FORM OF RESTRICTED STOCK GRANT AGREEMENT
Exhibit
10.6
2006
ENERGY XXI SERVICES,
LLC LONG-TERM INCENTIVE PLAN
FORM
OF RESTRICTED STOCK
GRANT AGREEMENT
THE
SECURITIES SUBJECT TO
THIS GRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“ACT”) OR
ANY OTHER SECURITIES STATUTE. NO SALE, TRANSFER OR OTHER DISPOSITION OF SUCH
SECURITIES, OR OF ANY INTEREST THEREIN, MAY BE MADE OR SHALL BE RECOGNIZED
UNLESS IN THE SATISFACTORY WRITTEN OPINION OF COUNSEL FOR, OR OTHER COUNSEL
SATISFACTORY TO, THE ISSUER SUCH TRANSACTION WOULD NOT VIOLATE OR REQUIRE
REGISTRATION UNDER SUCH ACT OR OTHER STATUTE.
THIS
RESTRICTED STOCK GRANT
AGREEMENT (this “Agreement”) is made as of the ____ day of ___________,
20___ (the “Grant Date”), between Energy XXI SERVICES, LLC, a Delaware
corporation (the “Employer”), and __________________________ (“Participant”).
1.
Grant of Restricted
Shares. To carry out the purposes of the 2006 Energy XXI, LLC
Long-Term Incentive Plan (the “Plan”), and subject to the conditions described
in this agreement (the “Agreement”) and the Plan, Energy XXI, LLC, a Delaware
limited liability Employer (the “Employer”), hereby grants to Participant all
rights, title and interest in the record and beneficial ownership of
________________
( )
shares (the “Restricted Shares”) of common stock of Energy XXI (Bermuda)
Limited, a Bermuda entity (“Stock”). The grant of such Restricted Shares shall
be effective as of the Grant Date. All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan, the terms of which are
incorporated herein by reference. The Plan and this Agreement shall be
administered by the Committee appointed by the Board of Directors as set forth
in the Plan (the “Committee”).
2.
Issuance
and
Transferability. The Restricted Shares may be evidenced in
such a manner as the Committee shall deem appropriate. Any certificates
representing the Restricted Shares granted hereunder shall be issued in the
name
of the Participant pursuant to the terms of the Plan as of the Grant Date and
shall be marked with the following legend:
“The
shares represented by this
certificate have been issued pursuant to the terms of the 2006 Energy XXI,
LLC
Long-Term Incentive Plan and may not be sold, pledged, transferred, assigned
or
otherwise encumbered in any manner except as is set forth in the terms of the
Restricted Stock Grant Agreement dated ___________.”
Until
restrictions lapse, the
Restricted Share certificates shall be left on deposit with the Employer along
with a stock power (substantially in the form attached thereto as Exhibit A)
endorsed in blank and shall not be transferable except by will or the laws
of
descent and distribution or pursuant to a domestic relations order. No right
or
benefit hereunder shall in any manner be liable for or subject to any debts,
contracts, liabilities, or torts of Participant. Any purported assignment,
alienation, pledge, attachment, sale, transfer or other encumbrance of the
Restricted Shares, prior to the lapse of restrictions that does not satisfy
the
requirements hereunder shall be void and unenforceable against the Employer.
Notwithstanding the foregoing, in the case of Participant’s Disability or death,
Participant’s
rights under this Agreement may be exercised by Participant’s guardian or legal
representative.
3.
Vesting/Forfeiture. Participant shall vest
in his rights under the Restricted Shares and any accumulated dividends
described in Paragraph 4 hereof, and the Employer’s right to reclaim such shares
or dividends shall lapse with respect to 33.33% the Restricted Shares, on each
of the first, second and third anniversaries of the [date of
hire/Grant Date] (the “Vesting Dates”), provided that
Participant remains continuously employed by the Employer from the Grant Date
to
such Vesting Date. Notwithstanding the foregoing, however, all Restricted Shares
not then vested shall vest immediately if Participant’s employment with the
Employer terminates due to Participant’s Disability or death. In the event of a
Change of Control prior to vesting, the Committee may, in its sole discretion,
accelerate vesting. If Participant’s employment with the Employer terminates
other than by reason Disability or death, the Restricted Shares (to the extent
not then vested) shall be forfeited as of the date Participant’s employment so
terminates. As soon as administratively feasible following the vesting of the
Restricted Shares, a Stock certificate evidencing the vested Restricted Shares,
less the amount of Stock withheld pursuant to paragraph 7 hereof, shall be
delivered without charge to the Participant, or his designated representative,
free of all restrictions.
4.
Ownership
Rights/Dividends. Participant shall be
entitled to all voting rights applicable to the Restricted Shares. Any cash
dividends that may be paid on the Restricted Shares after the Grant Date shall
be accumulated and held in an account or in escrow and held by the Employer
until such time as Participant shall vest in the Restricted Shares as described
in paragraph 3 above. Participant shall receive a cash payment equal to the
portion of the dividends paid (reduced by the amount of any taxes required
to be
withheld with respect to such payment) with respect to the Restricted Shares
as
they become vested. All accumulated dividends attributable to unvested
Restricted Shares shall be forfeited, if and to the extent that the underlying
Restricted Shares are forfeited.
5.
Employment
Relationship. For purposes of this Agreement, Participant shall be
considered to be in the employment of the Employer as long as Participant
remains an Employee of either the Employer, a parent or subsidiary corporation
(as defined in section 424 of the Code) of the Employer, or a corporation or
a
parent or subsidiary of such corporation assuming this Agreement. Any question
as to whether and when there has been a termination of such employment, and
the
cause of such termination, shall be determined by the Committee in its sole
discretion, and its determination shall be final.
