Exhibit 10.64
SYNTROLEUM CORPORATION
2005 STOCK INCENTIVE PLAN
EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
THIS
AGREEMENT (“Agreement”), made as of the 24th day of
April 2007 (the “Grant Date”), evidences an award
by Syntroleum Corporation, a Delaware corporation (the
“Company”) to Gary Roth (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
five hundred thousand (500,000) 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. Provided that the Grantee has been in continuous
service as an employee since the Grant Date as of the date the
relevant portion of the Restricted Shares are scheduled to vest,
the Grantee shall have a vested right to a number of shares, as
described below, out of the Restricted Stock grant described in
Section 1, above, upon the completion of each of the following
events, as determined by the Committee in its discretion:
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(a) |
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upon the date of execution of
definitive agreements for the provision of feedstock to and
creation of a venture to construct and operate a plant of capacity
to produce of at least 3000 barrels per day of sales product (the
“Plant”) with an entity previously agreed between
Grantee and the Company, Grantee shall have a vested right to one
hundred thousand (100,000) of the shares of Restricted Stock;
and
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(b) |
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upon the date of closing of the
financing for the construction of the Plant, Grantee shall have a
vested right to one hundred thousand (100,000) of the shares of
Restricted Stock; and
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(c) |
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upon the date of the
groundbreaking of the above Plant’s construction, Grantee
shall have a vested right to an additional one hundred thousand
(100,000) of the shares of Restricted Stock; and
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1
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(d) |
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upon the date of completion
start-up operations and commencement of the Plant’s
commercial operations, Grantee shall have a vested right to the
remaining two hundred thousand (200,000) of the shares of
Restricted Stock.
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Notwithstanding the foregoing:
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(a) |
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Grantee shall have a vested right
to all of the Restricted Stock upon a termination of
Grantee’s service as an employee due to death, disability or
retirement; or as terminated by Employee for ‘Good
Reason” and
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(b) |
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Grantee shall have a vested right
to all of the Restricted Stock upon a Change in Control
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To
the extent any of the shares of Restricted Stock have not vested as
of March 16, 2017, such unvested shares shall be forfeited.
“Good Reason” shall be as defined in the
Grantee’s Employment Agreement with the Company dated
April 24, 2007.
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. Authorized
leaves of absence from the Company shall not constitute a
termination of employment for purposes of this Agreement. For
purposes of this Agreement, an authorized leave of absence shall be
an absence while Grantee is on military leave, sick leave, or other
bona fide leave of absence so long as Grantee’s right to
employment with the Company is guaranteed by statute, contract, or
company policy. Whether the Grantee’s employment terminates
due to “disability” or “retirement” for
purposes of this Agreement will be determined by the Nominating and
Compensation Committee of the Company’s Board of Directors
(the “Committee”) in its discretion.
3.
Forfeiture . If Grantee’s employment terminates under
circumstances other than those provided in Section 2 prior to
all or a portion of the Restricted Stock having become vested
pursuant to the provisions of Section 2, the Grantee shall
forfeit all right to the Restricted Stock which has not yet vested
as of the date of termination of employment. Such forfeiture shall
apply to Beneficiaries (as defined below) as well as the
Grantee.
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4.
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 March ___, 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 th
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