1993 RESTRICTED STOCK AWARD PLAN
FOR
ALEXANDER ENERGY CORPORATION AND ITS SUBSIDIARIES
ARTICLE I
Purpose
The purpose of the 1993 Restricted Stock Award Plan for
Alexander Energy Corporation and Its Subsidiaries ("Plan") shall be
to attract, retain and motivate key management employees and key
professional employees of Alexander Energy Corporation ("Company")
and its subsidiaries by providing additional compensation to such
employees ("Participants") for future services by way of issuing to
such Participants common stock of the Company subject to certain
restrictions as provided in this Plan ("Restricted Stock"). Under
the Plan, subsidiaries are corporations of which 80% or more of the
outstanding voting stock is owned by the Company, and which are
herein referred to as "Subsidiary" or "Subsidiaries."
ARTICLE II
Administration of the Plan
The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors ("Board") of
the Company and consisting of not less than two members of the
Board. The members of the Committee shall serve at the pleasure
of the Board, and such members shall be ineligible to participate
under the Plan during their service as members of the Committee.
Committee membership shall be limited to only those members of the
Board who have not, during the year preceding their appointment,
been granted or awarded any "equity securities" (as such term is
defined in Rule 16a-1(d) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) pursuant to the Plan
or any other plan of the Company or any of its affiliates except
for participation in plans permitted by Rule 16a-3(c)(2)(i)
promulgated under the Exchange Act (or any successor rule). The
Committee shall have the power where consistent with the general
purpose and intent of the Plan (a) to establish policies and to
adopt rules and regulations for carrying out the purposes and
provisions of the Plan; (b) to interpret and construe the Plan and
determine all questions arising under the Plan and any agreement
made pursuant to the Plan, and any such interpretation,
construction or determination made by the Committee shall be final,
binding and conclusive; (c) to determine the number of shares of
Restricted Stock to be issued to each Participant; (d) to determine
the time or times when Restricted Stock will be issued to each
Participant; (e) to determine the conditions and restrictions under
which Restricted Stock may be issued to each Participant; and (f)
to prescribe the form of the instruments relating to the issuance
and other terms of any Restricted Stock. A majority of the
Committee shall constitute a quorum, and an act of the majority of
the members present at any meeting at which a quorum is present
shall be the act of the Committee.
ARTICLE III
Participation in the Plan
The Committee shall determine from time to time those
Participants of the Company or a Subsidiary who are to be issued
Restricted Stock.
ARTICLE IV
Shares Subject to the Plan
Shares of common stock subject to issuance under this
Plan shall not exceed in the aggregate Five Hundred Thousand
(500,000) shares of the common stock of the Company. Either
authorized and unissued shares or treasury shares may be delivered
pursuant to the Plan. If any Restricted Stock issued to a
Participant is forfeited as provided in this Plan, the Committee
may issue such Restricted Stock to other Participants.
ARTICLE V
Terms of Awards of Restricted Stock
Each award of Restricted Stock ("Award") shall be in
writing and shall contain such terms, restrictions and conditions
as the Committee may determine, which terms, restrictions and
conditions may or may not be the same in each case, subject to the
following.
The Committee shall determine the number of shares of
Restricted Stock represented by an Award and the number of shares
of Restricted Stock which shall vest, if any, on each anniversary
date ("Anniversary Date") applicable to such Award.
The Committee shall cause the Company to deliver a
certificate or certificates to the escrow agent (appointed pursuant
to Article VIII) registered in the name of the Participant
representing the total number of shares of Restricted Stock
represented by his Award and a copy of the written instrument
relating to such Award. Any such certificate(s) shall be legended
to indicate that the shares of Restricted Stock represented thereby
are subject to the terms and conditions of the Award and the Plan.
All shares of Restricted Stock held by the escrow agent shall
constitute issued and outstanding shares of common stock of the
Company for all corporate purposes, and the Participant shall
receive all cash dividends thereon and have the right to vote such
shares provided that the right to receive such dividends and to
vote such shares shall forthwith terminate with respect to unvested
shares of Restricted Stock of any Participant whose Award has been
forfeited as provided in this Plan. While such shares are held in
escrow and until such shares have vested, the Participant for whose
benefit such shares are held, shall not have the right to encumber
or otherwise charge, sell, assign, transfer, pledge or otherwise
dispose of such unvested shares of Restricted Stock or any interest
therein, and such unvested shares of Restricted Stock shall not be
subject to attachment or any other legal or equitable process
brought by or on behalf of any creditor of such Participant; and,
any such attempt to attach or seize such shares in violation of
this Plan shall be null and void. As such shares shall vest from
time to time in the Participant in accordance with his Award, the
escrow agent shall deliver to such Participant or his respective
beneficiary certificates representing such vested shares. As a
condition precedent to delivering a certificate representing shares
of Restricted Stock covered by an Award to the escrow agent, the
Committee may require the Participant to deliver to the escrow
agent a duly executed irrevocable stock power or powers (in blank)
covering such shares represented by such certificate.
Certificates representing unvested shares of Restricted
Stock held by the escrow agent for the benefit of any Participant
whose Award (to the extent then unvested) have been forfeited shall
be returned (together with the related stock power) by the escrow
agent to the Company.
