exv10w2






Exhibit 10.2




Restricted Stock Agreement

MARINER ENERGY, INC.

THIRD AMENDED AND RESTATED STOCK INCENTIVE PLAN





Grantee:




Date of Grant:




RS Grant Number:




Number of Restricted Shares Granted:



     1. Notice of Grant. Subject to the terms and conditions of the Mariner Energy, Inc.
Third Amended and Restated Stock Incentive Plan, as may be amended or restated from time to time
(the “Plan”), and this Agreement, you are hereby granted pursuant to the Plan, the above number of
restricted shares of Common Stock (“Restricted Stock”) of Mariner Energy, Inc. (the “Company”).



     2. Vesting of Restricted Stock. Subject to the further provisions of this Agreement,
if you continue in service as a Director until the dates specified below, the shares of Restricted
Stock shall become vested in accordance with the following schedule:



	 	 	 	 	 
	Date of Regularly-Scheduled	 	 
	Annual Meeting of Company’s	 	Cumulative
	Stockholders in Year Indicated	 	Vested Percentage
	Annual Meeting
	 	 	331/3	%
	Annual Meeting
	 	 	662/3	%
	Annual Meeting
	 	 	100	%






     Notwithstanding the above vesting schedule, but subject to the further provisions hereof, upon
the occurrence of the following events the unvested shares of Restricted Stock shall vest or be
forfeited as provided below:




     (a) Disability. If you should cease to serve as a Director of the Company by
reason of a disability, the unvested shares of Restricted Stock shall become fully vested.
For purposes of this Agreement, the term “disability” shall mean the inability or incapacity
of the Grantee to perform the essential functions of the Director’s position as a director
of the Company. Such inability or incapacity shall be documented to the reasonable
satisfaction of the Board by appropriate correspondence from physicians who are reasonably
satisfactory to the Board.




     (b) Death. If you die while serving as a Director of the Company, the unvested shares of Restricted Stock shall become fully vested.




     (c) Change of Control. If you have served as a Director of the Company
continuously from the Date of Grant to the date upon which a Change of Control occurs, then
the unvested shares of Restricted Stock shall become fully vested upon the date of such
Change of Control.



 









 






     For purposes of this Agreement, “Change of Control” shall mean, after the Date of
Grant, (i) any person or group of affiliated or associated persons acquires more than 35% of
the voting power in the Company; (ii) the consummation of a sale of all or substantially all
of the assets of the Company; (iii) the dissolution of the Company; or (iv) the consummation
of any merger, consolidation, or reorganization involving the Company in which, immediately
after giving effect to such merger, consolidation or reorganization, less than 51% of the
total voting power of outstanding stock of the surviving or resulting entity is then
“beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended) in the aggregate by the stockholders of the Company immediately prior to
such merger, consolidation or reorganization.




     (d) Termination of Service. If you cease to serve as a Director of the Company
for any reason other than as provided in paragraph 3(a) or 3(b) above, the unvested shares
of Restricted Stock shall be forfeited without consideration as of the date of termination
of service.



     All cash dividends on unvested shares of Restricted Stock held by you shall be paid to you no
later than the later of (i) the end of the calendar year in which the dividends are paid to
shareholders of Company Common Stock or (ii) the 15th day of the third month following
the date the dividends are paid to shareholders. Any stock dividends shall result in an automatic
adjustment to the number of shares of Restricted Stock subject to the vesting provisions of this
award in accordance with the terms of the Plan.



     3. Book Entry. A book entry evidencing the shares of Restricted Stock shall be made
in your name in the books of the Company maintained by its transfer agent, pursuant to which you
shall have all of the rights of a shareholder of the Company (except with respect to dividends as
provided above) with respect to the shares of Restricted Stock, including, without limitation,
voting rights. The book entry shall reflect the restrictions on transfer set forth in Section 4
below. Upon vesting, the Company shall cause the book entry to be amended to remove any
restrictions (except for any restrictions required pursuant to applicable securities laws or any
other agreement to which you are a party) with respect to the shares of Restricted Stock that have
vested.



     4. Nontransferability of Restricted Stock. Prior to vesting, you may not sell,
transfer, pledge, exchange, hypothecate or dispose of the shares of Restricted Stock in any manner
otherwise than by will or by the laws of descent or distribution. A breach of the terms of this
Agreement shall cause a forfeiture of all shares of unvested Restricted Stock.



     5. Entire Agreement; Governing Law. The Plan is incorporated herein by reference.
The Plan and this Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and thereof and supersede in their entirety all prior undertakings and
agreements of the Company and you with respect to the subject matter hereof, and may not be
modified adversely to your interest except by means of a writing signed by the Company and you.
This Agreement is governed by the internal substantive laws, but not the choice of law rules, of
the State of Texas.



     6. Amendment. Except as provided below, this Agreement may not be modified in any
respect by any verbal statement, representation or agreement or by any employee, officer, or
representative of the Company or by any written agreement unless signed by you and by an officer of
the Company who is expressly authorized by the Company to execute such document. The grant of
Restricted Stock, and payment of dividends, whether in cash or stock, with respect thereto are
intended to be exempt from Section 409A of the Internal Revenue Code and the



 - 2 - 









 




regulations promulgated thereunder and shall be interpreted and administered consistently with
such intent. Notwithstanding anything in the Plan or this Agreement to the contrary, if the
Committee determines that the terms of this grant do not, in whole or in part, satisfy the
requirements of Section 409A of the Internal Revenue Code, to the extent applicable, the Committee,
in its sole discretion, may unilaterally modify this Agreement in such manner as it deems
appropriate to comply with such section and any regulations or guidance issued thereunder.




     7. Status of Stock. You agree that the shares of Restricted Stock issued under this
Agreement will not be sold or otherwise disposed of in any manner that would constitute a violation
of the terms and provisions of any applicable federal or state securities laws. You also agree
that (i) the book entry made (or the certificates, if any are issued) representing the shares of
Restricted Stock may bear such restriction, restrictions, legend or legends as the Committee deems
appropriate, (ii) the Company may refuse to register the transfer of the Restricted Stock on the
stock transfer records of the Company if such proposed transfer would, in the opinion of counsel
satisfactory to the Company, be contrary to the terms and provisions of any applicable securities
law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop
registration of the transfer of the Restricted Stock.



     8. General. You agree that the shares of Restricted Stock are granted under and
governed by the terms and conditions of the Plan and this Agreement. In the event of any conflict,
the terms of the Plan shall control. Capitalized terms used but not defined herein shall have the
meanings assigned such terms in the Plan.


Executed by Mariner Energy, Inc. on                      ___, 200___.




	 	 	 	 	 
	 	MARINER ENERGY, INC.

 	 
	 	By:  	 	 
	 	 	Scott D. Josey 	 
	 	 	Chief Executive Officer and President 	 
	 
	 	[NAME]

 	 
	 	
 	 
	 	Signature 	 




 - 3 -