Exhibit 10.12


 


SAMPLE FORM


 


EDGE PETROLEUM CORPORATION


INCENTIVE PLAN


 


DIRECTOR’S RESTRICTED STOCK AWARD AGREEMENT


 


THIS AGREEMENT
(“Agreement”) is made as of the 1st day of June 2004 (the “Date of
Grant”), by and between Edge Petroleum Corporation, a Delaware corporation (the
“Company”), and
                            (the “Grantee”).


 


The Company
has adopted the Edge Petroleum Corporation Incentive Plan, as amended and
restated (the ”Plan”), a copy of which is appended to this Agreement as Exhibit A
and by this reference made a part hereof, for the benefit of eligible
employees, directors and independent contractors of the Company and its
Subsidiaries.  Capitalized terms used
and not otherwise defined herein shall have the meaning ascribed thereto in the
Plan.  This Agreement documents the
award made to the Grantee as approved by the Board pursuant to
Section 9(b) of the Plan.


 


The Company
and Grantee therefore agree as follows:


 


1.                                       Grant of Restricted Stock.  Effective as of the Date of Grant, pursuant
to Section 9(b) of the Plan, the Company has awarded to the Grantee a
total of
              
shares of Common Stock, subject to the conditions and restrictions set forth
below and in the Plan (the “Restricted Stock”).


 


2.                                       Restrictions; Forfeiture.  The shares of Restricted Stock granted hereunder to
the Grantee may not be sold, assigned, transferred, pledged or otherwise
encumbered from the Date of Grant 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.  (The period of time between the Date of
Grant and the date that the Grantee obtains a vested right to shares of
Restricted Stock shall be referred to herein as the “Restricted Period” as to
those shares of stock.)  In the event
that any day on which the Grantee would otherwise obtain a vested right to
additional shares of 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. If the Grantee resigns as a Director of the Company prior
to all shares of Restricted Stock having become vested pursuant to the
provisions of this Section 2, the Grantee shall forfeit all right to those
unvested shares of Restricted Stock unless the Board determines, in its
discretion, to (a) allow any unvested shares of Restricted Stock to continue to
vest in accordance with the dates indicated below or (b) accelerate the vesting
of any such unvested shares. Subject to the foregoing, the Grantee shall have a
vested right to the number of shares of Restricted Stock indicated below as of
the dates set forth below, notwithstanding if Grantee ceases to serve as a
Director of the Company (including by reason of death or disability) prior to
any such date:


 




	
  Date

  	
   

  	
  Number of
  Shares

  First Vested

  	
   

  
	
  2005

  	
   

  	
  000

  	
   

  
	
  2006

  	
   

  	
  000

  	
   

  
	
  2007

  	
   

  	
  000

  	
   

  






 


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3.                                       Code Section 83(b) Election.  The Grantee shall have the right to make an
election, under Code Section 83(b), to include an amount in income in
respect of Restricted Stock.


 


4.                                       Sale of Restricted Stock.  Grantee agrees that Grantee shall not sell
the Restricted Stock and that the Company shall not be obligated to deliver any
shares of Common Stock if counsel to the Company determines that such sale or
delivery would violate any applicable law or any rule or regulation of any
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.  The Company
shall in no event be obligated to take any affirmative action in order to cause
the delivery of shares of Common Stock to comply with any such law, rule,
regulation or agreement.


 


5.                                       Escrow of Shares.  Shares of Restricted Stock shall be registered in the name of the
Grantee and deposited with the Secretary of the Company, together with a stock
power endorsed by the Grantee in blank. 
Any certificate shall bear a legend as provided by the Company,
conspicuously referring to the terms, conditions and restrictions described in
the Plan and in this Agreement.  Upon
termination of the Restricted Periods with respect to shares of Restricted
Stock, a certificate representing such shares shall be delivered upon written
request to the Grantee as promptly as practicable following such termination.


 


6.                                       Withholding for Taxes.  Grantee acknowledges and agrees that the
Company may, at its option, deduct from the shares of Common Stock otherwise
payable or deliverable upon expiration of the Restricted Period a number of
shares of Common Stock (valued at their Fair Market Value on the date of
exercise) that is equal to the amount of all federal, state and local taxes
required to be withheld by the Company, if any, upon such exercise, as
determined by the Committee.


 


7.                                       Beneficiary Designations.  The Grantee shall file with the Secretary of the
Company on the form annexed hereto as Exhibit B or such other form as
may be prescribed by the Company, a designation of one or more beneficiaries
(each, a “Beneficiary”) to whom shares otherwise due the Grantee 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 writing by the Secretary of
the Company.  If any designated
Beneficiary survives the Grantee but dies before receiving all of the Grantee’s
benefits hereunder, any remaining benefits due the Grantee shall be distributed
to the deceased Beneficiary’s estate. 
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 shall be made
to the Grantee’s estate.


