Exhibit 10.2
FORM OF ENDEAVOUR INTERNATIONAL CORPORATION
2004 INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this "AGREEMENT") is made and entered
into by and between ENDEAVOUR INTERNATIONAL CORPORATION, a Nevada corporation
f/k/a Continental Southern Resources, Inc. (the "COMPANY") and ____________, an
individual ("GRANTEE") on the ____ day of ________, 20__ (the "GRANT DATE"),
pursuant to the Company's 2004 Incentive Plan (the "PLAN"). The Plan is
incorporated by reference herein in its entirety. Capitalized terms not
otherwise defined in this agreement shall have the meaning given to such terms
in the Plan.
WHEREAS, Grantee is an employee of the Company, and in connection
therewith, the Company desires to grant to Grantee ________ shares of the
Company's common stock, par value $.001 per share (the "COMMON STOCK"), subject
to the terms and conditions of this Agreement, with a view to increasing
Grantee's interest in the Company's welfare and growth; and
WHEREAS, Grantee desires to have the opportunity to be a holder of shares
of the Company's Common Stock subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. GRANT OF COMMON STOCK. Subject to the restrictions, forfeiture
provisions and other terms and conditions set forth herein (i) the Company
grants to Grantee _______ shares of Common Stock ("RESTRICTED SHARES"),
and (ii) Grantee shall have and may exercise all rights and privileges of
ownership of such shares, including, without limitation, the voting rights
of such shares and the right to receive any dividends declared in respect
thereof.
2. TRANSFER RESTRICTIONS.
(a) Generally. Grantee shall not sell, assign, transfer,
exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose
of (collectively, "TRANSFER") any Restricted Shares. The transfer
restrictions imposed by this Section 2 shall lapse as to 100% percent of
the Restricted Shares ________ __, 20__; provided, however, that, subject
to Section 3, Grantee then is, and continuously since the Grant Date has
been, an employee of the Company. The Restricted Shares as to which such
restrictions so lapse are referred to as "VESTED SHARES."
(b) Dividends, etc. If the Company (i) declares a dividend or
makes a distribution on Common Stock in shares of Common Stock, (ii)
subdivides or reclassifies outstanding shares of Common Stock into a
greater number of shares of Common Stock
or (iii) combines or reclassifies outstanding shares of Common Stock into
a smaller number of shares of Common Stock, then the number of shares of
Grantee's Common Stock subject to the transfer restrictions of this
Section 2 shall be proportionately increased or reduced so as to prevent
the enlargement or dilution of Grantee's rights and duties hereunder. The
determination of the Company's Board of Directors regarding such
adjustments shall be final and binding.
(c) Extraordinary Transactions. If there is a Change in
Control of the Company (as defined in the Plan), the transfer restrictions
of this Section 2 shall automatically cease as of the effective date of
such Change in Control, and all the Restricted Shares shall thereafter be
100% vested.
3. FORFEITURE.
(a) Termination of Employment. If Grantee's employment with
the Company is terminated by the Company or Grantee for any reason, then
Grantee shall immediately forfeit all Restricted Shares which are not
Vested Shares unless the Committee, in its discretion, determines that any
or all of such Restricted Shares shall not be so forfeited.
(b) Forfeited Shares. All shares of Common Stock forfeited
hereunder automatically shall revert to the Company and become canceled.
Any certificate(s) representing Restricted Shares which include forfeited
shares shall only represent that number of Restricted Shares which have
not been forfeited hereunder. Upon the Company's request, Grantee agrees
for himself and any other holder(s) to tender to the Company any
certificate(s) representing Restricted Shares which include forfeited
shares for a new certificate representing the unforfeited number of
Restricted Shares.
4. ISSUANCE OF CERTIFICATE.
(a) The Restricted Shares may not be Transferred until they
become Vested Shares. Further, the Vested Shares may not be sold or
otherwise disposed of in any manner which would constitute a violation of
any applicable federal or state securities laws in the opinion of counsel
satisfactory to the Company. The Company shall cause to be issued a stock
certificate, registered in the name of the Grantee, evidencing the
Restricted Shares upon receipt of a stock power duly endorsed in blank
with respect to such shares. Each such stock certificate shall bear the
following legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the restrictions,
terms and conditions (including forfeiture and restrictions
against transfer) contained in the Restricted Stock Agreement
entered into between the registered owner of such shares and
Endeavour International Corporation. A copy of the Plan and
Agreement are on file in the office of the Secretary of
Endeavour International Corporation at 1000 Main Street, Suite
3300, Houston, Texas 77002.
