exv10w1







EXHIBIT 10.1




OFFICER RESTRICTED STOCK AWARD AGREEMENT




     THIS AWARD AGREEMENT (the “Agreement”), made as of this                      day of                                
         20                    ,
between CARBO Ceramics Inc. (the “Company”), a Delaware corporation, with its principal
offices at 6565 MacArthur Boulevard, Suite 1050, Irving, Texas 75039, and                      (the
“Participant”), who resides at                                         .



     WHEREAS, the Company has adopted and maintains and the shareholders of the Company have
approved the 2004 CARBO Ceramics Inc. Long-Term Incentive Plan, as amended (the “Plan”) to
attract and retain highly qualified employees and non-employee directors of the Company and reward
them for making significant contributions to the success of the Company and to strengthen the
alignment of interests between such persons and the Company’s stockholders by providing them with a
proprietary interest in the Company;



     WHEREAS, the Plan provides for the award to Participants in the Plan of restricted shares of
Common Stock in the Company;



     NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set
forth, the parties hereto hereby agree as follows:



     1. Award of Restricted Stock. Pursuant to, and subject to, the terms and conditions
set forth herein and in the Plan, the Company hereby awards to the Participant                      shares of
Common Stock of the Company (the “Restricted Stock”), which may not be transferred,
pledged, assigned or otherwise encumbered until vested (the “Transfer Restrictions”).



     2. Grant Date. The Grant Date of the Restricted Stock hereby awarded is                     .



     3. Vesting Dates. The Restricted Stock shall vest only in accordance with the
provisions of this Agreement and of the Plan. Subject to the provisions of the Plan, shares of the
Restricted Stock shall become vested on each of the following Vesting Dates as follows:



          (a) ___shares of Restricted Stock shall vest on [first anniversary of grant date];




          (b) ___shares of Restricted Stock shall vest on [second anniversary of grant date]; and




          (c) ___shares of Restricted Stock shall vest on [third anniversary of grant date].




     4. Forfeiture.



          (a) Subject to the provisions of the Plan, in the event that the Participant’s employment with
the Company or any of its Affiliates is terminated prior to the Vesting Date with respect to any of
the Participant’s shares of Restricted Stock (i) for any reason other than due to death, Disability
or Retirement, all such shares of Restricted Stock shall be forfeited on the date of such
termination without payment of any consideration therefor; and (ii) due to death, Disability or
Retirement, all such shares of Restricted Stock shall cease to be subject to the Transfer
Restrictions and cease to be forfeitable as of the date of such termination.




          (b) Additionally, in the event that the Participant attempts to transfer, pledge, assign or
otherwise encumber shares of Restricted Stock prior to the applicable Vesting Dates in violation of
the Transfer Restrictions, such transfer, pledge, assignment or encumbrance shall be null and void
and the Participant’s shares of Restricted Stock shall be forfeited without payment of any
consideration therefor.




 









 








          (c) Notwithstanding the foregoing, shares subject to the Award granted pursuant to this
Agreement shall continue to be subject to the Transfer Restrictions following the Vesting Date with
respect to such shares until the end of the period commencing on the Vesting Date with respect to
such shares and ending on the earlier of (i) a termination of the Participant’s employment for any
reason or (ii) the second anniversary of such Vesting Date (the “Holding Period”) except
for any such Shares used to satisfy any withholding obligations as set forth herein and in the
Plan. If the Participant fails to comply with such Transfer Restrictions during the Holding Period,
any Awards held by the Participant which are then subject to forfeiture shall be forfeited and the
Committee may, in its discretion, take such action as it deems appropriate, including, without
limitation, determine not to make any additional grants of Awards to the Participant under the
Plan.




          (d) Notwithstanding the foregoing, all shares subject to an Award shall immediately cease to
be subject to the Transfer Restrictions and cease to be forfeitable upon a Change in Control.




