Exhibit 10.24
ENDEAVOUR INTERNATIONAL
CORPORATION
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AGREEMENT
(this “ Agreement ”) is made and entered into by
and between Endeavour International Corporation (the “
Company ”) and Carl D. Grenz, an employee of the
Company (“ Grantee ”), dated as of
November 3, 2008 and effective as of the grant date(s) shown
in Appendix A attached hereto.
WHEREAS, effective Carl D. Grenz,
Grantee shall be an employee of the Company and as an inducement
for such employment and in connection with Grantee providing
services to the Company as an employee, the Compensation Committee
of the Board of Directors of the Company, on behalf of the Company,
desires to grant to Grantee a number of restricted shares of the
Company’s common stock, par value $.001 per share (the
“ Common Stock ”), subject to the terms and
conditions of this Agreement, with a view to increasing
Grantee’s interest in the Company’s welfare and
growth.
NOW, THEREFORE, in consideration of
the premises, mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Grant of Common Stock
. Subject to the
restrictions, forfeiture provisions and other terms and conditions
set forth herein (a) the Company hereby grants to Grantee the
number of shares of Common Stock (“ Restricted Shares
”) as set out in Appendix A hereto, and (b) subject to
the terms hereof, Grantee shall have and may exercise rights and
privileges of ownership of such Restricted Shares, including,
without limitation, the voting rights of such shares and the right
to receive dividends declared in respect thereof. This Agreement
and the grant of Restricted Shares are subject to administration by
and the rules and procedures established by the Board of Directors
of the Company (the “ Board ”) or a committee
appointed by the Board to administer this Agreement (the “
Committee ”) and the Board or the Committee, if so
appointed, shall have the authority to construe and interpret the
terms of this Agreement and to provide omitted terms to carry out
this Agreement. Except with respect to Section 3(v), any
authority provided to the Company, the Board or Committee herein
shall also be provided to the Committee, if one is appointed by the
Board. The Committee shall have the authority to take all actions
that it deems advisable for the administration of this
Agreement.
2. Transfer Restrictions;
Vesting .
(a) Generally.
Grantee shall not sell, assign,
transfer, exchange, pledge, encumber, gift, devise, hypothecate or
otherwise dispose of (collectively, “ Transfer”
) any Restricted Shares prior to their vesting in accordance with
the Vesting Schedule set out in Appendix A.
Further, even after such Restricted Shares
become vested, such vested Restricted Shares may not be sold or
otherwise disposed of in any manner which would constitute a
violation of any applicable federal or state securities or other
applicable law or Company policies as determined by Company on
advice of counsel chosen by the Company in its sole discretion.
Restricted Shares shall vest as of each of the Vesting Dates set
out in Appendix A provided that Grantee remains an employee through
the Vesting Date, except as may otherwise be provided
herein.
(b) Dividends, etc.
If the Company (i) declares a
dividend or makes a distribution on Common Stock in shares of
Common Stock or (ii) subdivides or reclassifies outstanding
shares of Common Stock into a greater number of shares of Common
Stock or (iii) combines or reclassifies outstanding shares of
Common Stock into a smaller number of shares of Common Stock, then
the number of shares of Grantee’s Common Stock subject to the
transfer restrictions in this Agreement shall be proportionally
increased or reduced as to prevent enlargement or dilution of
Grantee’s rights and duties hereunder. The determination of
the Company’s Board of Directors regarding such adjustment
should be final and binding.
3. Vesting on Change in
Control . Notwithstanding the provisions in
Section 2, on the date immediately preceding the date of a
Change in Control of the Company (as defined below), the Restricted
Shares shall be 100% vested. For purposes of this Agreement, a
“ Change in Control ” shall mean the occurrence
of any of the following events:
(i) the Company (A) shall not
be the surviving entity in any merger, consolidation or other
reorganization (or survives only as a subsidiary of an entity other
than a previously wholly-owned subsidiary of the Company) or
(B) is to be dissolved and liquidated, and as a result of or
in connection with such transaction, the persons who were directors
of the Company before such transaction shall cease to constitute a
majority of the Board, or
(ii) any person or entity, including
a “group” as contemplated by Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, acquires or gains
ownership or control (including, without limitation, power to vote)
of 30% or more of the outstanding shares of the Company’s
voting stock (based upon voting power), and as a result of or in
connection with such transaction, the persons who were directors of
the Company before such transaction shall cease to constitute a
majority of the Board, or
(iii) the Company sells all or
substantially all of the assets of the Company to any other person
or entity (other than a wholly-owned subsidiary of the Company) in
a transaction that requires shareholder approval pursuant to
applicable corporate law; or
(iv) During a period of two
consecutive calendar years, individuals who at the beginning of
such period constitute the Board, and any new director(s) whose
election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least a
majority of the directors then still in office, who either were
directors at the beginning of the two (2) year period or whose
election or nomination for election was previously so approved,
cease for any reason to constitute a majority of the Board;
or
(v) any other event that a majority
of the Board, in its sole discretion, shall determine constitutes a
Change in Control hereunder.
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4. Forfeiture
.
(a) Termination of
Employment . If
Grantee’s employment with the Company is terminated by the
Company or Grantee for any reason, then Grantee shall immediately
forfeit all Restricted Shares which are unvested unless the Board
of Directors, in its sole discretion, determines that any or all of
such unvested Restricted Shares shall not be so
forfeited.
(b) Forfeited Shares
. Any Restricted Shares forfeited
under this Section 4 shall automatically revert to the Company
and become canceled. Any certificate(s) representing Restricted
Shares which include forfeited shares shall only represent that
number of Restricted Shares which have not been forfeited
hereunder. Upon the Company’s request, Grantee agrees for
himself and any other holder(s) to tender to the Company any
certificate(s) representing Restricted Shares which include
forfeited shares for a new certificate representing the unforfeited
number of Restricted Shares.
5. Issuance of Certificate
.
(a) The Company shall cause to be issued a stock
certificate, registered in the name of the Grantee, evidencing the
Restricted Shares upon receipt of a stock power duly endorsed in
blank with respect to such shares. In addition to any other legends
that may be required by applicable law or otherwise, each such
stock certificate shall bear the legends substantially as
follows:
THE SECURITIES EVIDENCED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES
LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE
REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE LAWS OR UPON
DELIVERY TO THIS CORPORATION OF AN OPINION OF LEGAL COUNSEL
SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM REGISTRATION
IS AVAILABLE.
THE TRANSFERABILITY OF THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT
TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND
RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE RESTRICTED STOCK
AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES
AND ENDEAVOUR INTERNATIONAL CORPORATION. COPIES OF THE RESTRICTED
STOCK AGREEMENT ARE ON FILE IN THE OFFICE OF THE SECRETARY OF
ENDEAVOUR INTERNATIONAL CORPORATION, LOCATED AT 1001 FANNIN STREET,
SUITE 1600, HOUSTON, TEXAS 77002.
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The latter legend shall not be removed from the
certificate evidencing Restricted Shares until such time as the
restrictions thereon have lapsed.
(b) The certificate issued pursuant to this
Section 5, together with the stock powers relating to the
Restricted Shares evidenced by such certificate, shall be held by
the Company. The Company may issue to the Grantee a receipt
evidencing the certificates held by it which are registered in the
name of the Grantee.
6. Tax
Require
