exv10w1



 





EXHIBIT 10.1




ENDEAVOUR INTERNATIONAL CORPORATION




2007 INCENTIVE PLAN




INCENTIVE AWARD AGREEMENT




     THIS INCENTIVE AWARD AGREEMENT (this “Agreement”) is made and entered into by and between
Endeavour International Corporation, a Nevada corporation (the “Company”) and ___, an
individual (“Grantee”) as of the ___day of ___, 200___(the “Grant Date”), pursuant to the
Company’s 2007 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 an Incentive Award, 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 Incentive Award. Subject to the restrictions, forfeiture provisions and
other terms and conditions set forth herein, the Company grants to Grantee an incentive
award equivalent to the value of                      shares of Common Stock (“Incentive Award”). At
the time of vesting of a portion of the Incentive Award as provided herein, such portion of
the Incentive Award shall be paid in shares of Common Stock or cash or a combination
thereof, as determined by the Committee at its sole discretion, to or on behalf of Grantee.
For purposes of cash payment, each share shall have a value equal to the Fair Market Value
on the date of vesting.




     2. Transfer Restrictions.




          (a) Generally. Grantee shall not sell, assign, transfer, exchange, pledge, encumber,
gift, devise, hypothecate or otherwise dispose of (collectively, “Transfer”) the Incentive
Award before vesting. The Incentive Award shall vest as to                     % percent of the Incentive
Award on each anniversary of and beginning on                     , 200___until the Incentive Award
is 100% vested on                     , 200___; provided, however, that, subject to Section 3,
Grantee then is, and continuously since the Grant Date has been, an employee of the Company.



 









 






          (b) 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
Incentive Award shall thereafter be 100% vested.




     3. Forfeiture.




     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 of the
Incentive Award which has not vested and been paid to the Grantee unless the Committee, in
its discretion, determines that any or all of such Incentive Award shall not be so
forfeited.




     4. Tax Requirements.




     Tax Withholding. The Company shall have the power and the right to deduct or withhold,
or require the Grantee 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.




     5. Miscellaneous.




          (a) Certain Transfers Void. Any purported Transfer of an Incentive Award 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 Agreement shall be
construed or interpreted to create any employment relationship between Grantee and the
Company, its affiliates, its parent, subsidiaries or any of their affiliates.




          (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 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 5(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 5(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 5(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 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]




 









 









     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: