exv10w2



 






EXHIBIT 10.2




RESTRICTED STOCK AGREEMENT




      THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into by and between
Grey Wolf, Inc., a corporation organized under the laws of the State of Texas (the “Company”) and
Thomas P. Richards, an individual (“Grantee”) on the       day of                          , 200      (the “Grant
Date”), pursuant to the Grey Wolf, Inc. 2003 Incentive Plan (effective as of March 26, 2003) (the
“Plan”). The Plan is incorporated by reference herein in its entirety. Capitalized terms not
otherwise defined in this agreement shall have the meaning given to such terms in the Plan.



      WHEREAS, Grantee is an employee of the Company, and in connection therewith, the Company
desires to grant to Grantee                      shares of the Company’s common stock, par value $0.10 per
share (the “Common Stock”), subject to the terms and conditions of this Agreement and the Plan,
with a view to increasing Grantee’s interest in the Company’s welfare and growth; and



      WHEREAS, Grantee desires to have the opportunity to be a holder of shares of the Company’s
Common Stock subject to the terms and conditions of this Agreement and the Plan.



      NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:



      1. Grant of Common Stock and Administration. Subject to the restrictions, forfeiture
provisions and other terms and conditions set forth herein (i) the Company grants to Grantee
                               (     ) shares of Common Stock (“Restricted Shares”), and (ii) Grantee shall have and
may exercise all rights and privileges of ownership of such shares, including, without limitation,
the voting rights of such shares and the right to receive any dividends declared in respect
thereof. The Company may require Grantee to reimburse the Company for, or the Company may withhold
from any amounts which it may owe Grantee, all amounts required by applicable federal, state and
local law in respect of the issuance or vesting of the Restricted Shares. This Agreement and its
grant of Restricted Shares is subject to the terms and conditions of the Plan, and the terms and
conditions of the Plan shall control except to the extent otherwise permitted or authorized in the
Plan and specifically addressed in this Agreement. The Plan and this Agreement shall be
administered by the Committee pursuant to the Plan.



      2. Transfer Restrictions.



      (a) Generally. Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift,
devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Restricted Shares. The
transfer restrictions imposed by this Section 2 shall lapse as to twenty-five percent (25%)
of the Restricted Shares on the second anniversary of the Grant Date, fifty percent (50%) of the
Restricted Shares on the third anniversary of the Grant Date, seventy-five percent (75%) of the
Restricted Shares on the fourth anniversary of the Grant Date and one hundred percent (100%) of the
Restricted Shares on the fifth anniversary of the Grant Date; provided, however, that, subject
to



 








 




Sections 3 and 4, Grantee then is, and continuously since the Grant Date has been, an
employee of the Company. The Restricted Shares as to which such restrictions so lapse are referred
to as “Vested Shares.”




      (b) Dividends, etc. If the Company (i) declares a dividend or makes a distribution on Common
Stock in shares of Common Stock, (ii) subdivides or reclassifies outstanding shares of Common Stock
into a greater number of shares of Common Stock or (iii) combines or reclassifies outstanding
shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares
of Grantee’s Common Stock subject to the transfer restrictions of this Section 2 shall be
proportionately increased or reduced so as to prevent the enlargement or dilution of Grantee’s
rights and duties hereunder. The determination of the Company’s Board of Directors regarding such
adjustments shall be final and binding.



      (c) Extraordinary Transactions. If there is a Change in Control of the Company (as defined in
the Plan), the transfer restrictions of this Section 2 shall automatically cease as of the
effective date of such Change in Control, and all the Restricted Shares shall thereafter be 100%
vested.



      3. Forfeiture. If Grantee’s employment with the Company is terminated by the Company or
Grantee for any reason other than as described in Section 4 below, then Grantee shall
immediately forfeit all Restricted Shares which are not Vested Shares unless the Committee, in its
discretion, determines that any or all of such Restricted Shares shall not be so forfeited. Any
certificate(s) representing Restricted Shares which include forfeited shares shall only represent
that number of Restricted Shares which have not been forfeited hereunder. Upon the Company’s
request, Grantee agrees for himself and any other holder(s) to tender to the Company any
certificate(s) representing Restricted Shares which include forfeited shares for a new certificate
representing the unforfeited number of Restricted Shares.



