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                                                                   EXHIBIT 10.32


                                     FORM OF
                        RESTRICTED STOCK AWARD AGREEMENT


         This Restricted Stock Award Agreement (the "AGREEMENT"), made as of the
___ day of _____, 200_ (the "GRANT DATE") by and between PLAINS RESOURCES INC.
(the "COMPANY"), and __________ (the "GRANTEE"), evidences the grant by the
Company of a stock award of restricted Shares (the "AWARD") to the Grantee on
such date and the Grantee's acceptance of the Award in accordance with the
provisions of the Company's 2001 Stock Incentive Plan, as amended or restated
from time to time (the "PLAN"). The Company and the Grantee agree as follows:

         1. BASIS FOR AWARD. This Award is made under the Plan pursuant to
Section 8 thereof for services to be rendered to the Company by the Grantee.

         2. STOCK AWARDED.

            (a) The Company hereby awards to the Grantee, in the aggregate,
_____ Shares ("RESTRICTED STOCK"), which shall be subject to the restrictions
and conditions set forth in the Plan and in this Agreement.

            (b) Each certificate issued in respect of the Restricted Stock shall
be registered in the Grantee's name and deposited by him, together with a share
power endorsed in blank, with the Company and shall bear the following (or a
similar) legend:

            "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON
            STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
            CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE
            RESTRICTED STOCK AWARD AGREEMENT DATED AS OF ________
            ___, 200_, ENTERED INTO BETWEEN THE REGISTERED OWNER AND
            PLAINS RESOURCES INC."

At the expiration of the restrictions, the Company shall redeliver to the
Grantee (or his legal representative, beneficiary or heir) share certificates
for the Shares deposited with it without any legend except as otherwise provided
by the Plan, this Agreement or as otherwise required by applicable law. The
Grantee shall have the right to receive dividends on and to vote the Restricted
Stock while it is held in custody except as otherwise provided by the Plan.
Notwithstanding the foregoing, the Company shall retain custody of all Retained
Distributions made or declared with respect to the Restricted Stock and such
Retained Distributions shall be subject to the same restrictions on terms and
conditions as are applicable to the Restricted Stock.

            (c) Except as provided in the Plan or this Agreement, the
restrictions on the Restricted Stock are that the stock will be forfeited by the
Grantee and all of the Grantee's rights to such stock shall immediately
terminate without any payment or consideration by the Company, in the event of
any sale, assignment, transfer, hypothecation, pledge or other alienation of
such Restricted Stock made or attempted, whether voluntary or involuntary, and
if involuntary whether by process of law in any civil or criminal suit, action
or proceeding, whether

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in the nature of an insolvency or bankruptcy proceeding or otherwise, without
the written consent of the Committee, excluding the Grantee if he so serves on
the Committee.

         3. VESTING. The restrictions described in Section 2 of this Agreement
will lapse with respect to one-third (1/3) of the Restricted Stock on the first
anniversary of the Grant Date and with respect to an additional one-third (1/3)
of the Restricted Stock on each of the second and third anniversaries of the
Grant Date, provided the Grantee is still employed by the Company (or any Parent
or Subsidiary) on such vesting dates. All restrictions will lapse with respect
to 100% of the Restricted Stock upon (a) Grantee's death, separation from
service due to Disability, termination of employment by the Company without
Cause, or termination of employment by the Grantee for Good Reason provided that
the Grantee's employment agreement with the Company provides for a termination
of employment by the Grantee for Good Reason (as defined in such employment
agreement), or (b) a Change in Control of the Company. If the Grantee ceases to
be employed by the Company (or any Parent or Subsidiary) for any other reason at
any time prior to the vesting dates, the unvested Restricted Stock shall
automatically be forfeited upon such cessation of service.

