exv10w26



 





Revised 2006




EXHIBIT 10.26




RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS




     THIS AGREEMENT, is made by and between Complete Production Services, Inc., a Delaware
corporation hereinafter referred to as “Company,” and «Name», a non-employee director of the
Company, hereinafter referred to as “Director” effective as of «Issuance_Date»:



     WHEREAS, the Company wishes to afford the Director the opportunity to own shares of its $0.01
par value Common Stock;



     WHEREAS, the Company wishes to carry out the Amended and Restated 2001 Stock Incentive Plan,
as the same may be amended from time to time (the “Plan”), the terms of which are hereby
incorporated by reference and made a part of this Agreement; and



     WHEREAS, the Administrator of the Plan has determined that it would be to the advantage and
best interest of the Company and its stockholder to issue the Restricted Shares provided for herein
to the Director as an inducement to enter into or remain in the service of the Company and as an
incentive for increased efforts during such service, and has advised the Company thereof and
instructed the undersigned officers to issue said Restricted Shares.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree
as follows:



ARTICLE I.

DEFINITIONS




     Whenever the following terms are used in this Agreement, they shall have the meaning specified
below unless the context clearly indicates to the contrary. The masculine pronoun shall include
the feminine and neuter, and the singular the plural, where the context so indicates. Capitalized
terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the
Plan.



Section 1.1. Administrator




     “Administrator” shall mean the entity that conducts the administration of the Plan (including
the issue of Restricted Shares) as provided therein, and generally shall refer to the Compensation
Committee of the Board, unless and to the extent (a) the Board has assumed the authority for
administration of all or any part of the Plan, or (b) the Compensation Committee has delegated the
authority for administration of all or part of the Plan.



Section 1.2. Board




     “Board” shall mean the Board of Directors of the Company.



Section 1.3. Code




     “Code” shall mean the Internal Revenue Code of 1986, as amended.



 









 





Section 1.4. Common Stock




     “Common Stock” shall mean the common stock of the Company, par value $0.01 per share, and any
equity security of the Company issued or authorized to be issued in the future, but excluding any
warrants, options or other rights to purchase Common Stock. Debt securities of the Company
convertible into Common Stock shall be deemed equity securities of the Company.



Section 1.5. Company




     “Company” shall mean Complete Production Services, Inc., a Delaware corporation, or any
successor corporation.



Section 1.6.  Exchange Act




     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



Section 1.7.  Forfeiture Restrictions




     “Forfeiture Restrictions” shall mean the restrictions that could result in forfeiture of the
Restricted Shares as set forth in Section 3.1, which restrictions lapse in accordance with Section
3.2.



Section 1.8. Non-transferable Vested Shares




     “Non-transferable Vested Shares” shall have the meaning given to that term in Section 3.4.



Section 1.9. Plan




     “Plan” shall mean the Complete Production Services, Inc. Amended and Restated 2001 Stock
Incentive Plan, as amended and/or restated from time to time.



Section 1.10. Restricted Shares




     “Restricted Shares” shall mean the Restricted Shares issued under this Agreement and the Plan,
so long as such shares are subject to the Restrictions. Transferable Vested Shares and
Non-transferable Vested Shares shall not be considered Restricted Shares hereunder.



Section 1.11. Restrictions




     “Restrictions” shall mean the vesting requirements set forth in Section 3.2, the Forfeiture
Restrictions set forth in Section 3.1, and the restrictions on sale or other transfer set forth in
Section 3.3.



Section 1.12. Rule 16b-3




     “Rule 16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be
amended from time to time.



Section 1.13. Secretary




     “Secretary” shall mean the Secretary of the Company.



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Section 1.14. Securities Act




     “Securities Act” shall mean the Securities Act of 1933, as amended.



Section 1.15.  Termination of Directorship




     “Termination of Directorship” shall mean the time when the Director ceases to be a Director
for any reason, including, but not by way of limitation, a termination by resignation, failure to
be elected, death or retirement, but excluding any termination of directorship where there is
simultaneous employment by the Company (or any Subsidiary of the Company) of such person. The
Board, in its sole and absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Directorship.



Section 1.16. Transferable Vested Shares




     “Transferable Vested Shares” shall have the meaning given to that term in Section 3.4.



Section 1.17. Vested Shares




     “Vested Shares” shall have the meaning given to that term in Section 3.2.



ARTICLE II.

ISSUANCE OF RESTRICTED SHARES




Section 2.1. Issuance of Restricted Shares




     Effective as of the Issuance Date, the Company issues to the Director «Grant_Number» of
Restricted Shares, subject to the Restrictions and the other terms and conditions set forth in this
Agreement.



