|
Exhibit
10.2
UNION DRILLING,
INC.
RESTRICTED STOCK UNIT
AGREEMENT
This Restricted Stock Unit
Agreement (“Agreement”) is dated as of June 10,
2008 (the “Grant Date”), between Union Drilling, Inc.,
a Delaware corporation (the “Company”) and Christopher
D. Strong (the “Grantee”).
WHEREAS, the Company has
adopted, and its stockholders have approved, the Amended and
Restated 2005 Stock Incentive Plan (the “Plan”),
pursuant to which the Company may grant Restricted Stock Units
(“RSUs”), relating to shares of its Common Stock, $0.01
par value per share (the “Common Stock”);
and
WHEREAS, the Company desires
to grant to the Grantee the number of RSUs provided for herein so
as to encourage Grantee’s efforts toward the continuing
success of the Company.
NOW, THEREFORE, in
consideration of the recitals and the mutual agreements herein
contained, the parties hereto agree as follows. Capitalized terms
not otherwise defined in this Agreement shall have the meanings
specified in the Plan.
Section 1. Grant of Restricted
Stock Unit Award.
(a) Grant of Restricted
Stock Unit . The Company hereby grants to the Grantee 200,000
Restricted Stock Units on the terms and conditions set forth in
this Agreement, and as otherwise provided in the Plan, and based
upon Grantee’s satisfaction of the vesting criteria set forth
in Section 2(b) below and, if applicable, the performance
criteria set forth in Exhibit A hereto.
(b) Incorporation of
Plan . The RSUs granted under this Agreement and the provisions
of this Agreement are subject to the provisions of the Plan, the
terms of which are incorporated herein by this reference. In the
event of any inconsistency between the provisions of this Agreement
and the Plan, the Plan shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to them in the
Plan. The Committee shall have final authority to interpret and
construe the Plan and this Agreement and to make any and all
determinations thereunder, and its decision shall be binding and
conclusive upon the Grantee and his/her legal representative in
respect of any questions arising under the Plan or this
Agreement.
Section 2. Terms and Conditions
of Award.
The grant of RSUs provided in
Section 1(a) shall be subject to the following terms,
conditions and restrictions:
(a) Restrictions .
Neither any of the RSUs subject to this Award, nor any interest
therein, may be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of, prior
to the vesting and settlement thereof in
accordance with the terms of this Award. Any attempt to transfer,
assign, pledge, or otherwise dispose of this Award or any right or
privilege conferred by this Agreement, contrary to the provisions
hereof, shall be null and void.
(b) Vesting
.
(i) Provided that
(A) the performance-based vesting conditions set forth on
Exhibit A are satisfied on or as of the end of any fiscal
quarter prior to the relevant vesting date identified in this
Section and (B) the Grantee remains in continuous service as
an Employee, Officer or Director from the Grant Date to the
relevant vesting date, and unless vesting occurs earlier pursuant
to subsections (ii) and (iii) below, 25% of the RSUs
(rounded to the nearest whole unit) granted hereunder shall vest
and become nonforfeitable on each of the fifth anniversary and
sixth anniversary of the Grant Date and the remaining 50% of the
RSUs granted hereunder shall vest and become nonforfeitable on the
seventh anniversary of the Grant Date.
(ii) Notwithstanding
subsection (i) above, vesting of any then unvested RSUs shall
occur on the first to occur of the following dates without regard
to the conditions set forth on Exhibit A ; provided the
Grantee continues to serve as an Employee, Officer or Director from
the Grant Date to such date that:
(A) the Grantee terminates
serving as an Employee, Officer or Director due to Disability;
or
(B) the Grantee terminates
serving as an Employee, Officer or Director due to
death.
(iii) The Committee may in
its discretion accelerate the vesting of all or any portion of any
outstanding unvested RSUs prior to the expiration of the periods
provided in subsection (b)(i) above without regard to the
conditions set forth on Exhibit A .
(iv) All vested RSUs shall be
settled or paid in accordance with Section 2(e).
(c) Cessation of
Service . In the event that the Grantee’s service as an
Employee, Officer or Director ceases prior to vesting of any
portion of the RSUs granted hereunder, except if such services
cease for the reasons described in Sections 2(b)(ii)(A) and
2(b)(ii)(B), all unvested RSUs held by the Grantee shall be
immediately forfeited as of the date of such cessation of service
unless the Committee shall determine otherwise. RSUs forfeited
pursuant to this Section 2(c) shall be forfeited without
payment of any consideration by the Company, and neither the
Grantee nor any of the Grantee’s successors, heirs, assigns
or personal representatives shall thereafter have any further
rights or interests in such forfeited RSUs.
(d) Income Taxes . The
Grantee shall pay to the Company promptly upon request, and in any
event at the time the Grantee recognizes taxable income in respect
of the RSUs, an amount equal to the taxes the Company determines it
is required to withhold under applicable tax laws with respect to
the RSUs. Such payment shall be made in the form of cash, shares of
Common Stock, which may be withheld from the shares of Common Stock
otherwise deliverable upon settlement of this Award, or in a
combination of such methods.
2
(e) Settlement . Any
RSUs becoming nonforfeitable in accordance with Sections 2(b) or
2(c) above shall be settled promptly thereafter, but in no event
later than 75 days after the end of the calendar year in which the
applicable vesting date occurs. Payment shall be made in cash or
shares of Common Stock, or any combination thereof, as determined
by the Committee in its sole discretion.
If at the time of any
settlement of RSUs, the tax deduction normally available to the
Company as a result of the settlement of RSUs in accordance with
this Section 2(e) would be limited by Section 162(m) of
the Code, such RSUs shall not be settled on such date, but shall be
settled in the earliest tax year in which the Committee determines
that a tax deduction arising from such settlement would not be
limited by Section 162(m). In applying the deduction limit of
Section 162(m), the Committee shall first apply any limitation
of deductibility, and settlement, in reverse order to the date on
which the RSU first became vested, i.e. RSUs more recently vested
shall be considered deductible before RSUs vested in earlier
periods.
(f) Legal Compliance .
Shares of Common Stock delivered pursuant to Section 2(e) may,
at the election of the Company, be either authorized and unissued
shares, or shares previously issued and reacquired by the Company.
The Company shall not be required to is
| 
