exv10w2






Exhibit 10.2




ENDEAVOUR INTERNATIONAL CORPORATION

2010 STOCK INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT



     THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into by and
between Endeavour International Corporation (the “Company”) and [name], (“Grantee”) an
employee of the Company, effective as of [date] (the “Date of Grant”).



     WHEREAS, the Company, in order to induce you to enter into and continue to dedicate services
to the Company and to materially contribute to the success of the Company, desires to grant to you
a number of restricted 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 your interest in the Company’s welfare and growth;



     WHEREAS, the Company adopted the Endeavour International Corporation 2010 Stock Incentive Plan
as it may be amended from time to time (the “Plan”) under which the Company is authorized
to grant restricted stock awards to certain employees and service providers of the Company;



     WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this
Agreement as if fully set forth herein and the terms capitalized but not defined herein shall have
the meanings set forth in the Plan; and



     WHEREAS, you desire to accept the restricted stock award made pursuant to 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 the Company hereby grants to Grantee [number] of shares
of Common Stock (“Restricted Shares”) as of the Date of Grant set forth above in accordance
with the terms and conditions set forth herein and in the Plan.



     2. Transfer Restrictions; Vesting. Grantee shall not sell, assign, transfer,
exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of (collectively,
“Transfer”) any Restricted Shares prior to their vesting in accordance with the Vesting
Schedule as follows:



          (a) 33.3% of the total Restricted Shares shall vest and the restrictions shall lapse on the
first anniversary of the Date of Grant provided the Grantee is employed by (or providing services
to) the Company or Affiliate on that date;







 









 








          (b) 33.3% of the total Restricted Shares shall vest and the restrictions shall lapse on the
second anniversary of the Date of Grant provided the Grantee is employed by (or providing services
to) the Company or Affiliate on that date; and




          (c) 33.4% of the total Restricted Shares shall vest and become exercisable on the third
anniversary of the Date of Grant provided the Grantee is employed by (or providing services to) the
Company or Affiliate on that date.




     The vested portion of such Restricted Shares shall be rounded down to the nearest whole share.
Further, even after such Restricted Shares become vested, such vested Restricted Shares may not be
sold or otherwise disposed of in any manner which would constitute a violation of any applicable
federal or state securities or other applicable law or Company policies as determined by Company on
advice of counsel chosen by the Company in its sole discretion.



     3. Vesting on Change in Control. Notwithstanding the provisions in Section 2, on the
date immediately preceding the date of a Change in Control of the Company (as defined in the Plan),
the Restricted Shares shall be 100% vested.



     4. 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 unvested unless the Board of Directors, in its sole discretion, determines that
any or all of such unvested Restricted Shares shall not be so forfeited. [THIS PROVISION CAN BE
MODIFIED TO PROVIDE FOR VESTING ON ACCOUNT OF CERTAIN TERMINATIONS SUCH AS DEATH, DISABILITY, OR
RETIREMENT]




          (b) Forfeited Shares. Any Restricted Shares forfeited under this Section 4 shall
automatically 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.




     5. Escrow of Restricted Shares. The Company shall evidence the Restricted Shares in
the manner that it deems appropriate. The Company may issue in Grantee’s name a certificate or
certificates representing the Restricted Shares and retain that certificate or those certificates
until the restrictions on such Restricted Shares expire as contemplated in Sections 2 or 3 of this
Agreement or the Restricted Shares are forfeited as described in Section 4 of this Agreement. If
the Company certificates the Restricted Shares, Grantee shall execute one or more stock powers in
blank for those certificates and deliver those stock powers to the Company. The Company shall hold
the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if
applicable, until such time as (a) a certificate or certificates for the Restricted Shares are
delivered to Grantee, (b) the Restricted Shares are otherwise transferred to Grantee free of
restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement.
The Company may issue to the Grantee a receipt evidencing the certificates held by



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it which are registered in the name of the Grantee. In addition to any other legends that may
be required by applicable law or otherwise, each such stock certificate shall bear the legends
substantially as follows:





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. COPIES OF THE
RESTRICTED STOCK AGREEMENT ARE ON FILE IN THE OFFICE OF THE SECRETARY OF ENDEAVOUR
INTERNATIONAL CORPORATION, LOCATED AT 1001 FANNIN STREET, SUITE 1600, HOUSTON, TEXAS 77002.



     The legend shall not be removed from the certificate evidencing Restricted Shares until such
time as the restrictions thereon have lapsed.



     6. Tax Requirements.



          (a) 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 this grant.




          (b) Share Withholding. With respect to tax withholding required upon any taxable
event arising as a result of this grant, the Company may, at the sole discretion of the Board or
Committee, satisfy the withholding requirement, in whole or in part, by withholding shares of
common stock 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. Any fraction of a share of common
stock required to satisfy such obligation shall be disregarded and the amount due shall instead be
paid in cash by the Grantee. The Grantee may request that such tax withholding be satisfied by
payment in cash by the Grantee to the Company or withholding from other compensation payable to the
Grantee at such time the tax withholding is due. All such requests shall be made in writing,
signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee,
in its discretion, deems appropriate.




     7. Miscellaneous.



          (a) Certain Transfers Void. Any purported transfer of Restricted Shares 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, the
value of such fractional share shall be paid to the Grantee in cash.




          (c) Not an Employment Agreement. This Agreement is not an employment agreement, and
this Agreement shall not be, and no provision of this Agreement shall be






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construed or interpreted to create any employment relationship or right to continued
employment with the Company, Company affiliates, parent, subsidiary or 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 7(d)(ii), the parties stipulate that the
provisions of this Section shall be a complete defense to any suit, action



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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 7(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
7(d).



          (e) Notices. Any notice, instruction, authorization, request or demand required
hereunder shall be in writing, and shall be delivered either by personal in-hand delivery, by
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 herein 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 amendment or waiver agreed to 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 in
this Agreement, or breach thereof, in one or more instances shall be deemed a continuing waiver of
any such condition or breach, a waiver of any other condition, or the breach of any other term or
condition.




          (g) Independent Legal and Tax Advice. The Grantee has been advised and Grantee hereby
acknowledges that he or she has been advised to obtain independent legal and tax advice regarding
this grant of Restricted Shares and the disposition of such shares, including, without limitation,
the election available under Section 83(b) of the Internal Revenue Code of 1986, as amended.







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          (h) 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.




          (i) Successors and Assigns. Subject to the limitations which this Agreement imposes
upon transferability of Restricted Shares, this Agreement shall bind, be enforceable by and inure
to the benefit of the Company and its successors and assigns, and Grantee, and, upon his death, on
his estate and beneficiaries thereof (whether by will or the laws of descent and distribution).




          (j) Entire Agreement. This Agreement supersedes 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 and that any agreement, statement or promise that is not contained in this Agreement
shall not be valid or binding or of any force or effect.




          (k) The Plan. This Agreement is subject to all terms, conditions, limitations and
restrictions contained in the Plan.




[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:  	[name] 	 
	 	 	Title:  	[title] 	 
	 



	 	 	 	 	 
	 	Address:  	Endeavour International Corporation 	 
	 	 	1001 Fannin Street, Suite 1600

Houston, Texas 77002

Telecopy No.:  (713) 307-8793

Attention:  Secretary 	 
	 



	 	 	 	 	 
	 	GRANTEE:

 	 
	 	  	 	 
	 	 	[name] 	 
	 	 	 	 
	 




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