Section 2.2. Consideration to Company




     In partial consideration of the issuance of the Restricted Shares by the Company, the Director
(i) agrees to render faithful and efficient services to the Company as a member of the Board for a
period of at least one (1) year from the Issuance Date, (ii) agrees not disclose or use, directly
or indirectly, any proprietary or confidential information concerning the Company so long as such
information is proprietary and/or confidential, except any disclosure or use that is for the
benefit of the Company and is incidental to the Director’s service with the Company, and (iii)
agrees to abide by all of the terms and conditions of this Agreement and the Plan. Nothing in the
Plan or this Agreement shall confer upon the Director any right to continue as a director of the
Company.



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Section 2.3. Rights as a Stockholder




     Except as otherwise provided herein, effective as of the Issuance Date, the Director shall
have all the rights of a stockholder with respect to the Restricted Shares, subject to the
Restrictions and the requirements of Section 3.4 as to the Non-transferable Vested Shares. Thus,
the Director shall have the right to vote the Restricted Shares and the Non-transferable Vested
Shares and to receive all dividends or other distributions paid or made with respect to the
Restricted Shares (subject to Section 3.5) and the Non-transferable Vested Shares.



ARTICLE III.




RESTRICTIONS ON SHARES




Section 3.1. Forfeiture Restrictions. 




     Upon Director’s Termination of Directorship, all Restricted Shares outstanding as of
such Termination of Directorship shall be automatically forfeited and cancelled, without payment of
any consideration therefore, effective as of the date of such Termination of Directorship. By
resolution, the Administrator may, on such terms and conditions as it deems appropriate, remove any
or all of the Restrictions (including without limitation, the Administrator may accelerate vesting)
at any time or from time to time.



Section 3.2. Lapse of Forfeiture Restrictions. 




     (a) The Forfeiture Restrictions and all other Restrictions shall lapse and the Restricted
Shares shall vest in full and become “Vested Shares” on the earlier of (i) the first anniversary of
the Issuance Date, or (ii) the date of the Company’s first annual meeting of stockholders following
the Issuance Date at which directors are elected that is held in April, May or June, conditioned
upon the Director’s continued service as a Board member through the applicable effective date of
vesting. The vesting of the Restricted Shares and the removal of the Restrictions with respect to
such Restricted Shares shall cease upon the Director’s Termination of Directorship.



     (b) By resolution, the Administrator may, on such terms and conditions as it deems
appropriate, remove any or all of the Restrictions (including without limitation, the Administrator
may accelerate vesting) at any time or from time to time.



Section 3.3. General Transfer Restrictions.




     The Director shall not sell, exchange, transfer, alienate, hypothecate, pledge, encumber or
assign any Restricted Shares, or any rights with respect thereto. Neither the Restricted Shares
nor any interest or right therein or part thereof shall be liable for the debts, contracts, or
engagements of the Director or his or her successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether
such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy) and any attempted
disposition thereof shall be null and void and of no effect.



Section 3.4. Special Transfer Restrictions.




     Once the Forfeiture Restrictions have lapsed and the Restricted Shares have vested and become
Vested Shares in accordance with Section 3.2, the Director shall not sell, exchange, transfer,



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alienate, hypothecate, pledge, encumber or assign 65% of such Vested Shares until following
Director’s Termination of Directorship (the “Non-transferable Vested Shares”). Once the Forfeiture
Restrictions have lapsed and the Restricted Shares have vested and have become Vested Shares in
accordance with Section 3.2, then 35% of such Vested Shares may be sold, exchanged, transferred,
alienated, hypothecated, pledged encumbered or assigned by the Director, without restriction (the
“Transferable Vested Shares”).



Section 3.5. Assets or Securities Issued With Respect to the Restricted Shares.




     Any and all cash dividends paid on the Restricted Shares and any and all shares of Common
Stock, capital stock or other securities or other property received by or distributed to Director
with respect to, in exchange for or in substitution of the Restricted Shares as a result of any
stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification,
or similar change in the capital structure of the Company shall also be subject to the Restrictions
until such restrictions lapse or are removed pursuant to this Agreement or action by the
Administrator. In addition, in the event of any merger, consolidation, share exchange or
reorganization affecting the Restricted Shares, then any new, substituted or additional securities
or other property (including money paid other than as a regular cash dividend) that is by reason of
any such transaction received with respect to, in exchange for or in substitution of the Restricted
Shares shall also be subject to the Restrictions until such Restrictions lapse or are removed
pursuant to this Agreement or by action of the Administrator. Any such assets or other securities
received by or distributed to Director with respect to, in exchange for or in substitution of any
Restricted Shares shall be immediately delivered to the Company to be held in escrow pursuant to
Section 3.6.



Section 3.6. Escrow of Shares.




