prc_8k-ex1003.htm


    
      EXHIBIT
10.3

    

    RESTRICTED
STOCK AGREEMENT

     

    THIS RESTRICTED STOCK
AGREEMENT (“Agreement”)
is entered into on May 22, 2009 by and between Petro Resources Corporation,
a Delaware corporation (the “Company”),
and Gary C. Evans (the “Recipient”).

     

    R
E C I T A L S

     

    A.  The
Company wishes to grant to Recipient 2,750,000 shares of the Company’s $.01 par
value common stock (“Common
Stock”) on the terms and subject to the conditions set forth
below.

     

    B.  The
shares will not be granted under the Company’s 2006 Stock Incentive Plan (“Plan”),
however, as a matter of convenience, this Agreement incorporates certain terms
and conditions from the Plan, as it exists as of the date of this Agreement, as
expressly provided herein.

     

    C.  This
Agreement is entered into concurrent with the execution and delivery of that
certain Employment Agreement (“Employment
Agreement”) and that certain Option Agreement (“Option
Agreement”) both of even date herewith and entered into between the
Recipient and the Company.

     

    A
G R E E M E N T

     

    It is
hereby agreed as follows:

     

    1.  Grant
of Restricted Stock.  The
Company hereby grants, as of May 22, 2009 (the “Date of
Grant”), to Recipient, 2,750,000 shares of restricted Common Stock
(collectively the "Restricted
Stock").  The Restricted Stock shall be subject to the terms,
conditions and restrictions set forth in this Agreement.  Except as
otherwise determined by the board of directors (“Board”) of
the Company, this Agreement and the Restricted Stock granted hereby shall be
administered on behalf of the Company by the Compensation and Nominating
Committee (“Committee”)
of the Board. All agreements, notices and waivers to be made by, or delivered
to, the Company under this Agreement shall be made by, or delivered to, the
Committee, except as otherwise determined by the Board.

     

    2.  Vesting
of Restricted Stock.

     

    (a)  The
shares of Restricted Stock shall become vested in the following amounts, at the
following times and upon the following conditions, provided that the Recipient
remains in continuous employment of the Company through and on the applicable
vesting date:

     

    (i)  1,000,000
Shares shall vest on January 1, 2010.

     

    (ii)  437,500
Shares shall vest subject to and upon the Company’s satisfaction in full of the
performance condition set forth in Section 2(a) of the Option Agreement on or
before May 22, 2010.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)  437,500
Shares shall vest subject to and upon the Common Stock’s satisfaction in full of
the performance condition set forth in Section 2(b) of the Option Agreement on
or before May 22, 2011.

     

    (iv)  437,500
Shares shall vest subject to and upon the Common Stock’s satisfaction in full of
the performance condition set forth in Section 2(c) of the Option Agreement on
or before May 22, 2012.

     

    (v)  437,500
Shares shall vest subject to and upon the Company’s satisfaction in full of the
performance condition set forth in Section 2(d) of the Option Agreement on or
before May 22, 2011.


    There
shall be no proportionate or partial vesting of shares of Restricted Stock in or
during the months, days or periods prior to each vesting date, and all vesting
of shares of Restricted Stock shall occur only on the applicable vesting
date.

     

    (b)  The
Restricted Stock also shall become vested at such earlier times, if any, as
shall be provided in this Agreement or as shall otherwise be determined by the
Committee in its sole and absolute discretion.

     

    (c)  For
purposes of this Agreement, the following terms shall have the meanings
indicated:

     

    (i)  “Non-Vested Shares” means any
portion of the Restricted Stock subject to this Agreement that has not become
vested pursuant to this Section 2.

     

    (ii)  “Vested Shares” means any
portion of the Restricted Stock subject to this Agreement that is and has become
vested pursuant to this Section 2.

     

    3.  Delivery of Restricted
Stock.

     

    (a)  One
or more stock certificates evidencing the Restricted Stock shall be issued in
the name of the Recipient but shall be held and retained by the Secretary of the
Company until the date (the “Applicable
Date”) on which the shares (or a portion thereof) subject to this
Restricted Stock award become Vested Shares pursuant to Section 2 hereof,
subject to the provisions of Section 4 hereof.  All such stock
certificates shall bear the following legends, along with such other legends
that the Committee shall deem necessary and appropriate or which are otherwise
required or indicated pursuant to any applicable stockholders
agreement:

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND
OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE
ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT
THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH RESTRICTIONS ARE BINDING ON
TRANSFEREES OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN
THE COMPLETE FORFEITURE OF THE SHARES.

