Attached files
file | filename |
---|---|
10-K - FORM 10-K - PAR PACIFIC HOLDINGS, INC. | d71480e10vk.htm |
EX-21 - EX-21 - PAR PACIFIC HOLDINGS, INC. | d71480exv21.htm |
EX-31.1 - EX-31.1 - PAR PACIFIC HOLDINGS, INC. | d71480exv31w1.htm |
EX-32.1 - EX-32.1 - PAR PACIFIC HOLDINGS, INC. | d71480exv32w1.htm |
EX-23.2 - EX-23.2 - PAR PACIFIC HOLDINGS, INC. | d71480exv23w2.htm |
EX-32.2 - EX-32.2 - PAR PACIFIC HOLDINGS, INC. | d71480exv32w2.htm |
EX-23.1 - EX-23.1 - PAR PACIFIC HOLDINGS, INC. | d71480exv23w1.htm |
EX-31.2 - EX-31.2 - PAR PACIFIC HOLDINGS, INC. | d71480exv31w2.htm |
EX-99.1 - EX-99.1 - PAR PACIFIC HOLDINGS, INC. | d71480exv99w1.htm |
EX-10.34 - EX-10.34 - PAR PACIFIC HOLDINGS, INC. | d71480exv10w34.htm |
Exhibit 10.12
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (the Agreement) is made effective as of
<award_date>, by and between DELTA PETROLEUM CORPORATION, a Delaware corporation
(the Company), and <first_name> <last_name> (the Participant).
W I T N E S S E T H:
WHEREAS, the Company has adopted the Delta Petroleum Corporation 2009 Performance and Equity
Incentive Plan, as amended (the Plan), which authorizes the Company to award restricted shares of
its common stock, $0.01 par value per share, to selected employees and directors of the Company and
its Subsidiaries; and
WHEREAS, the Company desires to grant to the Participant a Restricted Stock Award in contemplation
of receipt of future services by the Participant; and
WHEREAS, the Company and Participant wish to confirm the terms and conditions of such Restricted
Stock Award to Participant effective as of <award_date> (the Issue Date);
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it
is agreed between the parties hereto as follows:
1. Definitions. Except as provided in this Agreement, or unless the context otherwise requires, the
terms used herein shall have the same meaning as in the Plan.
2. Award of Restricted Stock. Upon and subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby awards to Participant
<shares_awarded> shares of Restricted Stock of the Company (the Restricted
Stock), in consideration of the Participants future services for the Company. Such Restricted
Stock will vest in accordance with Paragraph 3 of this Agreement below, but in no event earlier
than services upon which this grant is based have been performed by the Participant.
3. Rights; Vesting; Forfeiture. Except as otherwise provided herein, Participant shall have full
right, title and interest in the Restricted Stock to the extent such Restricted Stock has vested in
accordance with subparagraph (iii) below.
(i) During the Vesting Period (as defined below) and prior to the vesting of the Restricted
Stock, the Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered by Participant. Certificates issued with respect to the Restricted Stock shall
be registered in the name of Participant and deposited by Participant with the Company, and
any such certificates shall bear an appropriate legend disclosing the restrictions imposed
on the Restricted Stock hereunder and by the Plan. Upon the lapse of the restrictions
applicable to the Restricted Stock, the Company shall deliver such certificates to
Participant or Participants legal representative, as the case may be.
(ii) During the Vesting Period, the Participant shall have no rights to vote on the
Restricted Stock or have any other rights of a stockholder in the Company with regards to
such Restricted Stock, unless otherwise provided herein. If as a result of a stock
dividend, stock split, recapitalization or other adjustment in the capital stock or stated
capital of the Company, or as the result of a merger, consolidation, or other
reorganization, the Common Stock is increased, reduced or otherwise changed by
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virtue thereof, Participant shall be entitled to new or additional or different shares,
with such new or additional shares being subject to the same terms, conditions and
restrictions as applicable to the Restricted Stock.
(iii) The Restricted Stock shall vest as follows:
<vesting_schedule>
provided that Participant is employed by the Company or a Subsidiary (the
Employer) at all times following the Issue Date and prior to and on each of the Vest
Dates set forth above (the Vesting Period). If, at any time during the Vesting Period,
Participants employment with Employer is terminated for any reason other than as a result
of the death or Disability of Participant or retirement by Participant as specified in the
following sentence, all of the Restricted Stock held by such Participant which has not
previously vested shall immediately and automatically be forfeited without monetary
consideration to the Company and shall be automatically canceled and retired. If (i)
Participant shall die while in the employ or service of the Employer, (ii) Participants
employment or service with the Employer shall terminate by reason of Disability, (iii) the
Participant retires from employment following 30 years of consecutive service with the
Company or (iv) there occurs a Change in Control, then in any such case all Restricted
Stock shall become immediately vested and non-forfeitable. For the purposes of this
Agreement, a Change in Control shall be deemed to have occurred if any person or group
(as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act) other
than an entity owned or controlled by Kirk Kerkorian shall become, or obtain rights
(whether by means of warrants, options or otherwise) to become, the beneficial owner (as
defined in Rules 13(d)-3 and 13(d)-5 under the Securities Exchange Act), directly or
indirectly, of more than 50%, on a fully diluted basis, of the outstanding capital stock of
the Company. For the purposes of this Agreement, Disability shall mean a participants
total and permanent disability that prevents the Participant from performing the normal
duties of his or her position, as determined by the Company.
