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Exhibit 10.3
FORM OF
SEACOR HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
2007 SHARE INCENTIVE PLAN
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this
day _________
between SEACOR HOLDINGS INC., a Delaware corporation (the
"Company"), and
_________, residing at _________ (the "Grantee").
W I T N E S S E T H :
WHEREAS, Grantee is an officer or key employee of the Company or
one or more
subsidiaries or affiliates of the Company; and
WHEREAS, the Company desires to issue and grant to the Grantee,
and the Grantee
desires to accept, shares of the Company's common stock, $0.01
par value
("Common Shares"), upon the terms and subject to the conditions
herein set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein
contained, the parties hereto, intending to be legally bound,
hereby agree as
follows:
1. Grant of Restricted Stock. In recognition of the Grantee's
commitment to the
continued growth and financial success of the Company, the
Company hereby grants
to the Grantee _________ (restricted) Common Shares (the
"Restricted Stock").
Except as otherwise provided herein including, without
limitation, the
provisions of Paragraph 5 hereof, the Grantee shall have with
respect to the
Restricted Stock all of the rights of a holder of Common Shares,
including the
rights to receive dividends, if paid, and the right to vote the
Common Shares.
Simultaneously with the execution and delivery of this Agreement
by the parties
hereto, the Company shall deliver to the Grantee a stock
certificate (or
certificates) representing the shares of the Restricted Stock,
which
certificate(s) shall (a) be registered on the Company's stock
transfer books in
the name of the Grantee and (b) bear (in addition to any other
legends required
by applicable law) the following legend (or a legend
substantially similar
thereto):
"This certificate and the shares represented hereby are subject
to, and
shall be transferable only in accordance with, the provisions of
a certain
Restricted Stock Grant Agreement dated _________ between
_________ and SEACOR
HOLDINGS Inc."
2. Removal of Restricted Stock Legend. After shares of the
Restricted Stock
issued to the Grantee hereunder have become vested in accordance
with provisions
of this Agreement, promptly upon delivery of stock certificates
representing
such vested shares have been delivered by the Grantee to the
Company together
with a written request therefor, the Company shall cause the
transfer agent for
the Common Shares to issue separate certificates representing a)
the Common
Shares that are free of the restrictions set forth herein and
without the legend
referred to in Paragraph 1 hereof and b) the remaining unvested
Common Shares
bearing the legend referred to in Paragraph 1 hereof.
<PAGE>
3. Vesting.
A. Subject to the terms and conditions set forth herein,
including,
without limitation, the provisions of Paragraph 5 hereof,
beneficial
ownership without the restrictions set forth in Paragraph 1
hereof
("Beneficial Ownership") of the restricted stock shall vest in
the
Grantee as follows and in the respective dates herein set forth
(each
such date, or "Vesting Date"):
DATE NUMBER OF SHARES
---- ----------------
---- ----------------
---- ----------------
Notwithstanding the foregoing, Beneficial Ownership of all of
the
aforementioned shares of Restricted Stock shall vest
immediately,
without any action on the part of the Company (or its successor
as
applicable) or the Grantee if, prior to a Forfeiture hereinafter
(as
defined) by the Grantee pursuant to Paragraph 5 hereof, any of
the
following events occur:
(I) the death of the Grantee;
(II) the Retirement (as hereinafter defined) of the Grantee;
(III) the termination of the Grantee's employment with the
Company and/or its subsidiaries, as applicable, by the
Company (or applicable subsidiaries) without Cause (as
hereinafter defined); and
(IV) the occurrence of a Change-in-Control of the Company
(as
hereinafter defined).
B. As used in this Agreement, the following terms shall have
the
following respective meanings:
"Retirement" shall mean Grantee's formal retirement from
employment with the Company under acceptable circumstances as
determined
by the Committee in its sole discretion (which determination may
be
conditioned upon, among other things, the Grantee entering into
a
non-competition agreement with the Company).
"Cause" shall mean (i) fraud, embezzlement or gross
insubordination on the part of the Grantee or breach by the
Grantee of
his or her obligations under any Company policy or procedure;
(ii)
conviction of or the entry of a plea of nolo contendere by the
Grantee
for any felony; (iii) a material breach of, or the willful
failure or
refusal by the Grantee to perform and discharge, his or her
duties,
responsibilities or obligations, as an Grantee; or (iv) any act
of moral
turpitude or willful misconduct by the Grantee which (A) is
intended to
result in substantial personal enrichment of the Grantee at the
expense
of the Company or any of its subsidiaries or affiliates or (B)
has a
2
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material adverse impact on the business or reputation of the
Company, or
any of its subsidiaries or affiliates.
"Change-in-Control" of the Company shall be deemed to have
occurred upon
any of the following events:
(I) A change in control of the direction and administration
of the Company's business of a nature that would be
required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the
Exchange Act; or
(II) During any period of two (2) consecutive years, the
individuals who at the beginning of such period
constitute the Company's Board of Directors or any
individuals who would be "Continuing Directors" (as
hereinafter defined) cease for any reason to constitute
at least a majority thereof; or
(III) The Company's Common Stock shall cease to be publicly
traded; or
(IV) The Company's Board of Directors shall approve a sale
of
all or substantially all of the assets of the Company,
and such transaction sha
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