     

     

    
      
        
        

      

      
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    (b)  Recipient
shall deposit with the Company stock powers or other instruments of transfer or
assignment, duly endorsed in blank with signature(s) guaranteed, corresponding
to each certificate representing shares of Restricted Stock until such shares
become Vested Shares.  If Recipient shall fail to provide the Company
with any such stock power or other instrument of transfer or assignment,
Recipient hereby irrevocably appoints the Secretary of the Company as his
attorney-in-fact, with full power of appointment and substitution, to execute
and deliver any such power or other instrument which may be necessary to
effectuate the transfer of the Restricted Stock (or assignment of distributions
thereon) on the books and records of the Company.

     

    (c)  On
or after each Applicable Date, upon written request to the Company by Recipient,
the Company shall promptly cause a new certificate or certificates to be issued
for and with respect to all shares that become Vested Shares on that Applicable
Date, which certificate(s) shall be delivered to Recipient as soon as
administratively practicable after the date of receipt by the Company of
Recipient's written request.  The new certificate or certificates
shall not bear the legend set forth in Section 3(a) but shall continue to bear
those other legends and endorsements that the Company shall deem necessary or
appropriate (including those relating to restrictions on transferability and/or
obligations and restrictions under the Securities Act of 1933, as
amended).

     

    4.  Effect
of Termination of Employment or Other Relationship.  In
the event Recipient’s employment with the Company terminates for any reason, all
Non-Vested Shares then held by Recipient shall be forfeited immediately upon
such termination and shall revert back to the Company without any payment to
Recipient; provided, however, in the event
Recipient’s employment with the Company terminates due to Involuntary
Termination (as such term is defined in the Employment Agreement), then any
Non-Vested Shares as of the date of such Involuntary Termination shall remain
outstanding and subject to this Agreement and shall become vested if the vesting
condition with respect to such Non-Vested Shares set forth in Section 2 is
satisfied on the earlier of (a) the vesting date with respect to such Non-Vested
Shares set forth in Section 2 and (b) the (i) second anniversary of the date of
such Involuntary Termination if such Involuntary Termination occurs on or before
the first anniversary of the Effective Date and (ii) first anniversary of the
date of such Involuntary Termination if such Involuntary Termination occurs
after the first anniversary of the Effective Date.  Non-Vested Shares
as of the date of such Involuntary Termination shall be forfeited immediately
upon the earlier of the dates sets forth in subsections (a) and (b) above if the
vesting condition with respect to such Non-Vested Shares is not satisfied by the
earlier of the two aforementioned dates.  Unless the Committee
otherwise determines in its reasonable discretion, Recipient’s employment will,
for purposes of this Agreement, be deemed to have terminated on the date
recorded on the personnel or other records of the Company, as determined by the
Committee in its reasonable discretion based upon such records.  The
Committee shall have the power and authority to enforce on behalf of the Company
any rights of the Company under this Agreement in the event of Recipient’s
forfeiture of Non-Vested Shares pursuant to this Section 4.

     

     

    
      
        
        

      

      
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    5.  Rights
with Respect to Restricted Stock.

     

    (a)  Except
as otherwise provided in this Agreement, the Recipient shall have, with respect
to all of the shares of Restricted Stock, whether Vested Shares or Non-Vested
Shares, all of the rights of a holder of shares of Common Stock of the Company,
including without limitation (i) the right to vote such Restricted Stock, (ii)
the right to receive dividends, if any, as may be declared on the Restricted
Stock from time to time, and (iii) the rights available to all holders of shares
of Common Stock of the Company upon any merger, consolidation, reorganization,
liquidation or dissolution, stock split-up, stock dividend or recapitalization
undertaken by the Company; provided, however, that all of
such rights shall be subject to the terms, provisions, conditions and
restrictions set forth in this Agreement (including without limitation
conditions under which all such rights shall be forfeited).   Any
shares of Common Stock issued to the Recipient as a dividend with respect to
shares of Restricted Stock shall have the same status and bear the same legend
as the shares of Restricted Stock and shall be held by the Company, if the
shares of Restricted Stock that such dividend is attributed to is being so held,
unless otherwise determined by the Committee.  In addition,
notwithstanding any provision to the contrary herein, any cash dividends
declared with respect to shares of Restricted Stock subject to this Agreement
shall be held in escrow by the Committee until such time as the shares of
Restricted Stock that such cash dividends are attributed to shall become Vested
Shares, and in the event that such shares of Restricted Stock are subsequently
forfeited, the cash dividends attributable to such portion shall be forfeited as
well.

