exv10w32



 





Exhibit 10.32




ENDEAVOUR INTERNATIONAL CORPORATION

RESTRICTED STOCK AWARD AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into by and between
Endeavour International Corporation (the “Company”) and John G. Williams, an employee of the
Company (“Grantee”), dated as of October 1, 2007 but effective as of the grant date(s) shown in
Appendix A attached hereto.



     WHEREAS, effective John G. Williams Grantee shall be an employee of the Company and as an
inducement for such employment and in connection with Grantee providing services to the Company as
an employee, the Compensation Committee of the Board of Directors of the Company, on behalf of the
Company, desires to grant to Grantee a number of restricted shares of the Company’s common stock,
par value $.001 per share (the “Common Stock”), subject to the terms and conditions of this
Agreement, with a view to increasing Grantee’s interest in the Company’s welfare and growth.



     NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:



     1. Grant of Common Stock. Subject to the restrictions, forfeiture provisions and
other terms and conditions set forth herein (a) the Company hereby grants to Grantee the number of
shares of Common Stock (“Restricted Shares”) as set out in Appendix A hereto, and (b) subject to
the terms hereof, Grantee shall have and may exercise rights and privileges of ownership of such
Restricted Shares, including, without limitation, the voting rights of such shares and the right to
receive dividends declared in respect thereof. This Agreement and the grant of Restricted Shares
are subject to administration by and the rules and procedures established by the Board of Directors
of the Company (the “Board”) or a committee appointed by the Board to administer this Agreement
(the “Committee”) and the Board or the Committee, if so appointed, shall have the authority to
construe and interpret the terms of this Agreement and to provide omitted terms to carry out this
Agreement. Except with respect to Section 3(v), any authority provided to the Company, the Board
or Committee herein shall also be provided to the Committee, if one is appointed by the Board. The
Committee shall have the authority to take all actions that it deems advisable for the
administration of this Agreement.



     2. Transfer Restrictions; Vesting.



     (a) Generally. Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift,
devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Restricted Shares prior
to their vesting in accordance with the Vesting Schedule set out in Appendix A. Further, even
after such Restricted Shares become vested, such vested Restricted Shares may not be sold or
otherwise disposed of in any manner which would constitute a violation of any applicable federal or
state securities or other applicable law or Company policies as determined by Company on advice of
counsel chosen by the Company in its sole discretion. Restricted



 









 




Shares shall vest as of each of the Vesting Dates set out in Appendix A provided that Grantee
remains an employee through the Vesting Date, except as may otherwise be provided herein.




     (b) Dividends, etc. If the Company (i) declares a dividend or makes a distribution on Common
Stock in shares of Common Stock or (ii) subdivides or reclassifies outstanding shares of Common
Stock into a greater number of shares of Common Stock or (iii) combines or reclassifies outstanding
shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares
of Grantee’s Common Stock subject to the transfer restrictions in this Agreement shall be
proportionally increased or reduced as to prevent enlargement or dilution of Grantee’s rights and
duties hereunder. The determination of the Company’s Board of Directors regarding such adjustment
should be final and binding.



     3. Vesting on Change in Control. Notwithstanding the provisions in Section 2, on the
date immediately preceding the date of a Change in Control of the Company (as defined below), the
Restricted Shares shall be 100% vested. For purposes of this Agreement, a “Change in Control”
shall mean the occurrence of any of the following events:



          (i) the Company (A) shall not be the surviving entity in any merger, consolidation or other
reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned
subsidiary of the Company) or (B) is to be dissolved and liquidated, and as a result of or in
connection with such transaction, the persons who were directors of the Company before such
transaction shall cease to constitute a majority of the Board, or




          (ii) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including,
without limitation, power to vote) of 30% or more of the outstanding shares of the Company’s voting
stock (based upon voting power), and as a result of or in connection with such transaction, the
persons who were directors of the Company before such transaction shall cease to constitute a
majority of the Board, or




          (iii) the Company sells all or substantially all of the assets of the Company to any other
person or entity (other than a wholly-owned subsidiary of the Company) in a transaction that
requires shareholder approval pursuant to applicable corporate law; or




          (iv) During a period of two consecutive calendar years, individuals who at the beginning of
such period constitute the Board, and any new director(s) whose election by the Board or nomination
for election by the Company’s stockholders was approved by a vote of at least a majority of the
directors then still in office, who either were directors at the beginning of the two (2) year
period or whose election or nomination for election was previously so approved, cease for any
reason to constitute a majority of the Board; or




          (v) any other event that a majority of the Board, in its sole discretion, shall determine
constitutes a Change in Control hereunder.




