exv10w24



 



Exhibit 10.24






[Date]




[Name]

[Address]




Dear [Name],



Effective as of [date] (the “Award Date”), TODCO (the “Company”) hereby grants to you [number]
restricted shares (“Restricted Stock”) of the Company’s Common Stock in accordance with the TODCO
2005 Long Term Incentive Plan (the “Plan”). Your award is more fully described in the attached
Appendix A, Terms and Conditions of Employee Restricted Stock Award (which together with this
letter is the “Award Letter”).



Unless otherwise provided in the attached Appendix A, the restrictions on one-third (1/3) of your
shares of Restricted Stock will lapse and such shares will vest on each one (1)-year anniversary of
the Award Date, such that all of your shares of Restricted Stock will no longer be subject to
forfeiture and will be 100% vested as of the third (3rd) anniversary of the Award Date. Except as
otherwise expressly provided in Appendix A, the Restricted shares will vest and the restrictions
will lapse in accordance with the foregoing sentence provided that you are and have been
continuously employed by the Company from the Award Date through the date of vesting and the lapse
of restrictions (the “Vesting Date”). Except as expressly provided in Appendix A, all shares of
Restricted Stock as to which the restrictions thereon have not previously lapsed and are unvested
will automatically be forfeited upon your termination of employment for any reason (temporarily or
permanently) prior to the Vesting Date. In the event that a Vesting Date is a Saturday, Sunday or
holiday, such particular installment of shares will instead vest on the first business day
immediately following the Vesting Date.



Your Restricted Stock is subject to the terms and conditions set forth in the enclosed Plan, this
Award Letter, the Prospectus for the Plan, and any rules and regulations adopted by the Executive
Compensation Committee of the Company’s Board of Directors.



This Award Letter, the Plan and any
other attachments hereto should be retained in your files for future reference.




Very truly yours,




Jan Rask

President and Chief Executive Officer




Enclosures




 









 





Appendix A

Terms and Conditions of

Employee Restricted Stock Award

[Date]



The restricted shares (“Restricted Stock”) granted to you by TODCO (the “Company”) of Common Stock
of the Company are subject to the terms and conditions set forth in the TODCO 2005 Long Term
Incentive Plan (the “Plan”), any rules and regulations adopted by the Executive Compensation
Committee of the Company’s Board of Directors (the “Committee”), this Award Letter and the
Prospectus for the Plan. Any terms used and not defined in the Award Letter have the meanings set
forth in the Plan. In the event there is an inconsistency between the terms of the Plan and this
Award Letter, the terms of the Plan will control.




1.   Lapse of Risk of Forfeiture and Vesting



The Restricted Stock granted pursuant to your Award Letter will no longer be subject to forfeiture
on the Vesting Dates as set forth in your Award Letter. In certain circumstances described below,
the possibility of forfeiture of your Restricted Stock may lapse and the shares may become 100%
vested before the scheduled Vesting Date.




2.   Restrictions on the Restricted Stock



Until the restrictions on your Restricted Stock have lapsed and your shares have become vested in
accordance with this Award Letter, you may not sell, transfer, assign or pledge the shares. Stock
certificates representing your Restricted Stock will be registered in your name as of the Award
Date, but will be held by the Company on your behalf until the restrictions on such shares lapse.
Each such stock certificate shall bear the following legend:



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 Award Letter for such Restricted
Shares entered into between the registered owner of such shares and TODCO. A copy
of the Award Letter is on file in the office of the secretary of TODCO, located at
2000 W. Sam Houston Parkway South, Suite 800, Houston, Texas 77042. 



When the restrictions on shares of your Restricted Stock lapse and the shares become vested, a
certificate representing such shares will be delivered to you (or, in the event of your death, to
your beneficiary in accordance with the Plan.




3.   Dividends and Voting



You will have the right to vote your Restricted Stock, even if it remains subject to forfeiture
until it is forfeited. From the Award Date, all cash dividends payable with respect to your
Restricted Stock will be paid directly to you at the same time dividends are paid with respect to
all other shares of Common Stock unless and until any shares of the Restricted Stock are forfeited.





	4.	 	Termination of Employment Prior to a Change in Control




2









 












     (a) Forfeiture and Vesting. Except as provided in this Section 4 and Section 5, if
your employment is terminated your unvested shares of Restricted Stock for which the
restrictions have not lapsed shall be immediately forfeited. Any shares of Restricted Stock
forfeited hereunder shall automatically revert to the Company and become cancelled shares
and shall be again subject to the Plan as provided in Section 1.4 of the Plan.




