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EXHIBIT 10.3




FORM OF RESTRICTED STOCK AWARD AGREEMENT




     This Restricted Stock Award Agreement (“Agreement”) is effective as of ______,
between Encore Acquisition Company, a Delaware corporation (the “Company”) and ______(the
“Executive”).



     WHEREAS, pursuant to the provisions of the Company’s 2000 Incentive Stock Plan (the “Plan”),
the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board
of Directors”), which administers the Plan, has determined to grant a Restricted Stock Award to the
Executive upon the terms set forth below;



     NOW, THEREFORE, the Company and the Executive agree as follows:



     1. Grant of Restricted Stock. The Company hereby awards to the Executive under the Plan,
subject to the terms and conditions hereinafter set forth, ______shares of common stock, par
value $0.01 per share (the “Common Stock”), of the Company (the “Restricted Stock”). The Company
will issue to the Executive stock certificates evidencing the shares of Restricted Stock, which
certificates will be registered in the name of the Executive and will bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to the Restricted Stock,
substantially in the following form:




The transferability of this certificate and the shares of Common Stock represented
hereby are subject to the terms, conditions and restrictions (including forfeiture)
contained in the Restricted Stock Award Agreement, effective as of
______, between Encore Acquisition Company and the registered owner
hereof. Copies of such Agreement are on file in the offices of Encore Acquisition
Company, 777 Main Street, Suite 1400, Fort Worth, Texas 76102.



The certificates evidencing the shares of Restricted Stock shall be held in custody by the Company
or, if specified by the Committee, by a third party custodian or trustee, until the restrictions on
such shares shall have lapsed, and, as a condition of this award of Restricted Stock, the Executive
shall deliver a stock power, duly endorsed in blank, relating to the shares of Restricted Stock.




     2. Transfer Restrictions. Except as expressly provided herein, the shares of Restricted Stock
are non-transferable, otherwise than by will or the laws of descent and distribution, and may not
otherwise be assigned, pledged, hypothecated or otherwise disposed of and shall not be subject to
execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon
the levy of any such process, the award provided for herein shall immediately become null and void,
and the shares of Restricted Stock shall be immediately forfeited to the Company.



     3. Restrictions. Subject to the forfeiture provision of Section 4 hereof, the restrictions on
the shares of Restricted Stock shall lapse and such shares shall vest in the Executive subject to
the following conditions:



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If and only if the Company shall achieve anyone of the following performance goals during either
the _______ fiscal year or the _______ fiscal year:





	 	(i)  	on a barrels of oil equivalent basis using prices of $______ per barrel of
oil and $_____ per thousand cubic feet of natural gas, (A) the Company’s proved oil
and gas reserves at ______, minus the Company’s proved oil and gas reserves
at ______(B) is greater than the Company’s production of oil and natural
gas during the year ended ______; or
	 
	 	(ii)  	the Company’s finding and development costs for the year ended
______shall be less than the finding and development costs of at least 50%
of the companies constituting the compensation peer group set forth in Exhibit A
hereto; with the finding and development costs determined as (A) the sum of (a) the
capital invested for development of oil and gas properties during the year ended
______, plus (b) the capital invested for acquisition of oil and
gas properties during the year ended ______, (B) divided by the sum of (x)
the increase in proved oil and gas reserves from ______to
______, plus (y) oil and gas production during the year ended
______; or
	 
	 	(iii)  	on a barrels of oil equivalent basis using prices of $_____ per barrel of
oil and $_____ per thousand cubic feet of natural gas, (A) the Company’s proved oil
and gas reserves at ______, minus the Company’s proved oil and gas reserves
at ______(B) is greater than the Company’s production of oil and natural
gas during the year ended ______; or
	 
	 	(iv)  	the Company’s finding and development costs for the year ended
______shall be less than the finding and development costs of at least 50%
of the companies constituting the compensation peer group set forth in Exhibit A
hereto; with the finding and development costs determined as (A) the sum of (a) the
capital invested for development of oil and gas properties during the year ended
______, plus (b) the capital invested for acquisition of oil and gas
properties during the year ended ______, (B) divided by the sum of (x) the
increase in proved oil and gas reserves from ______to ______,
plus (y) oil and gas production during the year ended ______;





then, the shares of Restricted Stock shall vest in the Executive in three installments at the rate
of thirty-three and one-third percent (33 1/3%) of the shares of Restricted Stock awarded hereunder
on each _________________ of the years 20_____, 20_____ and 20_____; provided that restrictions shall not
lapse with respect to any fraction of a share. Shares as to which restrictions shall have lapsed
shall no longer be deemed Restricted Stock. If as of ______________, the Company shall not have
achieved one of the performance goals set forth above, then all shares of Restricted Stock shall be
immediately forfeited to the Company.




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     4. Termination of Employment; Forfeiture.



     (a) Upon termination of the Executive’s employment with the Company or any subsidiary of the
Company (or the successor of any such company) as a result of the retirement of the Executive, the
shares of Restricted Stock, after such retirement, shall continue to be subject to the restrictions
set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in
accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the
Company. Retirement of the Executive shall mean (i) the termination of employment with the Company
on or after the last day the month in which the Executive attains age 65 and has, as of such date
of termination, been continuously employed by the Company for at least two years or (ii) otherwise
as the Committee shall determine, in its sole discretion.



     (b) Upon termination of the Executive’s employment with the Company or any subsidiary of the
Company (or the successor of any such company) as a result of the death of the Executive, the
restrictions on all shares of Restricted Stock shall lapse and such shares shall vest in the
Executive’s legal representative, beneficiary or heir only if, and immediately after, the Company
achieves one of the performance goals set forth in Section 3 hereof.



     (c) Upon termination of the Executive’s employment with the Company or any subsidiary of the
Company (or the successor of any such company) as a result of the disability of the Executive, the
shares of Restricted Stock, after such disability, shall continue to be subject to the restrictions
set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in
accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the
Company; provided that if the Executive shall be disabled for a continuous period of 18 months,
then the restrictions on all shares of Restricted Stock shall lapse and such shares shall vest in
the Executive if and only if prior to or during such disability the Company shall achieve one of
the performance goals set forth in Section 3 hereof, which lapse of restrictions and vesting shall
occur on the later of (i) the last day of such 18 months of continuous disability or (ii) the date
the Company shall achieve one of such performance goals if the Executive shall remain so
continuously disabled on such date. The disability of the Executive shall mean the total
disability of the Executive as determined in accordance with the Company’s long-term disability
insurance benefit plan, or if no such plan is then in existence, total and permanent disability as
determined by the Committee in its sole discretion.



     (d) Upon termination of the Executive’s employment with the Company or any subsidiary of the
Company (or the successor of any such company) for any reason other than as described in
subsections (a), (b) and (c) above, all shares of Restricted Stock as to which the restrictions
thereon shall not have previously lapsed shall be immediately forfeited to the Company.



     5. Distribution Following Termination of Restrictions. Upon the vesting and expiration of the
restrictions as to any portion of the Restricted Stock, the Company will cause a new certificate
evidencing such number of shares of Common Stock to be delivered to the Executive, or in the case
of his death to his legal representative, beneficiary or heir, free of the legend regarding
transferability; provided that the Company shall not be obligated to issue any fractional shares of
Common Stock.



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     6. Voting and Dividend Rights. During the period in which the restrictions provided herein
are applicable to the Restricted Stock, the Executive shall have the right to vote the shares of
Restricted Stock and to receive any cash dividends paid with respect thereto unless and until
forfeiture thereof. Any dividend or distribution payable with respect to shares of Restricted
Stock that shall be paid or distributed in shares of Common Stock shall be subject to the same
restrictions provided for herein, and the shares so paid or distributed shall be deemed Restricted
Stock subject to all terms and conditions herein. Any dividend or distribution (other than cash or
Common Stock) payable or distributable on shares of Restricted Stock, unless otherwise determined
by the Committee, shall be subject to the terms and conditions of this Agreement to the same extent
and in the same manner as the Restricted Stock is subject; provided that the Committee may make
such modifications and additions to the terms and conditions (including restrictions on transfer
and the conditions to the timing and degree of lapse of such restrictions) that shall become
applicable to such dividend or distribution as the Committee may provide in its absolute
discretion.