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Such legend shall not be removed from the certificate evidencing Restricted
Shares until such time as the restrictions imposed by Section 2 hereof have
lapsed.
(b) The Certificate issued pursuant to this Section 4,
together with the stock powers relating to the Restricted Shares evidenced
by such certificate, shall be held by the Company. The Company shall issue
to the Grantee a receipt evidencing the certificates held by it which are
registered in the name of the Grantee.
(c) As purchase consideration for the transfer of the Vested
Shares, Grantee shall pay to Company an amount equal to the par value of
each Vested Share. If the Employee fails to do so, the Company may
withhold such amount due in the same manner as for tax withholding
pursuant to Section 1 hereof before the Vested Shares are transferred to
Grantee without restrictions.
5. TAX REQUIREMENTS.
(a) Tax Withholding. The Company shall have the power and the
right to deduct or withhold, or require the Participant to remit to the
Company, an amount sufficient to satisfy federal, state, and local taxes,
domestic or foreign, required by law or regulation to be withheld with
respect to any taxable event arising as a result of the Plan and this
Agreement.
(b) Share Withholding. With respect to tax withholding
required upon any taxable event arising as a result of this Agreement,
Participant may elect, subject to the approval of the Committee in its
discretion, to satisfy the withholding requirement, in whole or in part,
by having the Company withhold Shares having a Fair Market Value on the
date the tax is to be determined equal to the statutory total tax which
could be imposed on the transaction. All such elections shall be made in
writing, signed by the Participant, and shall be subject to any
restrictions or limitations that the Committee, in its discretion, deems
appropriate. Any fraction of a Share required to satisfy such obligation
shall be disregarded and the amount due shall instead be paid in cash by
the Participant.
6. MISCELLANEOUS.
(a) Certain Transfers Void. Any purported Transfer of shares
of Common Stock in breach of any provision of this Agreement shall be void
and ineffectual, and shall not operate to Transfer any interest or title
in the purported transferee.
(b) No Fractional Shares. All provisions of this Agreement
concern whole shares of Common Stock. If the application of any provision
hereunder would yield a fractional share, such fractional share shall be
rounded down to the next whole share if it is less than 0.5 and rounded up
to the next whole share if it is 0.5 or more.
(c) Not an Employment or Service Agreement. This Agreement is
not an employment agreement, and this Agreement shall not be, and no
provision of this
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Agreement shall be construed or interpreted to create (i) any employment
relationship between Grantee and the Company, its affiliates, its parent,
subsidiaries or any of their affiliates, or (ii) any agreement by the
Company to continue the directorship of the Grantee for any time period.
(d) DISPUTE RESOLUTION.
(i) Arbitration. All disputes and controversies of every kind and
nature between any parties hereto arising out of or in connection with
this Agreement or the transactions described herein as to the
construction, validity, interpretation or meaning, performance,
non-performance, enforcement, operation or breach, shall be submitted
to arbitration pursuant to the following procedures:
(1) After a dispute or controversy arises, any party may, in
a written notice delivered to the other parties to the dispute,
demand such arbitration. Such notice shall designate the name of the
arbitrator (who shall be an impartial person) appointed by such
party demanding arbitration, together with a statement of the matter
in controversy.
(2) Within 30 days after receipt of such demand, the other
parties shall, in a written notice delivered to the first party,
name such parties' arbitrator (who shall be an impartial person). If
such parties fail to name an arbitrator, then the second arbitrator
shall be named by the American Arbitration Association (the "AAA").
The two arbitrators so selected shall name a third arbitrator (who
shall be an impartial person) within 30 days, or in lieu of such
agreement on a third arbitrator by the two arbitrators so appointed,
the third arbitrator shall be appointed by the AAA. If any
arbitrator appointed hereunder shall die, resign, refuse or become
unable to act before an arbitration decision is rendered, then the
vacancy shall be filled by the method set forth in this Section for
the original appointment of such arbitrator.
(3) Each party shall bear its own arbitration costs and
expenses. The arbitration hearing shall be held in Houston, Texas at
a location designated by a majority of the arbitrators. The
Commercial Arbitration Rules of the American Arbitration Association
shall be incorporated by reference at such hearing and the
substantive laws of the State of Texas (excluding conflict of laws
provisions) shall apply.
