Park Place Energy Corp.: Exhibit 10.2 - Filed by newsfilecorp.com





RESTRICTED STOCK UNIT AWARD AGREEMENT 

PARK PLACE ENERGY CORP. 
2013 LONG-TERM INCENTIVE
EQUITY PLAN 

     1.     Award of
Restricted Stock Units. Pursuant to the Park Place Energy Corp. 2013
Long-Term Incentive Equity Plan (the “Plan”) for Employees (as
defined below), officers, directors and Contractors (as defined below) whose
past, present and/or potential future contributions to Park Place Energy Corp.,
an Nevada corporation (the “Company”) and its Subsidiaries, have
been, are or will be important to the success of the Company and its
Subsidiaries,

_________________________________ 
(the
“Participant”) 

has been granted an Other Stock-Based Award under the Plan of
[insert # of RSUs awarded] restricted stock units (the “Awarded
Units”) that may be converted into the number of shares of Common Stock
of the Company equal to the number of Awarded Units, subject to the terms and
conditions of the Plan and this Restricted Stock Unit Award Agreement (this
“Agreement”). The date of grant of this Other Stock-Based Award is
_____________, 20__ (the “Date of Grant”). Each Awarded Unit shall
be a notional share of Common Stock, with the value of each Awarded Unit being
equal to the Fair Market Value of a share of Common Stock at any time. 

     2.    
Subject to Plan. This Agreement is subject to the terms and conditions of
the Plan, and the terms of the Plan shall control to the extent not otherwise
inconsistent with the provisions of this Agreement. To the extent the terms of
the Plan are inconsistent with the provisions of the Agreement, this Agreement
shall control. The capitalized terms used herein that are defined in the Plan
shall have the same meanings assigned to them in the Plan unless otherwise
defined in this Agreement. This Agreement is subject to any rules promulgated
pursuant to the Plan by the Board or the Committee and communicated to the
Participant in writing.

     3.    
Vesting. Awarded Units that have become vested pursuant to the terms of
this Section 3 are collectively referred to herein as “Vested
RSUs.” All other Awarded Units are collectively referred to herein as
“Unvested RSUs.”

    
a.     Except as specifically provided in this Agreement and
subject to certain restrictions and conditions set forth in the Plan, one
hundred percent (100%) of the total Awarded Units shall vest on December 1, 2015
and become Vested RSUs, provided the Participant is a Contractor providing
services to the Company or a Subsidiary on that date. 

Notwithstanding the foregoing, upon the
occurrence of (A) a Qualified Transaction Date, (B) a Change in Control, (C) a
Termination of Service due to death or Total and Permanent Disability, or (D)
Termination of Service without Due Cause, all Unvested RSUs shall immediately
become Vested RSUs. 

    
Alternative Section 3.a (for time-vesting RSUs): 

     [a.
Except as specifically provided in this Agreement and subject to certain
restrictions and conditions set forth in the Plan, the Awarded Units shall be
vested as follows: 

     i.    
_____________percent (___%) of the total Awarded Units shall vest on the first anniversary of the Date of Grant and become Vested RSUs,
provided the Participant is employed by (or if the Participant is a Contractor,
is providing services to) the Company or a Subsidiary on that date.




     ii.    
_____________percent (___%) of the total Awarded Units shall vest on the second
anniversary of the Date of Grant and become Vested RSUs, provided the
Participant is employed by (or if the Participant is a Contractor, is providing
services to) the Company or a Subsidiary on that date. 

     iii.    
_____________percent (___%) of the total Awarded Units shall vest on the third
anniversary of the Date of Grant and become Vested RSUs, provided the
Participant is employed by (or if the Participant is a Contractor, is providing
services to) the Company or a Subsidiary on that date. 

     iv.    
_____________percent (___%) of the total Awarded Units shall vest on the fourth
anniversary of the Date of Grant and become Vested RSUs, provided the
Participant is employed by (or if the Participant is a Contractor, is providing
services to) the Company or a Subsidiary on that date. 