     4. Forfeiture.



     (a) Termination of Employment. If Grantee’s employment with the Company is terminated by the
Company or Grantee for any reason, then Grantee shall immediately forfeit all



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Restricted Shares which are unvested unless the Board of Directors, in its sole discretion,
determines that any or all of such unvested Restricted Shares shall not be so forfeited.




     (b) Forfeited Shares. Any Restricted Shares forfeited under this Section 4 shall
automatically revert to the Company and become canceled. Any certificate(s) representing
Restricted Shares which include forfeited shares shall only represent that number of Restricted
Shares which have not been forfeited hereunder. Upon the Company’s request, Grantee agrees for
himself and any other holder(s) to tender to the Company any certificate(s) representing Restricted
Shares which include forfeited shares for a new certificate representing the unforfeited number of
Restricted Shares.



     5. Issuance of Certificate.



     (a) The Company shall cause to be issued a stock certificate, registered in the name of the
Grantee, evidencing the Restricted Shares upon receipt of a stock power duly endorsed in blank with
respect to such shares. In addition to any other legends that may be required by applicable law or
otherwise, each such stock certificate shall bear the legends substantially as follows:




THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED EXCEPT IN
ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH
STATE LAWS OR UPON DELIVERY TO THIS CORPORATION OF AN OPINION OF
LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.




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 RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER OF SUCH SHARES AND ENDEAVOUR INTERNATIONAL
CORPORATION. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE
IN THE OFFICE OF THE SECRETARY OF ENDEAVOUR INTERNATIONAL
CORPORATION, LOCATED AT 1000 MAIN STREET, SUITE 3300, HOUSTON, TEXAS
77002.


The latter legend shall not be removed from the certificate evidencing Restricted Shares until such
time as the restrictions thereon have lapsed.




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     (b) The certificate issued pursuant to this Section 5, together with the stock powers relating
to the Restricted Shares evidenced by such certificate, shall be held by the Company. The Company
may issue to the Grantee a receipt evidencing the certificates held by it which are registered in
the name of the Grantee.



     6. Tax Requirements.



     (a) Tax Withholding. The Company shall have the power and the right to deduct or withhold, or
require the Participant to remit to the Company, an amount sufficient to satisfy federal, state,
and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to
any taxable event arising as a result of this grant.



     (b) Share Withholding. With respect to tax withholding required upon any taxable event
arising as a result of this grant, Participant may elect, subject to the approval of the Board or
Committee in its sole discretion, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold shares of common stock having a fair market value on the date the tax
is to be determined equal to the statutory total tax which could be imposed on the transaction.
All such elections shall be made in writing, signed by the Participant, and shall be subject to any
restrictions or limitations that the Committee, in its discretion, deems appropriate. Any fraction
of a share of common stock required to satisfy such obligation shall be disregarded and the amount
due shall instead be paid in cash by the Participant.



     7. Miscellaneous.



     (a) Certain Transfers Void. Any purported transfer of Restricted Shares in breach of any
provision of this Agreement shall be void and ineffectual, and shall not operate to transfer any
interest or title in the purported transferee.



     (b) No Fractional Shares. All provisions of this Agreement concern whole shares of Common
Stock. If the application of any provision hereunder would yield a fractional share, the value of
such fractional share shall be paid to the Grantee in cash.



     (c) Not an Employment Agreement. This Agreement is not an employment agreement, and this
Agreement shall not be, and no provision of this Agreement shall be construed or interpreted to
create any employment relationship or right to continued employment with the Company, Company
affiliates, parent, subsidiary or their affiliates.



