Exhibit 10.7
RESTRICTED STOCK AWARD AGREEMENT
Cal Dive International, Inc.
2006 Long Term Incentive Plan
This
Restricted Stock Award Agreement (the “ Agreement
”) is made by and between Cal Dive International, Inc.
(“ Company ”) and «Name» (“
Employee ”) effective as of December 19, 2006
(“ Grant Date ”), pursuant to the Cal Dive
International,, Inc. 2006 Long Term Incentive Plan , (the
“ Plan ”), which is incorporated by reference
herein in its entirety.
WHEREAS , the Company desires
to grant to the Employee the shares of equity securities specified
herein (the “ Shares ”), subject to the terms
and conditions of the Plan and the terms and conditions of this
Agreement; and
WHEREAS , the Employee
desires to have the opportunity to hold Shares subject to the terms
and conditions of this Agreement and the Plan;
NOW, THEREFORE , in
consideration of the 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.
Definitions. For purposes of this Agreement, the following
terms shall have the meanings indicated:
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(a) |
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“ Forfeiture Restrictions ” shall mean any
prohibitions and restrictions set forth herein with respect to the
sale or other disposition of Shares issued to the Employee
hereunder and the obligation to forfeit and surrender such shares
to the Company. |
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(b) |
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“ Restricted Shares ” shall mean the Shares
that are subject to the Forfeiture Restrictions under this
Agreement. |
Capitalized terms not otherwise defined in this Agreement shall
have the meanings given to such terms in the Plan.
2.
Grant of Restricted Shares. Effective as of the Grant Date,
the Company shall cause to be issued in the Employee’s name
in book entry form the following Shares as Restricted Shares:
«Shares» shares of the Company’s common stock,
$.01 par value. The Company shall also cause any shares of Stock or
rights to acquire shares of Stock distributed by the Company in
respect of Restricted Shares during any Period of Restriction (the
“ Retained Distributions ”), to be issued in the
Employee’s name in book entry form. During the Period of
Restriction such book entry shall refer to restrictions to the
effect that ownership of such Restricted Shares (and any Retained
Distributions), and the enjoyment of all rights appurtenant
thereto, are subject to the restrictions, terms, and conditions
provided in the Plan and this Agreement. The Employee shall have
the right to vote the Restricted Shares awarded to the Employee and
to receive and
retain
all regular dividends paid in cash or property (other than Retained
Distributions), and to exercise all other rights, powers and
privileges of a holder of Shares, with respect to such Restricted
Shares, with the exception that (a) the Employee shall not be
entitled to delivery of the stock certificate or certificates
representing such Restricted Shares until the Forfeiture
Restrictions applicable thereto shall have expired, (b) the
Company shall retain custody of all Retained Distributions made or
declared with respect to the Restricted Shares (and such Retained
Distributions shall be subject to the same restrictions, terms and
conditions as are applicable to the Restricted Shares) until such
time, if ever, as the Restricted Shares with respect to which such
Retained Distributions shall have been made, paid, or declared
shall have become vested, and such Retained Distributions shall not
bear interest or be segregated in separate accounts and (c) the
Employee may not sell, assign, transfer, pledge, exchange,
encumber, or dispose of the Restricted Shares or any Retained
Distributions during the Period of Restriction. In accepting the
award of Shares set forth in this Agreement the Employee accepts
and agrees to be bound by all the terms and conditions of the Plan
and this Agreement.
3.
Transfer Restrictions. The Shares granted hereby may not be
sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of, to the extent then subject
to the Forfeiture Restrictions. Any such attempted sale,
assignment, pledge, exchange, hypothecation, transfer, encumbrance
or disposition in violation of this Agreement shall be void and the
Company shall not be bound thereby. Further, the Shares granted
hereby that are no longer subject to Forfeiture Restrictions may
not be sold or otherwise disposed of in any manner which would
constitute a violation of any applicable federal or state
securities laws. The Employee also agrees (i) that the Company
may refuse to cause the transfer of the Shares to be registered on
the applicable stock transfer records if such proposed transfer
would, in the opinion of counsel satisfactory to the Company,
constitute a violation of any applicable securities law and
(ii) that the Company may give related instructions to the
transfer agent, if any, to stop registration of the transfer of the
Shares.
4.
Vesting.
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(a) |
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The Shares that are granted hereby shall be subject to
Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as
to the Shares that are granted hereby in accordance with the
following subparagraphs (i), (ii) and (iii), provided
that the Employee’s employment with the Company and
its Affiliates has not terminated prior to the lapse date: |
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(i) |
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With respect to ___ of the Shares, representing 53% of the
total Shares (the “Initial Percentage”), the Forfeiture
Restrictions shall lapse in accordance with the following
schedule: |
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Number of Restricted Shares |
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Lapse Date |
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as to which Forfeiture Restrictions Lapse |
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First Anniversary of
Grant Date
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20% of Initial Percentage |
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Second Anniversary
of Grant Date
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40% of Initial Percentage |
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Third Anniversary of
Grant Date
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60% of Initial Percentage |
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Fourth Anniversary
of Grant Date
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80% of Initial Percentage |
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Fifth Anniversary of
Grant Date
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100% of Initial Percentage |
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Occurrence of a
Change in Control
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100% of Initial Percentage |
-2-
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(ii) |
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With respect to the remainder of the Shares, the Forfeiture
Restrictions shall lapse with respect to a percentage (each, a
“Sale Percentage”) of the Shares, in equal increments
over five years commencing on the first anniversary of the date or
dates (each, a “Sale Closing Date”) on which the
percentage ownership by Helix Energy Solutions Group, Inc.
(“Helix”) of the Company’s Common Stock is
reduced (whether resulting from a sale by Helix of additional
shares of Company Common Stock or an issuance by the Company of
shares of its Common Stock to stockholders other than Helix). The
Forfeiture Restrictions with respect to any and all remaining
Shares shall lapse in equal increments over five years commencing
on the first anniversary of the date on which Helix no longer owns
51% or more of the total voting power of the Company’s Common
Stock. Notwithstanding the foregoing, upon the occurrence of a
Change of Control, the Forfeiture Restrictions shall lapse as to
100% of the Shares. |
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(iii) |
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For purposes of this Agreement, the “Sale
Percentage” shall be determined by dividing the percentage
(expressed as a whole number) of the Company’s Common Stock
that is held by stockhold |
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