      4. Death, Disability, Termination Without Cause and Retirement.



      If Grantee’s employment is terminated due to death, disability (as defined by the Committee)
or termination without Cause by the Company, Grantee shall be 100% vested in the Restricted Shares
on the date of such termination of employment. For the purposes of this Agreement, Cause shall
mean and include (i) chronic alcoholism or controlled substance abuse as determined by a doctor
mutually acceptable to the Company and the Grantee, (ii) an act of proven fraud or dishonesty on
the part of the Grantee with respect to the Company or its subsidiaries; (iii) knowing and material
failure by the Grantee to comply with material applicable laws and regulations relating to the
business of the Company or its subsidiaries; (iv) the Grantee’ s material and continuing failure to
perform (as opposed to unsatisfactory performance) his duties to the Company except, in each case,
where such failure is caused by the illness or other similar incapacity or disability of the
Grantee; or (v) conviction of a crime involving moral turpitude or a felony. Prior to the
effectiveness of termination for Cause under subclause (i), (ii), (iii) or (iv) above, the Grantee
shall be given thirty (30) days prior notice from the Board specifically identifying the
reasons which are alleged to constitute Cause hereunder and an opportunity to be heard by the Board
in the event Grantee disputes such allegations.



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      If Grantee’s employment is terminated with the Company on account of Retirement (as defined in
the Plan) and the Grantee enters into a noncompetition agreement with the Company agreeing not to
compete with the Company, its Affiliates or Subsidiaries in a form as determined by the Committee
in its sole discretion (the “Noncompetition Agreement”), the Grantee shall continue to vest in the
Restricted Shares in accordance with the schedule in Section 2(a) hereof as long as Grantee
abides by the Noncompetition Agreement and does not violate any term thereof as determined by the
Committee in its sole discretion. If the Committee determines that the Grantee has violated the
Noncompetition Agreement, any Restricted Shares that are not Vested Shares on the date of such violation shall be forfeited.



      5. Issuance of Certificate.



      (a) The Restricted Shares may not be Transferred until they become Vested Shares. Further,
the Restricted Shares may not be transferred and the Vested Shares may not be sold or otherwise
disposed of in any manner which would constitute a violation of any applicable federal or state
securities laws, any rules of the national securities exchange or the NASDAQ on which the Company’s
securities are traded, listed or quoted, or violation of Company policy. The Company shall cause
to be issued a stock certificate, registered in the name of the Grantee, evidencing the Restricted
Shares upon receipt of a stock power duly endorsed in blank with respect to such shares. Each such
stock certificate shall bear the following legend:




THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND
CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER)
CONTAINED IN THE GREY WOLF, INC. 2003 INCENTIVE PLAN THE RESTRICTED
STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH
SHARES AND GREY WOLF, INC. A COPY OF THE PLAN AND AGREEMENT ARE ON
FILE IN THE OFFICE OF THE SECRETARY OF GREY WOLF, INC., 10370 RICHMOND
AVENUE, SUITE 600, HOUSTON, TEXAS 77042-4136.


Such legend shall not be removed from the certificate evidencing Restricted Shares until such time
as the restrictions imposed by Section 2 hereof have lapsed.




      (b) The certificate issued pursuant to this Section 5, together with the stock powers
relating to the Restricted Shares evidenced by such certificate, shall be held by the Company. The
Company shall issue to the Grantee a receipt evidencing the certificates held by it which are
registered in the name of the Grantee.



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      6. Tax Requirements.



      (a) Tax Withholding. The Company shall have the power and the right to deduct or withhold, or
require the Grantee to remit to the Company, an amount sufficient to satisfy federal, state, and
local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of the Plan and this Agreement.



      (b) Share Withholding. With respect to tax withholding required upon any taxable event
arising as a result of this Agreement, Grantee may elect, subject to the approval of the Committee
in its discretion, to satisfy the withholding requirement, in whole or in part, by having the
Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to
the statutory total tax which could be imposed on the transaction. All such elections shall be
made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations
that the Committee, in its discretion, deems appropriate. Any fraction of a Share required to
satisfy such obligation shall be disregarded and the amount due shall instead be paid in cash by
the Grantee.