4. Withholding Taxes. The Participant may be required to pay to the Company an amount required to
be withheld with respect to the vesting of the Restricted Stock for any federal, state, local, or
employment taxes which are required by law to be withheld with respect to such payments. At the
request of the Participant, or as required by law, such sums as may be required for the payment of
any estimated or accrued income tax liability may be withheld and paid over to the governmental
entity entitled to receive the same. Notwithstanding the foregoing, the Participant may satisfy
such obligation, if any, in whole or in part, and any other local, state or federal income tax
obligations relating to such Restricted Stock, by electing (the Election) to pay to the Company
the amount of any such obligation (i) in cash or by certified or bank cashiers check or by
personal check (subject to collection); (ii) by delivery (by either actual delivery or attestation)
of shares of Common Stock owned by the Participant at the time of vesting and otherwise acceptable
to the Company, provided that no securities may be surrendered in payment of such obligation if
such action would cause the Company to recognize compensation expense (or additional compensation
expense) with respect to the Restricted Stock for financial reporting purposes; or (iii) a
combination of the foregoing methods. The value of the shares tendered in payment of such
obligation shall be the closing sales price per share of the Companys Common Stock on the Nasdaq
National Market on the date that the Restricted Shares for which the payment is being made vested,
or, if there is no transaction on such date, then on the trading date nearest preceding the date
such shares are tendered to the Company for which closing price information is available, and the
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number of shares to be tendered shall, when aggregated with the value of any other permitted form
of payment provided by the Participant, approximate as nearly as possible (but not exceed) the
amount of such obligation being satisfied. Each Election must be made in writing to the Company in
accordance with election procedures established by the Company.
5. Restricted Stock Subject to Plan. The Restricted Stock Award represented by this Agreement and
the Restricted Stock shall be subject to, and the Company and Participant agree to be bound by, all
of the terms and conditions of the Plan, as the same shall be amended from time to time in
accordance with the terms thereof.
6. Covenants and Representations of Participant. Participant represents, warrants, covenants and
agrees with the Company as follows:
(i) The Restricted Stock cannot be offered for sale, sold or transferred by Participant
other than pursuant to: (A) an effective registration under applicable state securities
laws or in a transaction which is otherwise in compliance with such laws; (B) an effective
registration under the Securities Act of 1933, as amended (the 1933 Act), or in a
transaction otherwise in compliance with the 1933 Act; and (C) evidence satisfactory to the
Company of compliance with the securities laws of all applicable jurisdictions. The Company
shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to
compliance with the foregoing laws;
(ii) The Company will be under no obligation to register (or maintain the registration of)
the Restricted Stock or to comply with any exemption available for sale of the Restricted
Stock without registration. The Company is under no obligation to act in any manner so as
to make Rule 144 promulgated under the 1933 Act available with respect to sales of the
Restricted Stock; and
(iii) If applicable, a legend indicating that the Restricted Stock has not been registered
under the applicable state securities laws and referring to any applicable restrictions on
transferability and sale of the Restricted Stock may be placed on the certificate or
certificates delivered to Participant, and any transfer agent of the Company may be
instructed to require compliance therewith.
7. Governing Law. This Agreement shall be construed, administered and enforced according to the
laws of the State of Colorado, without regard to the conflicts of laws provisions thereof.
8. Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors and permitted assigns of the parties.
9. Notice. Except as otherwise specified herein, all notices and other communications under this
Agreement shall be in writing and shall be deemed to have been given if personally delivered or if
sent by registered or certified United States mail, return receipt requested, postage prepaid,
addressed to the proposed Participant at the last known address of such Participant. Any party may
designate any other address to which notices shall be sent by giving notice of such address to the
other parties in the same manner provided herein.
10. Severability. In the event that any one or more of the provisions or portion thereof contained
in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any
respect, the same shall not invalidate or otherwise affect any other provisions of this
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Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.
11. Entire Agreement. Subject to the terms and conditions of the Plan, this Agreement expresses
the entire understanding and agreement of the parties hereto with respect to such terms,
restrictions and limitations. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same instrument.
12. Violation. Any transfer, pledge, sale, assignment or hypothecation of the Restricted Stock
except in accordance with this Agreement shall be a violation of the terms hereof and shall be void
and without effect.
13. Headings. Section headings used herein are for convenience of reference only and shall not be
considered in interpreting this Agreement.
14. Specific Performance. In the event of any actual or threatened default in, or breach of, any
of the terms, conditions and provisions of this Agreement, the party or parties who are thereby
aggrieved shall have the right to specific performance and injunction in addition to any and all
other rights and remedies at law or in equity, and all such rights and remedies shall be
cumulative.
15. Counterparts. This Agreement may be executed by the signatures of each of the parties hereto,
or to a counterpart of this Agreement, and all such counterparts shall collectively constitute one
Agreement. Facsimile signatures shall constitute original signatures for purposes of this
Agreement.
IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on the day and year first
set forth above.
DELTA PETROLEUM CORPORATION |
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By: | /s/ Kevin K. Nanke | |||
Name: | Kevin K. Nanke | |||
Title: | Treasurer and Chief Financial Officer | |||
PARTICIPANT: |
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Signature: | ||||
Name (printed): |
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