Upon termination of employment of the Participant with
the Company or any of its affiliates, any Award previously made to
such Participant shall automatically be forfeited as of the date of
such termination to the extent of any then unvested shares of
Restricted Stock subject to such Award; provided, in the case of
the termination of the employment of the Participant with the
Company or any of its affiliates due to death, disability or
retirement (at normal or early retirement age) under any retirement
plan maintained by the Company or any of its affiliates, or for any
other reason specifically approved by the Committee (at any time),
and not due to termination for cause, the employment of such
Participant with the Company or any of its affiliates shall be
deemed to have terminated on the first Anniversary Date following
the date such disability or retirement or such other approved
termination occurred, and, accordingly, any shares of Restricted
Stock held for the benefit of such Participant by the escrow agent
shall vest as permitted pursuant to the terms of the Award as of
such Anniversary Date.
No provision in this Plan or in any Award hereunder shall
confer on any Participant any right to continue his employment or
interfere in any way with the right of his employer to terminate
his employment at any time.
Participants may be granted more than one award. The
granting of an Award shall not affect any outstanding award
previously made to the Participant under the Plan.
The Company may require from the Participant, and such
Participant shall pay to the Company, any required state and
federal withholding taxes which (i) are due on any dividends paid
on the Restricted Stock which is treated as compensation for
federal income tax purposes or (ii) arise on the date the
Participant is entitled to delivery of such Restricted Stock after
becoming vested therein.
The Company shall have no liability to issue any
Restricted Stock hereunder unless such Restricted Stock and
issuance thereof comply with any applicable federal or state
securities laws or any other applicable laws.
ARTICLE VI
Change of Control
In the event that a Change of Control (as defined herein)
has occurred with respect to the Company, any and all ISO Options
and Stock Options become automatically fully vested and immediately
exercisable with such acceleration to occur without the requirement
of any further act by either the Company or the Participant. For
the purposes of this section, the term "Change of Control" shall
mean:
(a) The acquisition in a transaction or a series of
transactions by any person, entity or "group," within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for
this purpose, any employee benefit plan of the Company or its
subsidiaries which acquires beneficial ownership of voting
securities of the Company with the approval of a majority of the
Incumbent Board (as defined below)) of beneficial ownership,
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 30% or more of either the then outstanding shares of common
stock or the combined voting power of the Company's then
outstanding voting securities; provided, however, that any
acquisition of beneficial ownership of common stock or voting
securities of the Company which would otherwise come within this
section shall not be deemed to be a change of control if a majority
of the Incumbent Board determines (either before or within twenty
(20) business days after such acquisition) that such acquisition
has not caused a "change of control" to occur; provided further, if
acquisition of securities as described in this section is 40% or
more, such acquisition shall be deemed to be a "change of control"
and the Board shall have no right to make a determination that a
"change of control" has not occurred.
(b) Individuals who, as of the date hereof, constitute
the Board of Directors of the Company (as of the date hereof the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
a majority of the directors comprising the Incumbent Board (other
than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall be, for purposes of this
Agreement, considered as though such person were a member of the
Incumbent Board; or
(c) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case, with respect
to which the stockholders of the Company do not, immediately
thereafter, own more than 50% of the combined voting power of the
reorganized, merged or consolidated company's then outstanding
voting securities, or a liquidation or dissolution of the Company
or the sale of all or substantially all of the assets of the
Company.
ARTICLE VII
Adjustment on Recapitalization
In case of a stock split, stock dividend or other change
in the common stock of the Company, the Committee shall make such
adjustment, if any, as it deems appropriate in the number or kind
of shares of common stock of the Company which remain available
under the Plan for further Awards. Unvested shares of Restricted
Stock held by the escrow agent for the benefit of a Participant
shall participate in any of such events to the same extent as any
other issued and outstanding shares of common stock of the Company,
but appropriate adjustments, if required, shall be made by the
Committee, so that after giving effect to the occurrence of any of
such events, the escrow agent shall continue to hold such unvested
shares and/or any other securities delivered in respect thereof for
the benefit of such Participant to the extent practicable upon the
same terms and conditions of this Plan and of his Award.
ARTICLE VIII
Escrow Agent
An escrow agent shall be appointed by the Committee for
such period and upon such terms and conditions as the Committee
deems appropriate. The Committee shall have the power to remove
any person from the position of escrow agent and to appoint
substitute or successor escrow agents. The fees and expenses of
the escrow agent shall be paid by the Company. The escrow agent
shall not incur liability for any action taken pursuant to the Plan
or any Award made thereunder so long as the escrow agent acts in
good faith in accordance with the instructions of the Committee.
ARTICLE IX
Amendment and Termination of the Plan
The Plan shall terminate on May 18, 2003; provided, the
Plan shall continue with respect to Awards previously made and
which are in effect as of such date. Prior to any such
termination, the Plan may be terminated, altered, changed, modified
or amended by the Committee for any reason including but not
limited to the necessity of modifying requirements of the Plan to
conform with the law or to meet special circumstances not
anticipated or covered by the Plan. No amendment, modification or
termination of the Plan shall in any manner adversely affect any
Award theretofore made without the consent of the affected
Participant.
ARTICLE X
Effective Date
This Plan will be effective upon approval by the holder
of a majority of the common stock of the Company present, or
represented, and entitled to vote at a meeting called for such
purpose, and shall continue until terminated as provided herein.