     

    (b)  If
at any time while this Agreement is in effect (or shares of Restricted Stock
granted hereunder shall be or remain unvested and outstanding), there shall be
any increase or decrease in the number of issued and outstanding shares of
Common Stock of the Company through the declaration of a stock dividend or
through any recapitalization resulting in a stock split-up, combination or
exchange of such shares of Common Stock, then and in that event, in view of such
change, the number of shares of Restricted Stock then subject to this Agreement
shall be appropriately adjusted.  If any such adjustment shall result
in a fractional share, such fraction shall be disregarded.

     

    (c)  Notwithstanding
any term or provision of this Agreement to the contrary, the existence of this
Agreement, or of any outstanding Restricted Stock awarded hereunder, shall not
affect in any manner the right, power or authority of the Company to make,
authorize or consummate: (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business; (ii) any merger, consolidation or similar transaction by or of the
Company; (iii) any offer, issue or sale by the Company of any capital stock of
the Company, including any equity or debt securities, or preferred or preference
stock that would rank prior to or on parity with the Restricted Stock and/or
that would include, have or possess other rights, benefits and/or preferences
superior to those that the Restricted Stock includes, has or possesses, or any
warrants, options or rights with respect to any of the foregoing; (iv) the
dissolution or liquidation of the Company; (v) any sale, transfer or assignment
of all or any part of the stock, assets or business of the Company; or (vi) any
other corporate transaction, act or proceeding (whether of a similar character
or otherwise).


     

     

    
      
        
        

      

      
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    6.  Non-Transferability
of Non-Vested Shares.  Non-Vested
Shares shall not be pledged, hypothecated or otherwise encumbered or subject to
any lien, obligation or liability of Recipient to any party (other than the
Company), or assigned or transferred by Recipient otherwise than by will or the
laws of descent and distribution or to a beneficiary upon the death of
Recipient.  A beneficiary or other person claiming any rights under
this Agreement from or through Recipient shall be subject to all of the terms
and conditions of this Agreement, except as otherwise determined by the
Committee, and to any additional terms and conditions deemed necessary or
appropriate by the Committee.

     

    7.  Tax
Matters; Section 83(b) Election.

     

    (a)  If
Recipient properly elects, within thirty (30) days of the Date of Grant, to
include in gross income for federal income tax purposes an amount equal to the
fair market value (as of the Date of Grant) of the Restricted Stock pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”),
Recipient shall make arrangements satisfactory to the Company to pay to the
Company any federal, state or local income taxes required to be withheld with
respect to the Restricted Stock.  If Recipient shall fail to make such
tax payments as are required, the Company shall, to the extent permitted by law,
have the right to deduct from any payment of any kind otherwise due to Recipient
any federal, state or local taxes of any kind required by law to be withheld
with respect to the Restricted Stock.

     

    (b)  If
Recipient does not properly make the election described in Subsection 7(a)
above, Recipient shall, no later than the date or dates as of which the
restrictions referred to in this Agreement hereof shall lapse, pay to the
Company, or make arrangements reasonably satisfactory to the Committee for
payment of, any federal, state or local taxes of any kind required by law to be
withheld with respect to the Restricted Stock (including without limitation the
vesting thereof), and the Company shall, to the extent permitted by law, have
the right to deduct from any payment of any kind otherwise due to Recipient any
federal, state, or local taxes of any kind required by law to be withheld with
respect to the Restricted Stock.

     

    (c)  Tax
consequences on Recipient (including without limitation federal, state, local
and foreign income tax consequences) with respect to the Restricted Stock
(including without limitation the grant, vesting and/or forfeiture thereof) are
the sole responsibility of Recipient.  Recipient shall consult with
his or her own personal accountant(s) and/or tax advisor(s) regarding these
matters, the making of a Section 83(b) election, and Recipient’s filing,
withholding and payment (or tax liability) obligations.

     

    8.  Miscellaneous.

     

    8.1  No
Right to (Continued) Employment or Service.  This
Agreement and the grant of Restricted Stock hereunder shall not confer, or be
construed to confer, upon Recipient any right to employment or service, or
continued employment or service, with the Company.

     

    8.2  No
Limit on Other Compensation Arrangements.  Nothing
contained in this Agreement shall preclude the Company from adopting or
continuing in effect other or additional compensation plans, agreements or
arrangements, and any such plans, agreements and arrangements may be either
generally applicable or applicable only in specific cases or to specific
persons.