Notwithstanding the foregoing, upon the
occurrence of [(A) a Change in Control, (B) a Termination of Service due to
death or Total and Permanent Disability, or (C) Termination of Service without
Due Cause], all Unvested RSUs shall immediately become Vested RSUs.] 

    
b.     Within thirty (30) days following the close of the
calendar quarter in which the Awarded Units vest in accordance with Section
3.a. above, the Company shall convert the Vested RSUs into the number of
whole shares of Common Stock equal to the number of Vested RSUs, subject to the
provisions of the Plan and this Agreement and shall issue certificates for the
number of shares of Common Stock equal to the Vested RSUs in the Participant’s
name. Notwithstanding the immediately preceding sentence, in the case of a
distribution on account of the Participant’s Termination of Service, other than
death, distribution on behalf of a “specified employee,” as defined in Section
409A of the Code, shall not occur until the date which is earlier of (i) six (6)
months following the date of said employee’s “separation from service” (as such
term is defined in the Treasury Regulations promulgated under Section 409A of
the Code and any other guidance issued under Section 409A of the Code); or (ii)
the date of said employee’s death. From and after the date of receipt of such
shares, the Participant or the Participant’s estate, personal representative or
beneficiary, as the case may be, shall have full rights of transfer or resale
with respect to such stock subject to applicable state and federal
regulations.

     c.     Except as
otherwise provided in Section 3.a. above, upon the Participant’s
Termination of Service for any other reason whatsoever, the Participant shall be
deemed to have forfeited all of the Participant’s Unvested RSUs. Upon
forfeiture, all of the Participant’s rights with respect to the forfeited
Unvested RSUs shall cease and terminate, without any further obligations on the
part of the Company. 

     4.     Who
May Receive Converted Vested RSUs. During the lifetime of the Participant,
the Common Stock received upon conversion of Vested RSUs may only be received by
the Participant or his or her legal representative. If the Participant dies
prior to the date his or her Vested RSUs are converted into shares of Common
Stock as described in Section 3 above, the Common Stock relating to such
converted Vested RSUs may be received by any individual who is entitled to
receive the property of the Participant pursuant to the applicable laws of
descent and distribution. 

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     5.     No
Fractional Shares. Vested RSUs may be converted only with respect to full
shares, and no fractional share of stock shall be issued. 

     6.    
Rights as Shareholder. The Participant will have no rights as a
shareholder with respect to any shares covered by this Agreement until the
issuance of certificate for such shares in the Participant’s name with respect
to the Awarded Units. The Awarded Units shall be subject to the terms and
conditions of this Agreement regarding such shares. Except as otherwise provided
in Section 7, hereof, no adjustment shall be made for dividends of other
rights for which record date is prior to the registration of shares in the
Participant’s name. 

     7.    
Adjustment of Number of Awarded Units and Related Matters. The number of
Awarded Units shall be subject to adjustment in accordance with the terms of the
Plan, including without limitation Section 9 therein. 

     8.    
Participant’s Acknowledgments. The Participant acknowledges receipt of a
copy of the Plan, which has been furnished to the Participant and is
incorporated herein by reference for all purposes, and represents that he is
familiar with the terms and provisions thereof, and hereby accepts this Award
subject to all the terms and provisions thereof. The Participant hereby agrees
to accept as binding, conclusive, and final all decisions or interpretations of
the Board or the Committee upon any questions arising under the Plan or this
Agreement. 

     9.    
Execution of Documents. The Participant, by his execution of this
Agreement, hereby agrees to execute any documents requested by the Company in
connection with the conversion of the Awarded Units into shares of Common Stock
pursuant to this Agreement. 

     10.    
Representations, Etc. Each spouse individually is bound by, and such
spouse’s interest, if any, in any Awarded Units is subject to, the terms of this
Agreement. Nothing in this Agreement shall create a community property interest
where none otherwise exists. 

     11.    
Remedies. Each of the parties to this Agreement will be entitled to
enforce its rights under this Agreement specifically, to recover damages and
costs (including reasonable attorneys’ fees) cause by any breach of any
provision of this Agreement, and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that any
party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without positing any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement. 

     12.    
Participant’s Representations. Notwithstanding any of the provisions
hereof, the Participant hereby agrees that the Company will not be obligated to
issue any shares to the Participant hereunder, if the issuance of such shares
shall constitute a violation by the Participant or the Company of any provision
of any law or regulation of any governmental authority. Any determination in
this connection by the Company shall be final, binding, and conclusive. The
obligations of the Company and the rights of the Participant are subject to all
applicable laws, rules, and regulations. 

