**EXHIBIT 10.3**
**FORM OF RESTRICTED STOCK AWARD AGREEMENT**
     This **Restricted Stock Award Agreement**(“Agreement”) is effective as of ______,between **Encore Acquisition Company**, a Delaware corporation (the “Company”) and ______(the“Executive”).
     WHEREAS, pursuant to the provisions of the Company’s 2000 Incentive Stock Plan (the “Plan”),the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Boardof Directors”), which administers the Plan, has determined to grant a Restricted Stock Award to theExecutive upon the terms set forth below;
     NOW, THEREFORE, the Company and the Executive agree as follows:
     1. **Grant of Restricted Stock.**The Company hereby awards to the Executive under the Plan,subject to the terms and conditions hereinafter set forth, ______shares of common stock, parvalue $0.01 per share (the “Common Stock”), of the Company (the “Restricted Stock”). The Companywill issue to the Executive stock certificates evidencing the shares of Restricted Stock, whichcertificates will be registered in the name of the Executive and will bear an appropriate legendreferring to the terms, conditions, and restrictions applicable to the Restricted Stock,substantially in the following form:
The transferability of this certificate and the shares of Common Stock representedhereby are subject to the terms, conditions and restrictions (including forfeiture)contained in the Restricted Stock Award Agreement, effective as of______, between Encore Acquisition Company and the registered ownerhereof. Copies of such Agreement are on file in the offices of Encore AcquisitionCompany, 777 Main Street, Suite 1400, Fort Worth, Texas 76102.
The certificates evidencing the shares of Restricted Stock shall be held in custody by the Companyor, if specified by the Committee, by a third party custodian or trustee, until the restrictions onsuch shares shall have lapsed, and, as a condition of this award of Restricted Stock, the Executiveshall deliver a stock power, duly endorsed in blank, relating to the shares of Restricted Stock.
     2. **Transfer Restrictions.**Except as expressly provided herein, the shares of Restricted Stockare non-transferable, otherwise than by will or the laws of descent and distribution, and may nototherwise be assigned, pledged, hypothecated or otherwise disposed of and shall not be subject toexecution, attachment or similar process. Upon any attempt to effect any such disposition, or uponthe levy of any such process, the award provided for herein shall immediately become null and void,and the shares of Restricted Stock shall be immediately forfeited to the Company.
     3. **Restrictions.**Subject to the forfeiture provision of Section 4 hereof, the restrictions onthe shares of Restricted Stock shall lapse and such shares shall vest in the Executive subject tothe following conditions:
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If and only if the Company shall achieve anyone of the following performance goals during eitherthe _______ fiscal year or the _______ fiscal year:
 (i)  on a barrels of oil equivalent basis using prices of $______ per barrel ofoil and $_____ per thousand cubic feet of natural gas, (A) the Company’s proved oiland gas reserves at ______, minus the Company’s proved oil and gas reservesat ______(B) is greater than the Company’s production of oil and naturalgas during the year ended ______; or  (ii)  the Company’s finding and development costs for the year ended______shall be less than the finding and development costs of at least 50%of the companies constituting the compensation peer group set forth in Exhibit Ahereto; with the finding and development costs determined as (A) the sum of (a) thecapital invested for development of oil and gas properties during the year ended______, plus (b) the capital invested for acquisition of oil andgas properties during the year ended ______, (B) divided by the sum of (x)the increase in proved oil and gas reserves from ______to______, plus (y) oil and gas production during the year ended______; or  (iii)  on a barrels of oil equivalent basis using prices of $_____ per barrel ofoil and $_____ per thousand cubic feet of natural gas, (A) the Company’s proved oiland gas reserves at ______, minus the Company’s proved oil and gas reservesat ______(B) is greater than the Company’s production of oil and naturalgas during the year ended ______; or  (iv)  the Company’s finding and development costs for the year ended______shall be less than the finding and development costs of at least 50%of the companies constituting the compensation peer group set forth in Exhibit Ahereto; with the finding and development costs determined as (A) the sum of (a) thecapital invested for development of oil and gas properties during the year ended______, plus (b) the capital invested for acquisition of oil and gasproperties during the year ended ______, (B) divided by the sum of (x) theincrease in proved oil and gas reserves from ______to ______,plus (y) oil and gas production during the year ended ______;
then, the shares of Restricted Stock shall vest in the Executive in three installments at the rateof thirty-three and one-third percent (33 1/3%) of the shares of Restricted Stock awarded hereunderon each _________________ of the years 20_____, 20_____ and 20_____; provided that restrictions shall notlapse with respect to any fraction of a share. Shares as to which restrictions shall have lapsedshall no longer be deemed Restricted Stock. If as of ______________, the Company shall not haveachieved one of the performance goals set forth above, then all shares of Restricted Stock shall beimmediately forfeited to the Company.
