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Revised 2006
EXHIBIT 10.26
RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE
DIRECTORS
THIS AGREEMENT, is made by and
between Complete Production Services, Inc., a Delaware corporation
hereinafter referred to as "Company," and «Name»
, a non-employee director of the Company, hereinafter referred to
as "Director" effective as of «Issuance_Date»
:
WHEREAS, the Company wishes to
afford the Director the opportunity to own shares of its $0.01 par
value Common Stock;
WHEREAS, the Company wishes to
carry out the Amended and Restated 2001 Stock Incentive Plan, as
the same may be amended from time to time (the "Plan"), the terms
of which are hereby incorporated by reference and made a part of
this Agreement; and
WHEREAS, the Administrator of the
Plan has determined that it would be to the advantage and best
interest of the Company and its stockholder to issue the Restricted
Shares provided for herein to the Director as an inducement to
enter into or remain in the service of the Company and as an
incentive for increased efforts during such service, and has
advised the Company thereof and instructed the undersigned officers
to issue said Restricted Shares.
NOW, THEREFORE, in consideration
of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged,
the parties hereto do hereby agree as follows:
ARTICLE I.
DEFINITIONS
Whenever the following terms are
used in this Agreement, they shall have the meaning specified below
unless the context clearly indicates to the contrary. The masculine
pronoun shall include the feminine and neuter, and the singular the
plural, where the context so indicates. Capitalized terms used but
not defined in this Agreement shall have the meaning ascribed to
such terms in the Plan.
Section 1.1. Administrator
"Administrator" shall mean the
entity that conducts the administration of the Plan (including the
issue of Restricted Shares) as provided therein, and generally
shall refer to the Compensation Committee of the Board, unless and
to the extent (a) the Board has assumed the authority for
administration of all or any part of the Plan, or (b) the
Compensation Committee has delegated the authority for
administration of all or part of the Plan.
Section 1.2. Board
"Board" shall mean the Board of
Directors of the Company.
Section 1.3. Code
"Code" shall mean the Internal
Revenue Code of 1986, as amended.
Section 1.4. Common Stock
"Common Stock" shall mean the
common stock of the Company, par value $0.01 per share, and any
equity security of the Company issued or authorized to be issued in
the future, but excluding any warrants, options or other rights to
purchase Common Stock. Debt securities of the Company convertible
into Common Stock shall be deemed equity securities of the
Company.
Section 1.5. Company
"Company" shall mean Complete
Production Services, Inc., a Delaware corporation, or any successor
corporation.
Section 1.6. Exchange Act
"Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended.
Section 1.7. Forfeiture Restrictions
"Forfeiture Restrictions" shall
mean the restrictions that could result in forfeiture of the
Restricted Shares as set forth in Section 3.1, which
restrictions lapse in accordance with Section 3.2.
Section 1.8. Non-transferable Vested
Shares
"Non-transferable Vested Shares"
shall have the meaning given to that term in Section 3.4.
Section 1.9. Plan
"Plan" shall mean the Complete
Production Services, Inc. Amended and Restated 2001 Stock Incentive
Plan, as amended and/or restated from time to time.
Section 1.10. Restricted Shares
"Restricted Shares" shall mean the
Restricted Shares issued under this Agreement and the Plan, so long
as such shares are subject to the Restrictions. Transferable Vested
Shares and Non-transferable Vested Shares shall not be considered
Restricted Shares hereunder.
Section 1.11. Restrictions
"Restrictions" shall mean the
vesting requirements set forth in Section 3.2, the Forfeiture
Restrictions set forth in Section 3.1, and the restrictions on
sale or other transfer set forth in Section 3.3.
Section 1.12. Rule 16b-3
"Rule 16b-3" shall mean that
certain Rule 16b-3 under the Exchange Act, as such Rule may be
amended from time to time.
Section 1.13. Secretary
"Secretary" shall mean the
Secretary of the Company.
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Section 1.14. Securities Act
"Securities Act" shall mean the
Securities Act of 1933, as amended.
Section 1.15. Termination of Directorship
"Termination of Directorship"
shall mean the time when the Director ceases to be a Director for
any reason, including, but not by way of limitation, a termination
by resignation, failure to be elected, death or retirement, but
excluding any termination of directorship where there is
simultaneous employment by the Company (or any Subsidiary of the
Company) of such person. The Board, in its sole and absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Directorship.