 


8.                                       Nonalienation of Benefits.  Except as contemplated by Section 7
above, and


 


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other than pursuant to a
qualified domestic relations order, 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 7 above or other
than pursuant to a qualified domestic relations order, 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.


 


9.                                       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.


 


10.                                 Rights as a Stockholder.  Subject to the limitations and restrictions contained
herein, the Grantee (or Beneficiary) shall have all rights as a stockholder
with respect to the shares of Restricted Stock once such shares have been
registered in the Grantee’s name or issued for the benefit of Grantee
hereunder.


 


11.                                 Adjustments.  As provided in Section 15 of the Plan, certain adjustments
may be made to the Restricted Stock upon the occurrence of events or
circumstances described in Section 15 of the Plan.


 


12.                                 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:


 


(a)                                  delivered
personally to the following address:


 


Edge Petroleum Corporation


1301 Travis, Suite 2000


Houston, Texas  77002


or


 


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(b)                                 sent
by first class mail, postage prepaid and addressed as follows:


 


Edge Petroleum Corporation


c/o Corporate Secretary


1301 Travis, Suite 2000


Houston, Texas 77002


 


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.


 


13.                                 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
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.


 


14.                                 Grantee Service.  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 in the service of the Company as a Director.


 


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


 


16.                                 Construction.  References
in this Agreement to “this Agreement” and the words “herein,” “hereof,”
“hereunder” and similar terms include all Exhibits and Schedules appended
hereto, including the Plan.  This
Agreement is entered into, and the Award evidenced hereby is granted, pursuant
to 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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17.                                 Duplicate Originals. 
The Company and the Grantee may sign any number of copies of
this Agreement.  Each signed copy shall
be an original, but all of them together represent the same agreement.


 


18.                                 Entire Agreement.  Grantee and the Company hereby declare and represent that no
promise or agreement not herein expressed has been made and that this Agreement
contains the entire agreement between the parties hereto with respect to the
Option and replaces and makes null and void any prior agreements, oral or
written, between Grantee and the Company regarding the Restricted Stock award.


 


19.                                 Grantee Acceptance.  Grantee shall signify acceptance of the
terms and conditions of this Agreement by signing in the space provided at the
end hereof and returning a signed copy to the Company.


 


 


	
   

  	
  EDGE
  PETROLEUM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  John W.
  Elias

  
	
   

  	
   

  	
  Chairman, President
  & CEO

  
	
   

  	
   

  
	
   

  	
  ACCEPTED

  
	
   

  	
   

  
	
   

  	
   

  



 


5

















 


	
   

  	
  Exhibit B to
  Restricted Stock Award

  
	
   

  	
  Award dated
  as of June 1, 2004

  



 


 


EDGE PETROLEUM
CORPORATION INCENTIVE PLAN


 


Designation of
Beneficiary


 


	
  I,                                                                   
  (the “Grantee”), hereby declare that upon my death 

  
	
   

  	
   

  
	
   

  	
   (the “Primary Beneficiary”) of

  
	
  Name

  	
   

  
	
   

  	
  ,

  
	
  Street Address

  	
  City

  	
  State

  	
  Zip Code

  
	
   

  	
   

  	
   

  	
   

  
	
  who is my

  	
   

  	
  , shall be
  entitled to the

  
	
   

  	
  Relationship to Grantee

  	
   

  
	
   

  	
   

  	
   

  
	
  Restricted
  Stock and all other rights accorded the Grantee by the above-referenced
  agreement (the “Agreement”).  In the
  event my Primary Beneficiary predeceases me or dies within 120 hours after my
  death, then I hereby declare

  
	
   

  
	
   

  	
    (“Secondary Beneficiary”) of

  	
   

  
	
  Name

  	
   

  	
  Street Address

  
	
   

  	
  ,

  
	
  City

  	
  State

  	
  Zip Code

  
	
   

  	
   

  	
   

  
	
  who is my

  	
   

  	
  , shall be
  entitled to the Restricted Stock and all other

  
	
   

  	
  Relationship to Grantee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  rights
  accorded the Grantee by the Agreement.

  	
   

  	
   

  	
   

  	
   

  	
   

  
																		



 


It is
understood that this Designation of Beneficiary is made pursuant to the
Agreement and is subject to the conditions stated herein, including the
Beneficiary’s survival of the Grantee’s death.    If any such condition is not satisfied, such rights shall
devolve according to the Grantee’s will or the laws of descent and
distribution.


 


It is further
understood that all prior designations of beneficiary under the Agreement are
hereby revoked and that this Designation of Beneficiary may only be revoked in
writing, signed by the Grantee, and filed with the Company prior to the
Grantee’s death.  As used herein
“Primary Beneficiary’ and “Secondary Beneficiary” shall both refer, as
applicable, to the term “Beneficiary” as used in the Agreement.


 


 


	
   

  	
   

  	
   

  
	
  Date

  	
   

  



 


6