     (d) Investment Representation. Grantee represents and warrants to the Company as follows:



          (i) Grantee is acquiring the Restricted Shares granted pursuant to the terms hereof, for his
own account, for investment, and not with a view to (or for sale in connection with) any
distribution thereof, other than pursuant to any effective registration statement filed under the
Securities Act of 1933, as amended (the “Securities Act”), registering the of resale of the
Restricted Shares. Grantee has no present intention of selling, granting any participation in or
otherwise distributing the Restricted Shares. Grantee (a) has such knowledge and experience in
financial and business matters and with respect to investments in securities as to be capable of
evaluating the merits and risks of the investments contemplated by this Agreement, (b) can bear




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the economic risk of the investments contemplated by this Agreement (including a complete loss
of its investment) for an indefinite period of time.




          (ii) Grantee is a bona fide resident of the State of Texas and he has no present intention of
becoming a resident of any other state or jurisdiction.




          (iii) Grantee understands that the Registered Shares have not been registered under the
Securities Act, have not been registered under the securities laws of any state or jurisdiction and
may be required to be held indefinitely unless a subsequent disposition thereof is registered under
the Securities Act or applicable blue sky laws or unless an exemption from such registration is
available.




          (iv) Grantee believes it has received all the information it considers necessary or
appropriate for deciding whether to acquire the Restricted Shares. Grantee further represents that
it has had an opportunity to ask questions and receive answers from the Company regarding his
investment in the Company.




     (e) Dispute Resolution.



          (i) Arbitration. All disputes and controversies of every kind and nature between any parties
hereto arising out of or in connection with this Agreement or the transactions described herein as
to the construction, validity, interpretation or meaning, performance, non-performance,
enforcement, operation or breach, shall be submitted to arbitration pursuant to the following
procedures:





               (1) After a dispute or controversy arises, any party may, in a written notice delivered
to the other parties to the dispute, demand such arbitration. Such notice shall designate
the name of the arbitrator (who shall be an impartial person) appointed by such party
demanding arbitration, together with a statement of the matter in controversy.




               (2) Within 30 days after receipt of such demand, the other parties shall, in a written
notice delivered to the first party, name such parties’ arbitrator (who shall be an
impartial person). If such parties fail to name an arbitrator, then the second arbitrator
shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so
selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or
in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the
third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall
die, resign, refuse or become unable to act before an arbitration decision is rendered, then
the vacancy shall be filled by the method set forth in this Section for the original
appointment of such arbitrator.




               (3) Each party shall bear its own arbitration costs and expenses. The arbitration
hearing shall be held in Houston, Texas at a location designated by a majority of the
arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall
be incorporated by reference at such hearing and the substantive laws of the State of Texas
(excluding conflict of laws provisions) shall apply.



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               (4) The arbitration hearing shall be concluded within ten (10) days unless otherwise
ordered by the arbitrators and the written award thereon shall be made within fifteen (15)
days after the close of submission of evidence. An award rendered by a majority of the
arbitrators appointed pursuant to this Agreement shall be final and binding on all parties
to the proceeding, shall resolve the question of costs of the arbitrators and all related
matters, and judgment on such award may be entered and enforced by either party in any court
of competent jurisdiction.




               (5) Except as set forth in Section 7(e)(ii), the parties stipulate that the provisions
of this Section shall be a complete defense to any suit, action or proceeding instituted in
any federal, state or local court or before any administrative tribunal with respect to any
controversy or dispute arising out of this Agreement or the transactions described herein.
The arbitration provisions hereof shall, with respect to such controversy or dispute,
survive the termination or expiration of this Agreement.




No party to an arbitration may disclose the existence or results of any arbitration
hereunder without the prior written consent of the other parties; nor will any party to an
arbitration disclose to any third party any confidential information disclosed by any other
party to an arbitration in the course of an arbitration hereunder without the prior written
consent of such other party.



          (ii) Emergency Relief. Notwithstanding anything in this Section 7(e) to the contrary, any
party may seek from a court any provisional remedy that may be necessary to protect any rights or
property of such party pending the establishment of the arbitral tribunal or its determination of
the merits of the controversy or to enforce a party’s rights under Section 7(e).