     (a) The Secretary of the Company or any other person designated by the Administrator shall
retain physical custody of any certificates representing the Restricted Shares, or shall maintain
an account for Director evidencing the issuance of such Restricted Shares, in escrow until and to
the extent (i) such Restricted Shares have vested and all Restrictions have been removed or lapsed
as to such shares under this Agreement, provided, however, that only the Transferable Vested Shares
may be released from escrow at such time; or (ii) such Restricted Shares have been forfeited and
cancelled pursuant to Section 3.1. To ensure the delivery of Director’s Restricted Shares upon
forfeiture, Director hereby appoints the Secretary of the Company or any other designated escrow
agent as Director’s attorney-in-fact to assign and transfer unto the Company (or such designee),
such Restricted Shares, if any, pursuant to Section 3.1. Once the Forfeiture Restrictions have
lapsed and the Restricted Shares vest and become Vested Shares, the Secretary of the Company or any
other person designated by the Administrator shall retain physical custody of any certificates
representing the Non-Transferable Vested Shares, or shall maintain an account for Director
evidencing the issuance of such Non-Transferable Vested Shares, until the Director’s Termination of
Directorship.



     (b) The Secretary, or other escrow agent, shall not be liable for any act he or she may do or
omit to do with respect to holding the Restricted Shares in escrow and while acting in good faith
and in the exercise of his or her judgment.



Section 3.7. Vested Shares – Release .




     As and to the extent the Restricted Shares vest and the Restrictions lapse in accordance with
the terms of this Agreement, then the Transferable Vested Shares shall be released from any escrow
and delivered to the Director or for the benefit of his or her account without the legend
referenced in Section 3.8, and such shares shall be free of all Restrictions hereunder. The
Non-transferable Vested



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Shares shall continue to remain in escrow, and be subject to the transfer restrictions
contained in Section 3.4 until Director’s Termination of Directorship, at which time such
Non-transferable Shares shall be released from any escrow and delivered to the Director or for the
benefit of his or her account without the legend referenced in Section 3.8, and such shares shall
be free of all restrictions hereunder (including the restrictions contained in Section 3.4).



Section 3.8. Restrictive Legends and Stop Transfer Orders.




     (a) Any share certificate(s) (or electronic entry) evidencing the Restricted Shares issued
hereunder shall be endorsed with the following legend and any other legend required by any
applicable federal and state securities laws:




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF
REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE
WITH THE TERMS OF A RESTRICTED SHARES AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.



     (b) Director agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if
any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records.



     (c) The Company shall not be required: (i) to transfer on its books any shares of Common
Stock that have been sold or otherwise transferred in violation of any of the provisions of this
Agreement, or (ii) to treat as owner of such shares of Common Stock or to accord the right to vote
or pay dividends to any purchaser or other transferee to whom such shares shall have been so
transferred.



ARTICLE IV.

OTHER PROVISIONS




Section 4.1. Administration




     The Administrator shall have the power to interpret the Plan and this Agreement and to adopt
such rules for the administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules. All actions taken and all interpretations and
determinations made by the Administrator in good faith shall be final and binding upon the
Director, the Company and all other interested persons. No member of the Administrator shall be
personally liable for any action, determination or interpretation made in good faith with respect
to the Plan or the Restricted Shares. In its absolute discretion, the Board may at any time and
from time to time exercise any and all rights and duties of the Administrator under this Plan
except with respect to matters which under Rule 16b-3 or Section 162(m) of the Code, or any
regulations or rules issued thereunder, are required to be determined in the sole discretion of the
Compensation Committee.



Section 4.2. Withholding Taxes




     Director agrees that in the event the issuance of the Restricted Shares, or the vesting of the
Restricted Shares or the expiration or removal of Restrictions thereon results in the Director’s
realization of income which for federal, state or local income or employment tax purposes is, in
the
opinion of the Company, subject to withholding of tax at source by the Company, the Director
will pay to



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the Company an amount equal to such withholding tax or the Company may withhold such
amount from the Director’s salary or from dividends deposited with the Company with respect to the
Restricted Stock. The Committee, in its discretion, may also permit the surrender to the Company
of Transferable Vested Shares in payment of the tax withholding obligation to the extent permitted
by the Plan and provided such surrender will not result in any adverse accounting consequences to
the Company.



Section 4.3. Adjustment for Stock Split etc.




     In the event of any stock dividend, stock split, reverse stock split, recapitalization,
combination, reclassification, or similar change in the capital structure of the Company, the
Administrator shall make appropriate and equitable adjustments in the Restricted Shares, consistent
with the terms of the Plan. The provisions of this Agreement shall apply, to the full extent set
forth herein with respect to the Restricted Shares, to any and all shares of capital stock or other
securities which may be issued in respect of, in exchange for, or in substitution of the Restricted
Shares, and shall be appropriately adjusted for any stock dividends, splits, reverse splits,
combinations, recapitalizations and the like occurring after the date hereof.



