**EXHIBIT 10.21**
**REMINGTON OIL AND GAS CORPORATION**
**2004 STOCK INCENTIVE PLAN**
**RESTRICTED STOCK AGREEMENT**
(Non-employee Directors)
      **1. ****Agreement to Grant Restricted Shares****.**Subject to the conditions described in thisagreement (the “Agreement”) and the Remington Oil and Gas 2004 Stock Incentive Plan (the “Plan”),Remington Oil and Gas Corporation, a Delaware corporation (the “Company”), hereby agrees to grantto                                          (“Participant”) all rights, title and interest in the record andbeneficial ownership of                      (     ) shares (the “Restricted Shares”) of common stock,$0.01 par value per share, of the Company (“Common Stock”). The grant of such Restricted Sharesshall be effective as of                      (the “Grant Date”). All capitalized terms not otherwisedefined herein shall have the meanings set forth in the Plan, the terms of which are incorporatedherein by reference.
      **2. ****Issuance and Transferability****.**Certificates representing the shares grantedhereunder shall be issued to Participant pursuant to the terms of the Plan as of the Grant Date andshall be marked with the following legend:
“The shares represented by this certificate have been issuedpursuant to the terms of the Remington Oil and Gas Corporation2004 Stock Incentive Plan and may not be sold, pledged,transferred, assigned or otherwise encumbered in any mannerexcept as is set forth in the terms of such Plan or Awarddated                     .”
Until all restrictions lapse, the Restricted Stock shall not be transferable except by will or thelaws of descent and distribution or pursuant to a domestic relations order of the court in adivorce proceeding. No right or benefit hereunder shall in any manner be liable for or subject toany debts, contracts, liabilities, or torts of Participant. Notwithstanding the foregoing, in thecase of Participant’s death or Disability, Participant’s rights under this Agreement may beexercised by Participant’s guardian or legal representative. Any purported assignment, alienation,pledge, attachment, sale, transfer or other encumbrance of the Restricted Stock, prior to the lapseof restrictions, that does not satisfy the requirements hereunder shall be void and unenforceableagainst the Company.
      **3. ****Risk of Forfeiture****.**Participant shall immediately forfeit all rights pursuant tothis Agreement and to any nonvested portion of the Restricted Shares in the event of Participant’sresignation or removal from the Board of Directors of the Company under circumstances that do notcause Participant to become fully vested under the terms of this Agreement.
      **4. ****Vesting****.**Subject to Paragraph 3 hereof and the terms of the Plan, Participantshall vest in all rights under the Restricted Shares and any rights of the Company to such sharesshall lapse with respect to the Restricted Shares on the earlier of (i) the dates set forth below;(ii) a Change in Control; (iii) Participant’s Disability; (iv) Participant’s death; (v) Participantattains age 75 and terminates service on the Board; or (vi) the “Performance Vesting Date”described below. If
 

 

not earlier vested, the Restricted Shares shall vest according to the following schedule, providedthat the Participant continuously serves on the Board of Directors from the Grant Date to theapplicable vesting date:     April 13, 2008  25%April 13, 2009  25%April 13, 2010  50%
Notwithstanding the foregoing, all Restricted Shares shall become fully vested on the date that theclosing price per share of the Company’s Common Stock equals or exceeds two (2) times the closingprice per share of such stock on April 13, 2005 ($     ) on the New York Stock Exchange, or suchother exchange or market on which such shares primarily trade (the “Performance Vesting Date”).Upon vesting of the Restricted Shares, the Committee shall issue and deliver to Participant acertificate for such shares without the legend set forth in Section 2 above for the number ofshares that are no longer subject to such restrictions.
      **5. ****Ownership Rights/Dividends****.**Subject to the reservations set forth in thisAgreement, the Plan and Paragraph 8, upon Participant’s receipt of the Restricted Shares,Participant shall be entitled to all voting and ownership rights applicable to the RestrictedShares, including the right to receive any cash dividends that may be paid on the RestrictedShares. The Restricted Shares shall be registered in the name of the Participant and at theaddress set forth below the Participant’s signature attached hereto. In addition, in the event ofpayment of any dividends on shares of Common Stock after October 14, 2004 and prior to issuance ofthe Restricted Shares, Participant shall receive a cash payment equal to the dividends paid withrespect to an equivalent number of shares of Common Stock. Such payment shall be made toParticipant within thirty days of the issuance of the Restricted Shares.
      **6. ****Reorganization of the Company****.**The existence of this Agreement shall not affectin any way the right or power of the Company or its stockholders to make or authorize any or alladjustments, recapitalizations, reorganizations or other changes in the Company’s capital structureor its business; any merger or consolidation of the Company; any issue of bonds, debentures,preferred or prior preference stock ahead of or affecting the Restricted Shares or the rightsthereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any partof its assets or business, or any other corporate act or proceeding, whether of a similar characteror otherwise.
      **7. ****Recapitalization Events****.**In the event of stock dividends, spin-offs of assets orother extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers,consolidations, reorganizations, liquidations, issuances of rights or warrants and similartransactions or events involving the Company (“Recapitalization Events”), then for all purposesreferences herein to Common Stock or to Restricted Shares shall mean and include all securities orother property (other than cash) that holders of Common Stock of the Company are entitled toreceive in respect of Common Stock by reason of each successive Recapitalization Event, whichsecurities or other property (other than cash) shall be treated in the same manner and shall besubject to the same restrictions as the underlying Restricted Shares.
      **8. ****Certain Restrictions****.**By executing this Agreement, Participant acknowledges thathe will enter into such written representations, warranties and agreements and execute such
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documents as the Company may reasonably request in order to comply with the securities law or anyother applicable laws, rules or regulations, or with this document or the terms of the Plan.
      **9. ****Amendment.** No amendment or termination of this Agreement shall be made by theCompany at any time without the written consent of Participant.
      **10. ****Withholding of Taxes****.**Participant agrees that, if he makes an election underSection 83(b) of the Internal Revenue Code of 1986, as amended, with regard to the RestrictedShares, he will so notify the Company in writing within two (2) days after making such election, soas to enable the Company to timely comply with any applicable governmental reporting requirements.
      **11. ****No Guarantee of Tax Consequences****.**The Company makes no commitment or guaranteeto Participant that any federal or state tax treatment will apply or be available to any personeligible for benefits under this Agreement.
      **12. ****Severability****.**In the event that any provision of this Agreement shall be heldillegal, invalid, or unenforceable for any reason, such provision shall be fully severable andshall not affect the remaining provisions of this Agreement, and the Agreement shall be construedand enforced as if the illegal, invalid, or unenforceable provision had never been included herein.
      **13. ****Governing Law**. This Agreement shall be construed in accordance with the laws ofthe State of Delaware to the extent federal law does not supersede and preempt Delaware law.
      Executed the       day of                      2005.       **COMPANY:**      By:      
      Accepted the       day of                     , 2005       **PARTICIPANT:**              Address:                          
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