Exhibit 10.2


 


TRANSMONTAIGNE
INC.


EQUITY
INCENTIVE PLAN


RESTRICTED
STOCK AGREEMENT


 


THIS RESTRICTED STOCK AGREEMENT (the “Agreement”)
is made and entered into dated as of March 31, 2006 (the “Effective Date”),
is between TRANSMONTAIGNE INC., a Delaware corporation (the “Company”), and «First_Name» «MI»«Last_Name» (the “Grantee”).


 


1.                                      Grant
of Restricted Stock.  Pursuant to the
TransMontaigne Inc. Equity Incentive Plan (the “Plan”), the Company hereby
grants to the Grantee «Restricted» shares
(the “Shares”) of the Company’s common stock (the “Restricted Stock”),
effective as of the Effective Date.


 


2.                                      Restrictions.
 The Grantee shall not sell, assign,
transfer by gift or otherwise, pledge, hypothecate, or otherwise dispose of, by
operation of law or otherwise, any of the Shares for the period commencing on
the Effective Date and ending on the Expiration Date, except as otherwise
provided in Section 3(c) or as otherwise permitted by this Agreement
or the terms of the Plan.


 


3.                                      Vesting;
Lapse of Restrictions.


 


(a)                                  General.
 Except as otherwise provided in this
Agreement, the Restricted Stock shall vest and the restrictions shall lapse
according to the following schedule:


 


	
  Number of Years of Continuous

  	
   

  	
  Vested

  	
   

  	
  Total Vested

  	
   

  
	
  Employment Since the Effective Date

  	
   

  	
  Increment

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One Year

  	
   

  	
  25

  	
  %

  	
  25

  	
  %

  
	
  Two Years

  	
   

  	
  25

  	
  %

  	
  50

  	
  %

  
	
  Three Years

  	
   

  	
  25

  	
  %

  	
  75

  	
  %

  
	
  Four Years

  	
   

  	
  25

  	
  %

  	
  100

  	
  %

  



 


The Restricted Stock shall be fully vested and this Agreement shall
terminate on March 31, 2010 (the “Expiration Date”). Shares that have
become vested and as to which the restrictions have lapsed shall be referred to
as Vested Shares; Shares that have not become vested and as to which the
restrictions have not lapsed shall be referred to as Unvested Shares.


 


(b)                                  Vesting
on Change in Control.  Prior to the
Expiration Date, the Restricted Stock shall vest, the restrictions contained in
Section 2 shall lapse and this Agreement shall terminate as to all of the
Shares that have not previously become Vested Shares upon a “change in control”
of the Company (as defined in the Plan).


 

















 


(c)                                  Transfer
Upon Lapse of Restrictions.  After
the restrictions have lapsed, the Grantee may sell, assign, transfer by
gift or otherwise, hypothecate, or otherwise dispose of, by operation of law or
otherwise, any of the Vested Shares at the Grantee’s discretion, except that
the Grantee agrees that he shall not make any sale or transfer of the Vested
Shares that would conflict with or violate any of the provisions of the
Securities Act of 1933 or any applicable state securities laws.


 


4.                                      Termination
of Services.


 


(a)                                  Death,
Disability, Retirement.  If the
Grantee ceases performing services for the Company on account of death,
disability (determined under the Plan), or retirement according to the Company’s
established retirement policy, a pro rata portion of the Shares shall be Vested
Shares based on the ratio between (1) the number of full months of
employment or service completed from the Effective Date to the termination date
and (2) the total number of full months of employment or service required
for all of the Shares to become Vested Shares. The Grantee or the Grantee’s
personal representative, as the case may be, shall immediately transfer
and assign to the Company, without the requirement of any consideration by the
Company, all Unvested Shares.


 


(b)                                  Other
Terminations.  If the Grantee ceases
performing services for the Company for any reason other than death,
disability, or retirement, the Grantee shall immediately transfer and assign to
the Company, without the requirement of any consideration by the Company, all
Unvested Shares.


 


5.                                      Delivery
of Unvested Shares.  If the Grantee
or the Grantee’s representative is required to transfer certain of the Shares
to the Company pursuant to Section 4 hereof, the Shares shall promptly be
tendered to the Company by the delivery of certificates for such Shares, duly
endorsed in blank by the Grantee or the Grantee’s representative or with stock
powers attached thereto duly endorsed, at the Company’s principal offices, all
in form suitable for the transfer of such Shares to the Company without
the payment of any consideration therefor by the Company. After the time at
which any such Shares are required to be delivered to the Company for transfer
to the Company, the Company shall not pay any dividend to the Grantee on
account of such Shares or permit the Grantee to exercise any of the privileges
or rights of a stockholder with respect to such Shares, but shall, in so far as
permitted by law, treat the Company as the owner of such Shares.