Section 1.16. Transferable Vested Shares
"Transferable Vested Shares" shall
have the meaning given to that term in Section 3.4.
Section 1.17. Vested Shares
"Vested Shares" shall have the
meaning given to that term in Section 3.2.
ARTICLE II.
ISSUANCE OF RESTRICTED SHARES
Section 2.1. Issuance of Restricted
Shares
Effective as of the Issuance Date,
the Company issues to the Director
«Grant_Number» of Restricted Shares, subject to
the Restrictions and the other terms and conditions set forth in
this Agreement.
Section 2.2. Consideration to Company
In partial consideration of the
issuance of the Restricted Shares by the Company, the Director
(i) agrees to render faithful and efficient services to the
Company as a member of the Board for a period of at least one
(1) year from the Issuance Date, (ii) agrees not disclose
or use, directly or indirectly, any proprietary or confidential
information concerning the Company so long as such information is
proprietary and/or confidential, except any disclosure or use that
is for the benefit of the Company and is incidental to the
Director’s service with the Company, and (iii) agrees to
abide by all of the terms and conditions of this Agreement and the
Plan. Nothing in the Plan or this Agreement shall confer upon the
Director any right to continue as a director of the Company.
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Section 2.3. Rights as a Stockholder
Except as otherwise provided
herein, effective as of the Issuance Date, the Director shall have
all the rights of a stockholder with respect to the Restricted
Shares, subject to the Restrictions and the requirements of
Section 3.4 as to the Non-transferable Vested Shares. Thus,
the Director shall have the right to vote the Restricted Shares and
the Non-transferable Vested Shares and to receive all dividends or
other distributions paid or made with respect to the Restricted
Shares (subject to Section 3.5) and the Non-transferable
Vested Shares.
ARTICLE III.
RESTRICTIONS ON SHARES
Section 3.1. Forfeiture Restrictions.
Upon Director’s Termination
of Directorship, all Restricted Shares outstanding as of such
Termination of Directorship shall be automatically forfeited and
cancelled, without payment of any consideration therefore,
effective as of the date of such Termination of Directorship. By
resolution, the Administrator may, on such terms and conditions as
it deems appropriate, remove any or all of the Restrictions
(including without limitation, the Administrator may accelerate
vesting) at any time or from time to time.
Section 3.2. Lapse of Forfeiture Restrictions.
(a) The Forfeiture
Restrictions and all other Restrictions shall lapse and the
Restricted Shares shall vest in full and become "Vested Shares" on
the earlier of (i) the first anniversary of the Issuance Date,
or (ii) the date of the Company’s first annual meeting
of stockholders following the Issuance Date at which directors are
elected that is held in April, May or June, conditioned upon the
Director’s continued service as a Board member through the
applicable effective date of vesting. The vesting of the Restricted
Shares and the removal of the Restrictions with respect to such
Restricted Shares shall cease upon the Director’s Termination
of Directorship.
(b) By resolution, the
Administrator may, on such terms and conditions as it deems
appropriate, remove any or all of the Restrictions (including
without limitation, the Administrator may accelerate vesting) at
any time or from time to time.
Section 3.3. General Transfer Restrictions
.
The Director shall not sell,
exchange, transfer, alienate, hypothecate, pledge, encumber or
assign any Restricted Shares, or any rights with respect thereto.
Neither the Restricted Shares nor any interest or right therein or
part thereof shall be liable for the debts, contracts, or
engagements of the Director or his or her successors in interest or
shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any
other legal or equitable proceedings (including bankruptcy) and any
attempted disposition thereof shall be null and void and of no
effect.
Section 3.4. Special Transfer Restrictions
.
Once the Forfeiture Restrictions
have lapsed and the Restricted Shares have vested and become Vested
Shares in accordance with Section 3.2, the Director shall not
sell, exchange, transfer,
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alienate, hypothecate, pledge, encumber or assign 65% of such
Vested Shares until following Director’s Termination of
Directorship (the "Non-transferable Vested Shares"). Once the
Forfeiture Restrictions have lapsed and the Restricted Shares have
vested and have become Vested Shares in accordance with
Section 3.2, then 35% of such Ve
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