**Exhibit 10.12**

 

**SAMPLE FORM**

 

## **EDGE PETROLEUM CORPORATION**

**INCENTIVE PLAN**

 

**DIRECTOR’S RESTRICTED STOCK AWARD AGREEMENT**

 

THIS AGREEMENT(“Agreement”) is made as of the 1st day of June 2004 (the “Date ofGrant”), by and between Edge Petroleum Corporation, a Delaware corporation (the“Company”), and                            (the “Grantee”).

 

The Companyhas adopted the Edge Petroleum Corporation Incentive Plan, as amended andrestated (the ”Plan”), a copy of which is appended to this Agreement as Exhibit Aand by this reference made a part hereof, for the benefit of eligibleemployees, directors and independent contractors of the Company and itsSubsidiaries.  Capitalized terms usedand not otherwise defined herein shall have the meaning ascribed thereto in thePlan.  This Agreement documents theaward made to the Grantee as approved by the Board pursuant toSection 9(b) of the Plan.

 

The Companyand Grantee therefore agree as follows:

 

1.                                       **Grant of Restricted Stock**.  Effective as of the Date of Grant, pursuantto Section 9(b) of the Plan, the Company has awarded to the Grantee atotal of              shares of Common Stock, subject to the conditions and restrictions set forthbelow and in the Plan (the “Restricted Stock”).

 

2.                                       **Restrictions; Forfeiture. **The shares of Restricted Stock granted hereunder tothe Grantee may not be sold, assigned, transferred, pledged or otherwiseencumbered from the Date of Grant until the date that the Grantee obtains avested right to the shares (and the restrictions thereon terminate) inaccordance with the provisions of this Section 2.  (The period of time between the Date ofGrant and the date that the Grantee obtains a vested right to shares ofRestricted Stock shall be referred to herein as the “Restricted Period” as tothose shares of stock.)  In the eventthat any day on which the Grantee would otherwise obtain a vested right toadditional shares of Restricted Stock is a Saturday, Sunday or holiday, theGrantee shall instead obtain that vested right on the first business day immediatelyfollowing such date. If the Grantee resigns as a Director of the Company priorto all shares of Restricted Stock having become vested pursuant to theprovisions of this Section 2, the Grantee shall forfeit all right to thoseunvested shares of Restricted Stock unless the Board determines, in itsdiscretion, to (a) allow any unvested shares of Restricted Stock to continue tovest in accordance with the dates indicated below or (b) accelerate the vestingof any such unvested shares. Subject to the foregoing, the Grantee shall have avested right to the number of shares of Restricted Stock indicated below as ofthe dates set forth below, notwithstanding if Grantee ceases to serve as aDirector of the Company (including by reason of death or disability) prior toany such date:

 

| **Date** |   | **Number of  Shares  First Vested** |   |
|----------|--------|-------------------------------------|--------|
| 2005     |   | 000                                 |   |
| 2006     |   | 000                                 |   |
| 2007     |   | 000                                 |   |

 

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3.                                       **Code Section 83(b) Election.**  The Grantee shall have the right to make anelection, under Code Section 83(b), to include an amount in income inrespect of Restricted Stock.

 

4.                                       **Sale of Restricted Stock.**  Grantee agrees that Grantee shall not sellthe Restricted Stock and that the Company shall not be obligated to deliver anyshares of Common Stock if counsel to the Company determines that such sale ordelivery would violate any applicable law or any rule or regulation of anygovernmental authority or any rule or regulation of, or agreement of theCompany with, any securities exchange or association upon which the CommonStock is listed or quoted.  The Companyshall in no event be obligated to take any affirmative action in order to causethe delivery of shares of Common Stock to comply with any such law, rule,regulation or agreement.

 

5.                                       **Escrow of Shares.**  Shares of Restricted Stock shall be registered in the name of theGrantee and deposited with the Secretary of the Company, together with a stockpower endorsed by the Grantee in blank. Any certificate shall bear a legend as provided by the Company,conspicuously referring to the terms, conditions and restrictions described inthe Plan and in this Agreement.  Upontermination of the Restricted Periods with respect to shares of RestrictedStock, a certificate representing such shares shall be delivered upon writtenrequest to the Grantee as promptly as practicable following such termination.