 


6.                                      Effect
of Prohibited Transfer.  If any
transfer of Shares is made or attempted to be made contrary to the terms of
this Agreement, the Company shall have the right to acquire for its own
account, without the payment of any consideration therefor, such Shares from
the owner thereof or his transferee, at any time before or after such
prohibited transfer. In addition to any other legal or equitable remedies it may have,
the Company may enforce its rights to specific performance to the extent permitted
by law and may exercise such other equitable remedies then available to it.
The Company may refuse for any purpose to recognize any transferee who
receives Shares contrary to the provisions of this Agreement as a stockholder
of the Company and may retain and/or recover all dividends on such Shares
that were paid or payable subsequent to the date on which the prohibited
transfer was made or attempted.


 

















 


7.                                      Enforcement of Restrictions.


 


(a)                                  Legend.
 All certificates representing Shares
shall have affixed thereto the following legend:


 


“The Shares of stock represented by this
Certificate are subject to all of the terms of a Restricted Stock Agreement
between TransMontaigne Inc. and the registered owner of this Certificate (the “Agreement”)
and to the terms of the TransMontaigne Inc. Equity Incentive Plan. Copies of
the Agreement and the Plan are on file at the office of the Company. The
Agreement, among other things, limits the right of the Owner to transfer the
Shares represented hereby and provide in certain circumstances that all or a
portion of the Shares must be returned to the Company.”


 


(b)                                  Custody
of Certificates.  The Company may, in
its sole discretion, require the Grantee to keep the certificate representing
the Shares, duly endorsed, in the custody of the Company while the Shares are
subject to the restrictions contained in Section 2. The Company may, in
its sole discretion, require that the certificate representing the Shares, duly
endorsed, be held in the custody of a third party while the Shares are subject
to the restrictions contained in Section 2.


 


8.                                      Adjustments
for Stock Splits, Stock Dividends, etc. If the Company shall at any time
increase or decrease the number of its outstanding Stock or change in any way
the rights and privileges of such Stock by means of the payment of a stock
dividend or any other distribution upon such Stock payable in Stock, or through
a stock split, subdivision, consolidation, combination, reclassification or
recapitalization involving the Stock, then in relation to the Stock that is
affected by one or more of the above events, the numbers, rights and privileges
of all Shares subject to the provisions of this Agreement shall be increased,
decreased or changed in like manner as if they had been issued and outstanding,
fully paid and nonassessable at the time of such occurrence. Such additional
Shares shall be subject to the restrictions and other provisions of this
Agreement in the same manner and to the same extent as the Stock. All
certificates representing such additional Shares of capital stock shall have
affixed thereto the restrictive legends contained in Sections 7 and 9
hereof. If the Company shall at any time distribute with respect to the Stock
assets or securities of persons other than the Company (other than
distributions of cash or Stock), if the Company shall at any time grant to the
holders of its Stock rights to subscribe pro rata for
additional Shares thereof or for any other securities of the Company or of any
other corporation, or if there is any other change in the number or kind of
outstanding Stock or any stock or other securities into which the Stock shall
be changed or for which it shall have been exchanged, and if the Company shall
in its discretion determine that the event equitably requires an adjustment in
the number or kind of shares subject to this Agreement or the taking of any
other action by the Company, including without limitation the setting aside of
any property for delivery upon the full vesting of the Shares subject to this Agreement,
then 


 

















 


such adjustments shall be made or other action taken by the Company and
shall be effective for all purposes of this Agreement. Notwithstanding the
foregoing provisions of this Section 8, the Grantee shall have the right
to receive all amounts, including cash and property of any kind, distributed
with respect to the Stock after the Grantee becomes the holder of record of the
Shares.


 


9.                                      Investment
Representations.  If requested by the
Company, the Grantee shall provide the Company with a written representation to
the effect that the Shares are being acquired solely for investment and not
with a view to, or for sale in connection with, any distribution of the Shares
in any manner that would violate federal or state securities laws. The Grantee
acknowledges that all certificates representing Shares may have affixed
thereto a restrictive legend to evidence the requirement for compliance with
the Securities Act of 1933 and any applicable state securities laws. If the
Shares granted pursuant to this Agreement are not issued in a registered
transaction, the following additional legend shall be printed on all
certificates representing such Shares:


 


The Shares represented by this Certificate
are “restricted securities” as defined in Rule 144 under the Securities
Act of 1933 and may not be sold or transferred except in transactions
which comply with Rule 144 or, in the opinion of counsel acceptable to the
Issuer, are exempt therefrom.


