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ZULU ENERGY CORP. AMENDED
AND RESTATED 2008 EQUITY INCENTIVE PLAN
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FORM OF EXECUTIVE OFFICER RESTRICTED STOCK UNIT
AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT,
effective as of ____________, 2008 (the “Effective
Date”), is entered into by and among ZULU ENERGY CORP., a
Colorado corporation (together with its successors and assigns, the
“Company”), and _________ (“Grantee”).
Recitals
A. The Company and Grantee entered
into an employment agreement, effective as of _________ (the
“Employment Agreement”).
B. Pursuant to the Employment
Agreement, the Company agreed to credit Grantee with ___________
phantom stock units on the terms set forth in the Employment
Agreement and the Company agreed to adopt a phantom stock plan with
respect to such units.
C. The Company has adopted the
Zulu Energy Corp. Amended and Restated 2008 Equity Incentive Plan
(the “Plan”), which provides for Restricted Stock Units
(“RSUs”) as opposed to phantom stock units, and the
Company now desires to issue RSUs under the Plan to Grantee on the
terms set forth in this Agreement.
Agreement NOW, THEREFORE, intending
to be legally bound hereby, the parties agree as follows:
1. Definitions . In this Agreement, terms with
initial capitals that are not otherwise defined herein shall have
the meanings provided in the Plan. In addition to the other terms
that are defined herein, the following terms shall have the
meanings set forth below:
(a) “Agreement” means this Restricted Stock
Unit Agreement;
(b) “Common Stock” means the
common stock, $.001 par value per share, of the Company;
(c) “Disability” has the meaning ascribed to
that term in section 13(e) of the Employment Agreement; and
(d) “for cause” has the meaning ascribed to
that term in section 13(b)(ii) of the Employment Agreement.
2. Award of RSUs .
(a) Pursuant to the Plan, and subject to the terms and
conditions of this Agreement, the Company hereby grants to Grantee
________ RSUs as of the Effective Date. (b) Each
RSU represents the right to receive one share of Common Stock at
the time provided for in this Agreement. (c) Each
share of Common Stock issued in settlement of an RSU shall, on the
date delivered to Grantee pursuant to this Agreement, have been
properly registered and qualified for immediate resale by Grantee
under federal securities laws and all applicable state securities
or “blue sky” laws and shall have been listed for
trading on each stock exchange or similar market on which shares of
the Common Stock are traded. 3. Vesting .
The RSUs granted pursuant to this Agreement shall vest as follows:
(i) 40% of the RSUs (______ RSUs) shall vest on January 1, 2009;
(ii) 30% of the RSUs (_______ RSUs) shall vest on January 1, 2010;
and (iii) 30% of the RSUs (_______ RSUs) shall vest on January 1,
2011; provided, however , that if Grantee’s
employment with the Company is terminated by Grantee or the Company
for any reason (including as a result of Grantee’s death or
Disability) other than by the Company for cause in accordance with
section 13(b)(ii) of the Employment Agreement, all of the RSUs
granted pursuant to this Agreement that have not vested in
accordance with this Section 3 on or prior to the date of such
termination shall immediately become vested as of the date of such
termination; and provided further that if Grantee’s
employment with the Company is terminated by the Company for cause
in accordance with section 13(b)(ii) of the Employment Agreement,
any RSUs that have not vested in accordance with this Section 3 on
or prior to the date of such termination shall be forfeited by
Grantee as of the date of such termination. 4.
Settlement . Immediately upon vesting, each RSU shall become
payable and shall be settled in shares of Common Stock, and a
properly executed certificate or certificates with respect to which
shall be issued by the Company and delivered to Grantee on the date
of vesting; provided that if the Company is unable to
deliver shares of Common Stock that have been fully registered,
qualified and listed in accordance with Section 2(c) on such date,
then the Company shall settle such RSUs in cash (based on the Fair
Market Value of the Common Stock on the date of settlement), which
shall be paid to Grantee on the date of vesting. 2
5. Dividend Equivalents . Grantee
shall be entitled to receive cash payments (referred to as dividend
equivalents) equal to any cash dividends and other distributions
paid in cash with respect to shares of Common Stock. The amount of
each dividend equivalent payment shall equal the per share amount
of the applicable dividend or other distributi
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