Exhibit 10.01
OGE ENERGY CORP.
FORM OF RESTRICTED STOCK
AGREEMENT
UNDER 2008 STOCK INCENTIVE
PLAN
OGE Energy Corp. (the
“Company”) hereby awards to (name) (the “Participant”)
(#) shares of Common Stock (the
“Shares”) pursuant to the OGE Energy Corp. 2008 Stock
Incentive Plan (the “Plan”), the definitions and
provisions of which are incorporated herein by
reference.
The specific terms and conditions of
the award are set forth hereinafter.
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1.
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Restrictions on Transfer and Restriction
Periods.
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(a)
During the
respective periods hereinafter described in Paragraph 1(b) (the
“Restriction Periods”), the Shares may not be sold,
assigned, transferred, pledged, or otherwise encumbered by the
Participant and shall be subject to a risk of forfeiture, except as
hereinafter provided.
(b)
The
restrictions described above shall commence on the date of this
Agreement (the “Commencement Date”) and, except as
provided in Paragraph 1(c) or Paragraph 2, shall lapse with respect
to one-third (33.3%) of the Shares on (date) , one-third (33.3%) of the Shares on
(date) and with respect to the remaining Shares
on (date)
.
(c)
Shares will
vest and the restrictions described above will lapse upon the
expiration of the applicable Restriction Period or, if earlier,
upon a Change of Control as defined in the Plan.
2.
Termination of Service . If the Participant has a
Termination of Employment (as defined on the Plan), all Shares
which are then subject to the restrictions imposed by Paragraph 1
shall be forfeited and returned to the Company; provided, however,
that if the Participant ceases employment by reason of Retirement
(as defined in the Plan) or involuntary termination, the
Compensation Committee (the “Compensation Committee”)
of the Company’s Board of Directors may waive in whole or in
part any or all remaining restrictions.
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3.
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Issuance of
Certificate(s).
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(a)
Contemporaneously
with the execution of this Agreement, the Company is issuing to the
Participant a Certificate evidencing the number of Shares subject
to this award, and the Participant has executed a stock power in
blank which, together with the Certificate, has been returned to
the Company to be held in safekeeping pursuant to the
Plan.
(b)
&nb