     5. Share Certificates. Subject to the provisions of the Plan, the shares representing
the Restricted Stock will be held in the Participant’s name in book-entry format by the Company’s
transfer agent, Mellon Investor Services, LLC. Upon vesting of the shares of Restricted Stock each
year, the Participant has the right to choose to have a certificate issued in the Participant’s
name, to have the shares transferred to a brokerage account of the Participant’s choice or to
continue to hold the shares in book-entry format with the transfer agent.



     6. Dividends. In the event that the Company declares any ordinary cash dividends or
distributions on its Common Stock to its stockholders generally, whether stock or cash dividend or
otherwise, the Participant shall be entitled to receive such cash dividends or distributions with
respect to his Restricted Stock at the same time as stockholders generally. In the event that the
Company declares any ordinary stock dividend, the Participant shall be entitled to such stock
dividends or distribution with respect to his Restricted Stock, provided that such dividends or
distributions shall be subject to the provisions of Sections 6(b), (c), (d) and (e) of the Plan in
the same manner as the corresponding Restricted Stock to which such dividends or distributions
relate and shall be held by the Company or subject to a legend as determined by the Committee to
effectuate the purposes of the Plan.



     7. Voting. Prior to the date that the Participant’s shares subject to an Award cease
to be forfeitable by the Participant pursuant hereto, the Participant shall have voting rights with
respect to such shares.



     8. Non-Assignability. Except as expressly provided in the Plan or herein, Awards shall
not be assigned, transferred, pledged or encumbered, and any purported assignment, transfer, pledge
or encumbrance shall be null and void; provided, that Awards may be transferred by will or
by the laws of descent and distribution subject to the Committee’s receipt of such documents as may
be requested by the Committee from time.



     9. Modification and Waiver. Except as provided in the Plan with respect to
determinations of the Committee and subject to the Company’s Board of Directors’ right to amend,
modify or terminate the Plan, neither this Agreement nor any provision hereof can be changed,
modified, amended, discharged, terminated or waived orally or by any course of dealing or purported
course of dealing, but only by an agreement in writing signed by the Participant and the Company.
No such agreement shall extend to or affect any provision of this Agreement not expressly changed,
modified, amended, discharged, terminated or waived or impair any right consequent on such a
provision. The waiver of or failure to enforce any breach of this Agreement shall not be deemed to
be a waiver or acquiescence in any other breach thereof.



     10. Applicable Withholdings. The Company shall have the power and the right to deduct
or withhold, or require the Participant to remit to the Company, the minimum statutory amount to
satisfy federal, state, and local taxes or similar charges, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result of or in connection
with the Plan or any Award. At the request of the Participant, subject to the consent of the
Committee, the Committee shall



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withhold or permit the Participant to tender a portion of the Shares subject to each Award to
satisfy the applicable federal, state, foreign and local withholding taxes incurred in connection
with the Award.



     11. Governing Law. This Agreement, the Plan and all rights under this Agreement and
the Plan shall be governed by and construed and enforced in accordance with the laws of the State
of Delaware without regard to the provisions governing conflict of laws.



     12. Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy
of the Plan and that all decisions, determinations and interpretations of the Committee or the
Company in respect of this Agreement shall be final, conclusive and binding.



     13. Incorporation of Plan. All terms and provisions of the Plan are incorporated
herein and made part hereof as if stated herein. If any provisions hereof and of the Plan shall be
in conflict, the terms of the Plan shall govern. All capitalized terms used herein and not defined
herein shall have the meanings assigned to them in the Plan.



     14. Entire Agreement. This Agreement represents the final, complete and total
agreement of the parties hereto respecting the Restricted Stock and the matters discussed herein
and this Agreement supersedes any and all previous agreements and understandings, whether written,
oral or otherwise, relating to the Restricted Stock and such matters.



     IN WITNESS WHEREOF, CARBO Ceramics Inc. has caused this Agreement to be duly executed by its
duly authorized officer and said Participant has hereunto signed this Agreement on his own behalf,
THEREBY REPRESENTING THAT HE HAS CAREFULLY READ AND UNDERSTANDS THIS AGREEMENT AND THE PLAN, as of
the day and year first above written.



	 	 	 	 	 	 	 
	 	 	CARBO CERAMICS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

[                                 ]
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	[                                 ]	 	 






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