 

6.                                       **Withholding for Taxes**.  Grantee acknowledges and agrees that theCompany may, at its option, deduct from the shares of Common Stock otherwisepayable or deliverable upon expiration of the Restricted Period a number ofshares of Common Stock (valued at their Fair Market Value on the date ofexercise) that is equal to the amount of all federal, state and local taxesrequired to be withheld by the Company, if any, upon such exercise, asdetermined by the Committee.

 

7.                                       **Beneficiary Designations. **The Grantee shall file with the Secretary of theCompany on the form annexed hereto as Exhibit B or such other form asmay be prescribed by the Company, a designation of one or more beneficiaries(each, a “Beneficiary”) to whom shares otherwise due the Grantee shall bedistributed in the event of the death of the Grantee.  The Grantee shall have the right to change the Beneficiary orBeneficiaries from time to time; provided, however, that anychange shall not become effective until received in writing by the Secretary ofthe Company.  If any designatedBeneficiary survives the Grantee but dies before receiving all of the Grantee’sbenefits hereunder, any remaining benefits due the Grantee shall be distributedto the deceased Beneficiary’s estate. If there is no effective Beneficiary designation on file at the time ofthe Grantee’s death, or if the designated Beneficiary or Beneficiaries have allpredeceased such Grantee, the payment of any remaining benefits shall be madeto the Grantee’s estate.

 

8.                                       **Nonalienation of Benefits.**  Except as contemplated by Section 7above, and

 

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other than pursuant to aqualified domestic relations order, no right or benefit under this Agreementshall be subject to transfer, anticipation, alienation, sale, assignment,pledge, encumbrance or charge, whether voluntary, involuntary or by operationof law, and any attempt to transfer, anticipate, alienate, sell, assign,pledge, encumber or charge the same shall be void.  No right or benefit hereunder shall in any manner be liable foror subject to any debts, contracts, liabilities or torts of the person entitledto such benefits.  If the Grantee or theGrantee’s Beneficiary hereunder shall become bankrupt or attempt to transfer,anticipate, alienate, assign, sell, pledge, encumber or charge any right orbenefit hereunder, other than as contemplated by Section 7 above or otherthan pursuant to a qualified domestic relations order, or if any creditor shallattempt to subject the same to a writ of garnishment, attachment, execution,sequestration or any other form of process or involuntary lien or seizure, thensuch right or benefit shall cease and terminate.

 

9.                                       **Prerequisites to Benefits. **Neither the Grantee, nor any person claiming throughthe Grantee, shall have any right or interest in Restricted Stock awardedhereunder, unless and until all the terms, conditions and provisions of thisAgreement and the Plan which affect the Grantee or such other person shall havebeen complied with as specified herein.

 

10.                                 **Rights as a Stockholder. **Subject to the limitations and restrictions containedherein, the Grantee (or Beneficiary) shall have all rights as a stockholderwith respect to the shares of Restricted Stock once such shares have beenregistered in the Grantee’s name or issued for the benefit of Granteehereunder.

 

11.                                 **Adjustments**.  As provided in Section 15 of the Plan, certain adjustmentsmay be made to the Restricted Stock upon the occurrence of events orcircumstances described in Section 15 of the Plan.

 

12.                                 **Notice**. Unless the Company notifies the Grantee in writing of a differentprocedure, any notice or other communication to the Company with respect tothis Agreement shall be in writing and shall be:

 

(a)                                  deliveredpersonally to the following address:

 

Edge Petroleum Corporation

1301 Travis, Suite 2000

Houston, Texas  77002

or

 

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(b)                                 sentby first class mail, postage prepaid and addressed as follows:

 

Edge Petroleum Corporation

c/o Corporate Secretary

1301 Travis, Suite 2000

Houston, Texas 77002

 

Any notice or othercommunication to the Grantee with respect to this Agreement shall be in writingand shall be delivered personally, or shall be sent by first class mail,postage prepaid, to Grantee’s address as listed in the records of the Companyon the Grant Date, unless the Company has received written notification fromthe Grantee of a change of address.