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     4. **Termination of Employment; Forfeiture.**
     (a) Upon termination of the Executive’s employment with the Company or any subsidiary of theCompany (or the successor of any such company) as a result of the retirement of the Executive, theshares of Restricted Stock, after such retirement, shall continue to be subject to the restrictionsset forth herein, which restrictions shall lapse and such shares shall vest in the Executive inaccordance with the provisions of Section 3 hereof as if the Executive had remained employed by theCompany. Retirement of the Executive shall mean (i) the termination of employment with the Companyon or after the last day the month in which the Executive attains age 65 and has, as of such dateof termination, been continuously employed by the Company for at least two years or (ii) otherwiseas the Committee shall determine, in its sole discretion.
     (b) Upon termination of the Executive’s employment with the Company or any subsidiary of theCompany (or the successor of any such company) as a result of the death of the Executive, therestrictions on all shares of Restricted Stock shall lapse and such shares shall vest in theExecutive’s legal representative, beneficiary or heir only if, and immediately after, the Companyachieves one of the performance goals set forth in Section 3 hereof.
     (c) Upon termination of the Executive’s employment with the Company or any subsidiary of theCompany (or the successor of any such company) as a result of the disability of the Executive, theshares of Restricted Stock, after such disability, shall continue to be subject to the restrictionsset forth herein, which restrictions shall lapse and such shares shall vest in the Executive inaccordance with the provisions of Section 3 hereof as if the Executive had remained employed by theCompany; provided that if the Executive shall be disabled for a continuous period of 18 months,then the restrictions on all shares of Restricted Stock shall lapse and such shares shall vest inthe Executive if and only if prior to or during such disability the Company shall achieve one ofthe performance goals set forth in Section 3 hereof, which lapse of restrictions and vesting shalloccur on the later of (i) the last day of such 18 months of continuous disability or (ii) the datethe Company shall achieve one of such performance goals if the Executive shall remain socontinuously disabled on such date. The disability of the Executive shall mean the totaldisability of the Executive as determined in accordance with the Company’s long-term disabilityinsurance benefit plan, or if no such plan is then in existence, total and permanent disability asdetermined by the Committee in its sole discretion.
     (d) Upon termination of the Executive’s employment with the Company or any subsidiary of theCompany (or the successor of any such company) for any reason other than as described insubsections (a), (b) and (c) above, all shares of Restricted Stock as to which the restrictionsthereon shall not have previously lapsed shall be immediately forfeited to the Company.
     5. **Distribution Following Termination of Restrictions.**Upon the vesting and expiration of therestrictions as to any portion of the Restricted Stock, the Company will cause a new certificateevidencing such number of shares of Common Stock to be delivered to the Executive, or in the caseof his death to his legal representative, beneficiary or heir, free of the legend regardingtransferability; provided that the Company shall not be obligated to issue any fractional shares ofCommon Stock.
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     6. **Voting and Dividend Rights.**During the period in which the restrictions provided hereinare applicable to the Restricted Stock, the Executive shall have the right to vote the shares ofRestricted Stock and to receive any cash dividends paid with respect thereto unless and untilforfeiture thereof. Any dividend or distribution payable with respect to shares of RestrictedStock that shall be paid or distributed in shares of Common Stock shall be subject to the samerestrictions provided for herein, and the shares so paid or distributed shall be deemed RestrictedStock subject to all terms and conditions herein. Any dividend or distribution (other than cash orCommon Stock) payable or distributable on shares of Restricted Stock, unless otherwise determinedby the Committee, shall be subject to the terms and conditions of this Agreement to the same extentand in the same manner as the Restricted Stock is subject; provided that the Committee may makesuch modifications and additions to the terms and conditions (including restrictions on transferand the conditions to the timing and degree of lapse of such restrictions) that shall becomeapplicable to such dividend or distribution as the Committee may provide in its absolutediscretion.
