Filed by Bowne Pure Compliance



 




Ex. 10.72


SYNTROLEUM CORPORATION

2005 STOCK INCENTIVE PLAN

EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT


THIS AGREEMENT
(“Agreement”), made as of the 20th day of December 2007 (the
“Grant Date”), evidences an award by Syntroleum Corporation, a
Delaware corporation (the “Company”) to Richard L. Edmonson (the
“Grantee”) pursuant to the 2005 Stock Incentive Plan (the
”Plan”). Capitalized terms used and not otherwise defined herein
shall have the meaning ascribed thereto in the Plan.


1. Grant of
Restricted Stock Award. Effective as of the Grant Date, pursuant to
Section 8 of the Plan, the Company has awarded to the Grantee a Restricted
Stock Award with respect to one hundred thousand (100,000) shares of Common
Stock, subject to the conditions and restrictions set forth below and in the
Plan (the “Restricted Stock”).


2. Restrictions. The Restricted Stock granted
hereunder to the Grantee may not be sold, assigned, transferred, pledged or
otherwise encumbered from the Grant Date until the date that the Grantee
obtains a vested right to the shares (and the restrictions thereon terminate)
in accordance with the provisions of this Section 2. Out of the Restricted
Stock grant described in Section 1, above, upon the completion of each of
the following events, as determined by the Nominating and Compensation
Committee of the Company’s Board of Directors (the
“Committee”) in its discretion:



	 	(a)	 	
upon the execution of the Waiver and Release
pursuant to the Separation Agreement dated December 20, 2007 between the
Company and Grantee and the expiration of the seven day revocation period,
Grantee shall have a vested right to thirty-three thousand (33,000) of the
shares of Restricted Stock; and








	 	(b)	 	
upon the date of closing of all of the
financing for the construction of a plant of capacity to produce of at least
3000 barrels per day of sales product (the “Plant”), Grantee shall
have a vested right to thirty-three thousand (33,000) of the shares of
Restricted Stock; and








	 	(c)	 	
upon the date of completion of start-up
operations and commencement of the Plant’s commercial operations, Grantee
shall have a vested right to the remaining thirty-four thousand (34,000) of the
 shares of Restricted Stock.







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Notwithstanding the foregoing,
Grantee shall have a vested right to all of the Restricted Stock upon a Change
in Control.


To the extent any of the shares of
Restricted Stock have not vested as of March 16, 2012, such unvested
shares shall be forfeited.


The period of time between the Grant
Date and the date that the Grantee obtains a vested right to the Restricted
Stock shall be referred to herein as the “Restricted Period” as to
those shares. In the event that any day on which the Grantee would otherwise
obtain a vested right to the Restricted Stock is a Saturday, Sunday or holiday,
the Grantee shall instead obtain that vested right on the first business day
immediately following such date.


3. Share
Issuance. The Company will issue to Grantee stock certificates evidencing
the shares of Restricted Stock, which certificates will be registered in the
name of Grantee and will bear an appropriate legend referring 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 represented hereby are subject to the terms, conditions and
restrictions (including forfeiture) contained in the Employee Restricted Stock
Award Agreement, effective as of December 20, 2007, between Syntroleum
Corporation and the registered owner hereof. Copies of such Agreement are on
file in the offices of Syntroleum Corporation, 4322 South 49th West Avenue,
Tulsa, Oklahoma, 74107.


The certificates evidencing the
shares of Restricted Stock shall be held in custody by the Company or, if
specified by the Committee, by a third party custodian or trustee, until the
restrictions on such shares shall have lapsed, and, as a condition of this
award of Restricted Stock, the Grantee shall deliver a stock power, duly
endorsed in blank, relating to the shares of Restricted Stock. Upon the vesting
and expiration of the restrictions as to any portion of the Restricted Stock,
the Company will cause a new certificate evidencing such number of shares of
Common Stock to be delivered to the Grantee, or in the case of his death to his
Beneficiary, free of the legend regarding transferability; provided that the
Company shall not be obligated to issue any fractional shares of Common Stock.


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4. Beneficiary Designations. Pursuant to
Section 10 of the Plan, the Grantee shall file with the Company on such
form as may be prescribed by the Company, a designation of one or more
beneficiaries and, if desired, one or more contingent beneficiaries (each
referred to herein as a “Beneficiary”) to whom shares of Common
Stock otherwise due the Grantee under the terms of this Agreement shall be
distributed in the event of the death of the Grantee. The Grantee shall have
the right to change the Beneficiary or Beneficiaries from time to time;
provided, however, that any change shall not become effective until received in
the Grantee’s handwriting by the Committee. If there is no effective
Beneficiary designation on file at the time of the Grantee’s death, or if
the designated Beneficiary or Beneficiaries have all predeceased such Grantee,
the payment of any remaining benefits under this Agreement shall be made to the
personal representative or executor of the Grantee’s estate. If one or
more but not all the Beneficiaries have predeceased such Grantee, the benefits
under this Agreement shall be paid according to the Grantee’s
instructions in his designation of Beneficiaries. If the Grantee has not given
instructions, or if the instructions are not clear, the benefits under this
Agreement which would have been paid to the deceased Beneficiary or
Beneficiaries will be paid to the personal representative or executor of
Grantee’s estate.


