exv10w1



 






	 	 	 
	Exhibit 10.1

	 	Form of Director Restricted Stock Grant Award Letter under the TODCO Long Term Incentive Plan







[TODCO LETTERHEAD]




                   , 200     




Name of Director

[address]


Dear           :



Effective as of                          (the “Award Date”), TODCO (the “Company”)
hereby grants to you            restricted shares (“Restricted Stock”) of the
Company’s Class A Common Stock (“Common Stock”) in accordance with the TODCO
Long-Term Incentive Plan (the “Plan”). Your award is more fully described in
the attached Appendix A, Terms and Conditions of Non-Employee Director
Restricted Stock Award.



Unless otherwise provided in the attached Appendix A, your Restricted Stock
will become 100% and fully vested on the tenth anniversary of the Award Date
(the “Vesting Date”); provided, however, that you must be in continuous service
as a Director of the Company from the Award Date through the Vesting Date in
order for your Restricted Stock to vest. In the event that the Vesting Date is
a Saturday, Sunday or holiday, you will instead obtain that 100% vested right
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, any additional terms and conditions set forth in the attached
Appendix A and the Prospectus for the Plan, and any rules and regulations
adopted by the Company’s Board of Directors.



This award letter and the attachments contain the formal terms and conditions
of your award and accordingly should be retained in your files for future
reference.



Very truly yours,




Jan Rask

President and Chief Executive Officer



Enclosures




 









 








Appendix A

to Award Letter

dated




Terms and Conditions of

Non-Employee Director Restricted Stock Award



The restricted shares (“Restricted Stock”) granted to you by TODCO (the
“Company”) of Class A Common Stock (“Common Stock”) of the Company are subject
to the terms and conditions set forth in the TODCO Long-Term Incentive Plan
(the “Plan”), any rules and regulations adopted by the Company’s Board of
Directors (the “Board”), any additional terms and conditions set forth in this
Appendix A which forms a part of the attached award letter to you (“Award
Letter”) and the Prospectus for the Plan. Any terms used in this Appendix A
and not defined in the Award Letter or this Appendix A have the meanings set
forth in the Plan. In the event there is an inconsistency between the terms of
the Plan and this Appendix A, the terms of the Plan will control.



1.  Vesting of Restricted Stock



Unless vested on an earlier date as provided in this Appendix A, the Restricted
Stock granted pursuant to your Award Letter will vest on the Vesting Date as
set forth in your Award Letter.



In certain circumstances described in paragraphs 4 and 5 below, your Restricted
Stock may vest before the Vesting Date.



2.  Restrictions on the Restricted Stock




Until your Restricted Stock has vested, 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 such shares vest.
When shares of your Restricted Stock vest, a certificate representing
such shares will be delivered to you (or, in the event of your death, to
your beneficiary under the Plan) as soon as practicable.



3.  Dividends and Voting




You will have the right to vote your Restricted Stock. 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.



 









 








4.  Termination of Service



      (a)  General. The following rules apply to the vesting of your Restricted Stock in
the event of your termination of service as a Director of the Company.



            (i)  Death or Disability. If your service is terminated by reason of death or
disability (as determined by the Board), all of your Restricted Stock will
immediately vest.



            (ii)  Failure to be Re-Elected or Re-Nominated. If your service is terminated
because you fail to be re-elected or re-nominated for service as a Director,
all of your Restricted Stock will immediately vest; provided, however, that
your failure to be re-nominated is not for cause (as determined by the Board).



            (iii)  At the Board’s Request. If you resign as a Director at the request of the
Board based upon a determination made by the Board, in its sole discretion,
that your resignation would be in the best interests of the Company, all of
your Restricted Stock will immediately vest.



            (iv)  Other Termination of Service. If your service terminates for any reason other
than those provided in clauses (i) through (iii) above, any of your shares of
Restricted Stock which have not vested prior to your termination of service
will be forfeited unless otherwise determined by the Board.



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



5.  Change in Control




All of your Restricted Stock will vest immediately upon a Change in
Control of the Company.



6.  Income Tax Withholding




You must make arrangements satisfactory to the Company to satisfy any
applicable federal, state or local withholding tax liability arising from
the grant or vesting of your Restricted Stock. You can either make a
cash payment to the Company of the required amount or, if you do not make
a Section 83(b) election, you can elect to satisfy your withholding
obligation by having the Company 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
the vesting of your Restricted Stock. If you fail to satisfy your
withholding obligation in a time and manner satisfactory to the Company,
the Company shall have the right to withhold the required amounts payable
to you.



 









 








7.  Restrictions on Resale




Other than the restrictions referenced in paragraph 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 Common Stock
acquired under the Plan by certain 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. The Company has filed an effective registration
statement with the SEC. There are no restrictions imposed by the SEC of
Common Stock acquired under the Plan by persons who are not affiliates of
the Company.


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 this Appendix A
contain the formal terms and conditions of your award and accordingly should be
retained in your files for future reference.