Exhibit 10.15
RESTRICTED STOCK
AGREEMENT
BRIAN J. RECATTO
This Restricted Stock Agreement
(this “ Agreement ”) is made as of
February 3, 2009 (the “ Date of Grant ”),
between OMNI Energy Services Corp., a Louisiana corporation (the
“ Company ”), and Brian J. Recatto (“
Employee ”). The Company and the Employee have also
executed an Employment Agreement effective as of December 1,
2008 (the “ Employment Agreement ”).
1. Award . Pursuant to
the Seventh Amended and Restated Stock Incentive Plan (the “
Plan ”), and subject to the terms and conditions of
this Agreement, the Company hereby awards to Employee, as of the
Date of Grant, 16,500 shares (the “ Restricted Shares
”) of the Company’s common stock, $0.01 par value per
share (“ Common Stock ”), which shall be issued
as hereinafter provided in Employee’s name, subject to
certain restrictions thereon. 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.
Capitalized terms used but not defined in this Agreement shall have
the meanings attributed to such terms under the Plan, unless the
context otherwise requires.
2. Restricted Shares .
Employee hereby accepts the Restricted Shares when issued and
agrees with respect thereto as follows:
(a) Forfeiture Restrictions.
Upon termination of employment of Employee pursuant to Sections
6(b), 6(c) or 6(d) of the Employment Agreement, any Restricted
Shares that have not vested on his termination date shall be
forfeited to the Company without consideration.
(b) Transfer Restrictions .
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 provided
in this Section 2 (the “ Forfeiture
Restrictions ”), and in all cases must be sold in
compliance with applicable federal state securities laws. These
transfer restrictions shall be binding upon and enforceable against
any transferee of Restricted Shares.
(c) Lapse of Forfeiture
Restrictions . The Forfeiture Restrictions on the Restricted
Shares shall lapse on [May 1, 2009] if the Company’s Organic
EBITDA (as defined below) equals or exceeds $38,330,000 for the
twelve months ending December 31, 2008. Otherwise, Forfeiture
Restrictions shall lapse at the rate of 8,250 shares commencing
June 30, 2009 and annually thereafter through June 30,
2010. Organic EBITDA is defined as net income after taxes for such
period (excluding (i) any gains or losses on the sale of
assets (other than the sale of inventory in the ordinary course of
business) and (ii) other after-tax extraordinary gains or
losses plus interest expense, income tax expense,
depreciation and amortization for such period, plus or minus
any other non-cash charges (including, but not limited to, non-cash
stock compensation expense and amortization of debt costs) or gains
which have been subtracted or added in calculating net income after
taxes for such period exclusive of any acquisitions subsequent to
the effective date of this Agreement.
In addition, the Forfeiture
Restrictions shall lapse upon (i) the termination of
Employee’s employment relationship with the Company due to
Employee’s death or disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended), (ii) the termination of Employee’s employment
relationship with the Company by the Company without Cause (as
defined in the Employment Agreement), or (iii) a Change of
Control (as defined in Section 10.11(A) of the
Plan).
With regard to any Restricted Shares
with respect to which the Forfeiture Restrictions have lapsed, such
shares shall continue to be subject to the restrictions on transfer
imposed under applicable requirements of federal and state
securities laws and any stock exchange or quotation system on which
the Common Stock may be listed at the time of such
transfer.
3. Additional
Restrictions .
(a) Certificates. A
certificate or certificates 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 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 Common Stock
shall be subject to the Forfeiture Restrictions). The certificate
or certificates 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 (the “
Depository ”) until the Forfeiture Restrictions lapse
with respect to such Restricted Shares pursuant to the Plan and/or
this Agreement. On the Date of Grant, Employee shall, if requested
by the Company, deliver to the Company one or more stock powers,
endorsed in blank, relating to the Restricted Shares. Upon any
lapse of the Forfeiture Restrictions without forfeiture
(i) the Company shall cause a new certificate representing the
Restricted Shares with respect t