     (f) Notices. Any notice, instruction, authorization, request or demand required hereunder
shall be in writing, and shall be delivered either by personal in-hand delivery, by telecopy or
similar facsimile means, by certified or registered mail, return receipt requested, or by courier
or delivery service, addressed to the Company at the address indicated beneath its signature on the
execution page of this Agreement, and to Grantee at his address indicated on the Company’s stock
records, or at such other address and number as a party shall have previously designated by written
notice given to the other party in the manner herein set forth. Notices shall be deemed given when
received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile
transmission being deemed receipt of communications sent by facsimile means), and when delivered
and receipted for (or upon the date of attempted delivery where delivery is refused), if
hand-delivered, sent by express courier or delivery service, or sent by certified or registered
mail, return receipt requested.



     (g) Amendment and Waiver. This Agreement may be amended, modified or superseded only by
written instrument executed by the Company and Grantee. Any waiver of the terms or conditions
hereof shall be made only by a written instrument executed and delivered by the party waiving
compliance. Any amendment or waiver agreed to by the Company shall be effective only if executed
and delivered by a duly authorized executive officer of the Company other than Grantee. The
failure of any party at any time or times to require performance of any provisions hereof shall in
no manner effect the right to enforce the same. No waiver by any



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party of any term or condition in this Agreement, or breach thereof, in one or more instances
shall be deemed a continuing waiver of any such condition or breach, a waiver of any other
condition, or the breach of any other term or condition.




     (h) Independent Legal and Tax Advice. The Grantee has been advised and Grantee hereby
acknowledges that he or she has been advised to obtain independent legal and tax advice regarding
this grant of Restricted Shares and the disposition of such shares, including, without limitation,
the election available under Section 83(b) of the Internal Revenue Code of 1986, as amended.



     (i) Governing Law and Severability. This Agreement shall be governed by the internal laws,
and not the laws of conflict, of the State of Texas. The invalidity of any provision of this
Agreement shall not affect any other provision of this Agreement which shall remain in full force
and effect.



     (j) Successors and Assigns. Subject to the limitations which this Agreement imposes upon
transferability of Restricted Shares, this Agreement shall bind, be enforceable by and inure to the
benefit of the Company and its successors and assigns, and Grantee, and, upon his death, on his
estate and beneficiaries thereof (whether by will or the laws of descent and distribution).



     (k) Community Property. Each spouse individually is bound by, and such spouse’s interest, if
any, in any shares is subject to, the terms of this Agreement. Nothing in this Agreement shall
create a community property interest where none otherwise exists.



     (l) Entire Agreement. This Agreement supersedes any and all other prior understandings and
agreements, either oral or in writing, between the parties with respect to the subject matter
hereof and constitute the sole and only agreements between the parties with respect to the said
subject matter. All prior negotiations and agreements between the parties with respect to the
subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges
that no representations, inducements, promises, or agreements, orally or otherwise, have been made
by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement
and that any agreement, statement or promise that is not contained in this Agreement shall not be
valid or binding or of any force or effect.



[Signature page follows]




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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first
above written.



	 	 	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ENDEAVOUR INTERNATIONAL CORPORATION
	 
	 	 	 	 	 	 	 	 
	 	 	By: /s/ Don
Teague
 






	 	 	Name: Don Teague	 	 
	 	 	Title: Executive Vice President and
General Counsel






	 	 	 	 	 
	 

	 	Address:
	 	Endeavour International Corporation

1000 Main Street, Suite 3300

Houston, Texas 77002

Telecopy No.: (713) 307-8793

Attention: Secretary






	 	 	 	 	 
	 	GRANTEE:

 	 
	 	/s/ John Williams
 	 
	 	 	 	 
	 	 	 	 



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APPENDIX A TO

RESTRICTED STOCK AGREEMENT




	 	 	 
	Grantee’s Name:

	 	John G. Williams






	 	 	 	 	 
	 	 	Number of
	Grant Date:	 	Restricted Shares Granted
	10/01/2007
	 	 	400,000	 






	 	 	 	 	 
	Vesting Schedule:	 	 	 
	 

	Date	 	Number of Shares Vested
	10/01/2008
	 	 	133,333	 
	10/01/2009
	 	 	133,333	 
	10/01/2010
	 	 	133,334	 





Note: All vesting is subject to the terms and conditions of the Agreement.