Exhibit 10.2
T-3 ENERGY SERVICES, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this
“Agreement”) is made and entered into by and between
T-3 Energy Services, Inc., a Delaware corporation (the
“Company”), and
(“Grantee”), effective as of the grant date shown in
Appendix A attached hereto pursuant to the T-3 Energy
Services, Inc. 2002 Incentive Plan (the “Plan”). The
Plan is incorporated by reference herein in its entirety.
Capitalized terms not otherwise defined in this Agreement shall
have the meaning given such terms as defined in the Plan.
WHEREAS, Grantee is an employee of
the Company and in connection with such employment, the Committee
on behalf of the Company has authorized a grant to Grantee a number
of restricted shares of the Company’s common stock, par value
$.001 per share (the “Common Stock”), in the amount
indicated on Appendix A and which is pursuant to and shall be
subject to the terms and conditions of this Agreement and the Plan,
with a view to increasing Grantee’s interest in the
Company’s welfare and growth; and
WHEREAS, Grantee desires to receive
shares of the Common Stock as Restricted Stock pursuant to this
Agreement in connection with his employment.
NOW, THEREFORE, in consideration of
the premises, mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Grant of
Common Stock .
Subject to the restrictions,
forfeiture provisions and other terms and conditions set forth
herein (a) the Company hereby grants to Grantee the number of
shares of Common Stock (“Restricted Shares”) as set out
in Appendix A hereto, and (b) subject to the terms
hereof, Grantee shall have and may exercise rights and privileges
of ownership of such Restricted Shares, including, without
limitation, the voting rights of such shares and the right to
receive dividends declared in respect thereof. This Agreement and
the grant of Restricted Shares are subject to administration by and
the rules and procedures established by the Committee under the
Plan.
2. Transfer
Restrictions; Vesting .
Grantee shall not sell, assign,
transfer, exchange, pledge, encumber, gift, devise, hypothecate or
otherwise dispose of (collectively, “Transfer”) any
Restricted Shares prior to their vesting in accordance with the
Vesting Dates set out in Appendix A. Further, even after such
Restricted Shares become vested, such vested Restricted Shares may
not be sold or otherwise disposed of in any manner which would
constitute a violation of any applicable federal or state
securities laws or other applicable law, rules of any exchange on
which the Company’s securities are traded or listed, or
Company rules or policies as determined by Company in its sole
discretion. Restricted Shares shall vest as of each of the Vesting
Dates set out in Appendix A
provided
that Grantee remains employed with the Company through the Vesting
Date, except as may otherwise be provided herein.
3. Vesting in
Certain Circumstances . Notwithstanding the provisions in
Section 2, on the date immediately preceding the date of a
change in control (as defined in Grantee’s employment
agreement with the Company (the “Employment
Agreement”), or (b) upon a termination of
Grantee’s employment by the Company pursuant to
Section 9 of the Employment Agreement, the Restricted Shares
shall be 100% vested.
4.
Forfeiture .
(a) Termination of
Service. If Grantee’s employment with the Company is
terminated by the Company for cause (as defined in the Employment
Agreement) or upon Grantee’s voluntary retirement or
resignation (but specifically excluding any termination resulting
from Grantee’s death or disability) then Grantee shall
immediately forfeit all Restricted Shares which are unvested unless
the Committee, in its sole discretion, determines that any or all
of such unvested Restricted Shares shall not be so forfeited.
(b) Forfeited Shares .
Any Restricted Shares forfeited under this Section 4 shall
automatically revert to the Company and become canceled and such
shares shall be again subject to the Plan. Any certificate(s)
representing Restricted Shares which include forfeited shares shall
only represent that number of Restricted Shares which have not been
forfeited hereunder. Upon the Company’s request, Grantee
agrees for himself and any other holder(s) to tender to the Company
any certificate(s) representing Restricted Shares which include
forfeited shares for a new certificate representing the unforfeited
number of Restricted Shares.
5. Issuance of
Certificate .
(a) The Company shall
cause to be issued a stock certificate, registered in the name of
the Grantee, evidencing the Restricted Shares upon receipt of a
stock power duly endorsed in blank with respect to such shares.
Each such stock certificate shall bear the
