Exhibit 10.12


 


 


COBALT
INTERNATIONAL ENERGY, INC.


LONG TERM INCENTIVE PLAN 

Restricted Stock Award Agreement


IPO Award — Class D Interests


 


You have been granted
restricted stock (this “Award”) on the
following terms and subject to the provisions of Attachment A and the Cobalt
Energy International, Inc. Long Term Incentive Plan (the “Plan”).  Unless defined in this Award agreement
(including Attachment A, this “Agreement”),
capitalized terms will have the meanings assigned to them in the Plan.  In the event of a conflict among the
provisions of the Plan, this Agreement and any descriptive materials provided
to you, the provisions of the Plan will prevail.


 


	
  Participant

  	
   

  	
  [Full name]

  
	
   

  	
   

  	
   

  
	
  Number of Shares Underlying Award

  	
   

  	
   

  [·] Shares (the “Restricted
  Shares”)

  
	
   

  	
   

  	
   

  
	
  Grant Date

  	
   

  	
  [Date of closing of IPO]

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  Subject to Section 3 of Attachment A, the
  Restricted Shares shall fully vest on [fifth anniversary of closing of IPO]
  (the “Scheduled Vesting Date”) if each of
  the following conditions is satisfied:

   

  ·                  the Participant does not experience a Termination of
  Service at any time prior to the Scheduled Vesting Date (the “Service Condition”); and

   

  ·                  the average of the volume weighted average price of
  a Share for each trading day during the 90-day period ending on the day
  before the Scheduled Vesting Date equals or exceeds $[price to public in IPO]
  (the “Value Condition”).  The “volume weighted average price” of a
  Share shall be computed based on composite trading between 9:30 a.m. and
  4:00 p.m. New York City time on the applicable date (i) as reported
  by The Bloomberg Professional Service on the Company’s page under the
  “VWAP” field, at 4:00 p.m. on such date; or (ii) if the volume
  weighted average price is not available from The Bloomberg Professional
  Service in such manner, as reported from a different third party source to
  which the Company has access on such date or, if the Company does not have
  access to such a third party source, the high and low sale prices (regular
  way) of a Share on such date.

  



 

















 


Attachment A


 


Restricted Stock Award Agreement


Terms and Conditions


 


Grant to:  [Full name]


 


Section 1.  Grant of
Restricted Stock Award. 
Subject to the terms and conditions of the Plan and this Agreement, the
Company hereby grants Restricted Stock to the Participant on the Grant Date on
the terms set forth on the cover page of this Agreement, as more fully
described in this Attachment A.  This
Award is granted under the Plan, which is incorporated herein by this reference
and made a part of this Agreement.


 


Section 2.  Issuance
of Shares.


 


(a)           The Restricted Shares shall be
evidenced by book-entry registration; provided, however,
that the Committee may determine that the Restricted Shares shall be evidenced
in such other manner as it deems appropriate, including the issuance of a stock
certificate or certificates.  In the
event that any stock certificate is issued in respect of the Restricted Shares,
such certificate shall (i) be registered in the name of the Participant, (ii) bear
an appropriate legend referring to the terms, conditions and restrictions
applicable to the Restricted Shares and (iii) be held in custody by the
Company.


 


(b)           Voting Rights.  The Participant shall have voting rights with
respect to the Restricted Shares.


 


(c)           Dividends.  All cash and other dividends and
distributions, if any, that are paid with respect to any Restricted Shares
shall be withheld by the Company and paid to the Participant, without interest,
only when, and if, the Restricted Shares become vested in accordance with this
Agreement.


 


(d)           Transferability.  Unless and until the Restricted Shares become
vested in accordance with this Agreement, the Restricted Shares shall not be
assigned, sold, transferred or otherwise be subject to alienation by the
Participant.