     (b) Death or Disability. If your employment is terminated by reason of death or
disability (as determined by the Committee), all of your shares of Restricted Stock will no
longer be subject to the possibility of future forfeiture and will be 100% vested.




     (c) Convenience of the Company. If your employment is terminated by the Company for
the convenience of the Company (as determined by the Committee) or if you retire for the
convenience of the Company (as determined by the Committee), all of your shares of
Restricted Stock will no longer be subject to the possibility of future forfeiture and will
be 100% vested.




     (d) Other Termination of Employment. If your employment terminates for any reason
other than those provided in paragraphs (b) and (c) above, any of your shares of Restricted
Stock as to which the risk of forfeiture has not previously lapsed and are unvested prior to
your termination of employment will be forfeited, unless otherwise determined by the
Committee in its sole discretion.




     (e) Adjustments by the Committee. The Committee may, in its sole discretion, exercised
before or after your termination of employment, eliminate the risk of future forfeiture and
accelerate the vesting of all or any portion of your shares of Restricted Stock.




     (f) Committee Determinations. The Committee shall have absolute discretion to
determine the date and circumstances of termination of your employment, and its
determination shall be final, conclusive and binding upon you.



5.   Change in Control





     (a) Acceleration of Lapse of Restrictions. All of your shares of Restricted Stock will
no longer be subject to forfeiture immediately and will be 100% vested if you are employed
on the date of a Change in Control and a successor entity does not assume
this Award Letter. If you are employed on the date of a Change in Control and a successor
entity assumes this Award Letter, your Restricted Stock shall continue to vest in accordance
with the Vesting Dates in this Award Letter; provided, however, that the following rules
will apply to the vesting of the Restricted Shares after a Change in Control:




     (i) Forfeiture and Vesting. Except as provided in this Section 5, if your
employment is terminated after a Change in Control, your unvested shares of
Restricted Stock for which the restrictions have not lapsed shall be immediately
forfeited. Any shares of Restricted Stock forfeited hereunder shall automatically



3









 







revert to the Company and become cancelled shares and shall be again subject to
the Plan as provided in Section 1.4 of the Plan.




     (ii) Death, Disability or Retirement. If your employment is terminated by
reason of death, disability or retirement for the convenience of the Company (as
determined by the Committee) after a Change in Control, all of your shares of
Restricted Stock will no longer be subject to the possibility of future forfeiture
and will be 100% vested.




     (iii) Termination Without Cause or for Good Reason. If your employment is
terminated by the Company without cause or by you for good reason (as determined by
the Committee), within 18 months after a Change in Control, all of your shares of
Restricted Stock will no longer be subject to the possibility of future forfeiture
and will be 100% vested.




     (iv) Other Termination of Employment. If your employment terminates for any
reason other than those provided in paragraphs (2) or (3) above, any of your shares
of Restricted Stock as to which the risk of forfeiture has not previously lapsed and
are unvested prior to your termination of employment will be forfeited, unless
otherwise determined by the Committee in its sole discretion.




     (v) Adjustments by the Committee. The Committee may, in its sole discretion,
exercised before or after your termination of employment, eliminate the risk of
future forfeiture and accelerate the vesting of all or any portion of your shares of
Restricted Stock.




     (vi) Committee Determinations. The Committee shall have absolute discretion to
determine the date and circumstances of termination of your employment, and its
determination shall be final, conclusive and binding upon you.




     (b) Change in Control. A Change in Control of the Company shall be deemed to have
occurred as of the first day any one or more of the following conditions shall have been
satisfied:




     (i) The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
shares representing 20% or more of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this subsection (i), the following acquisitions shall not constitute a
Change in Control: (1) any acquisition directly from the
Company, (2) any
acquisition by the Company (it being understood that an acquisition by an acquiror
of greater than 20% of the Outstanding Company Voting Securities directly from
TODCO shall not prevent such acquiror from causing a subsequent Change in Control if
it thereafter acquires an additional 20%



4









 







of the Outstanding Company Voting Securities in a transaction that would
otherwise constitute a Change in Control), (3) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation or other entity controlled by the Company, or (4) any acquisition by
any corporation or other entity pursuant to a transaction which complies with
clauses (1), (2) and (3) of Section 5(b)(iii); or




     (ii) Individuals who, as of the effective date of the Plan (as defined in the
Plan), are members of the Board of Directors of the Company (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board of Directors of
the Company; provided, however, that for purposes of this paragraph of this Section
5(b)(ii), any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s shareholders, was approved by
a vote of at least a majority of the directors then comprising the Incumbent Board,
shall be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board of Directors
of the Company; or




