Exhibit 10.2
RESTRICTED STOCK UNIT AWARD
AGREEMENT
TRANSATLANTIC PETROLEUM
CORP.
2009 LONG-TERM INCENTIVE
PLAN
1. Award of Restricted Stock
Units . Pursuant to the TransAtlantic Petroleum Corp. 2009
Long-Term Incentive Plan (the “ Plan ”)
for key employees, key contractors, and Outside Directors of
TransAtlantic Petroleum Corp., an Alberta corporation (the “
Company ”) and its Subsidiaries,
has been granted an Award under the
Plan for
Restricted Stock Units (the “ Awarded Units
”) which may be converted into the number of shares of Common
Stock of the Company equal to the number of Restricted Stock Units,
subject to the terms and conditions of the Plan and this Restricted
Stock Unit Award Agreement (this “ Agreement
”). The Date of Grant of this Restricted Stock Unit Award is
,
20 . Each Awarded Unit shall be a notional
share of Common Stock, with the value of each Awarded Unit being
equal to the Fair Market Value of a share of Common Stock at any
time.
2. Subject to Plan . This
Agreement is subject to the terms and conditions of the Plan, and
the terms of the Plan shall control to the extent not otherwise
inconsistent with the provisions of this Agreement. To the extent
the terms of the Plan are inconsistent with the provisions of the
Agreement, this Agreement shall control. The capitalized terms used
herein that are defined in the Plan shall have the same meanings
assigned to them in the Plan. This Agreement is subject to any
rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Participant in
writing.
3. Vesting . Awarded Units
which have become vested pursuant to the terms of this
Section 3 are collectively referred to herein as
“ Vested RSUs .” All other Awarded Units
are collectively referred to herein as “ Unvested
RSUs .”
a. Except as specifically provided
in this Agreement and subject to certain restrictions and
conditions set forth in the Plan, the Awarded Units shall be vested
as follows:
i.
percent ( %) of the total Awarded Units
shall vest on the first anniversary of the Date of Grant and become
Vested RSUs, provided the Participant is employed by (or if the
Participant is a Contractor or an Outside Director, is providing
services to) the Company or a Subsidiary on that date.
ii.
percent ( %) of the total Awarded Units
shall vest on the second anniversary of the Date of Grant and
become Vested RSUs, provided the Participant is employed by (or if
the Participant is a Contractor or an Outside Director, is
providing services to) the Company or a Subsidiary on that
date.
iii.
percent ( %) of the total Awarded Units
shall vest on the third anniversary of the Date of Grant and become
Vested RSUs, provided the Participant is employed by (or if the
Participant is a Contractor or an Outside Director, is providing
services to) the Company or a Subsidiary on that date.
iv.
percent ( %) of the total Awarded Units
shall vest on the fourth anniversary of the Date of Grant and
become Vested RSUs, provided the Participant is employed by (or if
the Participant is a Contractor or an Outside Director, is
providing services to) the Company or a Subsidiary on that
date.
Notwithstanding the foregoing, upon
the occurrence of (i) a Termination of Service within six
(6) months of a Change in Control, or (ii) a Termination
of Service due to death or Total and Permanent Disability, all
Unvested RSUs shall immediately become Vested RSUs.
b. Not later than two and a half
(2 1
/ 2 ) months
following the close of the calendar year in which the Awarded Units
vest in accordance with Section 3.a. above, the Company
shall convert the Vested RSUs into the number of whole shares of
Common Stock equal to the number of Vested RSUs, subject to the
provisions of the Plan and this Agreement and shall issue
certificates for the number of shares of Common Stock equal to the
Vested RSUs in the Participant’s name. Notwithstanding the
immediately preceding sentence, in the case of a distribution on
account of the Participant’s Termination of Service, other
than death, distribution on behalf of a “specified
employee,” as defined in Section 409A of the Code, shall
not occur until the date which is earlier of (i) six
(6) months following the date of said employee’s
“separation from service” (as such term is defined in
the Treasury Regulations promulgated under Section 409A of the
Code and any other guidance issued under Section 409A of the
Code); or (ii) the date of said employee’s death. From
and after the date of receipt of such shares, the Participant or
the Participant’s estate, personal representative or
beneficiary, as the case may be, shall have full rights of transfer
or resale with respect to such stock subject to applicable state
and federal regulations.
c. Except as otherwise provided in
Section 3.a. above, upon the Participant’s
Termination of Service for cause, the Participant shall be deemed
to have forfeited all of the Participant’s Unvested RSUs.
Except as otherwise provided in Section 3.a. above,
upon the Participant’s Termination of Service for any other
reason whatsoever, the Participant shall be deemed to have
forfeited all of the Participant’s Unvested RSUs except those
Unvested RSUs that would have vested within one (1) month of
the Termination of Service date. Upon forfeiture, all of the
Participant’s rights with respect to the forfeited Unvested
RSUs shall cease and terminate, without any further obligations on
the part of the Company.
4. Who May Receive Converted
Vested RSUs . During the lifetime of the Participant, the
Common Stock received upon conversion of Vested RSUs may only be
received by the Participant or his or her legal representative. If
the Participant dies prior to the date his or her Vested RSUs are
converted into shares of Common Stock as described in
Section 3 above, the Common Stock relating to such
converted Vested RSUs may be received by any individual who is
entitled to receive the property of the Participant pursuant to the
applicable laws of descent and distribution.
5. No Fractional Shares .
Vested RSUs may be converted only with respect to full shares, and
no fractional share of stock shall be issued.
6. Rights as Shareholder .
The Participant will have no rights as a shareholder with respect
to any shares covered by this Agreement until the issuance of
certificate for such shares in the Participant’s name with
respect to the Awarded Units. The Awarded Units shall be subject to
the terms and conditions of this Agreement regarding such shares.
Except as otherwise provided in Section 7 , hereof, no
adjustment shall be made for dividends of other rights for which
record date is prior to the registration of shares in the
Participant’s name.
7. Adjustment of Number of
Awarded Units and Related Matters . The number of Awarded Units
shall be subject to adjustment in accordance with Articles
11-13 of the Plan.
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