     7. Corporate Structure Change. Except as otherwise provided in the Plan in the case of a
Change in Control of the Company, in the event of any merger, consolidation, reorganization,
recapitalization, reclassification or other capital or corporate structure change of the Company,
the securities or other consideration receivable for or in conversion of or exchange for shares of
Restricted Stock shall be subject to the terms and conditions of this Agreement to the same extent
and in the same manner as the Restricted Stock is subject; provided that the Board of Directors may
make such modifications and additions to the terms and conditions (including restrictions on
transfer and the conditions to the timing and degree of lapse of such restrictions) that shall
become applicable to the securities or other consideration so receivable as the Board of Directors
may provide in its absolute discretion.



     8. Tax Withholding. The obligation of the Company to deliver any certificate to the Executive
pursuant to Section 5 hereof shall be subject to the receipt by the Company from the Executive of
any withholding taxes required as a result of the award of the Restricted Stock or lapsing of
restrictions thereon. Unless the Committee or the Board of Directors shall determine otherwise at
any time after the date hereof, the Executive may satisfy all or part of such withholding tax
requirement by electing to sell to the Company a designated number of unrestricted shares of Common
Stock held by the Executive at a price per share equal to the Fair Market Value of such shares,
provided that the aggregate value of the shares sold does not exceed the minimum required tax
withholding obligation.



     9. Securities Laws Requirements. The Company shall not be required to issue shares of
Restricted Stock unless and until (i) such shares have been duly listed upon each stock exchange on
which the Common Stock is then registered and (ii) the Company has complied with applicable federal
and state securities laws.



     The Company may require the Executive to furnish to the Company, prior to the issuance of any
shares of Restricted Stock, an instrument, in such form as the Committee may from time to time deem
appropriate, in which the Executive represents that the shares of Restricted Stock acquired by him
hereunder are being acquired for investment and not with a view to the sale or distribution
thereof.



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     10. Incorporation of Plan Provisions. This Agreement and the award of Restricted Stock
hereunder are made pursuant to the Plan and are subject to all of the terms and provisions of the
Plan as if the same were fully set forth herein. In the event that any provision of this Agreement
conflicts with the Plan, the provisions of the Plan shall control. The Executive acknowledges
receipt of a copy of the Plan and agrees that all decisions under and interpretations of the Plan
by the Committee shall be final, binding and conclusive upon the Executive. Capitalized terms not
otherwise defined herein shall have the same meanings set forth in the Plan for such terms.



     11. No Rights to Employment. Nothing contained in this Agreement shall confer upon the
Executive any right to continued employment by the Company or any subsidiary of the Company, or
limit in any way the right of the Company or any subsidiary to terminate or modify the terms of the
Executive’s employment at any time.



     12. Miscellaneous.



     (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS.



     (b) This Agreement shall be binding upon and inure to the benefit of the Company and its
successors and assigns.



     (c) If any term or provision of this Agreement should be invalid or unenforceable, such
provision shall be severed from this Agreement, and all other terms and provisions hereof shall
remain in full force and effect.



     (d) This Agreement, including the relevant provisions of the Plan, constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, with respect to the subject hereof. This
Agreement may not be amended, except by an instrument in writing signed by the Company and the
Executive.



     (e) This Agreement may be executed in one or more counterparts, each of which shall be an
original, but all of which together shall constitute one and the same instrument.



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



	 	 	 	 	 
	 	 	ENCORE ACQUISITION COMPANY
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Jon S. Brumley
	

	 	 	 	President
	 
	 	 	 	 
	 	 	EXECUTIVE
	 
	 	 	 	 
	 	 	 
	 	 	[Name]







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