     13.    
Investment Representation. Unless the Common Stock is issued in a
transaction registered under applicable federal, provincial, and state
securities laws, by his or her execution hereof, the Participant represents and
warrants to the Company that all Common Stock which may be purchased and or
received hereunder will be acquired by the Participant for investment purposes
for his or her own account and not with any intent for resale or distribution in
violation of federal, provincial, or state securities laws. Unless the Common Stock is issued to him or her in a transaction
registered under the applicable federal, provincial, and state securities laws,
all certificates issued with respect to the Common Stock shall bear an
appropriate restrictive investment legend and shall be held indefinitely, unless
they are subsequently registered under the applicable federal, provincial, and
state securities laws or the Participant obtains an opinion of counsel, in form
and substance satisfactory to the Company and its counsel, that such
registration is not required.

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     14.    
Law Governing. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Nevada. 

     15.     No
Right to Continue Service. Nothing herein shall be construed to confer upon
the Participant the right to continue to provide services to the Company or any
Subsidiary as a Contractor, or interfere with or restrict in any way the right
of the Company or any Subsidiary to discharge the Participant as a Contractor at
any time. 

     16.     Legal
Construction. In the event that any one or more of the terms, provisions, or
agreements that are contained in this Agreement shall be held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect
for any reason, the invalid, illegal, or unenforceable term, provision, or
agreement shall not affect any other term, provision, or agreement that is
contained in this Agreement and this Agreement shall be construed in all
respects as if the invalid, illegal, or unenforceable term, provision, or
agreement had never been contained herein. 

     17.    
Covenants and Agreements as Independent Agreements. Each of the covenants
and agreements that are set forth in this Agreement shall be construed as a
covenant and agreement independent of any other provision of this Agreement. The
existence of any claim or cause of action of the Participant against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants and agreements that
are set forth in this Agreement. 

     18.     Entire
Agreement. This Agreement together with the Plan supersede 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 or the Plan and
that any agreement, statement or promise that is not contained in this Agreement
or the Plan shall not be valid or binding or of any force or effect. 

     19.    
Counterparts. This Agreement may be executed in separate counterparts,
each of which shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. 

     20.     Parties
Bound. The terms, provisions, and agreements that are contained in this
Agreement shall apply to, be binding upon, and inure to the benefit of the
parties and their respective heirs, executors, administrators, legal
representatives, and permitted successors and assigns, subject to the limitation
on assignment expressly set forth herein.

     21.    
Modification. No change or modification of this Agreement shall be valid
or binding upon the parties unless the change or modification is in writing and
signed by the parties; provided, however, that the Company may change or modify
this Agreement without the Participant’s consent or signature if the Company
determines, in its sole discretion, that such change or modification is
necessary for purposes of compliance with or exemption from the requirements of
Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the preceding
sentence, the Company may amend the Plan to the extent permitted by the Plan.

4 




     22.    
Headings. The headings that are used in this Agreement are used for
reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement. 

     23.     Gender
and Number. Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular number shall be
held to include the plural, and vice versa, unless the context requires
otherwise. 

     24.    
Notice. Any notice required or permitted to be delivered hereunder shall
be deemed to be delivered only when actually received by the Company or by the
Participant, as the case may be, at the addresses set forth below, or at such
other addresses as they have theretofore specified by written notice delivered
in accordance herewith: 

    
a.     Notice to the Company shall be addressed and
delivered as follows: 

            
Park Place Energy
Corp. 
        
    2200 Ross Ave., Suite
4500E 
       
     Dallas, TX
75201 
        
    Attn: Scott C. Larsen, President and
CEO 
            
Fax: (214)
220-4349 
          
  Email: slarsen@parkplaceenergy.com 


    
b.     Notice to the Participant shall be addressed and
delivered as set forth on the signature page. 

