Exhibit 10.28


 


RESACA
EXPLOITATION, INC.


RESTRICTED
STOCK AGREEMENT


 


THIS
RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into by
and between Resaca Exploitation, Inc., a Texas corporation (the “Company”) and Mary Lou Fry, an individual
and Employee of the Company (“Grantee”),
on the 17th day of July, 2008 (the “Grant Date”), subject to the Resaca
Exploitation, Inc. 2008 Stock Incentive Plan (the “Plan”). 
This Agreement is subject to the terms and conditions of the Plan, which
is incorporated herein in its entirety by reference.  Capitalized terms not otherwise defined in
this Agreement shall have the meaning given to such terms in the Plan.


 


WHEREAS,
Grantee is an Employee of the Company, and in connection therewith, the Company
desires to grant shares of the Company’s Common Stock, par value $0.01 per
share (the “Common Stock”) to
Grantee, subject to the terms and conditions of this Agreement and the Plan,
with a view to increasing Grantee’s interest in the Company’s success and
growth; and


 


WHEREAS,
Grantee desires to be the holder of shares of Common Stock subject to the terms
and conditions of this Agreement;


 


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, Four Hundred Sixty-One
Thousand Two Hundred Ninety-Four (461,294) shares of Common Stock of the
Company (“Grant Shares”), and (b) Grantee
shall have all rights and privileges of ownership of such Grant Shares subject
to this Agreement and the Plan.


 


2.             Transfer Restrictions.


 


(a)           Generally.  Grantee shall not sell, assign, exchange,
pledge, encumber, gift, devise, hypothecate or otherwise transfer (individually
and collectively, “Transfer”) any
Grant Shares unless and until vested. 
The transfer restrictions imposed by this Section 2 shall
lapse in accordance with the following vesting schedule when the Grant Shares
become vested, provided that, subject to Section 3(a), Grantee then
is, and continuously from the Grant Date has been, an Employee of the Company
and there has been no termination of Employment.  The Grant Shares as to which such
restrictions have lapsed are referred to herein as “Vested Shares.”


 

















 


	
   

  	
  Vesting Date

  	
   

  	
  Vested%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  First Anniversary of the Grant Date

  	
   

  	
  331/3

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Second Anniversary of the Grant Date

  	
   

  	
  331/3

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Third Anniversary of the Grant Date

  	
   

  	
  331/3

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total

  	
   

  	
  100

  	
  %

  	
   

  



 


(b)           Dividends, Splits and Voting Rights.  If the Company (i) declares a stock
dividend or makes a distribution on Common Stock in shares, (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 Grant Shares subject to the transfer restrictions of this Section 2
shall be proportionately increased or reduced, as applicable, so as to prevent
the enlargement or dilution of Grantee’s rights hereunder.  The determination of the Committee regarding
the methodology for effecting such adjustments shall be binding.  In addition, the Grantee shall not have the
right to vote the Grant Shares while they remain subject to the transfer
restrictions of this Section 2.


 


(c)           Change in Control.  If there is a Change in Control of the
Company (as defined in the Plan at such time), the transfer restrictions of
this Section 2 shall automatically cease as of the effective date
of such Change in Control, and all the Grant Shares shall thus be 100% vested upon
a Change in Control.


 


3.             Forfeiture.


 


(a)           Termination of Employment.   If
Grantee’s Employment is terminated due to Grantee’s involuntary termination
(except for Cause), including as a result of Grantee’s death or Disability,
then in any such event, all Grant Shares shall become fully vested and
transferable free of restrictions as of the effective date of the termination
of Employment.  The
termination of Employment of Grantee due to or as a result of the termination
or expiration of the Co-Employer Agreement, dated July 11, 2008, by and
between the Company and Torch Energy Advisors Incorporated shall be considered
an involuntary termination of Grantee’s Employment for purposes of this
Agreement and then in such event, all Grant Shares shall become fully vested
and transferable free of restrictions as of the effective date of the
termination of Employment.


 


If Grantee’s
Employment with the Company is involuntarily terminated by the Company for
Cause, or voluntarily terminated by the Grantee for any reason (other than due
to Grantee’s death or Disability), including the Retirement of Grantee, then
Grantee shall immediately forfeit all Grant Shares which are not then Vested
Shares.


 


(b)           Forfeited Shares.  All Grant Shares forfeited hereunder shall automatically
revert to the Plan and become canceled. 
Any certificate(s) representing Grant Shares which include
forfeited shares shall only represent that number of Grant Shares which have
not been forfeited hereunder.  Upon the
Company’s request, Grantee agrees to tender to the Company any 


 


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certificate(s) representing
Grant Shares which include forfeited shares for a new certificate representing only
the unforfeited number of Grant Shares.