 


(e)           Section 83(b) Election.  If the Participant chooses, the Participant
may make an election under Section 83(b) of the Code with respect to
the  Restricted Shares, which would cause
the Participant currently to recognize income for U.S. federal income tax
purposes in an amount equal to the excess (if any) of the fair market value of
the Restricted Shares (determined as of the Grant Date) over the amount, if
any, that the Participant paid for the Restricted Shares, which excess will be
subject to U.S. federal income tax.  The form for making a Section 83(b) election
is attached as Attachment B.  The Participant acknowledges that (i) the
Participant is solely responsible for the decision whether or not to make a Section 83(b) election,
and the Company is not


 


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making any recommendation with respect thereto, (ii) it
is his or her sole responsibility to timely file the Section 83(b) election
within 30 days after the Grant Date, if the Participant decides to make such
election, and (iii) if the Participant does not make a valid and timely Section 83(b) election,
the Participant will be required to recognize ordinary income at the time of
vesting on any future appreciation on the Restricted Shares.


 


(f)            Withholding
Requirements.  The Company may
withhold any tax (or other governmental obligation) that becomes due with
respect to the Restricted Shares (or any dividend or distribution thereon), and
the Participant shall make arrangements satisfactory to the Company to enable
the Company to satisfy all such withholding requirements.  Notwithstanding the foregoing, the Committee
may permit, in its sole discretion, the Participant to satisfy any such
withholding requirement by transferring to the Company pursuant to such
procedures as the Committee may require, effective as of the date on which a
withholding obligation arises, a number of vested Shares owned and designated
by the Participant having an aggregate fair market value as of such date that
is equal to the minimum amount required to be withheld.  If the Committee permits the Participant to
satisfy any such withholding requirement pursuant to the preceding sentence,
the Company shall remit to the Internal Revenue Service and appropriate state
and local revenue agencies, for the credit of the Participant, an amount of
cash withholding equal to the fair market value of the Shares transferred to
the Company as provided above.


 


Section 3.  Vesting of Restricted
Shares.


 


(a)           Termination of Service.


 


(i)            Death or Disability. 
In the event of the Participant’s Termination of Service at any time due
to the Participant’s death or Disability, (x) the Service Condition shall
be deemed to be satisfied as of the date of such termination and (y) if
the Value Condition is satisfied as of the Scheduled Vesting Date, the
Restricted Shares shall fully vest as of such date.


 


(ii)           Any Other Termination of Service. 
In the event of the Participant’s Termination of Service at any time for
any reason (other than due to the Participant’s death or Disability), the
Restricted Shares shall be forfeited in their entirety as of the date of such
termination without any payment to the Participant.


 


Notwithstanding
the foregoing, in the event of the Participant’s Termination of Service other
than by the Company for Cause, the Committee may, in its sole discretion,
accelerate the vesting or waive any term or condition (including the Service
Condition and/or Value Condition) of this Agreement, subject to such terms and
conditions as the Committee deems appropriate, with respect to all or a portion
of the Restricted Shares.


 


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(b)           Change in Control.  If a Change in Control occurs at any time and
the Value Condition is satisfied as of the date of such Change in Control (as
described below), the Restricted Shares shall fully vest as of the date of such
Change in Control; provided that
if prior to the date of such Change in Control, the Company or the acquirer
requests in writing that the Participant continue to provide services to the
Company (or the successor or surviving entity) for a specified period not to
exceed 12 months after such Change in Control, the Restricted Shares shall vest
as of the earliest of (x) the last day of such requested period, (y) the
Scheduled Vesting Date or (z) the date, if any, of the Participant’s
Termination of Service by the Company (or the successor or surviving entity)
without Cause, by the Participant for Good Reason or due to the Participant’s
death or Disability (such earliest date, the “Change in Control Vesting
Date”).  The Restricted Shares shall be
forfeited in their entirety without any payment to the Participant upon his or
her Termination of Service by the Company (or the successor or surviving
entity) for Cause or by the Participant without Good Reason at any time prior
to the Change in Control Vesting Date. 
If a Change in Control occurs at any time and the Value Condition is not
satisfied as of the date of such Change in Control, the Restricted Shares shall
be forfeited in their entirety as of the date of such Change in Control without
any payment to the Participant.