Section 4.4. Taxes Consequences; Section 83(b) Election 




     Director has reviewed with Director’s own tax advisors the federal, state, local and foreign
tax consequences of this investment and the transactions contemplated by this Agreement. Director
is relying solely on such advisors and not on any statements or representations of the Company or
any of its agents. Director understands that Director (and not the Company) shall be responsible
for Director’s own tax liability that may arise as a result of this investment or the transactions
contemplated by this Agreement. Director understands that Director will recognize ordinary income
for federal income tax purposes under Section 83 of the Code as and when the Restrictions
applicable to such shares lapse. Director understands that Director may elect to be taxed for
federal income tax purposes at the time the Shares are purchased rather than as and when the
Restrictions applicable to such shares lapse by filing an election under Section 83(b) of the Code
with the Internal Revenue Service within thirty (30) days from the date of purchase.



     DIRECTOR ACKNOWLEDGES THAT IT IS DIRECTOR’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
TIMELY FILE THE ELECTION UNDER SECTION 83(b), EVEN IF DIRECTOR REQUESTS THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON DIRECTOR’S BEHALF.



Section 4.5. Conditions to Issuance of Stock Certificates or Electronic Delivery of the
Shares




     The Restricted Shares, or any portion thereof, may be either previously authorized but
unissued shares or issued shares of Common Stock that have then been reacquired by the Company.
The Company shall not be required to issue, deliver any certificate or certificates or
electronically deliver the Restricted Shares or portion thereof prior to fulfillment of all of the
following conditions:



     (a) The admission of such shares to listing on all stock exchanges on which such class of
stock is then listed;



     (b) The completion and continued availability of any registration or other qualification of
such shares, or an exemption for issuance under such shares, under any state or federal law or
under rulings or regulations of the Securities and Exchange Commission or of any other
governmental regulatory body, which the Administrator shall, in its absolute discretion, deem
necessary or advisable;



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     (c) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Administrator shall, in its absolute discretion, determine to be necessary or
advisable;



     (d) The receipt by the Company of all amounts which, under federal, state or local tax law, it
is required to withhold upon the issuance of such shares; and



     (e) The lapse of such reasonable period of time following the Issuance Date as the
Administrator may from time to time establish for reasons of administrative convenience.



Section 4.6. Limitations Applicable to Section 16 Persons.




     Notwithstanding any other provision of the Plan or this Agreement, the Restricted Shares and
this Agreement shall be subject to any additional limitations set forth in any applicable exemptive
rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange
Act) that are requirements for the application of such exemptive rule. To the extent permitted by
applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule.



Section 4.7. Notices




     Any notice to be given under the terms of this Agreement to the Company shall be addressed to
the Company in care of its Secretary, and any notice to be given to the Director shall be addressed
to him at the address given beneath his signature hereto. By a notice given pursuant to this
Section 5.6 either party may hereafter designate a different address for notices to be given. Any
notice, which is required to be given to the Director, shall, if the Director is then deceased, be
given to the Director’s personal representative if such representative has previously informed the
Company of his status and address by written notice under this Section 4.7 Any notice shall be
deemed duly given when delivered in person or enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.



Section 4.8. Titles




     Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.



Section 4.9. Construction




     This Agreement shall be administered, interpreted and enforced under the laws of the State of
Delaware.



Section 4.10. Conformity to Securities Laws




     Director acknowledges that the Plan is intended to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, and state securities laws and
regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and
the
Shares are to be issued, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be
deemed amended to the extent necessary to conform to such laws, rules and regulations.



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Section 4.11. Amendments




     This Agreement may not be modified or amended in any way that adversely affects the Director’s
rights hereunder, except by an instrument in writing signed by the Director and by a duly
authorized representative of the Company.



Section 4.12. Successors and Assigns




     The Company may assign any of its rights under this Agreement to single or multiple assignees,
and this Agreement shall inure to the benefit of the successors and assigns of the Company.
Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon
Director and his or her heirs, executors, administrators, successors and assigns.



     IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.



	 	 	 	 	 
	 	COMPLETE PRODUCTION SERVICES, INC.

 	 
	 	By:  	/s/ Joseph C. Winkler 	 
	 	 	Joseph C. Winkler, 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ James F. Maroney, III 	 
	 	 	James F. Maroney, III 	 
	 	 	Vice President, Secretary and General Counsel 	 
	 





 





«Name»

«Address»

«City», «State» «Zip_Code»




Director’s Taxpayer Identification Number:




«Tax_ID»





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