Exhibit 10.2
RESTRICTED STOCK
AGREEMENT
THIS RESTRICTED STOCK
AGREEMENT (this “Agreement”) is made as of
the 7th day of August, 2007, between PARTICLE DRILLING
TECHNOLOGIES, INC. , a Nevada corporation (the
“Company”), and JIM B. TERRY
(“Employee”).
1.
Award . Pursuant to
the PARTICLE DRILLING TECHNOLOGIES, INC. 2007 STOCK INCENTIVE
PLAN (the “Plan”), as of the date of this
Agreement, 170,750 shares (the “Restricted Shares”) of
the Company’s common stock shall be issued as hereinafter
provided in Employee’s name subject to certain restrictions
thereon. The Restricted Shares shall be issued upon
acceptance hereof by Employee and upon satisfaction of the
conditions of this Agreement. Employee acknowledges receipt
of a copy of the Plan, and agrees that this award of Restricted
Shares shall be subject to all of the terms and provisions of the
Plan, including future amendments thereto, if any, pursuant to the
terms thereof. In the event of any conflict between the terms
of this Agreement and the Plan, the Plan shall control.
Capitalized terms used but not defined in this Agreement shall have
the meaning attributed to such terms under the Plan, unless the
context requires otherwise.
2
.
Restricted Shares .
Employee hereby accepts the Restricted Shares when issued and
agrees with respect thereto as follows:
(a)
Forfeiture Restrictions .
The Restricted Shares may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred, encumbered or
disposed of to the extent then subject to the Forfeiture
Restrictions (as hereinafter defined), and in the event of
termination of Employee’s employment with the Company, except
as otherwise provided in Section 2(b) hereof, Employee shall, for
no consideration, forfeit to the Company all Restricted Shares to
the extent then subject to the Forfeiture Restrictions. The
prohibition against transfer and the obligation to forfeit and
surrender Restricted Shares to the Company upon termination of
employment are herein referred to as the “Forfeiture
Restrictions.” The Forfeiture Restrictions shall be
binding upon and enforceable against any transferee of Restricted
Shares.
(b)
Lapse of Forfeiture
Restrictions .
The Forfeiture
Restrictions shall lapse as to all of the Restricted Shares upon
achievement of the following performance target, provided that
Employee has been continuously employed by the Company from the
date of this Agreement through the date of such lapse:
The date the Company
files its first quarterly or annual report with the U.S. Securities
and Exchange Commission in which the Company reports, for two
consecutive fiscal quarters, cumulative revenues determined in
accordance with generally accepted accounting principles, in the
aggregate, of an amount equal to or greater than $1
million.
Notwithstanding the
foregoing, the Forfeiture Restrictions shall lapse as to all of the
Restricted Shares then subject to the Forfeiture Restrictions (i)
in accordance with the
1
provisions of that
certain Employment Agreement between Employee and the Company
effective as of January 23, 2006, as the same may be amended from
time to time, or (ii) on the date Employee’s employment with
the Company is terminated by reason of death or disability (within
the meaning of section 22(e)(3) of the Code).
(c)
Certificates . A
certificate evidencing the Restricted Shares shall be issued by the
Company in Employee’s name, pursuant to which Employee shall
have all of the rights of a stockholder of the Company with respect
to the Restricted Shares, including, without limitation, voting
rights and the right to receive dividends (provided, however, that
dividends paid in shares of the Company’s stock shall be
subject to the Forfeiture Restrictions and further provided that
dividends that are paid other than in shares of the Company’s
stock shall be paid no later than the end of the calendar year in
which the dividend for such class of stock is paid to stockholders
of such class or, if later, the 15th day of the third month
following the date the dividend is paid to stockholders of such
class of stock). Employee may not sell, transfer, pledge, exchange,
hypothecate or otherwise dispose of the stock until the Forfeiture
Restrictions have expired and a breach of the terms of this
Agreement shall cause a forfeiture of the Restricted Shares. The
certificate shall be delivered upon issuance to the Secretary of
the Company or to such other depository as may be designated by the
Committee as a depository for safekeeping until the forfeiture of
such Restricted Shares occurs or the Forfeiture Restrictions lapse
pursuant to the terms of the Plan and this award. Employee agrees
to deliver to the Company a stock power, endorsed in blank,
relating to the Restricted Shares. Upon the lapse of the Forfeiture
Restrictions without forfeiture, the Company shall cause a new
certificate or certificates to be issued without legend (except for
any legend required pursuant to applicable securities laws or any
other agreement to which Employee is a party) in the name of
Employee