 


4.             Issuance of Certificate.


 


(a)           The
Grant Shares may not be Transferred until they become Vested Shares.  Further, the Vested Shares may not be sold or
otherwise disposed of in any manner which would constitute, in the opinion of
counsel for the Company, a violation of any applicable federal or state
securities or other laws or regulations, or any rules or regulations of
any stock exchange on which the Common Stock is listed.  The Company shall cause to be issued a stock
certificate, registered in the name of the Grantee, evidencing the Grant Shares
upon receipt of a stock power duly endorsed in blank with respect to such
shares.  Each such stock certificate
shall bear the following legend:


 


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 Resaca
Exploitation, Inc. 2008 Stock Incentive Plan and a Restricted Stock
Agreement entered into between the registered owner of such shares and Resaca
Exploitation, Inc.  Copies of the
Plan and Restricted Stock Agreement are on file in the main corporate offices
of Resaca Exploitation, Inc.


 


(b)           The
Certificate issued pursuant to this Section 4, together with the
stock powers relating to the Grant Shares evidenced by such certificate, shall
be held by the Company.  The Company
shall issue to Grantee a receipt evidencing the certificates held by it which are
registered in the name of Grantee.


 


5.             Grantee’s
Representations.  Notwithstanding any
provision hereof to the contrary, the Grantee hereby agrees and covenants that
Grantee will not acquire any Grant Shares, and that the Company will not be
obligated to issue any Grant Shares to the Grantee hereunder, if the issuance
of such shares constitutes a violation by the Grantee or the Company of any applicable
federal or state securities or other laws or regulations, or any rules or
regulations of any stock exchange on which the Common Stock is listed.  Any determination in this regard that is made
by the Committee, in good faith, shall be final and binding.  The rights and obligations of the Company and
the Grantee are subject to all applicable laws and regulations


 


6.             Tax
Withholding.  To the extent that the
receipt or vesting of Grant Shares results in compensation income to Grantee
for any tax purposes, Grantee shall deliver to Company at such time the sum
that the Company requires to meet its tax withholding obligations under
applicable law or regulation, and, if Grantee fails to do so, the Company is
authorized to (a) withhold from any cash or stock remuneration then or
thereafter payable to Grantee any tax that Company determines is required to be
withheld, or (b) sell such number of Grant Shares before their transfer to
Grantee as is deemed appropriate to satisfy such tax withholding 


 


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requirements, before
transferring the resulting net number of shares to Grantee in full satisfaction
of its obligations under this Agreement.


 


7.             Miscellaneous.


 


(a)           Certain Transfers Void.  Any purported Transfer of shares of Common
Stock in breach of any provision of this Agreement shall be void and
ineffective, 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, such
fractional share shall be rounded down to the next whole share if it is less
than 0.5 and rounded up to the next whole share if it is 0.5 or more.


 


(c)           Not an Employment Agreement.  This Agreement is not an Employment
agreement, and no provision of this Agreement shall be construed or interpreted
to create any Employment relationship between Grantee and the Company for any
time period.  The Employment of Grantee
shall be subject to termination to the same extent as if this Agreement had not
been executed.


 


(d)           Notices.  All notices under this Agreement shall be
mailed or delivered by hand to the parties at their respective addresses set
forth beneath their signatures below or at such other address as may be
designated in writing by either of the parties to one another, or to their
permitted transferees if applicable. 
Notices shall be effective upon receipt.


 


(e)           Shares Reserved.  The Company shall, at all times during the
period that any Grant Shares remain subject to this Agreement, reserve under
the Plan such number of shares of Common Stock as shall be sufficient to
satisfy the requirements of this Agreement.


 


(f)            Amendment and Termination.  No amendment, modification or termination of
this Agreement shall be made at any time without the written consent of Grantee
and Company.


 


(g)           No Guarantee of Tax Consequences.  The Company makes no commitment or guarantee
that any tax treatment will apply or be available to Grantee or any other
person.  The Grantee has been advised,
and provided with the opportunity, to obtain independent legal and tax advice
regarding the grant, vesting, transfer and the disposition of any Grant Shares.


 


(h)           Severability.  In the event that any provision of this
Agreement shall be held illegal, invalid, or unenforceable for any reason, such
provision shall be fully severable, but shall not affect the remaining
provisions of the Agreement, and the Agreement shall be construed and enforced
as if the illegal, invalid, or unenforceable provision had not been included
herein.


 


(i)            Supersedes Prior Agreements.  This Agreement shall supersede and replace
all prior agreements and understandings, oral or written, between the Company
and the Grantee regarding the Grant Shares covered hereby.


 


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(j)            Governing Law.  The Agreement shall be construed in
accordance with the laws of the State of Texas, without regard to its conflict
of law provisions, to the extent federal law does not supersede and preempt
Texas law.


 


[Signature page follows]


 


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IN
WITNESS WHEREOF, this Restricted Stock Agreement is made
and entered into as of the date first written above.


 


	
   

  	
   

  	
  RESACA EXPLOITATION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John J. Lendrum, III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John J. Lendrum, III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Resaca Exploitation, Inc.

  
	
   

  	
   

  	
  1331 Lamar Street, Suite 1450

  
	
   

  	
   

  	
  Houston, TX 
  77010

  
	
   

  	
   

  	
  Attn: 
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mary Lou Fry

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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