     

     

    
      
        
        

      

      
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    8.3  No
Trust or Fund Created.  Neither
this Agreement nor the grant of Restricted Stock hereunder shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company and Recipient or any other
person.  To the extent that Recipient or any other person acquires a
right to receive payments from the Company pursuant to this Agreement, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

     

    8.4  Binding
Effect.  This
Agreement shall bind and inure to the benefit of the successors, assigns,
transferees, agents, personal representatives, heirs and legatees of the
respective parties.

     

    8.5  Further
Acts.  Each
party agrees to perform any further acts and execute and deliver any documents
which may be necessary to carry out the provisions of this
Agreement.

     

    8.6  Amendment.  This
Agreement may be amended at any time by the written agreement of the Company and
Recipient.

     

    8.7  Syntax.  Throughout
this Agreement, whenever the context so requires, the singular shall include the
plural, and the masculine gender shall include the feminine and neuter
genders.  The headings and captions of the various Sections hereof are
for convenience only and they shall not limit, expand or otherwise affect the
construction or interpretation of this Agreement.

     

    8.8  Choice
of Law.  The
parties hereby agree that this Agreement has been executed and delivered in the
State of Texas and shall be construed, enforced and governed by the laws
thereof.  This Agreement is in all respects intended by each party
hereto to be deemed and construed to have been jointly prepared by the parties
and the parties hereby expressly agree that any uncertainty or ambiguity
existing herein shall not be interpreted against either of them.

     

    8.9  Severability. In the
event that any provision of this Agreement shall be held invalid or
unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining
provisions of this Agreement.

     

    8.10  Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto prior to 3:30 p.m. (Houston time)
on  any day except Saturday, Sunday and any day which shall be a
federal legal holiday in the United States (“Business Day”), (b) the next
Business Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number set forth on the signature pages
attached hereto on a day that is not a Business Day or later than 3:30 p.m.
(Houston time) on any Business Day, (c) the 2nd Business Day following the date
of mailing, if sent by U.S. nationally recognized overnight courier service, or
(d) upon actual receipt by the party to whom such notice is required to be
given.  The address for such notices and communications shall be as
set forth on the signature pages attached hereto.  All notices and
demands to Recipient or the Company may be given to them at the following
addresses:

     

     

    
      
        
        

      

      
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              If
      to Recipient:

            	
              Gary
      C. Evans

              
                1046
      Texan Trail

                Grapevine,
      Texas 76051

                 

              

            
	 	If
      to Company:	
              Petro
      Resources Company

              777
      Post Oak Blvd., Suite 910

              Houston,
      Texas  77056

            


    

     

    
      Such
parties may designate in writing from time to time such other place or places
that such notices and demands may be given.

    

     

    8.11  Entire
Agreement.  This
Agreement constitutes the entire agreement between the parties hereto pertaining
to the subject matter hereof, this Agreement supersedes all prior and
contemporaneous agreements and understandings of the parties, and there are no
warranties, representations or other agreements between the parties in
connection with the subject matter hereof except as set forth or referred to
herein.  No supplement, modification or waiver or termination of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby.  No waiver of any of the provisions of this Agreement shall
constitute a waiver of any other provision hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver.

     

    8.12  Attorneys’
Fees.  In
the event that any party to this Agreement institutes any action or proceeding,
including, but not limited to, litigation or arbitration, to preserve, to
protect or to enforce any right or benefit created by or granted under this
Agreement, the prevailing party in each respective such action or proceeding
shall be entitled, in addition to any and all other relief granted by a court or
other tribunal or body, as may be appropriate, to an award in such action or
proceeding of that sum of money which represents the attorneys’ fees reasonably
incurred by the prevailing party therein in filing or otherwise instituting and
in prosecuting or otherwise pursuing or defending such action or proceeding,
and, additionally, the attorneys’ fees reasonably incurred by such prevailing
party in negotiating any and all matters underlying such action or proceeding
and in preparation for instituting or defending such action or
proceeding.

     

    8.13  Counterparts.  This
Agreement may be executed in two or more separate counterparts, each of which
shall be an original, and all of which together shall constitute one and the
same agreement.

     

     

    
      
        
        

      

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

     

    
       

      
        	 	
                “Company”

                 

                Petro
      Resources Corporation

                a
      Delaware corporation

                 

                 

              	 
	 	By: 	/s/ Wayne P.
      Hall	 
	 	 	Wayne P. Hall, Chief
      Executive Officer	 
	 	
                
                

                 

                 

                “Recipient”

                 

                 

              	 
	 	
                
                

                
                  /s/ Gary C.
      Evans

                

              	 
	 	
                Gary
      C. Evans

              	 


      

       

       

       

       

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