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Revised 2006
EXHIBIT 10.24
RESTRICTED STOCK AGREEMENT
TERMS AND CONDITIONS
(Rev. 2006)
These Terms and Conditions
constitute a part of the Restricted Stock Agreement, dated as of
the date set forth on the Signature Page to Restricted Stock
Agreement Terms and Conditions made a part hereof (the
"Signature Page"), concerning certain Restricted Shares issued by
Complete Production Services, Inc., a Delaware corporation
hereinafter referred to as "Company," to the individual listed on
the Signature Page, hereinafter referred to as "Holder." These
Terms and Conditions and the Signature Page are collectively
referred to as the "Agreement."
WHEREAS, the Company wishes to
afford the Holder 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 stockholders to issue the
Restricted Shares provided for herein to the Holder as an
inducement to enter into or remain in the service of the Company or
an Affiliate 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. Affiliate
"Affiliate" shall mean any
corporation, partnership, limited liability company or partnership,
association, trust or other organization which, directly or
indirectly, controls, is controlled by, or is under common control
with, the Company. For purposes of the preceding sentence,
"control" (including, with correlative meanings, the terms
"controlled by" and "under common control with"), as
used with respect to any entity or organization, shall mean the
possession, directly or indirectly, of the power (i) to vote
more than 50% of the securities having ordinary voting power for
the election of directors of the controlled entity or organization,
or (ii) to direct or cause the direction of the management and
policies of the controlled entity or organization, whether through
the ownership of voting securities or by contract or otherwise.
Section 1.3. Board
"Board" shall mean the Board of
Directors of the Company.
Section 1.4. Code
"Code" shall mean the Internal
Revenue Code of 1986, as amended.
Section 1.5. 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 1.6. Company
"Company" shall mean Complete
Production Services, Inc., a Delaware corporation, or any successor
corporation.
Section 1.7. Holder
"Holder" shall mean shall mean the
Holder issued Restricted Shares under this Agreement and the Plan
and listed on the Signature Page.
Section 1.8. Exchange Act
"Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended.
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 and
specified on the Signature Page, so long as such shares are subject
to the Restrictions.
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Section 1.11. Restrictions
"Restrictions" shall mean the
vesting requirements set forth on the Signature Page and Section
3.2, the forfeiture requirements 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.
Section 1.14. Securities Act
"Securities Act" shall mean the
Securities Act of 1933, as amended.
Section 1.15. Termination of Employment
"Termination of Employment" shall
mean the time when the Holder-employer relationship between the
Holder and the Company or any Affiliate is terminated for any
reason, including, but not by way of limitation, a termination by
resignation, discharge, death, disability or retirement, but
excluding (i) terminations where there is a simultaneous
reemployment, continuing employment of the Holder by the Company or
any Affiliate, (ii) at the discretion of the Administrator,
terminations which result in a temporary severance of the
Holder-employer relationship, and (iii) terminations which are
followed by the simultaneous establishment of a consulting
relationship by the Company or any Affiliate with the Holder. The
Administrator, in its absolute discretion, shall determine the
effect of all matters and questions relating to Termination of
Employment, including, but not by way of limitation, the question
of whether a Termination of Employment resulted from a discharge
for Cause, and all questions of whether particular leaves of
absence constitute Terminations of Employment. Notwithstanding any
other provision of the Plan or this Agreement, the Company or any
Affiliate has an absolute and unrestricted right to terminate the
Holder’s employment at any time for any reason whatsoever,
with or without Cause, except to the extent expressly provided
otherwise in writing.
ARTICLE II.
ISSUANCE OF RESTRICTED SHARES
Section 2.1. Issuance of Restricted
Shares
Effective as of the Issuance Date
set forth on the Signature Page, the Company irrevocably issues to
the Holder the number of Restricted Shares set forth on the
Signature Page, 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 Holder
(i) agrees to render faithful and efficient services to the
Company or its any Affiliate, with such duties and responsibilities
as the Company or any Affiliate shall from time to time prescribe,
for a period of at least one (1) year from the date the
Issuance Date, (ii) agrees not disclose or use, directly
or
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indirectly, any proprietary or confidential information
concerning the Company or any Affiliate so long as such information
is proprietary and/or confidential, except any disclosure or use
that is for the benefit of the Company or such Affiliate and is
incidental to the Holder’s employment, 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 Holder any right to continue in the employ of the Company or
any Affiliate, or shall interfere with or restrict in any way the
rights of the Company and any Affiliate, which are hereby expressly
reserved, to discharge the Holder at any time for any reason
whatsoever, with or without good cause.
Section 2.3. Rights as a Stockholder
Except as otherwise provided
herein, effective as of the Issuance Date set forth on the
Signature Page, the Holder shall have all the rights of a
stockholder with respect to the Restricted Shares, subject to the
Restrictions. Thus, the Holder shall have the right to vote the
Restricted Shares and to receive all dividends or other
distributions paid or made with respect to the Restricted Shares
(subject to Section 3.4).
ARTICLE III.
RESTRICTIONS ON SHARES
Section 3.1. Restrictions.
Upon Holder’s Termination of
Employment, all Restricted Shares outstanding as of such
Termination of Employment shall be automatically forfeited and
cancelled, without payment of any consideration therefore,
effective as of the date of such Termination of Employment. 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 Restrictions.
The Restrictions shall lapse and
the Restricted Shares shall vest in accordance with the Vesting
Schedule set forth on the Signature Page, conditioned upon the
Holder’s continued employment or service with the Company
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
Holder’s Termination of Employment.
Section 3.3. Restrictions on Transfer .
Holder 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 Holder
or his 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.
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Section 3.4. Assets or Securities Issued With
Respect to the Restricted Shares .
Any and all cash dividends paid on
the Restricted Shares and any and all shares of Common Stock,
capital stock or other securities or other property received by or
distributed to Holder with respect to, in exchange for or in
substitution of the Restricted Shares as a result of any stock
dividend, stock split, reverse stock split, recapitalization,
combination, reclassification, or similar change in the capital
structure of the Company shall also be subject to the Restrictions
until such restrictions lapse or are removed pursuant to this
Agreement or action by the Administrator. In addition, in the event
of any merger, consolidation, share exchange or reorganization
affecting the Restricted Shares, then any new, substituted or
additional se
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