(4) The arbitration hearing shall be concluded within ten
(10) days unless otherwise ordered by the arbitrators and the
written award thereon shall be made within fifteen (15) days after
the close of submission of evidence. An award rendered by a majority
of the arbitrators appointed pursuant to this Agreement shall be
final and binding on all parties to the proceeding, shall resolve
the question of costs of the
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arbitrators and all related matters, and judgment on such award may
be entered and enforced by either party in any court of competent
jurisdiction.
(5) Except as set forth in Section 6(d)(ii), the parties
stipulate that the provisions of this Section shall be a complete
defense to any suit, action or proceeding instituted in any federal,
state or local court or before any administrative tribunal with
respect to any controversy or dispute arising out of this Agreement
or the transactions described herein. The arbitration provisions
hereof shall, with respect to such controversy or dispute, survive
the termination or expiration of this Agreement.
No party to an arbitration may disclose the existence or results of any
arbitration hereunder without the prior written consent of the other
parties; nor will any party to an arbitration disclose to any third party
any confidential information disclosed by any other party to an
arbitration in the course of an arbitration hereunder without the prior
written consent of such other party.
(ii) Emergency Relief. Notwithstanding anything in this Section
6(d) to the contrary, any party may seek from a court any provisional
remedy that may be necessary to protect any rights or property of such
party pending the establishment of the arbitral tribunal or its
determination of the merits of the controversy or to enforce a party's
rights under Section 6(d).
(e) Notices. Any notice, instruction, authorization, request or
demand required hereunder shall be in writing, and shall be delivered either by
personal delivery, by telegram, telex, telecopy or similar facsimile means, by
certified or registered mail, return receipt requested, or by courier or
delivery service, addressed to the Company at the address indicated beneath its
signature on the execution page of this Agreement, and to Grantee at his address
indicated on the Company's stock records, or at such other address and number as
a party shall have previously designated by written notice given to the other
party in the manner hereinabove set forth. Notices shall be deemed given when
received, if sent by facsimile means (confirmation of such receipt by confirmed
facsimile transmission being deemed receipt of communications sent by facsimile
means); and when delivered and receipted for (or upon the date of attempted
delivery where delivery is refused), if hand-delivered, sent by express courier
or delivery service, or sent by certified or registered mail, return receipt
requested.
(f) Amendment and Waiver. This Agreement may be amended, modified
or superseded only by written instrument executed by the Company and Grantee.
Any waiver of the terms or conditions hereof shall be made only by a written
instrument executed and delivered by the party waiving compliance. Any waiver
granted by the Company shall be effective only if executed and delivered by a
duly authorized executive officer of the Company other than Grantee. The failure
of any party at any time or times to require performance of any provisions
hereof, shall in no manner effect the right to enforce the same. No waiver by
any party of any term or condition, or the breach of any term or condition
contained in this Agreement in one or more instances shall be
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deemed to be, or construed as, a further or continuing waiver of any such
condition or breach or a waiver of any other condition or the breach of any
other term or condition.
(g) Governing Law and Severability. This Agreement shall be
governed by the internal laws, and not the laws of conflict, of the State of
Texas. The invalidity of any provision of this Agreement shall not affect any
other provision of this Agreement, which shall remain in full force and effect.
(h) Successors and Assigns. Subject to the limitations which this
Agreement imposes upon transferability of shares of Common Stock, this Agreement
shall bind, be enforceable by and inure to the benefit of the Company and its
successors and assigns, and Grantee, and Grantee's permitted assigns and upon
death, estate and beneficiaries thereof (whether by will or the laws of descent
and distribution), executors, administrators, agents, legal and personal
representatives.
(i) Community Property. Each spouse individually is bound by, and
such spouse's interest, if any, in any Shares is subject to, the terms of this
Agreement. Nothing in this Agreement shall create a community property interest
where none otherwise exists.
(j) Entire Agreement. This Agreement together with the Plan
supersede any and all other prior understandings and agreements, either oral or
in writing, between the parties with respect to the subject matter hereof and
constitute the sole and only agreements between the parties with respect to the
said subject matter. All prior negotiations and agreements between the parties
with respect to the subject matter hereof are merged into this Agreement. Each
party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party or by
anyone acting on behalf of any party, which are not embodied in this Agreement
or the Plan and that any agreement, statement or promise that is not contained
in this Agreement or the Plan shall not be valid or binding or of any force or
effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the date first above written.
COMPANY:
ENDEAVOUR INTERNATIONAL
CORPORATION
By:__________________________________
Name:
Title:
Address: 1000 Main Street, Suite 3300
Houston, Texas 77002
Telecopy No.: (713) 307-8794
Attention: Secretary
GRANTEE:
_____________________________________
Name:
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