6.
Withholding
of
Taxes. The Employer shall have the right to take any action as may
be necessary or appropriate to satisfy any federal, state or local tax
withholding obligations, including, but not limited to, the right to withhold
cash or shares of Stock sufficient to pay the amount required to be withheld
and
to cause such Stock to be sold and the proceeds remitted to the Employer. In
the
event that the proceeds of such sale shall exceed the legally required
withholding amount, the Employer shall remit the difference in cash to
Participant. In the event that the proceeds of such sale are less than the
legally required withholding amount, the Employer may withhold the difference
from any cash or Stock then or thereafter payable to Participant. Participant
agrees that, if he makes an election under Section 83(b) of the Code with
regard to the Restricted Shares, he will so notify the Employer in writing
within two (2) days after making such election, so as to enable the
Employer to timely
comply with any applicable governmental reporting requirements.
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7.
Reorganization
of the
Employer. The existence of this Agreement
shall not affect in any way the right or power of the Employer or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Employer’s capital structure or its
business; any merger or consolidation of the Employer; any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Stock
or the rights thereof; the dissolution or liquidation of the Employer; any
sale
or transfer of all or any part of its assets or business; or any other corporate
act or proceeding, whether of a similar character or otherwise.
8.
Recapitalization
Events. In the event of stock dividends,
spin-offs of assets or other extraordinary dividends, stock splits, combinations
of shares, recapitalizations, mergers, consolidations, reorganizations,
liquidations, issuances of rights or warrants and similar transactions or events
involving the Employer (“Recapitalization Events”), then for all purposes
references herein to Stock or to Restricted Shares shall mean and include all
securities or other property (other than cash) that holders of Stock of the
Employer are entitled to receive in respect of Stock by reason of each
successive Recapitalization Event, which securities or other property (other
than cash) shall be treated in the same manner and shall be subject to the
same
restrictions as the underlying Restricted Shares.
9.
Status
of
Stock. The Stock granted hereunder has not been registered under
the Securities Act of 1933, as amended (the “Act”). In the absence of such
effective registration or an available exemption from registration under the
Act, issuance of shares of Stock acquired pursuant to this Agreement will be
delayed until registration of such shares is effective or an exemption from
registration under the Act is available. The Employer intends to use its
reasonable efforts to ensure that no such delay will occur. In the event
exemption from registration under the Act is available, Participant (or the
person permitted to receive Participant’s shares in the event of Participant’s
incapacity or death), if requested by the Employer to do so, will execute and
deliver to the Employer in writing an agreement containing such provisions
as
the Employer may require assuring compliance with applicable securities laws.
The Employer shall incur no liability to Participant for failure to register
the
Stock or maintain the registration.
Participant
agrees that the shares
of Stock, which Participant may acquire pursuant to this Agreement, will not
be
sold or otherwise disposed of in any manner that would constitute a violation
of
any applicable securities laws, whether federal or state. Participant also
agrees (i) that the certificates representing such shares of Stock may bear
such legend or legends as the Committee deems appropriate in order to assure
compliance with applicable securities laws, (ii) that the Employer may
refuse to register the transfer of the shares of Stock acquired pursuant to
this
Agreement on the stock transfer records of the Employer if such proposed
transfer would in the opinion of counsel satisfactory to the Employer constitute
a violation of any applicable securities law and (iii) that the Employer
may give related instructions to its transfer agent, if any, to stop
registration of the transfer of such shares.
10.
Severability. In the event that any
provision of this Agreement shall be held illegal, invalid, or unenforceable
for
any reason, such provision shall be fully severable and shall not affect
the remaining
provisions of this Agreement, and the Agreement shall be construed and enforced
as if the illegal, invalid, or unenforceable provision had never been included
herein.
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12.
Certain
Restrictions. By executing this Agreement,
Participant acknowledges that he will enter into such written representations,
warranties and agreements and execute such documents as the Employer may
reasonably request in order to comply with the terms of this Agreement or the
Plan, or securities laws or any other applicable laws, rules or regulations.
13.
Amendment
and
Termination. Except as otherwise provided in the Plan or this
Agreement, no amendment or termination of this Agreement shall be made by the
Employer without the written consent of the Participant.
14.
No
Guarantee of Tax
Consequences. The Employer makes no
commitment or guarantee to Participant that any federal or state tax treatment
will apply or be available to any person eligible for benefits under this
Agreement.
15.
Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of any successors to the Employer and all persons lawfully claiming
under Participant.
16.
Governing
Law and
Venue. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas. The courts in ▇▇▇▇▇▇ County,
Texas shall be the exclusive venue for any dispute regarding the Plan or this
Agreement.
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IN
WITNESS WHEREOF,
the Employer has caused this Agreement to be duly executed by its officer
thereunto duly authorized, and Participant has executed this Agreement, all
as
of the day and year first above written.
| ENERGY XXI SERVICES, LLC | ||||||||
| By: |
Date:
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| Name: | ||||||||
| Title: | ||||||||
| PARTICIPANT: | ||||||||
|
Date:
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| Address: | ||||||||
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Exhibit
A
STOCK
POWER
FOR
VALUE RECEIVED,
_____________________(“Transferor”) hereby sells, assigns and transfers
unto Energy XXI SERVICES, LLC, ____________ (the “Employer”) shares of the
common stock (“Common Stock”), of Energy XXI (Bermuda) Limited, a Bermuda
entity (the “Company”), which shares of Common Stock are represented by
certificate no(s).____________, and hereby irrevocably appoints
______________________________ as attorney-in-fact to transfer such shares
of
Common Stock on the books of the Employer, with full power of substitution
on
the premises.
Dated:
| TRANSFEROR: |
| Printed Name: __________________________ |
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