RESTRICTED STOCK AGREEMENT FOR
NON-EMPLOYEE DIRECTORS
THIS
AGREEMENT, is made by and between Complete Production Services,
Inc., a Delaware corporation hereinafter referred to as
“Company,” and «Name» , a non-employee
director of the Company, hereinafter referred to as
“Director” effective as of
«Issuance_Date» :
WHEREAS,
the Company wishes to afford the Director the opportunity to own
shares of its $0.01 par value Common Stock;
WHEREAS,
the Company wishes to carry out the Complete Production Services,
Inc. 2008 Incentive Award 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 Director
as an inducement to enter into or remain in the service 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:
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 issuance 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.
“Board”
shall mean the Board of Directors of the Company.
“Code”
shall mean the Internal Revenue Code of 1986, as
amended.
Section 1.4. Common Stock
“Common
Stock” shall mean the common stock of the Company, par value
$0.01 per share.
“Company”
shall mean Complete Production Services, Inc., a Delaware
corporation, or any successor corporation.
Section 1.6. Exchange Act
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended.
Section 1.7. Forfeiture Restrictions
“Forfeiture
Restrictions” shall mean the restrictions that could result
in forfeiture of the Restricted Shares as set forth in
Section 3.1, which restrictions lapse in accordance with
Section 3.2.
Section 1.8. Non-transferable Vested Shares
“Non-transferable
Vested Shares” shall have the meaning given to that term in
Section 3.4.
“Plan”
shall mean the Complete Production Services, Inc. 2008 Incentive
Award Plan, as amended and/or restated from time to
time.
Section 1.10. Restricted Shares
“Restricted
Shares” shall mean the shares of Restricted Stock issued
under this Agreement and the Plan, so long as such shares are
subject to the Restrictions. Transferable Vested Shares and
Non-transferable Vested Shares shall not be considered Restricted
Shares hereunder.
Section 1.11. Restrictions
“Restrictions”
shall mean the vesting requirements set forth in Section 3.2,
the Forfeiture Restrictions set forth in Section 3.1, and the
restrictions on sale or other transfer set forth in
Section 3.3.
“Rule 16b-3”
shall mean that certain Rule 16b-3 under the Exchange Act, as
such Rule may be amended from time to time.
“Secretary”
shall mean the Secretary of the Company.
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Section 1.14. Securities Act
“Securities
Act” shall mean the Securities Act of 1933, as
amended.
“Subsidiary”
means any entity (other than the Company), whether domestic or
foreign, in an unbroken chain of entities beginning with the
Company if each of the entities other than the last entity in the
unbroken chain beneficially owns, at the time of the determination,
securities or interests representing more than fifty percent (50%)
of the total combined voting power of all classes of securities or
interests in one of the other entities in such chain.
Section 1.16. Termination of Service
“Termination
of Service” shall mean the time when the Director ceases to
be a Director for any reason, including, without limitation, a
termination by resignation, failure to be elected, death or
retirement, but excluding terminations where the Director
simultaneously commences or remains in employment or service with
the Company or any Subsidiary. The Board, in its sole and absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Service.
Section 1.17. Transferable Vested Shares
“Transferable
Vested Shares” shall have the meaning given to that term in
Section 3.4.
Section 1.18. Vested Shares
“Vested
Shares” shall have the meaning given to that term in
Section 3.2.
ISSUANCE OF RESTRICTED
SHARES
Section 2.1. Issuance of Restricted Shares
Effective
as of the Issuance Date, the Company issues to the Director
«Grant_Number» of Restricted Shares, 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 Director (i) agrees to render faithful and
efficient services to the Company as a member of the Board for a
period of at least one (1) year from the Issuance Date,
(ii) agrees not disclose or use, directly or indirectly, any
proprietary or confidential information concerning the Company so
long as such information is proprietary and/or confidential, except
any disclosure or use that is for the benefit of the Company and is
incidental to the Director’s service with the Company, 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 Director any right to continue as a director of the
Company.
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Section 2.3. Rights as a Stockholder
Except
as otherwise provided herein, effective as of the Issuance Date,
the Director shall have all the rights of a stockholder with
respect to the Restricted Shares, subject to the Restrictions and
the requirements of Section 3.4 as to the Non-transferable
Vested Shares. Thus, the Director shall have the right to vote the
Restricted Shares and the Non-transferable Vested Shares and to
receive all dividends or other distributions paid or made with
respect to the Restricted Shares (subject to Section 3.5) and
the Non-transferable Vested Shares.
Section 3.1. Forfeiture Restrictions.
Upon
Director’s Termination of Service, all Restricted Shares
outstanding as of such Termination of Service shall be
automatically forfeited and cancelled, without payment of any
consideration therefore, effective as of the date of such
Termination of Service. 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 Forfeiture
Restrictions.
(a) The
Forfeiture Restrictions and all other Restrictions- shall lapse and
the Restricted Shares shall vest in full and become “Vested
Shares” on the earlier of (i) the first anniversary of
the Issuance Date, or (ii) the date of the Company’s
first annual meeting of stockholders following the Issuance Date at
which directors are elected that is held in April, May or June,
conditioned upon the Director’s continued service as a Board
member 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 Director’s Termination of Service.
(b) 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 or continue the vesting of the Restricted Shares subsequent
to the Director’s Termination of Service) at any time or from
time to time.
Section 3.3. General Transfer Restrictions
.
Except
to the extent permitted by the Plan, the Director 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 the Director or his or her 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, except to the extent permitted by the Plan.
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Section 3.4. Special Transfer Restrictions
.
Once
the Forfeiture Restrictions have lapsed and the
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