     7. **Corporate Structure Change.**Except as otherwise provided in the Plan in the case of aChange in Control of the Company, in the event of any merger, consolidation, reorganization,recapitalization, reclassification or other capital or corporate structure change of the Company,the securities or other consideration receivable for or in conversion of or exchange for shares ofRestricted Stock shall be subject to the terms and conditions of this Agreement to the same extentand in the same manner as the Restricted Stock is subject; provided that the Board of Directors maymake such modifications and additions to the terms and conditions (including restrictions ontransfer and the conditions to the timing and degree of lapse of such restrictions) that shallbecome applicable to the securities or other consideration so receivable as the Board of Directorsmay provide in its absolute discretion.
     8. **Tax Withholding.**The obligation of the Company to deliver any certificate to the Executivepursuant to Section 5 hereof shall be subject to the receipt by the Company from the Executive ofany withholding taxes required as a result of the award of the Restricted Stock or lapsing ofrestrictions thereon. Unless the Committee or the Board of Directors shall determine otherwise atany time after the date hereof, the Executive may satisfy all or part of such withholding taxrequirement by electing to sell to the Company a designated number of unrestricted shares of CommonStock held by the Executive at a price per share equal to the Fair Market Value of such shares,provided that the aggregate value of the shares sold does not exceed the minimum required taxwithholding obligation.
     9. **Securities Laws Requirements.**The Company shall not be required to issue shares ofRestricted Stock unless and until (i) such shares have been duly listed upon each stock exchange onwhich the Common Stock is then registered and (ii) the Company has complied with applicable federaland state securities laws.
     The Company may require the Executive to furnish to the Company, prior to the issuance of anyshares of Restricted Stock, an instrument, in such form as the Committee may from time to time deemappropriate, in which the Executive represents that the shares of Restricted Stock acquired by himhereunder are being acquired for investment and not with a view to the sale or distributionthereof.
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     10. **Incorporation of Plan Provisions.**This Agreement and the award of Restricted Stockhereunder are made pursuant to the Plan and are subject to all of the terms and provisions of thePlan as if the same were fully set forth herein. In the event that any provision of this Agreementconflicts with the Plan, the provisions of the Plan shall control. The Executive acknowledgesreceipt of a copy of the Plan and agrees that all decisions under and interpretations of the Planby the Committee shall be final, binding and conclusive upon the Executive. Capitalized terms nototherwise defined herein shall have the same meanings set forth in the Plan for such terms.
     11. **No Rights to Employment.**Nothing contained in this Agreement shall confer upon theExecutive any right to continued employment by the Company or any subsidiary of the Company, orlimit in any way the right of the Company or any subsidiary to terminate or modify the terms of theExecutive’s employment at any time.
     12. **Miscellaneous.**
     (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATEOF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS.
     (b) This Agreement shall be binding upon and inure to the benefit of the Company and itssuccessors and assigns.
     (c) If any term or provision of this Agreement should be invalid or unenforceable, suchprovision shall be severed from this Agreement, and all other terms and provisions hereof shallremain in full force and effect.
     (d) This Agreement, including the relevant provisions of the Plan, constitutes the entireagreement between the parties with respect to the subject matter hereof and supersedes all prioragreements and understandings, both written and oral, with respect to the subject hereof. ThisAgreement may not be amended, except by an instrument in writing signed by the Company and theExecutive.
     (e) This Agreement may be executed in one or more counterparts, each of which shall be anoriginal, but all of which together shall constitute one and the same instrument.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.       **ENCORE ACQUISITION COMPANY**      By         Jon S. Brumley   President       **EXECUTIVE**          [Name]
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