exv10w2



 






Exhibit 10.2




RESTRICTED STOCK AGREEMENT




     This RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of December 14, 2005, by
and between Superior Energy Services, Inc. (“Superior”) and Kenneth L. Blanchard (“Award
Recipient”).



     WHEREAS, Superior maintains the 2005 Stock Incentive Plan (the “Plan”), under which the
Compensation Committee of the Board of Directors of Superior (the “Committee”) may, directly or
indirectly, among other things, grant restricted shares of Superior’s common stock, $.001 par value
per share (the “Common Stock”), to key employees of Superior or its subsidiaries (collectively, the
“Company”); and



     WHEREAS, pursuant to the Plan the Committee has awarded to the Award Recipient restricted
shares of Common Stock on the terms and conditions specified below;



     NOW, THEREFORE, the parties agree as follows:



1.

AWARD OF SHARES




     Upon the terms and conditions of the Plan and this Agreement, Superior as of the date of this
Agreement hereby awards to the Award Recipient 24,000 restricted shares of Common Stock (the
“Restricted Stock”), that vest, subject to Sections 2, 3 and 4 hereof, in installments as follows:



	 	 	 	 	 
	Scheduled Vesting Date	 	Number of Shares of Restricted Stock
	January 2, 2006

	 	 	8,000	 
	January 2, 2007

	 	 	8,000	 
	January 2, 2008

	 	 	8,000	 






2.

AWARD RESTRICTIONS ON

RESTRICTED STOCK




     2.1 In addition to the conditions and restrictions provided in the Plan, neither the shares of
Restricted Stock nor the right to vote the Restricted Stock, to receive dividends thereon or to
enjoy any other rights or interests thereunder or hereunder may be sold, assigned, donated,
transferred, exchanged, pledged, hypothecated or otherwise encumbered prior to vesting. Subject to
the restrictions on transfer provided in this Section 2.1, the Award Recipient shall be entitled to
all rights of a shareholder of Superior with respect to the Restricted Stock, including the right
to vote the shares and receive all dividends and other distributions declared thereon.



     2.2 If the shares of Restricted Stock have not already vested in accordance with Section 1
above, the shares of Restricted Stock shall vest and all restrictions set forth in Section 2.1
shall lapse on the earlier of: (a) the date on which the employment of the Award Recipient



 









 




terminates as a result of any of the events specified in Sections 3(i) or (ii) below, or (b)
if permitted by the Committee in accordance with Section 3 below, retirement or termination by the
Company, or (c) the occurrence of a Change of Control (as defined in the Plan).




3.

TERMINATION OF EMPLOYMENT




     If the Award Recipient’s employment terminates as the result of (i) death or (ii) disability
within the meaning of the Employment Agreement dated February 25, 2005 between the Company and
Award Recipient, all unvested shares of Restricted Stock granted hereunder shall immediately vest.
Unless the Committee determines otherwise in the case of retirement of the Award Recipient or
termination by the Company of the Award Recipient’s employment, termination of employment for any
other reason, except termination upon a Change of Control (as defined in the Plan), shall
automatically result in the termination and forfeiture of all unvested Restricted Stock.



4.

FORFEITURE OF AWARD




     4.1 If at any time during Award Recipient’s employment by the Company or within 36 months
after termination of employment, Award Recipient engages in any activity in competition with any
activity of the Company, or inimical, contrary or harmful to the interests of the Company,
including but not limited to:




     (a) conduct relating to Award Recipient’s employment for which either criminal or civil
penalties against Award Recipient may be sought;




     (b) conduct or activity that results in termination of Award Recipient’s employment for
Cause;




     (c) violation of Company policies, including, without limitation, the Company’s Code of
Business Ethics and Conduct;




     (d) accepting employment with, acquiring a 5% or more equity or participation interest
in, serving as a consultant, advisor, director or agent of, directly or indirectly
soliciting or recruiting any employee of the Company who was employed at any time during
Award Recipient’s tenure with the Company, or otherwise assisting in any other capacity or
manner any company or enterprise that is directly or indirectly in competition with or
acting against the interests of the Company or any of its lines of business (a
“competitor”), except for (i) any isolated, sporadic accommodation or assistance provided to
a competitor, at its request, by Award Recipient during Award Recipient’s tenure with the
Company, but only if provided in the good faith and reasonable belief that such action would
benefit the Company by promoting good business relations with the competitor and would not
harm the Company’s interests in any substantial manner or (ii) any other service or
assistance that is provided at the request or with the written permission of the Company;



 









 






     (e) disclosing or misusing any confidential information or material concerning the
Company; or




     (f) making any statement or disclosing any information to any customers, suppliers,
lessors, lessees, licensors, licensees, regulators, employees or others with whom the
Company engages in business that is defamatory or derogatory with respect to the business,
operations, technology, management, or other employees of the Company, or taking any other
action that could reasonably be expected to injure the Company in its business relationships
with any of the foregoing parties or result in any other detrimental effect on the Company;


then the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited
effective on the date on which the Award Recipient breaches this Section 4.1 and (i) all shares of
Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into
which such shares have been converted or exchanged) shall be returned to the Company or, if no
longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest,
all cash, securities or other assets received by the Award Recipient upon the sale or transfer of
such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.




     4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award
Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law,
deduct such amount from any amounts the Company owes the Award Recipient from time to time for any
reason (including without limitation amounts owed to the Award Recipient as salary, wages,
reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay).
Whether or not the Company elects to make any such set-off in whole or in part, if the Company does
not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient
hereby agrees to pay immediately the unpaid balance to the Company.



