RESTRICTED STOCK AWARD AGREEMENT FOR
THE 1993 RESTRICTED STOCK AWARD PLAN
FOR
ALEXANDER ENERGY CORPORATION AND ITS SUBSIDIARIES
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement")
entered into as of this ____ day of _________, 1993, by and
between Alexander Energy Corporation, an Oklahoma corporation (the
"Company"), and ______________ (the "Participant");
W I T N E S S E T H:
WHEREAS, the Participant is a key management employee
or key professional employee of the Company; and
WHEREAS, the Company desires to encourage the
Participant to remain in the employ of the Company in the future; and
WHEREAS, the Board of Directors of the Company has
adopted the 1993 Restricted Stock Award Plan for Alexander Energy
Corporation and Its Subsidiaries (the "Plan"); and
WHEREAS, in consideration of the premises and the
mutual promises and covenants herein contained, the Company desires to
provide the Participant the opportunity to acquire shares of
voting common stock of the Company in exchange for the Participant's
performing future services for the Company.
NOW, THEREFORE, in consideration of the premises and
the mutual promises and covenants herein contained, the Participant
and the Company agree as follows:
1. The Plan. The Plan, a copy of which is attached
hereto as Exhibit A, is hereby incorporated by reference herein
and made a part hereof for all purposes, and when taken with this
Agreement shall govern the rights of the Participant and the
Company with respect to the Award.
2. Grant of Award. The Company hereby grants to the
Participant an award (the "Award") of ____________________
(_____) shares of Company common stock (the "Stock") on the terms and
conditions set forth herein and in the Plan.
3. Terms of Award.
(a) Vesting and Release of Shares. Certificates
representing the shares of Stock subject to the Award will be
issued in the name of the Participant and will be delivered to
__________________ as escrow agent (the "Agent"). Subject to the
terms of the Plan, the Participant shall be deemed vested and
entitled to receive the following number of the shares of Stock
within the Award promptly following the expiration of the
Anniversary Dates set forth below, provided (except as otherwise
provided in Articles V and VI of the Plan) that such Participant
has at all times remained in the full-time and continuous
employment of the Company or any of its Subsidiaries (as defined
in the Plan) for the entire twelve (12) month period immediately
preceding each applicable Anniversary Date:
Number of Shares of
Stock Within an Award
Anniversary Date To Be Distributed
June 30, 1994
June 30, 1995
June 30, 1996
June 30, 1997
June 30, 1998
June 30, 1999
Total
Except as provided in the Plan, in the event the
Participant terminates employment for any reason whatsoever prior
to an Anniversary Date, then, all remaining shares of Stock which
have not yet been distributed shall be absolutely forfeited and
the Participant shall have no further interest therein of any kind
whatsoever.
(b) Change of Control. Subject to the terms of
the Plan and notwithstanding the provisions of Paragraph 3(a) hereof,
the Participant shall be deemed vested and entitled to receive
all remaining shares of Stock which have not yet been distributed
upon a Change of Control of the Company, as such term is defined in
Article VI of the Plan.
4. Legends. The shares of Stock which are the
subject of the Award shall be subject to the following legend:
"THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO AND ARE TRANSFERRABLE ONLY IN ACCORDANCE
WITH THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR THE
1993 RESTRICTED STOCK AWARD PLAN FOR ALEXANDER ENERGY
CORPORATION AND ITS SUBSIDIARIES DATED THE ____ DAY OF
_______, 1993. ANY ATTEMPTED TRANSFER OF THE SHARES OF
STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF
SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A
COPY OF THE AGREEMENT MAY BE OBTAINED FROM THE
SECRETARY OF ALEXANDER ENERGY CORPORATION.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER
ANY STATE SECURITIES ACT. THE SHARES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS (1) THEY SHALL HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE
STATE SECURITIES ACT OR (2) ALEXANDER ENERGY CORPORATION
SHALL HAVE BEEN FURNISHED AND OPINION OF COUNSEL,
SATISFACTORY TO ALEXANDER ENERGY CORPORATION, THAT
REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS."
5. Delivery by the Agent. As promptly as is
practicable after the expiration of the appropriate distribution
dates specified in Paragraph 3(a) hereof or upon a Change of
Control of the Company as provided in Paragraph 3(b) hereof, the
Agent will deliver to the Participant a certificate or
certificates evidencing the number of shares of Stock to which he is
entitled. Such certificate(s) shall be issued in the Participant's name.
6. Nontransferability of Award. With respect to
unvested shares of Stock held by the Agent, the Participant shall
not have the right to sell, assign, transfer, convey, dispose,
pledge, hypothecate, burden, encumber or charge such unvested
shares of Stock or any interest therein in any manner whatsoever.
7. Notices. All notices or other communications
relating to the Plan and this Agreement as it relates to the
Participant shall be in writing, shall be deemed to have been
made if personally delivered in return for a receipt, or if mailed, by
regular U.S. mail, postage prepaid, by the Company to the
Participant at the following address:
or such other address as the Participant may advise the Company
in writing. The date of personal delivery shall be the date of
giving notice, or if made by mail in the manner prescribed above, notice
shall be deemed to have been given three (3) business days after
the date of mailing.
8. Binding Effect and Governing Law. This Agreement
shall be (i) binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and assigns except
as may be limited by the Plan and (ii) governed and construed under
the laws of the State of Oklahoma.
9. Captions. The captions of specific provisions of
this Agreement are for convenience and reference only, and in no
way define, describe, extend or limit the scope of this Agreement
or the intent of any provision hereof.
10. Counterparts. This Agreement may be executed in
any number of identical counterparts, each of which shall be deemed
an original for all purposes, but all of which taken together shall
form but one agreement.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.
"COMPANY" ALEXANDER ENERGY CORPORATION, an
Oklahoma corporation
By
President
"PARTICIPANT"
PARTICIPANT