PLATENERGY SERVICES AND
INFRASTRUCTURE, INC.
RESTRICTED STOCK
AGREEMENT
THIS RESTRICTED STOCK AGREEMENT
(this “
Agreement ”) is dated as of August 11, 2008,
by and between Platenergy Services and Infrastructure, Inc., a
Delaware corporation (the “ Corporation
”), and Lisa Meier (the “ Executive
”).
WITNESSETH
WHEREAS, Platinum Energy Resources, Inc. (“
Parent ”) has determined to start a new
drilling & workover business, and operate in the areas of
compression, pipelines, gas storage, specialty chemicals and
downhole tools, and has incorporated the Corporation in which to
operate the new business;
WHEREAS, Parent has entered into an Employment Agreement
dated the date hereof with the Executive pursuant to which the
Executive has been appointed as Chief Financial Officer of Parent
and President of the Corporation;
WHEREAS, as part of Executive’s compensation
package, Parent has granted to the Executive the Restricted Shares
(a defined herein) upon the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of services to be rendered by
the Executive, and the mutual promises made herein and the mutual
benefits to be derived therefrom, the parties agree as follows:
1.
Defined Terms . As used in this Agreement,
the following terms shall have the following respective
meanings:
“Sale of
the Business” shall mean the sale of all or substantially all
of the assets of the Corporation, the sale of more than 80% of the
voting stock of the Corporation, or any person or group (other than
Parent or an affiliate of Parent) is or becomes the owner, directly
or indirectly, of more than 80% of the total voting power of the
voting stock of the Corporation, including by way of merger,
consolidation or otherwise.
2.
Grant . Subject to the terms of this
Agreement, the Corporation hereby grants to the Executive 50 shares
of Common Stock, par value $0.0001 per share, of the Corporation
(the “ Restricted Shares
”).
3.
Vesting . Subject to Section 10 below, the
Restricted Shares shall vest, and restrictions shall lapse as
follows: one-quarter of the Restricted Shares shall vest
immediately on the date hereof; one-quarter of the Restricted
Shares shall vest on each anniversary thereafter, until all
Restricted Shares are vested.
4.
Sale of the Business . Notwithstanding Section 3 of this Agreement,
upon the closing of a Sale of the Business, all of the Restricted
Shares shall become immediately vested and unrestricted.
5.
Continuance of Employment .
(a) The vesting schedule requires continued
employment or service to the Corporation through each applicable
vesting date as a condition to the vesting of the applicable
installment of the Restricted Shares and the rights and benefits
under this Agreement. Employment or service for only a portion of
the vesting period, even if a substantial portion, will not entitle
the Executive to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination
of employment or services.
(b) Nothing contained in this Agreement constitutes
an employment or service commitment by Parent or the Corporation,
confers upon the Executive any right to remain employed by or in
service to the Parent or the Corporation, interferes in any way
with the right of the Parent or the Corporation at any time to
terminate such employment or services, or affects the right of the
Corporation to increase or decrease the Executive’s other
compensation or benefits. All such rights and obligations shall be
set forth in the Employment Agreement.
6.
Distributions and Adjustments .
(a) If all or any portion of the Restricted Shares
vest in the Executive subsequent to any change in the number or
character of shares of Common Stock (through stock dividend,
recapitalization, stock split, reverse stock split or similar
corporate transaction), the Executive shall then receive upon such
vesting the number and type of securities or other consideration
which she would have received if the Restricted Shares had vested
prior to the event changing the number or character of outstanding
shares of Common Stock.
(b) Any additional shares of Common Stock, any
other securities of the Corporation and any other property (except
for cash dividends) distributed with respect to the Restricted
Shares prior to the date such Restricted Shares vest shall be
subject to the same restrictions, terms and conditions as the
Restricted Shares. Any cash dividends payable with respect to the
Restricted Shares shall be distributed to the Executive at the same
time cash dividends are distributed to shareholders of the
Corporation generally.
(c) Any additional shares of Common Stock, any
securities and any other property (except for cash dividends)
distributed with respect to the Restricted Shares prior to the date
such Restricted Shares vest shall be promptly deposited with the
Secretary pending release or forfeiture in accordance with the
terms and conditions of this Agreement.
7.
Restrictions on Transfer . Prior to the
time that they have become vested pursuant to Sections 3 or 4
hereof, neither the Restricted Shares, nor any interest therein,
amount payable in respect thereof, may be sold, assigned,
transferred, pledged or otherwise disposed of, alienated or
encumbered, either voluntarily or involuntarily.
(a) Certificated Form . The Corporation shall issue the Restricted
Shares in certificated form as provided in Section 8(b)
below.
(b) Certificates to be Held by Corporation;
Legend . Any certificates
representing shares of Restricted Shares that may be delivered to
the Executive by the Corporation prior to vesting shall be
redelivered to the Corporation to be held by the Corporation until
the restrictions on such shares shall have lapsed and the shares
shall thereby have become vested or the shares represented thereby
have been forfeited hereunder. Such certificates shall bear the
following legend and any other legends the Corporation may
determine
