approach’s 2007 Stock Incentive Plan (the
“Plan”), has the authority to award restricted shares
of Approach’s common stock, $0.01 par value per share (the
“Common Stock”), to employees, outside directors or
other individuals providing services to Approach or an Affiliate;
and
WHEREAS, pursuant
to the Plan, the Committee has determined to make such an award to
Participant on the terms and conditions and subject to the
restrictions set forth in the Plan and this Agreement, and
Participant desires to accept such award;
NOW, THEREFORE, in
consideration of the premises and mutual covenants and agreements
contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1.
Restricted Stock Award . On the terms and conditions and
subject to the restrictions, including forfeiture, hereinafter set
forth, Approach hereby awards to Participant, and Participant
hereby accepts, a restricted stock award (the “Award”)
of
shares (the “Restricted Shares”) of Common Stock. The
Award is made on the ___ day of
, 20___ (the “Grant Date”). A certificate representing
the Restricted Shares shall be issued in the name of Participant
(or, at the option of Approach, in the name of a nominee of
Approach) as of the Grant Date and delivered to Participant on the
Grant Date or as soon thereafter as practicable. Participant shall
cause the certificate representing the Restricted Shares, upon
receipt thereof by Participant, to be deposited, together with
stock powers and any other instrument of transfer reasonably
requested by Approach duly endorsed in blank, with Approach, to be
held by Approach in escrow for Participant’s benefit until
such time as the Restricted Shares represented by such certificate
are either forfeited by Participant to Approach or the restrictions
thereon terminate as set forth in this Agreement.
2.
Vesting and Forfeiture .
(a) The Restricted
Shares shall be subject to a restricted period (the
“Restricted Period”) that shall commence on [the Grant
Date/
, 20___] and shall end on [the third anniversary of the Grant Date/
, 20___]. During the Restricted Period, the Restricted Shares shall
be subject to being forfeited by Participant to Approach as
provided in this Agreement, and Participant may not sell, transfer,
pledge, exchange, hypothecate or otherwise dispose of any of the
Restricted
Shares (the
“Restrictions”), other than by will or pursuant to the
applicable laws of descent and distribution, except that the
Restrictions shall be removed as to:
(i) 33-1/3% of
such shares (if a fractional number, then the next lower whole
number) on [the first anniversary of the Grant Date/
, 20___], provided Participant is in the continuous service of
Approach or an Affiliate until such date;
(ii) an additional
33-1/3% of such shares (if a fractional number, then the next lower
whole number) on [the second anniversary of the Grant Date/
, 20___], provided Participant is in the continuous service of
Approach or an Affiliate until such date; and
(iii) the
remaining shares on [the third anniversary of the Grant Date/
, 20___], provided Participant is in the continuous service of
Approach or an Affiliate until such date.
Following the
removal of the Restrictions on any Restricted Shares, Approach
shall deliver to Participant from escrow a certificate representing
such shares of Common Stock and Participant shall be free to sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of
such shares of Common Stock, subject to applicable securities laws
and the policies of Approach then in effect.
(b) Subject to
paragraph (c) of this Section, upon termination of
Participant’s employment or service with Approach or an
Affiliate, (i) Participant shall have no rights whatsoever in
and to any of the Restricted Shares as to which the Restrictions
have not by that time been removed pursuant to paragraph
(a) of this Section, (ii) all of the Restricted Shares as
to which the Restrictions have not by that time been removed
pursuant to paragraph (a) of this Section shall automatically
revert to Approach at no cost and (iii) neither Participant
nor any of his or her heirs, beneficiaries, executors,
administrators or other personal representatives shall have any
rights with respect thereto.
(c) The Change of
Control provisions in Article XIII of the Plan shall apply
with respect to the Restricted Shares.
3. Rights
as Stockholder . Subject to the provisions of this Agreement,
upon the issuance of a certificate or certificates representing the
Restricted Shares to Participant, Participant shall become the
record and beneficial owner thereof for all purposes and shall have
all rights as a stockholder, including without limitation voting
rights and the right to receive dividends and distributions
(provide
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