 

13.                                 **Amendment.** Without the consent of theGrantee, this Agreement may be amended or supplemented (i) to cure anyambiguity or to correct or supplement any provision herein which may bedefective or inconsistent with any other provision herein, or (ii) to add tothe covenants and agreements of the Company for the benefit of Grantee orsurrender any right or power reserved to or conferred upon the Company in thisAgreement, subject, however, to any required approval of theCompany’s stockholders and, provided, in each case, that such changes orcorrections shall not adversely affect the rights of Grantee with respect tothe Award evidenced hereby without the Grantee’s consent, or (iii) to make suchother changes as the Company, upon advice of counsel, determines are necessaryor advisable because of the adoption or promulgation of, or change in or of theinterpretation of, any law or governmental rule or regulation, including anyapplicable federal or state securities laws.

 

14.                                 **Grantee Service**.  Nothing contained in this Agreement, and no action of the Companyor the Committee with respect hereto, shall confer or be construed to confer onthe Grantee any right to continue in the service of the Company as a Director.

 

15.**                                 GoverningLaw.  This Agreement shall be governedby, and construed in accordance with, the internal laws of the State ofDelaware.**

 

16.                                 **Construction. **Referencesin this Agreement to “this Agreement” and the words “herein,” “hereof,”“hereunder” and similar terms include all Exhibits and Schedules appendedhereto, including the Plan.  ThisAgreement is entered into, and the Award evidenced hereby is granted, pursuantto the Plan. The headings of the Sections of this Agreement have been includedfor convenience of reference only, are not to be considered a part hereof andshall in no way modify or restrict any of the terms or provisions hereof.

 

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17.                                 **Duplicate Originals. **The Company and the Grantee may sign any number of copies ofthis Agreement.  Each signed copy shallbe an original, but all of them together represent the same agreement.

 

18.                                 **Entire Agreement**.  Grantee and the Company hereby declare and represent that nopromise or agreement not herein expressed has been made and that this Agreementcontains the entire agreement between the parties hereto with respect to theOption and replaces and makes null and void any prior agreements, oral orwritten, between Grantee and the Company regarding the Restricted Stock award.

 

19.                                 **Grantee Acceptance.**  Grantee shall signify acceptance of theterms and conditions of this Agreement by signing in the space provided at theend hereof and returning a signed copy to the Company.

 

 
|   | EDGE  PETROLEUM CORPORATION |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By                          |   |
|   |                        | John W.  Elias |
|   |                        | Chairman, President  & CEO |
|   |                        |
|   | ACCEPTED                    |
|   |                        |
|   |                        |

 

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|   | Exhibit B to  Restricted Stock Award |
|--------|--------------------------------------|
|   | Award dated  as of June 1, 2004 |

 

 

# **EDGE PETROLEUMCORPORATION INCENTIVE PLAN**

# ** **

**Designation ofBeneficiary**

 
| I,                                                                     (the “Grantee”), hereby declare that upon my death |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  (the “Primary Beneficiary”) of |
| Name                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | , |
| Street Address                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | City | State | Zip Code |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |
| who is my                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | , shall be  entitled to the |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Relationship to Grantee |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
| Restricted  Stock and all other rights accorded the Grantee by the above-referenced  agreement (the “Agreement”).  In the  event my Primary Beneficiary predeceases me or dies within 120 hours after my  death, then I hereby declare                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   (“Secondary Beneficiary”) of |   |
| Name                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Street Address |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | , |
| City                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | State | Zip Code |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
| who is my                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | , shall be  entitled to the Restricted Stock and all other |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Relationship to Grantee |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |
| rights  accorded the Grantee by the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

It isunderstood that this Designation of Beneficiary is made pursuant to theAgreement and is subject to the conditions stated herein, including theBeneficiary’s survival of the Grantee’s death.    If any such condition is not satisfied, such rights shalldevolve according to the Grantee’s will or the laws of descent anddistribution.

 

It is furtherunderstood that all prior designations of beneficiary under the Agreement arehereby revoked and that this Designation of Beneficiary may only be revoked inwriting, signed by the Grantee, and filed with the Company prior to theGrantee’s death.  As used herein“Primary Beneficiary’ and “Secondary Beneficiary” shall both refer, asapplicable, to the term “Beneficiary” as used in the Agreement.

 

 
|   |   |   |
|--------|--------|--------|
| Date   |   |

 

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