     25.    
Tax Requirements. The Participant is hereby advised to consult
immediately with his or her own tax advisor regarding the tax consequences of
this Agreement. Unless the Company otherwise consents in writing to an
alternative withholding method, the Company, or if applicable, any Subsidiary
(for purposes of this Section 25, the term “Company” shall be
deemed to include any applicable Subsidiary) shall withhold the number of shares
to be delivered upon the conversion of the Vested RSUs with an aggregate Fair
Market Value that equals (but does not exceed) the estimated amount of any
Federal, state, provincial, local, or other taxes required by law to be withheld
in connection with this Award. The Company, in its sole discretion and prior to
the date of conversion, may also permit the Participant receiving shares of
Common Stock upon conversion of Vested RSUs to pay the Company the amount of any
taxes that the Company is required to withhold in connection with the
Participant’s income arising with respect to this Award. Such payments shall be
required to be made prior to the delivery of any certificate representing shares
of Common Stock. Such payment, if the Company, in its sole discretion, so
consents in writing, may be made (i) by the delivery of cash to the Company in
an amount that equals or exceeds the required tax withholding obligations of the
Company; (ii) if the Company, in its sole discretion, so consents in writing,
the actual delivery by the Participant to the Company of shares of Common Stock,
other than (A) Restricted Stock, or (B) Common Stock that the Participant has
acquired from the Company within six (6) months prior thereto, which shares so
delivered have an aggregate Fair Market Value that equals or exceeds the
required tax withholding payment; or (iii) if the Company, in its sole
discretion, so consents in writing, the Company’s withholding of a number of
shares to be delivered upon the conversion of Vested RSUs, which shares so
withheld have an aggregate Fair Market Value that equals (but does not exceed)
the required tax withholding payment; or (iv) any combination of (i), (ii), or
(iii). The Company also may, in its sole discretion, withhold any such taxes
from any other cash remuneration otherwise paid by the Company to the
Participant. In addition and provided such action is consistent with applicable tax laws, and provided the
Company in its sole discretion and the Participant agree, the Company may remit
to the Participation cash in the amount that is estimated to equal any Federal,
state, provincial, local, or other taxes required by law to be withheld in
connection with this Award, and the Participant shall be solely responsible for
the remit such amounts directly to the applicable taxing authorities.

5 




     26.    
Definitions. For the purpose of this Award, unless the context requires
otherwise, the following terms shall have the meanings indicated:

     “Qualified Transaction
Date” means the first to occur of either of the following: 

     (a)     the date
on which the Company or any of its Subsidiaries, has raised an aggregate amount
of cash through the sale of equity equal to or exceeding $10 million, which
calculation shall include all funds raised through the sale of equity starting
with the sale of equity approved by the Board of Directors of the Company on and
as of June 15, 2013; OR, 

     (b)     the date
on which the Company or any of its Subsidiaries, pursuant to a transaction or
series of transactions, becomes entitled to receive proceeds or becomes entitled
to realize economic benefits in an amount of at least $20,000,000.

For purposes of this definition, a “transaction” means
any type of (i) capital raising transaction, including without limitation a
financing of debt and/or convertible equity, or (ii) farmout or similar
arrangement in which the Company agrees to exchange a portion of its interest in
an asset of the Company for funding to enable the Company to carry out work
programs on the asset of the Company. 

     “Change in Control”
of the Company occurs upon a change in the Company’s ownership, its effective
control or the ownership of a substantial portion of its assets, as follows:


     (a)    
Change in Ownership. A change in ownership of the Company that is more
particularly described in Section 9.1 of the Plan; or 

     (b)    
Change in Effective Control. Even though the Company may not have
undergone a change in ownership under paragraph (a) above, a change in the
effective control of the Company occurs on the date that Scott C. Larsen ceases
to serve as President and Chief Executive Officer of the Company; or 

     (c)    
Change in Ownership of Substantial Portion of Assets. A change in the
ownership of a substantial portion of the Company’s assets occurs on the date
that a Person acquires (or has acquired during the twelve (12) month period
ending on the date of the most recent acquisition by such Person) assets of the
Company, that have a total gross fair market value equal to at least forty
percent (40%) of the total gross fair market value of all of the Company’s
assets immediately before such acquisition or acquisitions. This provision
supersedes the provisions of Section 9.2 of the Plan. 

     (e)     The
provisions of this definition shall be interpreted in accordance with the
requirements of Section 409A of the Code and the Final Treasury Regulations
issued thereunder, it being the intent of the parties that this definition shall
be in compliance with the requirements of said Code Section and said
Regulations. Notwithstanding the foregoing provisions of this definition, in the
event this Award is subject to Section 409A of the Code, then, in lieu of the
foregoing definition and to the extent necessary to comply with the requirements
of Section 409A of the Code, the definition of “Change in Control” for purposes
of this Award shall be the definition provided for under Section 409A
of the Code and the regulations or other guidance issued thereunder.