5. Nonalienation of Benefits. Except as
contemplated by Section 5 above, no right or benefit under this Agreement
shall be subject to transfer, anticipation, alienation, sale, assignment,
pledge, encumbrance or charge, whether voluntary, involuntary or by operation
of law, and any attempt to transfer, anticipate, alienate, sell, assign,
pledge, encumber or charge the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If the Grantee or
the Grantee’s Beneficiary hereunder shall become bankrupt or attempt to
transfer, anticipate, alienate, assign, sell, pledge, encumber or charge any
right or benefit hereunder, other than as contemplated by Section 5 above,
or if any creditor shall attempt to subject the same to a writ of garnishment,
attachment, execution, sequestration or any other form of process or
involuntary lien or seizure, then such right or benefit shall cease and
terminate.


6. Prerequisites to Benefits. Neither the
Grantee, nor any person claiming through the Grantee, shall have any right or interest
in Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Grantee or such other person shall have been complied with as specified herein.


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7. Issuance
and Delivery of Shares. The Company shall not be obligated to issue or
deliver any shares of Common Stock if counsel to the Company determines that
such issuance or delivery would violate any applicable law or any rule or
regulation of any United States governmental authority or any rule or
regulation of, or agreement of the Company with, any securities exchange or
association upon which the Common Stock is listed or quoted. If necessary to
comply with any such law, rule, regulation or agreement, the Company shall in
no event be obligated to take any affirmative action in order to cause the
issuance or delivery of shares of Common Stock. If within 45 calendar days of
vesting all or portion of the Restricted Stock the Company does not issue the
Common Stock due Grantee, Company shall pay to Grantee, at Grantee’s
option, the equivalent value of the vested Restricted Stock. Equivalent cash
values shall be calculated as the highest five day rolling average price from
the vesting date to the vesting date plus 45 calendar days.


8. Rights
as a Stockholder. During the period in which the restrictions provided
herein are applicable to the Restricted Stock, the Grantee shall have the right
to vote the shares of Restricted Stock and to receive any cash dividends paid
with respect thereto unless and until forfeiture thereof. Any dividend or
distribution payable with respect to shares of Restricted Stock that shall be
paid or distributed in shares of Common Stock shall be subject to the same
restrictions provided for herein, and the shares so paid or distributed shall
be deemed Restricted Stock subject to all terms and conditions herein. Any
dividend or distribution (other than cash or Common Stock) payable or
distributable on shares of Restricted Stock, unless otherwise determined by the
Committee, shall be subject to the terms and conditions of this Agreement to
the same extent and in the same manner as the Restricted Stock is subject;
provided that the Committee may make such modifications and additions to the
terms and conditions (including restrictions on transfer and the conditions to
the timing and degree of lapse of such restrictions) that shall become
applicable to such dividend or distribution as the Committee may provide in its
absolute discretion.


9. Taxes. The Company shall have the right to
withhold an appropriate amount of cash or number of shares of Common Stock, or
combination thereof, for payment of taxes or other amounts required by law or
to take such action as may be necessary in the opinion of the Company to
satisfy all obligations for withholding of taxes. Withholding may be satisfied
by the transfer to the Company of shares of Common Stock theretofore owned by
the Grantee, subject to such terms and conditions as the Committee shall
prescribe.


10. Adjustments. As provided in the Plan,
certain adjustments may be made to the Restricted Stock upon the occurrence of events
or circumstances described in Section 19 of the Plan.


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11. Notice. Unless the Company notifies the
Grantee in writing of a different procedure, any notice or other communication to the
Company with respect to this Agreement shall be in writing and shall be
delivered personally or by first class mail, postage prepaid to the following address:


Syntroleum Corporation

c/o Corporate Secretary

4322 South 49th West Avenue

Tulsa, Oklahoma 74107


Any notice or other communication to
the Grantee with respect to this Agreement shall be in writing and shall be
delivered personally, or shall be sent by first class mail, postage prepaid, to
Grantee’s address as listed in the records of the Company on the Grant
Date, unless the Company has received written notification from the Grantee of
a change of address.


12. Amendment. Without the consent of the
Grantee, this Agreement may be amended or supplemented (i) to cure any ambiguity or
to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, or (ii) to add to the
covenants and agreements of the Company for the benefit of Grantee or to add to
the rights of the Grantee or to surrender any right or power reserved to or
conferred upon the Company in this Agreement, subject, however, to any required
approval of the Company’s stockholders and, provided, in each case, that
such changes or corrections shall not adversely affect the rights of Grantee
with respect to the Award evidenced hereby without the Grantee’s consent,
or (iii) to make such other changes as the Company, upon advice of
counsel, determines are necessary or advisable because of the adoption or
promulgation of, or change in or of the interpretation of, any law or
governmental rule or regulation, including any applicable federal or state
securities laws.


13. Grantee
Employment. Nothing contained in this Agreement, and no action of the
Company or the Committee with respect hereto, shall confer or be construed to
confer on the Grantee any right to continue as an employee of the Company.


14. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the internal laws of the State of Oklahoma.


15. Construction. References in this Agreement
to “this Agreement” and the words “herein,”
“hereof,” “hereunder” and similar terms include the
Plan. The headings of the Sections of this Agreement have been included for
convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms or provisions hereof.


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16. Relationship to the Plan. In addition to
the terms and conditions described in this Agreement, grants of Restricted Stock
are subject to all other applicable provisions of the Plan. The decisions of
the Committee with respect to questions arising as to the interpretation of the
Plan, or this Agreement and as to finding of fact, shall be final, conclusive
and binding.


SYNTROLEUM CORPORATION

By



	 	/s/ Edward G. Roth

	 	 
	 	Name: Edward G. Roth

	 	Title: President & Chief Executive Officer 





GRANTEE




	 	/s/ Richard L. Edmonson

	 	 
	 	Richard L. Edmonson









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