 


If
a Change in Control results from the occurrence of an event within the meaning
of:


 


(i)            clause (i) or (iii) of
the definition of “Change in Control,” the Value Condition shall be deemed to
be satisfied as of the date of such Change in Control if the price or implied
price per Share in such Change in Control equals or exceeds $[price to public
in IPO]; or


 


(ii)           clause (ii) of
the definition of “Change in Control,” the Value Condition shall be deemed to
be satisfied if the average of the volume weighted average price of a Share for
each trading day during the 90-day period ending on the day before such Change
in Control equals or exceeds $[price to public in IPO].


 


(c)           Committee’s Failure to
Grant Specified Awards.  The
Restricted Shares shall fully vest as of the third anniversary of the IPO if,
during the period commencing on the Grant Date and ending on the third
anniversary of the IPO, the Committee has not granted Awards under the Plan
with terms substantially similar to the terms set forth in this Agreement
(other than this Section 4(c)) with respect to [·] Shares in the
aggregate.  For the avoidance of doubt,
IPO Awards granted under the Plan shall not constitute Awards granted for
purposes of this Section 4(c)).


 


(d)           Effect of Vesting.  Subject to the provisions of this Agreement,
upon the vesting of Restricted Shares, the restrictions under this Award with
respect to such Shares shall lapse, and subject to any applicable Lock Up
Agreement, such Shares shall be fully assignable, saleable and transferable by
the


 


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Participant,
and the Company shall deliver such Shares, along with any dividends and other
distributions that were paid with respect to such Shares but withheld pending
vesting, to the Participant.  Subject to
any applicable Lock Up Agreement, such Shares shall be delivered by transfer to
the Depository Trust Company for the benefit of the Participant or by delivery
of a stock certificate registered in the Participant’s name.


 


Section 4.  Miscellaneous
Provisions.


 


(a)           Notices.
All notices, requests and other communications under this Agreement shall be in
writing and shall be delivered in person (by courier or otherwise), mailed by
certified or registered mail, return receipt requested, or sent by facsimile
transmission, as follows:


 


if
to the Company, to:


 


Cobalt
International Energy, Inc.


Two
Post Oak Central


1980
Post Oak Blvd., Suite 1200


Attention:
[General Counsel]


Facsimile:
[number]


 


if
to the Participant, to the address that the Participant most recently provided
to the Company,


 


or
to such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto.  All such notices, requests and other
communications shall be deemed received on the date of receipt by the recipient
thereof if received prior to 5:00 p.m. on a business day in the place of
receipt.  Otherwise, any such notice,
request or communication shall be deemed received on the next succeeding
business day in the place of receipt.


 


(b)           Entire
Agreement.  This Agreement,
the Plan, and any other agreements referred to herein and therein and any
schedules, exhibits and other documents referred to herein or therein,
constitute the entire agreement and understanding between the parties in
respect of the subject matter hereof and supersede all prior and
contemporaneous arrangements, agreements and understandings, both oral and
written, whether in term sheets, presentations or otherwise, between the
parties with respect to the subject matter hereof.


 


(c)           Amendment;
Waiver.  No amendment or
modification of any provision of this Agreement shall be effective unless
signed in writing by or on behalf of the Company and the Participant, except
that the Company may amend or modify the Agreement without the Participant’s
consent in accordance with the provisions of the Plan or as otherwise set forth
in this Agreement.  No waiver of any
breach or condition of this Agreement shall be deemed to be a waiver of any


 


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other
or subsequent breach or condition whether of like or different nature.  Any amendment or modification of or to any
provision of this Agreement, or any waiver of any provision of this Agreement,
shall be effective only in the specific instance and for the specific purpose
for which made or given.


