RESTRICTED STOCK
AGREEMENT
TERMS AND CONDITIONS
(Rev. 2008)
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 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 Holder as
an inducement to enter into or remain in the service of the Company
or a Subsidiary 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.
“Holder”
shall mean shall mean the Holder issued Restricted Shares under
this Agreement and the Plan and listed on the Signature
Page.
Section 1.7. Exchange Act
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended.
“Plan”
shall mean the Complete Production Services, Inc. 2008 Incentive
Award Plan, as amended and/or restated from time to
time.
Section 1.9. Restricted Shares
“Restricted
Shares” shall mean the shares of Restricted Stock issued
under this Agreement and the Plan and specified on the Signature
Page, so long as such shares are subject to the
Restrictions.
Section 1.10. 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.
“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.
Section 1.13. Securities Act
“Securities
Act” shall mean the Securities Act of 1933, as
amended.
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“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 1.15. Termination of
Service
“Termination
of Service” as to an Employee shall mean the time when the
employee-employer relationship between a Holder and the Company or
any Subsidiary is terminated for any reason, including, without
limitation, a termination by resignation, discharge, death,
disability or retirement; but excluding terminations where the
Holder simultaneously commences or remains in employment or service
with the Company or any Subsidiary. The Administrator, in its sole
discretion, shall determine the effect of all matters and questions
relating to Terminations of Employment, including, without
limitation, the question of whether a Termination of Service
resulted from a discharge for cause and all questions of whether
particular leaves of absence constitute a Termination of Service.
Notwithstanding any other provision of the Plan or this Agreement,
the Company or any Subsidiary 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.
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 any Subsidiary, with such
duties and responsibilities as the Company or any Subsidiary shall
from time to time prescribe, 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 or any Subsidiary 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
Subsidiary 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 Subsidiary, or shall interfere with or restrict
in any way the rights of the Company and any Subsidiary, which are
hereby expressly reserved, to discharge the Holder at any time for
any reason whatsoever, with or without cause.
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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).
Section 3.1. Restrictions.
Upon
Holder’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
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 Service; provided, that by
resolution, the Administrator may, on such terms and conditions as
it deems appropriate, continue or accelerate the vesting of the
Restricted Shares and the removal of the Restrictions with respect
to such Restricted Shares at any time or from time to
time.
Section 3.3. Restrictions on Transfer .
Except
to the extent permitted by the Plan, 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, except
to the extent permitted by the Plan.
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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 securities or other property (including
money paid other than as a regular cash dividend) that is by reason
of any such transaction received with respect to, in exchange for
or in substitution of the Re
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