EXHIBIT 10.22
DIRECTOR
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT is made as of the _____ day of ___________ 2005, (the
"Effective Date") between Oil States International, Inc., a Delaware corporation
(the "Company"), and ________________ ("Director").
To carry out the purposes of The 2001 Equity Participation Plan of Oil
States International, Inc. (the "Plan"), by affording Director the opportunity
to acquire shares of common stock of the Company ("Stock"), and in consideration
of the mutual agreements and other matters set forth herein and in the Plan, the
Company and Director hereby agree as follows:
1. AWARD OF SHARES. Upon execution of this Agreement, the Company shall
issue _________ shares of Stock to Director. Director acknowledges receipt of a
copy of the Plan, and agrees that this award of Stock shall be subject to all of
the terms and conditions set forth herein and in the Plan, including future
amendments thereto, if any, pursuant to the terms thereof, which Plan is
incorporated herein by reference as a part of this Agreement. In the event of
any conflict between the terms of this Agreement and the Plan, the terms of the
Plan shall govern.
2. FORFEITURE RESTRICTIONS. The Stock issued to Director pursuant to this
Agreement may not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred, encumbered or disposed of to the extent then subject to
the Forfeiture Restrictions (as hereinafter defined), and in the event of
termination of Director's service on the Board of Directors of the Company (the
"Board") for any reason (other than as provided below), automatically upon such
termination Director shall, for no consideration, forfeit to the Company all
such Stock to the extent then subject to the Forfeiture Restrictions. The
prohibition against transfer and the obligation to forfeit and surrender Stock
to the Company upon termination of service on the Board are herein referred to
as "Forfeiture Restrictions," and the shares which are then subject to the
Forfeiture Restrictions are herein sometimes referred to as "Restricted Shares."
The Forfeiture Restrictions shall be binding upon and enforceable against any
transferee of such Stock. The Forfeiture Restrictions shall lapse as to the
Restricted Shares as of the date immediately preceding the date of the next
Annual Shareholder's Meeting of the Company following their issuance.
Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to the
Restricted Shares as of (i) the date a Change of Control occurs or (ii) the date
of termination of Director's service on the Board due to his death or due to
disability such that Director is incapable of serving on the Board for physical
or mental reasons, as shall be determined by the Committee in its sole
discretion, and its determination shall be final.
3. CERTIFICATES. A certificate evidencing the Restricted Shares shall be
issued by the Company in Director's name, pursuant to which Director shall have
voting rights and shall be entitled to receive dividends and other distributions
(provided, however, that dividends or other distributions paid in any form other
than cash shall be subject to the Forfeiture Restrictions). The certificate
shall bear the following legend:
The shares evidenced by this certificate have been issued pursuant to an
agreement made as of ____________, 2005, a copy of which is attached
hereto and incorporated
herein, between the Company and the registered holder of the shares. The
shares are subject to forfeiture to the Company under certain
circumstances described in such agreement. The sale, assignment, pledge or
other transfer of the shares evidenced by this certificate is prohibited
under the terms and conditions of such agreement, and such shares may not
be sold, assigned, pledged or otherwise transferred except as provided in
such agreement.
The Company may cause the certificate to be delivered upon issuance to the
Secretary of the Company as a depository for safekeeping until the forfeiture
occurs or the Forfeiture Restrictions lapse pursuant to the terms of this
Agreement. Upon request of the Company, Director shall deliver to the Company a
stock power, endorsed in blank, relating to the Restricted Shares then subject
to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions
without forfeiture, the Company shall cause a new certificate to be issued
without legend in the name of Director for the Stock issued to Director pursuant
to this Agreement in exchange for the certificate evidencing the Forfeiture
Restrictions.
4. CONSIDERATION. It is understood that the consideration for the issuance
of Restricted Shares shall be Director's agreement to render future services on
the Board, which services shall have a value not less than the par value of such
Restricted Shares.
5. STATUS OF STOCK. Director agrees that the Restricted Shares will not be
sold or otherwise disposed of in any manner that would constitute a violation of
any applicable federal or state securities laws. Director also agrees (i) that
the certificates representing the Restricted Shares may bear such legend or
legends as the Committee deems appropriate in order to ensure compliance with
applicable securities laws, (ii) that the Company may refuse to register the
transfer of the Restricted Shares on the stock transfer records of the Company
if such proposed transfer would in the opinion of counsel satisfactory to the
Company constitute a violation of any applicable securities laws and (iii) that
the Company may give related instructions to its transfer agent, if any, to stop
registration of the transfer of the Restricted Shares.
6. SERVICE RELATIONSHIP. For purposes of this Agreement, Director shall be
considered to be in service on the Board as long as Director remains a Director
of the Company, or any successor thereto. Any question as to whether and when
there has been a termination of such service, and the cause of such termination,
shall be determined by the Committee in its sole discretion, and its
determination shall be final.
7. COMMITTEE'S POWERS. No provision contained in this Agreement shall in
any way terminate, modify or alter, or be construed or interpreted as
terminating, modifying or altering any of the powers, rights or authority vested
in the Committee pursuant to the terms of the Plan, including, without
limitation, the Committee's rights to make certain determinations and elections
with respect to the Restricted Shares.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Director.
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9. NON-ALIENATION. Director shall not have any right to pledge,
hypothecate, anticipate or assign this Agreement or the rights hereunder, except
by will or the laws of descent and distribution.
10. NOT A SERVICE CONTRACT. This Agreement shall not be deemed to
constitute a service contract, nor shall any provision hereof affect (a) the
right to terminate Director's service on the Board in accordance with the
Company's by-laws and applicable law or (b) the terms and conditions of any
other agreement between the Company and Director except as expressly provided
herein.
11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.
12. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and Director has executed this
Agreement, all effective as of the Effective Date.
OIL STATES INTERNATIONAL, INC.
BY:
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NAME:
TITLE:
DIRECTOR
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