Ex. 10.72
SYNTROLEUM
CORPORATION
2005 STOCK INCENTIVE PLAN
EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT
(“Agreement”), made as of the 20th day of
December 2007 (the “Grant Date”), evidences an
award by Syntroleum Corporation, a Delaware corporation (the
“Company”) to Richard L. Edmonson (the
“Grantee”) pursuant to the 2005 Stock Incentive Plan
(the ”Plan”). Capitalized terms used and not otherwise
defined herein shall have the meaning ascribed thereto in the
Plan.
1. Grant of Restricted Stock Award . Effective as of
the Grant Date, pursuant to Section 8 of the Plan, the Company
has awarded to the Grantee a Restricted Stock Award with respect to
one hundred thousand (100,000) shares of Common Stock, subject to
the conditions and restrictions set forth below and in the Plan
(the “Restricted Stock”).
2. Restrictions . The Restricted Stock granted
hereunder to the Grantee may not be sold, assigned, transferred,
pledged or otherwise encumbered from the Grant Date until the date
that the Grantee obtains a vested right to the shares (and the
restrictions thereon terminate) in accordance with the provisions
of this Section 2. Out of the Restricted Stock grant described
in Section 1, above, upon the completion of each of the
following events, as determined by the Nominating and Compensation
Committee of the Company’s Board of Directors (the
“Committee”) in its discretion:
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(a) |
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upon the execution of the Waiver
and Release pursuant to the Separation Agreement dated
December 20, 2007 between the Company and Grantee and the
expiration of the seven day revocation period, Grantee shall have a
vested right to thirty-three thousand (33,000) of the shares of
Restricted Stock; and
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(b) |
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upon the date of closing of all of
the financing for the construction of a plant of capacity to
produce of at least 3000 barrels per day of sales product (the
“Plant”), Grantee shall have a vested right to
thirty-three thousand (33,000) of the shares of Restricted Stock;
and
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(c) |
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upon the date of completion of
start-up operations and commencement of the Plant’s
commercial operations, Grantee shall have a vested right to the
remaining thirty-four thousand (34,000) of the shares of
Restricted Stock.
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Notwithstanding the
foregoing, Grantee shall have a vested right to all of the
Restricted Stock upon a Change in Control.
To the extent any of the
shares of Restricted Stock have not vested as of March 16,
2012, such unvested shares shall be forfeited.
The period of time
between the Grant Date and the date that the Grantee obtains a
vested right to the Restricted Stock shall be referred to herein as
the “Restricted Period” as to those shares. In the
event that any day on which the Grantee would otherwise obtain a
vested right to the Restricted Stock is a Saturday, Sunday or
holiday, the Grantee shall instead obtain that vested right on the
first business day immediately following such date.
3. Share Issuance . The Company will issue to Grantee
stock certificates evidencing the shares of Restricted Stock, which
certificates will be registered in the name of Grantee and will
bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to the Restricted Stock, substantially in
the following form:
The transferability of this certificate and the
shares of Common Stock represented hereby are subject to the terms,
conditions and restrictions (including forfeiture) contained in the
Employee Restricted Stock Award Agreement, effective as of
December 20, 2007, between Syntroleum Corporation and the
registered owner hereof. Copies of such Agreement are on file in
the offices of Syntroleum Corporation, 4322 South 49th West Avenue,
Tulsa, Oklahoma, 74107.
The certificates
evidencing the shares of Restricted Stock shall be held in custody
by the Company or, if specified by the Committee, by a third party
custodian or trustee, until the restrictions on such shares shall
have lapsed, and, as a condition of this award of Restricted Stock,
the Grantee shall deliver a stock power, duly endorsed in blank,
relating to the shares of Restricted Stock. Upon the vesting and
expiration of the restrictions as to any portion of the Restricted
Stock, the Company will cause a new certificate evidencing such
number of shares of Common Stock to be delivered to the Grantee, or
in the case of his death to his Beneficiary, free of the legend
regarding transferability; provided that the Company shall not be
obligated to issue any fractional shares of Common Stock.
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4. Beneficiary Designations . Pursuant to
Section 10 of the Plan, the Grantee shall file with the
Company on such form as may be prescribed by the Company, a
designation of one or more beneficiaries and, if desired, one or
more contingent beneficiaries (each referred to herein as a
“Beneficiary”) to whom shares of Common Stock otherwise
due the Grantee under the terms of this Agreement shall be
distributed in the event of the death of the Grantee. The Grantee
shall have the right to change the Beneficiary or Beneficiaries
from time to time; provided, however, that any change shall not
become effective until received in the Grantee’s handwriting
by the Committee. If there is no effective Beneficiary designation
on file at the time of the Grantee’s death, or if the
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