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EXHIBIT
10.3
Award Number :
GASTAR EXPLORATION LTD.
2006 LONG-TERM STOCK INCENTIVE PLAN
RESTRICTED STOCK
AGREEMENT
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Grantee:
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Address:
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Total Shares Subject to Restricted Stock
Award:
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Date of Award:
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Vesting Commencement Date:
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Expiration of the Restriction Period
(Vesting):
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1. Issuance of Stock .
Gastar Exploration Ltd., a Canadian corporation (the
“Company”), hereby agrees to issue to the Grantee named
above, and the Grantee hereby accepts, an award (the
“Award”) of the shares of Common Stock set forth above
as the Total Shares Subject to Restricted Stock Award (the
“Shares”), in accordance with this Restricted Stock
Agreement and subject to the terms and conditions of the Gastar
Exploration Ltd. 2006 Long-Term Stock Incentive Plan (the
“Plan”), which are incorporated herein by reference.
Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to them in the Plan.
2. Forfeiture;
Company’s Cancellation Right . Except as specifically
provided otherwise in this Restricted Stock Agreement, upon the
date of any termination of the Grantee’s Continuous Service
(the “Termination Date”) for any reason before all of
the Shares are released from the Forfeiture Restrictions described
in Section 3 of this Restricted Stock Agreement, all of the
Shares in which the Grantee is not, as of the Termination Date,
vested in accordance with the provisions of this Restricted Stock
Agreement and that are subject to the Forfeiture Restrictions on
that Termination Date (the “Unvested Shares”) shall
automatically be forfeited by the Grantee on the Termination Date
and the Company shall cancel, without any additional consideration,
such Unvested Shares.
3. Forfeiture
Restrictions; Vesting .
(a) The Grantee may not sell,
transfer, pledge, exchange, hypothecate, or otherwise dispose of
any of the Unvested Shares, or any right or interest therein,
before the Expiration of the Restriction Period set forth on the
first page of this Restricted Stock Agreement or any other lapse of
the Forfeiture Restrictions under this Restricted Stock
Agreement.
(b) A number of the Shares
equal to the percentages specified in the following schedule shall
vest and shall be released from the Forfeiture Restrictions on each
anniversary of the Date of Award as set forth on the first page of
this Restricted Stock Agreement, if at each such anniversary of the
Date of Award the Grantee’s Continuous Service has not
terminated:
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If an installment of the release of
Shares from the Forfeiture Restrictions covers a fractional Share,
such installment will be rounded to the next higher Share, except
the final installment, which will be for the balance of the total
Shares.
(c) The Forfeiture
Restrictions may lapse, and the Unvested Shares may become vested
and released from the Forfeiture Restrictions, earlier than the
times stated above in accordance with Section 11(c) of the
Plan.
(d) Upon the lapse or
expiration of the Forfeiture Restrictions regarding any of the
Shares and compliance with Section 5 of this Restricted Stock
Agreement, the Company shall issue and deliver or cause the
issuance and deliverance of, in the name of the Grantee or
Grantee’s legal representative, one or more stock
certificates representing those Shares, free of Forfeiture
Restrictions.
4. Representations of the
Grantee . The Grantee represents and warrants to the Company
that the Grantee has received, read and understood the Plan and
this Restricted Stock Agreement and agrees to abide by and be bound
by their terms and conditions.
5. Tax Withholding
Obligations . No Shares shall be delivered to the Grantee or
any other person in accordance with the terms of this Restricted
Stock Agreement until the Grantee or such other person has made
arrangements acceptable to the Committee for the satisfaction of
applicable income tax, employment tax, and social security tax
withholding obligations, including obligations incident to the
receipt of Shares or an election by the Grantee pursuant to
Section 83(b) of the Code. Upon any lapse or release of the
Forfeiture Restrictions with respect to any Shares, the Company or
the Grantee’s employer may offset or withhold (from any
amount owed by the Company or the Grantee’s employer to the
Grantee) or collect from the Grantee or such other person an amount
sufficient to satisfy such tax obligations and/or the
employer’s withholding obligations.
6. Escrow of Shares;
Shareholder Rights .
(a) To ensure the
availability for delivery of the Grantee’s Unvested Shares
upon forfeiture and cancellation of Unvested Shares pursuant to
Section 2 of this Restricted Stock Agreement, the Company
shall, upon execution of this Restricted Stock Agreement, deliver
or cause to be delivered with an escrow holder designated by the
Company (the “Escrow Holder”) a letter (the
“Escrow Instruction Letter”) instructing that the
Unvested Shares be placed into book entry in the Grantee’s
name, together with the stock assignment duly endorsed in blank by
the Grantee, attached hereto as Exhibit A. The Unvested Shares and
stock assignment shall be held by the Escrow Holder, pursuant to
the Escrow Instruction Letter of the Company, until such time as
the Forfeiture Restrictions lapse as provided in Section 3 of
this Restricted Stock Agreement.
(b) The Escrow Holder shall
not be liable for any act it may do or omit to do with respect to
holding the Unvested Shares in escrow while acting in good faith
and in the exercise of its judgment.
(c) If Unvested Shares are
forfeited under Section 2 of this Restricted Stock Agreement,
the Escrow Holder, upon receipt of written notice from the Company,
shall take all appropriate actions to facilitate the forfeiture and
cancellation of the Unvested Shares.
(d) When Unvested Shares are
released from the Forfeiture Restrictions pursuant to
Section 3 of this Restricted Stock Agreement, upon request of
the Company, the Escrow Holder shall promptly issue and deliver, or
cause to be issued and delivered, to the Grantee a new certificate,
for the released Shares. Alternatively, upon written request of the
Grantee, the Company may direct that the Escrow Holder transfer the
released Shares to a broker, designated by the Grantee.
(e) Subject to the terms
hereof and the provisions of Section 11(b) of the Plan
relating to the dissolution or liquidation of the Company, the
Grantee shall have all the rights of a shareholder with respect to
the Unvested Shares while they are held in escrow, including
without limitation, the right to vote the Unvested Shares and to
receive any cash dividends declared thereon.
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| Gastar
Exploration Ltd. 2006 Long-Term Stock Incentive Plan |
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| Restricted Stock Agreement |
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Page 2 |
7. Capital Adjustments and
Corporate Events . If, from time to time during the term of
this Restricted Stock Agreement, there is (i) any capital
adjustment with respect to the Unvested Shares, the Unvested Shares
shall be adjusted in accordance with the provisions of
Section 11(a) of the Plan, or (ii) any corporate event,
including a Change in Control, the Shares shall be subject to the
provisions of Sections 11(b) and 11(c) of the Plan. Any and all
new, substituted or additional securities to which the Grantee may
be entitled by reason of the Grantee’s ownership of the
Unvested Shares hereunder and such capital adjustment or such
corporate event shall be immediately subject to the forfeiture and
cancellation provisions of this Restricted Stock Agreement and the
escrow, deposited with the Escrow Holder and included
there
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