     (iii) Consummation of a reorganization, merger, conversion or consolidation or
sale or other disposition of all or substantially all of the assets of the Company
(a “Business Combination”), in each case, unless, following such Business
Combination, (1) all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then outstanding combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors of the corporation or other entity resulting from such Business
Combination (including, without limitation, a corporation or other entity which as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Voting Securities, (2) no Person
(excluding any corporation or other entity resulting from such Business Combination
or any employee benefit plan (or related trust) of the Company or such corporation
or other entity resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of the combined voting power of the then
outstanding voting securities of the corporation or other entity resulting from such
Business Combination except to the extent that such ownership existed prior to the
Business Combination and (3) at least a majority of the members of the board of
directors of the corporation or other entity resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board of Directors of the Company,
providing for such Business Combination; or



5









 






     (iv) Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company other than in connection with the transfer of all or
substantially all of the assets of the Company to an affiliate or a Subsidiary of
the Company and in connection with such transfer you are offered the opportunity to
continue your employment on substantially the same terms as existed immediately
prior to the transfer.



6.   Tax Consequences and Income Tax Withholding



You should review the Plan Prospectus for a general summary of the federal income tax consequences
of your shares of Restricted Stock based on currently applicable provisions of the Code and related
regulations. The summary does not discuss state and local tax laws, which may differ from the
federal tax law. Neither the Company nor the Committee guarantees the tax consequences of your
Award Letter. You are advised to consult your own tax advisor regarding the application of tax
laws to your particular situation.



This Award Letter is subject to your satisfaction of the income tax withholding requirements.
Unless the Committee in its sole discretion determines otherwise, to satisfy any applicable
federal, state or local withholding tax liability arising from the grant of or lapse of the risk of
forfeiture on your Restricted Stock, the Company will retain a certain number of shares of Common
Stock having a value equal to the amount of your minimum statutory withholding obligation from the
shares otherwise deliverable to you upon your Restricted Stock becoming free of the risk of
forfeiture. As a condition of this award, you agree to waive your right to make an election under
Code Section 83(b). Accordingly, no such election will be recognized by the Company.




7.   Restrictions on Resale



Other than the restrictions referenced in Section 2, there are no restrictions imposed by the Plan
on the resale of Common Stock acquired under the Plan. However, under the provisions of the
Securities Act of 1933 (the “Securities Act”) and the rules and regulations of the Securities and
Exchange Commission (the “SEC”), resales of shares acquired under the Plan by certain officers and
directors of the Company who may be deemed to be “affiliates” of the Company must be made pursuant
to an appropriate effective registration statement filed with the SEC, pursuant to the provisions
of Rule 144 issued under the Securities Act, or pursuant to another exemption from registration
provided in the Securities Act. At the present time, the Company does not have a currently
effective registration statement pursuant to which such resales may be made by affiliates. There
are no restrictions imposed by the SEC on the resale of shares acquired under the Plan by persons
who are not affiliates of the Company; provided, however, that all employees and the grant of
Restricted Stock and any Common Stock deliverable hereunder are subject to the Company’s policies
against insider trading (including black-out periods during which no sales are permitted), and to
other restrictions on resale that may be imposed by the Company from time to time if it determines
said restrictions are necessary or advisable to comply with applicable law.





	8.	 	Effect on Other Benefits





6









 









Income recognized by you as a result of your Restricted Stock award will not be included in the
formula for calculating benefits under any of the Company’s retirement and disability plans or any
other benefit plans.




9.   Compliance with Laws



This Award Letter and the Restricted Stock and any Common Stock deliverable hereunder shall be
subject to all applicable federal and state laws and the rules of the exchange on which shares of
the Company’s Common Stock are traded.




10.   Miscellaneous





     (a) Not an Agreement for Continued Employment or Services. This Award Letter shall
not, and no provision of this Award Letter shall be construed or interpreted to, create any
right to be employed by or to provide services to or continue your employment with or
provide services to the Company, the Company’s affiliates, parent, subsidiary or their
affiliates.




     (b) Community Property. Each spouse individually is bound by, and such spouse’s
interest, if any, in the grant of Restricted Stock or in any shares of Common Stock is
subject to, the terms of this Award Letter. Nothing in this Award Letter shall create a
community property interest where none otherwise exists.


If you have any questions regarding your Restricted Stock award or would like to obtain additional
information about the Plan, please contact the Company’s General Counsel, TODCO, 2000 W. Sam
Houston Parkway South, Suite 800, Houston, Texas 77042 (telephone (713) 278 6000). Your Award
Letter and all attachments should be retained in your files for future reference.





7