6 




     “Contractor
Agreement” means the agreement under which the Participant provides
services to the Company as a Contractor. 

     “Contractor” means
any natural person, who is not an Employee, rendering bona fide services
to the Company or a Subsidiary, with compensation, pursuant to a written
independent contractor agreement between such person and the Company or a
Subsidiary, provided that such services are not rendered in connection with the
offer or sale of securities in a capital raising transaction and do not directly
or indirectly promote or maintain a market for the Company’s securities and, if
resident in Canada, the person spends or will spend a significant amount of time
and attention on the affairs and business of the Company or a Subsidiary. Where
a Contractor rendering services to the Company or a Subsidiary is not a natural
person, the Contractor Agreement may designate a natural person to be the
recipient of an award under this Agreement. 

     “Due Cause”
means any of the following events: 

     (a)     the
willful refusal by the Participant to perform his obligations under the
Contractor Agreement that is not corrected within thirty (30) days following
written notice thereof to the Participant by the Company, such notice to state
with specificity the nature of the willful refusal; 

     (b)    
Participant’s conviction of a felony; or 

     (c)     any
intentional act of fraud or embezzlement by the Participant that has a material
adverse impact on the business of the Company. 

     “Employee” means
common law employee (as defined in accordance with the Regulations and Revenue
Rulings then applicable under Section 3401(c) of the Code) of the Company or any
Subsidiary of the Company, provided, however, in the case of an individual whose
employment status, by virtue of his employer or residence, is not determined
under Section 3401(c) of the Code, “Employee” shall mean an individual treated
as an employee for local payroll tax or employment purposes by the applicable
employer for the relevant period. 

     “Person” shall have
the meaning given in Section 7701(a)(1) of the Code. Person shall include more
than one Person acting as a group as defined by the Final Treasury Regulations
issued under Section 409A of the Code. 

     “Retirement” means
any Termination of Service solely due to retirement upon or after attainment of
age sixty-five (65), or permitted early retirement as determined by the
Committee, provided, however, in the case of a Participant who resides in the
European Economic Area, “Retirement” shall mean any Termination of Service as of
a date he is eligible for mandatory retirement benefits under local law, without
regard to age. 

     “Termination of
Service” occurs when the Participant ceases to serve as a Contractor of
the Company and its Subsidiaries for any reason. Notwithstanding the foregoing
provisions of this definition, in the event that this Award is subject to
Section 409A of the Code, then, in lieu of the foregoing definition and to the
extent necessary to comply with the requirements of Section 409A of the Code,
the definition of “Termination of Service” for purposes of this Award shall be
the definition of “separation from service” provided for under Section 409A of
the Code and the regulations or other guidance issued thereunder. 

7 




     “Total and Permanent
Disability” means a Participant is qualified for long-term disability
benefits under the Company’s or Subsidiary’s disability plan or insurance policy
or under applicable non-U.S. law; or, if no such plan, policy or law is then in
existence or if the Participant is not eligible to participate in such plan or
policy, that the Participant, because of a physical or mental condition
resulting from bodily injury, disease, or mental disorder, is unable to render
his services as a Contractor for a period of six (6) continuous months, as
determined in good faith by the Committee, based upon medical reports or other
evidence satisfactory to the Committee. Notwithstanding the foregoing provisions
of this definition, in the event that this Award is subject to Section 409A of
the Code, then, in lieu of the foregoing definition and to the extent necessary
to comply with the requirements of Section 409A of the Code, the definition of
“Total and Permanent Disability” for purposes of this Award shall be the
definition of “disability” provided for under Section 409A of the Code and the
regulations or other guidance issued thereunder. 

[Signature Page to Follow] 

8 




     IN WITNESS WHEREOF, the Company
has caused this Agreement to be executed by its duly authorized officer, and the
Participant, to evidence his or her consent and approval of all the terms
hereof, has duly executed this Agreement, as of the date specified in Section
1 hereof. 


	COMPANY: 
	 
	PARK PLACE ENERGY CORP.
  
	 
	 	  
	By: 	
	Name: 	
	Title: 	
	 	  
	 	 
	PARTICIPANT: 
	 
	 	  
	Signature 	
	 Name:	
	 Address