 


(d)           Assignment.  Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by the Participant.


 


(e)           Successors
and Assigns; No Third Party Beneficiaries.  This Agreement shall inure to the benefit of
and be binding upon the Company and the Participant and their respective heirs,
successors, legal representatives and permitted assigns.  Nothing in this Agreement, expressed or
implied, is intended to confer on any Person other than the Company and the
Participant, and their respective heirs, successors, legal representatives and
permitted assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement.


 


(f)            Counterparts.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


 


(g)           Participant
Undertaking.  The Participant
agrees to take whatever additional action and execute whatever additional
documents the Company may deem necessary or advisable to carry out or give
effect to any of the obligations or restrictions imposed on either the
Participant or the Restricted Shares pursuant to the provisions of this
Agreement.


 


(h)           Plan.  The Participant acknowledges and understands
that material definitions and provisions concerning the Restricted Shares and
the Participant’s rights and obligations with respect thereto are set forth in
the Plan.  The Participant has read
carefully, and understands, the provisions of the Plan.


 


(i)            Governing Law.  The Agreement shall be governed by the laws
of the State of Delaware, without application of the conflicts of law
principles thereof.


 


(j)            Jurisdiction.  The parties hereto agree that any suit,
action or proceeding seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby (whether brought by any party or any of its affiliates or
against any party or any of its affiliates) shall be brought in the Delaware
Chancery Court or, if such court shall not have jurisdiction, any federal court
located in the State of Delaware or other Delaware state court, and each of the
parties hereby irrevocably consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of


 


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the
venue of any such suit, action or proceeding in any such court or that any such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.  Process in any such
suit, action or proceeding may be served on each party anywhere in the world,
whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 4(a) shall
be deemed effective service of process on such party.


 


(k)           WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.


 


 


	
   

  	
  COBALT
  INTERNATIONAL ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name
  of Participant]

  



 


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Attachment
B


 


SECTION 83(b) ELECTION


 


This statement is being made
under Section 83(b) of the Internal Revenue Code, pursuant to Treas.
Reg. Section 1.83-2.


 


(1)               The taxpayer performing the
services is:


 


Name:


Address:


Social Security Number:


 


(2)               The property with respect to
which the election is being made is                     
shares (the “Restricted Shares”) of common
stock, par value $.01 per share, of Cobalt
International Energy, Inc. (the “Company”)


 


(3)               The Restricted Shares were
transferred on                                           .


 


(4)               The taxable year in which
the election is being made is the calendar year                    .


 


(5)               The Restricted Shares are
not transferable and are subject to a substantial risk of forfeiture within the
meaning of Section 83(c)(1) of the Internal Revenue Code until and
unless specified conditions are satisfied or a specified event occurs, in each
case as set forth in the Company’s Long
Term Incentive Plan and the Restricted Stock Award Agreement pursuant to
which the Restricted Shares were issued.


 


(6)               The fair market value of the
Restricted Shares at the time of transfer (determined without regard to any
restriction other than a restriction which by its terms will never lapse) is $                    
per share.


 


(7)               The amount paid by the
taxpayer for the Restricted Shares is $                    
per share.


 


(8)               A copy of this statement has
been furnished to the Company, for whom the taxpayer will be performing
services underlying the transfer of the Restricted Shares.


 


(9)               This statement is executed
on                             .


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Spouse
  (if any)

  	
   

  	
  Taxpayer

  



 


This
statement must be filed with the Internal Revenue Service Center with which you
filed your last U.S. federal income tax return within 30 days after the grant
date of the Restricted Stock Award Agreement. 
This filing should be made by registered or certified mail, return
receipt requested.  You are also required
to (i) deliver a copy of this statement to the Company and (ii) attach
a copy of this statement to your federal income tax return for the taxable year
that includes the grant date (and may also be required to attach a copy of this
statement to your state income tax return for such year).  You should also retain a copy of this
statement for your records.


 


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