         4. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of
Shares shall be subject to compliance by the Company and the Grantee with all
applicable requirements of securities laws and with all applicable requirements
of any stock exchange on which the Shares may be listed at the time of such
issuance or transfer. The Grantee understands that the Company is under no
obligation to register or qualify the Shares with the Securities and Exchange
Commission ("SEC"), any state securities commission or any stock exchange to
effect such compliance.

         5. TAX WITHHOLDING.

            (a) The Grantee agrees that, subject to clause 5(b) below, no later
than the date as of which the restrictions on the Restricted Stock shall lapse
with respect to all or any of the Restricted Stock covered by this Agreement,
the Grantee shall pay to the Company (in cash or to the extent permitted by the
Committee, Shares held by the Grantee whose Fair Market Value on the day
preceding the date the Restricted Stock vests is equal to the amount of the
Grantee's tax withholding liability) any federal, state or local taxes of any
kind required by law to be withheld, if any, with respect to the Restricted
Stock for which the restrictions shall lapse. The Company or its affiliates
shall, to the extent permitted by law, have the right to deduct from any payment
of any kind otherwise due to the Grantee any federal, state or local taxes of
any kind required by law to be withheld with respect to the shares of Restricted
Stock.

            (b) If the Grantee properly elects, within thirty (30) days of the
Grant Date, to include in gross income for federal income tax purposes an amount
equal to the Fair Market Value as of the Grant Date of the Restricted Stock
granted hereunder pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended, the Grantee shall pay to the Company, or make other
arrangements satisfactory to the Committee to pay to the Company in the year of
such grant, any federal, state or local taxes required to be withheld with
respect to such Shares. If the Grantee fails to make such payments, the Company
or its affiliates shall, to the extent permitted by law, have the right to
deduct from any payment of any kind otherwise due to the


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Grantee any federal, state or local taxes of any kind required by law to be
withheld with respect to such Shares.

         6. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall be
deemed by implication or otherwise to impose any limitation on any right of the
Company or any of its affiliates to terminate the Grantee's employment at any
time, in the absence of a specific written agreement to the contrary.

         7. REPRESENTATIONS AND WARRANTIES OF GRANTEE. The Grantee represents
and warrants to the Company that:

            (a) Agrees to Terms of the Plan. The Grantee has received a copy of
the Plan and has read and understands the terms of the Plan and this Agreement,
and agrees to be bound by their terms and conditions. The Grantee acknowledges
that there may be adverse tax consequences upon the vesting of Restricted Stock
or disposition of the Shares once vested, and that the Grantee should consult a
tax adviser prior to such time.

            (b) Cooperation. The Grantee agrees to sign such additional
documentation as may reasonably be required from time to time by the Company.

         8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of a Change
in Capitalization, the Committee may make appropriate adjustments to the number
and class of shares relating to Restricted Stock as it deems appropriate, in its
sole discretion, to preserve the value of this Award. The Committee's adjustment
shall be made in accordance with the provisions of Section 12 of the Plan and
shall be effective and final, binding and conclusive for all purposes of the
Plan and this Agreement.

         9. GOVERNING LAW; MODIFICATION. This Agreement shall be governed by the
laws of the State of Delaware without regard to the conflict of law principles.
The Agreement may not be modified except in writing signed by both parties.

         10. DEFINED TERMS. Except as otherwise provided herein, or unless the
context clearly indicates otherwise, capitalized terms used but not defined
herein have the definitions as provided in the Plan. The terms and provisions of
the Plan are incorporated herein by reference, and the Grantee hereby
acknowledges receiving a copy of the Plan. In the event of a conflict or
inconsistency between the discretionary terms and provisions of the Plan and the
provisions of this Agreement, this Agreement shall govern and control.

         11. MISCELLANEOUS. The masculine pronoun shall be deemed to include the
feminine, and the singular number shall be deemed to include the plural unless a
different meaning is plainly required by the context.


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         IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date first above written.

                                       PLAINS RESOURCES INC.



                                       By:
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                                          Grantee



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