 


10.                               Effect of
Change in Financial or Tax Accounting Treatment.  Notwithstanding any other provision of this
Agreement, if any changes in the financial or tax accounting rules applicable
to the Shares covered by this Agreement shall occur which, in the sole judgment
of the Company, may have a material adverse effect on the reported
earnings, assets or liabilities of the Company, the Committee may, in its sole
discretion, modify the Agreement with respect to any Shares which have not, at
the time of such determination, become Vested Shares.


 


11.                               Withholding.
 Upon the vesting of any portion of
the Shares, the Grantee must make arrangements satisfactory to the Company to
make payment to the Company of the amount required to be withheld under
applicable federal, state and local income and other tax laws (collectively, “Withholding
Taxes”). The Grantee may elect to pay such Withholding Taxes (a) in
cash, (b) by selling a portion of the Vested Shares, or (c) as
permitted by Section 17.2 of the Plan, by having the Company withhold from
the Vested Shares a number of shares having a value equal to the amount of the
minimum required Withholding Taxes, or such lesser amount as the Grantee may elect.
In such case, the value of the Shares to be withheld shall be based on the Fair
Market Value (as defined in the Plan) of the Shares or the date that the amount
of the Withholding Taxes is determined (the “Tax Date”). Grantee must make an
irrevocable election of the manner of payment of the Withholding Taxes no later
than fourteen (14) calendar days prior to the Tax Date, provided that if the Grantee
is an officer or director of the Company within the meaning of Section 16
of the Securities Exchange Act of 1934, the Grantee shall make the election in
accordance with the requirements of said Section 16 and any applicable rules thereunder.
If the Grantee has not made arrangements satisfactory to the Company to pay the
Withholding Taxes, the Company shall withhold from the Vested Shares, a number
of Shares having a value equal to the amount required to pay the Withholding
Taxes. The value of the Shares to be withheld shall be calculated in the same
manner as noted above.


 

















 


12.                               Acceptance
of Grant.  Grantee must accept the grant of the Shares of Restricted Stock
contemplated by this Agreement by signing and returning a fully executed
original of this Agreement to the Company in accordance with Section 13(b) below
no later than forty-five (45) days from the Effective Date (the “Acceptance
Period”). In the event the last day of the Acceptance Period should fall on a
Saturday, Sunday, or Federal holiday, the last day of the Acceptance Period
shall be deemed to be the following business day.


 


In the event
a fully-executed original of this Agreement is not received by the Company
prior to the expiration of the Acceptance Period, Grantee shall be deemed to have
rejected the grant of the Shares of Restricted Stock referenced herein and such
grant shall be deemed cancelled and null and void ab initio.


 


13.                               General.


 


(a)                                  Employment;
Services. Nothing contained in this Agreement shall confer upon the Grantee
any rights with respect to the continuation of his employment or services by
the Company, or interfere with or restrict in any way the right of the Company
(subject to the other terms of this Agreement) at any time to terminate such
employment or services.


 


(b)                                  Notices.
 All notices and other communications hereunder shall be in writing. Any
notice or other communication hereunder shall be deemed duly given three
business days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set
forth below:


 


(i)                                     If
intended for the Grantee, to the Grantee’s home address as listed in the
records of the Company.


 


(ii)                                  If
intended for the Company, to the address of the principal business office of
the Company, at 1670 Broadway, Suite 3100, Denver, Colorado 80202,
Attention:  Stock Plan Administrator.


 


Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the addresses set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by
giving the other Party notice in the manner herein set forth.


 


(c)                                  Entire
Agreement; Amendments.  This document sets forth the entire agreement
between the parties. Except as provided in Section 10, no provision of
this Agreement may be altered, amended, or revoked except by an instrument
signed by the Grantee and the Company. This Agreement shall be governed by the
terms of the Plan. To the extent that there is any inconsistency between the
terms of the Plan and this Agreement, the terms of this Agreement shall
control.


 

















 


(d)                                  Binding
Effect.  This Agreement shall extend to and be binding upon and shall
inure to the benefit of the heirs, personal representatives, and successors of
the parties.


 


(e)                                  Counterparts.
 This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute but one and the same instrument.


 


14.                               Governing Law.  This Agreement shall be governed by and
construed in accordance with the domestic laws of the state of Colorado without
giving effect to any choice or conflict of law provision or rule (whether
of such state or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than such state.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement to be effective as set forth above.


 


	
  TRANSMONTAIGNE INC.

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Donald H. Anderson, President

  	
   

  	
  «First_Name» «MI» «Last_Name»