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EXHIBIT 10.4
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this
“Agreement”) is made as of _____________, between
TRICO MARINE SERVICES, INC. , a Delaware corporation (the
“Company”), and ___________ (the
“Employee”).
1.
Award . Pursuant to the
TRICO MARINE SERVICES, INC. 2004 STOCK INCENTIVE PLAN
(the “Plan”), as of the date of this Agreement,
__________ shares (the “Restricted Shares”) of the
Company’s common stock shall be issued as hereinafter
provided in the Employee’s name subject to certain
restrictions thereon. Of the Restricted Shares, _______
shares shall be subject to Time-based Forfeiture Restrictions
set forth in Section 2(b) below, and ________ shares shall be
subject to Performance-based Forfeiture Restrictions set forth
in Section 2(b) below. The Restricted Shares shall be
issued upon acceptance hereof by the Employee and upon
satisfaction of the conditions of this Agreement. The
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.
2.
Restricted Shares . The
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, and in the event of termination of the
Employee’s employment with the Company for any reason
other than as provided in Section 2(b), the Employee shall, for
no consideration, forfeit to the Company all Restricted Shares
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)
(i)
Lapse of Time-based Forfeiture
Restrictions . The Time-based Forfeiture
Restrictions shall lapse as to the Restricted Shares in
accordance with the following schedule provided that the
Employee has been continuously employed by the Company from the
date of this Agreement through the lapse date:
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Number of Full Years
From the Date of This Agreement
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Percentage of Total Number of
Restricted Shares Granted as to Which
Forfeiture Restrictions Lapse
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3
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100%
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(ii)
Lapse of Performance-based Forfeiture
Restrictions . The Performance-based Forfeiture
Restrictions shall lapse as to the Restricted Shares in
accordance with the following schedule provided that the
Employee has been continuously employed by the Company from the
date of this Agreement through the lapse date:
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Performance Level
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Average 3-yr Share Price
(daily close)(2)
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Portion of
Performance Shares Vested
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Below Threshold
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Less than $34.43
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0
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Threshold(1)
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$34.43
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20%
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Above Expectations
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$40.54
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100%
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(1)
Threshold is based on an average annualized
share price appreciation of 4.5% over the grant date price of
$32.16 in order to achieve threshold vesting. Above
Expectations is based on an average annualized share price
appreciation of 15% over the grant date price of $32.16 to
achieve full vesting.
(2)
In addition, the performance shares have a
“vesting acceleration” feature whereby after the
first anniversary of the award, if during any consecutive 20-day
trading period, the Company’s average closing share price
equals or exceeds $42.53/share all performance shares become
immediately vested. $42.53 is equivalent to 15% annual share
appreciation over a 2 year period.
Notwithstanding the foregoing, if the
Employee’s employment with the Company is terminated by
reason of his death or disability (within the meaning of section
22(e)(3) of the Code), the Forfeiture Restrictions shall lapse
as to all of the Restricted Shares then subject to the
Forfeiture Restrictions.
(c)
Certificates . A certificate
evidencing the Restricted Shares shall be issued by the Company
in the Employee’s name, pursuant to which the Employee
shall have all of the rights of a shareholder 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). The Employee may not sell, transfer,
pledge, exchange, hypothecate or otherwise dispose of the stock
until the Forfeiture Restrictions have expired (except with
regard to a “qualified domestic relations order”),
and a breach of the terms of this Agreement shall cause a
forfeiture of the Restricted Shares. The certificate shall
contain an ap
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