     4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections
4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in
the best interests of the Company.



5.

STOCK CERTIFICATES




     5.1 Any stock certificates evidencing the Restricted Stock shall be retained by Superior until
the lapse of restrictions under the terms hereof. Superior shall place a legend, in the form
specified in the Plan, on any stock certificates restricting the transferability of the shares of
Restricted Stock.



     5.2 Upon the lapse of restrictions on shares of Restricted Stock if requested by the Award
Recipient, Superior shall cause a stock certificate without a restrictive legend to be issued with
respect to the vested Restricted Stock in the name of the Award Recipient or his or her nominee
within 10 days. Upon receipt of such stock certificate, the Award Recipient is free to hold or
dispose of the shares represented by such certificate, subject to applicable securities laws.



 









 





6.

WITHHOLDING TAXES




     At the time that all or any portion of the Restricted Stock vests, the Award Recipient must
deliver to Superior the amount of income tax withholding required by law. In accordance with and
subject to the terms of the Plan, the Award Recipient may satisfy the tax withholding obligation in
whole or in part by delivering currently owned shares of Common Stock or by electing to have
Superior withhold from the shares the Award Recipient otherwise would receive hereunder shares of
Common Stock having a value equal to the minimum amount required to be withheld (as determined
under the Plan).



7.

ADDITIONAL CONDITIONS




     Anything in this Agreement to the contrary notwithstanding, if at any time Superior further
determines, in its sole discretion, that the listing, registration or qualification (or any
updating of any such document) of the shares of Common Stock issuable pursuant hereto is necessary
on any securities exchange or under any federal or state securities or blue sky law, or that the
consent or approval of any governmental regulatory body is necessary or desirable as a condition
of, or in connection with the issuance of shares of Common Stock pursuant thereto, or the removal
of any restrictions imposed on such shares, such shares of Common Stock shall not be issued, in
whole or in part, or the restrictions thereon removed, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to Superior. Superior agrees to use commercially reasonable efforts to issue all shares
of Common Stock issuable hereunder on the terms provided herein.



8.

NO CONTRACT OF EMPLOYMENT INTENDED




     Nothing in this Agreement shall confer upon the Award Recipient any right to continue in the
employment of the Company, or to interfere in any way with the right of the Company to terminate
the Award Recipient’s employment relationship with the Company at any time.



9.

BINDING EFFECT




     This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, legal representatives and successors. Without
limiting the generality of the foregoing, whenever the term “Award Recipient” is used in any
provision of this Agreement under circumstances where the provision appropriately applies to the
heirs, executors, administrators or legal representatives to whom this award may be transferred by
will or by the laws of descent and distribution, the term “Award Recipient” shall be deemed to
include such person or persons.



 









 





10.

INCONSISTENT PROVISIONS




     The shares of Restricted Stock granted hereby are subject to the terms, conditions,
restrictions and other provisions of the Plan as fully as if all such provisions were set forth in
their entirety in this Agreement. If any provision of this Agreement conflicts with a provision of
the Plan, the Plan provision shall control. The Award Recipient acknowledges that a copy of the
Plan and a prospectus summarizing the Plan was distributed or made available to the Award Recipient
and that the Award Recipient was advised to review such materials prior to entering into this
Agreement. The Award Recipient waives the right to claim that the provisions of the Plan are not
binding upon the Award Recipient and the Award Recipient’s heirs, executors, administrators, legal
representatives and successors.



11.

GOVERNING LAW




     This Agreement shall be governed by and construed in accordance with the laws of the State of
Louisiana.



12.

SEVERABILITY




     If any term or provision of this Agreement, or the application thereof to any person or
circumstance, shall at any time or to any extent be invalid, illegal or unenforceable in any
respect as written, the Award Recipient and Superior intend for any court construing this Agreement
to modify or limit such provision so as to render it valid and enforceable to the fullest extent
allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so
as to not affect any other term or provision hereof, and the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than those as to which it
is held invalid, illegal or unenforceable, shall not be affected thereby and each term and
provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.



13.

ENTIRE AGREEMENT; MODIFICATION




     13.1 The Plan and this Agreement contain the entire agreement between the parties with respect
to the subject matter contained herein and may not be modified, except as provided in the Plan, as
it may be amended from time to time in the manner provided therein, or in this Agreement, as it may
be amended from time to time by a written document signed by each of the parties hereto. Any oral
or written agreements, representations, warranties, written inducements, or other communications
with respect to the subject matter contained herein made prior to the execution of the Agreement
shall be void and ineffective for all purposes.



     13.2 By Award Recipient’s signature below, Award Recipient represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this Agreement subject to
all of the terms and provisions thereof. Award Recipient has reviewed the Plan and this Agreement
in their entirety and fully understands all provisions of this Agreement. Award Recipient agrees
to



 









 




accept as binding, conclusive and final all decisions or interpretations of the Committee upon
any questions arising under the Plan or this Agreement.




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered on the day and year first above written.



	 	 	 	 	 	 	 
	 	 	SUPERIOR ENERGY SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Terence E. Hall	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Terence E. Hall	 	 
	 

	 	 	 	Chairman and Chief Executive Officer	 	 
	 
	 
	 

	 	 	 	/s/ Kenneth L. Blanchard	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Kenneth L. Blanchard