      7. Miscellaneous.



      (a) Certain Transfers Void. Any purported Transfer of shares of Common Stock or Restricted
Shares in breach of any provision of this Agreement shall be void and ineffectual, and shall not
operate to Transfer any interest or title in the purported transferee.



      (b) No Fractional Shares. All provisions of this Agreement concern whole shares of Common
Stock. If the application of any provision hereunder would yield a fractional share, such
fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded
up to the next whole share if it is 0.5 or more.



      (c) Not an Employment or Service Agreement. This Agreement is not an employment agreement,
and this Agreement shall not be, and no provision of this Agreement shall be construed or
interpreted to create (i) any employment or services relationship between Grantee and the Company
or any of its Affiliates or (ii) any agreement by the Company or any of its Affiliates to continue
the directorship of the Grantee for any time period.



      (d) Notices. Any notice, instruction, authorization, request or demand required hereunder
shall be in writing, and shall be delivered either by personal delivery, by telegram, telex,
telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or
by courier or delivery service, addressed to the Company at the address indicated beneath its
signature on the execution page of this Agreement, and to Grantee at his address indicated on the
Company’s stock records, or at such other address and number as a party shall have previously
designated by written notice given to the other party in the manner hereinabove set forth. Notices
shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by
confirmed facsimile transmission being deemed receipt of communications sent by facsimile means);
and when delivered and receipted for (or upon the date of attempted delivery where delivery is
refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or
registered mail, return receipt requested.



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      (e) Amendment and Waiver. This Agreement may be amended, modified or superseded only by
written instrument executed by the Company and Grantee. Any waiver of the terms or conditions
hereof shall be made only by a written instrument executed and delivered by the party waiving
compliance. Any waiver granted by the Company shall be effective only if executed and delivered by
a duly authorized executive officer of the Company other than Grantee. The failure of any party at
any time or times to require performance of any provisions hereof, shall in no manner effect the
right to enforce the same. No waiver by any party of any term or condition, or the breach of any
term or condition contained in this Agreement in one or more instances shall be deemed to be, or
construed as, a further or continuing waiver of any such condition or breach or a waiver of any
other condition or the breach of any other term or condition.



      (f) Governing Law and Severability. This Agreement shall be governed by the internal laws,
and not the laws of conflict, of the State of Texas. The invalidity of any provision of this
Agreement shall not affect any other provision of this Agreement, which shall remain in full force
and effect.



      (g) Successors and Assigns. Subject to the limitations which this Agreement imposes upon
transferability of shares of Common Stock, this Agreement shall bind, be enforceable by and inure
to the benefit of the Company and its successors and assigns, and Grantee, and Grantee’s permitted
assigns and upon death, estate and beneficiaries thereof (whether by will or the laws of descent
and distribution), executors, administrators, agents, legal and personal representatives.



      (h) Community Property. Each spouse individually is bound by, and such spouse’s interest, if
any, in any Shares is subject to, the terms of this Agreement. Nothing in this Agreement shall
create a community property interest where none otherwise exists.



      (i) 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.



      8. Counterparts. This Agreement may be executed in multiple original counterparts, each of
which shall be deemed an original, but all of which together shall constitute but one and. the same
instrument.



      9. Grantee’s Acknowledgments. The Grantee acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
this Agreement subject to all the
terms and provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as
binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as
appropriate, upon any questions arising under the Plan or this Agreement.



[SIGNATURE PAGE FOLLOWS]




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      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first
above written.





       






COMPANY:



GREY WOLF, INC.




		
	By: 	
 





		
	Name: 	
 





		
	Title: 	
 





		
	Address:           	Grey Wolf, Inc.

10370 Richmond Avenue, Suite 600

Houston, Texas 77042-4136





Telecopy No.: (     )      -               



Attention: Chief Financial Officer



GRANTEE:



GREY WOLF, INC.




 



Signature





 



Printed Name




		
	Address:           	
 


 


 











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