KEY ENERGY SERVICES, INC.
2009 EQUITY AND CASH INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT
(this “
Agreement ”), dated as of
,
(the “ Date of Grant ”), is made by and
between Key Energy Services, Inc., a Maryland corporation (the
“ Company ”), and
(the “ Participant ”).
WHEREAS , the Company has adopted the Key Energy
Services, Inc. 2009 Equity and Cash Incentive Plan (the “
Plan ”) pursuant to which awards of Restricted
Stock of the Company may be granted; and
WHEREAS , the Committee has determined that it is in the
best interests of the Company and its stockholders to grant the
award of restricted shares of Common Stock provided for herein (the
“ Restricted Stock Award ”) to the
Participant in recognition of the Participant’s services to
the Company, such grant to be subject to the terms set forth
herein.
NOW, THEREFORE , in consideration for the services rendered by
the Participant to the Company and the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
1. Grant of Restricted Stock
Award . Pursuant to Section 7.1 of the Plan, the
Company hereby issues to the Participant on the Date of Grant the
Restricted Stock Award consisting of, in the aggregate,
shares of Restricted Stock of the Company (hereinafter called the
“ Restricted Shares ”) having the rights
and subject to the restrictions set out in this Agreement and the
Plan. The Restricted Shares shall vest in accordance with
Section 4 hereof.
2. Incorporation by
Reference . The provisions of the Plan including, without
limitation, Section 14.5 thereof, are hereby incorporated
herein by reference. Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the
provisions of the Plan and any capitalized terms not otherwise
defined in this Agreement shall have the definitions set forth in
the Plan. The Committee shall have the authority to interpret and
construe the Plan and this Agreement and to make any and all
determinations thereunder, and its decision shall be binding and
conclusive upon the Participant and his or her legal representative
in respect of any questions arising under the Plan or this
Agreement.
3. Restrictions . Except as
provided in the Plan or this Agreement, the restrictions on the
Restricted Shares are that they will be forfeited by the
Participant and all of the Participant’s rights to such
shares 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 Shares made or attempted during the Restricted Period
(as defined below), 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, without the written consent
of the Board.
4. Vesting . Except as
otherwise provided herein, the restrictions described in
Section 3 above will lapse on the date or dates, as the
case may be, set forth on Exhibit A to this Agreement
(each a “ Vesting Date ,” and, with
respect to each Restricted Share, the period beginning on the Date
of Grant and ending on the applicable Vesting Date for such share,
the “ Restricted Period ”);
provided , that , the Participant is still in
Continuous Service with the Company on such Vesting
Date.
(a) Death, Disability . The Restricted
Period shall expire and all restrictions will lapse with respect to
100% of the Restricted Shares upon the termination of the
Participant’s Continuous Service due to death or Disability
prior to the Vesting Date.
(b) Change in Control . The Restricted
Period shall expire and all restrictions will lapse with respect to
100% of the Restricted Shares upon the occurrence of a Change in
Control prior to the Vesting Date; provided , that ,
the Participant is in Continuous Service immediately prior to such
Change in Control.
(c) Termination of Continuous Service .
Except as otherwise set forth in Section 4(a) or
Section 4(b) above, if the Participant’s
Continuous Service terminates for any reason at any time prior to
the Vesting Date, the unvested Restricted Shares will be forfeited
and all of the Participant’s rights to such shares of Common
Stock shall immediately terminate.
(a) Tax Withholding . The Company
shall have the right to deduct from any compensation paid to the
Participant pursuant to the Plan the amount of taxes required by
law to be withheld therefrom, or to require the Participant to pay
the Company in cash such amount required to be withheld. Subject to
the discretion of the Committee, the Participant may satisfy any
foreign, federal, state or local tax withholding obligation
relating to the acquisition of shares of Common Stock under this
Restricted Stock Award by any of the following means (in addition
to the Company’s right to withhold or to direct the
withholding from any compensation paid to the Participant by the
Company or by an Affiliate) or by a combination of such means:
(i) tendering a cash payment; (ii) authorizing the
Company to withhold vested Restricted Shares otherwise deliverable
to the Participant hereunder; provided , however ,
that no Restricted Shares are withheld with a value exceeding the
minimum amount of tax required to be withheld by applicable law; or
(iii) delivering to the Company previously owned and unencumbered
shares of Common Stock.
(b) Section 83(b) of the Code
. If the Participant properly elects, within thirty (30) days
after the Date of Grant, to include in gross income for federal
income tax purposes an amount equal to the Fair Market Value of the
Restricted Shares as of the Date of Grant p
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