exv10w15



 




Exhibit 10.15




Execution Copy





RESTRICTED STOCK AGREEMENT




     This Restricted Stock Agreement (this “Agreement”) is made as of October ___ 2005 (the “Date of
Grant”), between Complete Production Services, Inc., a Delaware corporation (the “Company”), and
[___] (“Employee”).



     1. Award. Pursuant to the Integrated Production Services, Inc., 2001 Stock Incentive
Plan (the “Plan”), as of the Date of Grant, [___] shares (the “Restricted Shares”) of the
Company’s common stock, par value $.01 per share (“Common Stock”), shall be issued as hereinafter
provided in Employee’s name, subject to certain restrictions thereon. Employee acknowledges
receipt of a copy of the Plan and agrees that this award of Restricted Shares shall be subject to
all of the terms and provisions of the Plan. Capitalized terms used but not defined in this
Agreement shall have the meanings attributed to such terms under the Plan, unless the context
requires otherwise.



     2. Definitions. For purposes of this Agreement, the following capitalized words and
terms shall have the meanings indicated below:




     (a) “Cause” means Employee (i) has been convicted of a misdemeanor involving moral
turpitude or a felony, (ii) has engaged in conduct which is injurious (monetarily or
otherwise) to the Company or any of its Affiliates (including, without limitation, misuse of
the Company’s or an Affiliate’s funds or other property), (iii) has engaged in gross
negligence or willful misconduct in the performance of Employee’s duties, (iv) has willfully
refused without proper legal reason to perform Employee’s duties, (v) has breached any
provision of this Agreement or any other agreement between the Company or any of its
Affiliates and Employee, or (vi) has breached any corporate policy maintained and
established by the Company or any of its Affiliates that is of general applicability to
similarly situated employees.




     (b) “Disability” means Employee’s becoming incapacitated by accident, sickness or other
circumstance which renders him mentally or physically incapable of performing the duties and
services required of him on a full-time basis for a period of at least 120 consecutive days
or for a period of 180 days during any 12-month period.




     (c) “Involuntary Termination” means termination of Employee’s employment with the
Company or any of its Affiliates (i) by reason of death or Disability or (ii) by the Company
or any of its Affiliates without Cause.



     3. Restricted Shares. Employee hereby accepts the Restricted Shares when issued and
agrees with respect thereto as follows:




     (a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent
then subject to the Forfeiture Restrictions (as defined below). In the event of termination
of Employee’s employment with the Company or any of its Affiliates prior to Employee’s
Fourth Anniversary (as defined below) for any reason other than an Involuntary Termination,
the Employee shall, for no consideration, forfeit to the Company all of the Restricted
Shares. In the event of termination of Employee’s



 









 







employment with the Company or any of its Affiliates prior to Employee’s Fourth
Anniversary due to an Involuntary Termination, the Employee shall, for no consideration,
forfeit to the Company all of the Restricted Shares with respect to which the Forfeiture
restrictions do not lapse pursuant to Section 3(b)(ii) below and that are therefore then
subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation
to forfeit and surrender Restricted Shares to the Company upon such a termination of
employment are herein referred to as the “Forfeiture Restrictions.” The Forfeiture
Restrictions shall be binding upon and enforceable against any transferee of Restricted
Shares.




     (b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as
follows:




     (i) if Employee remains continuously employed by the Company or any of its
Affiliates from the Date of Grant through the fourth anniversary of the Date of
Grant (the “Fourth Anniversary”), the Forfeiture Restrictions shall lapse with
respect to all of the Restricted Shares on the Fourth Anniversary;




     (ii) if Employee’s employment with the Company or any of its Affiliates is
terminated prior to the Fourth Anniversary due to an Involuntary Termination, the
Forfeiture Restrictions shall lapse with respect to a percentage of the aggregate
number of Restricted Shares determined by the number of full years from the Date of
Grant to the date of such Involuntary Termination in accordance with the following
schedule:



	 	 	 	 	 
	 	 	Percentage of Restricted
	 	 	Shares with respect to
	 	 	which the Forfeiture
	Number of Full Years	 	Restrictions Lapse
	Less than 1 year
	 	 	0	%
	Equal to or greater than 1 but less than 2 years
	 	 	25	%
	Equal to or greater than 2 but less than 3 years
	 	 	50	%
	Equal to or greater than 3 but less than 4 years
	 	 	75	%







     (c) Certificates. A certificate evidencing the Restricted Shares shall be issued by
the Company in Employee’s name, pursuant to which Employee shall have all of the rights of a
stockholder of the Company with respect to the Restricted Shares, including, without
limitation, voting rights and the right to receive dividends (provided, however, that
dividends paid in shares of Common Stock shall be subject to the Forfeiture Restrictions).
Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the
Restricted Shares until the Forfeiture Restrictions have lapsed. The certificate shall be
delivered upon issuance to the Secretary of the Company or to such other depository as may
be designated by the Committee as a depository for safekeeping (the “Depository”) until the
forfeiture of such Restricted Shares occurs or the



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Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. On
the Date of Grant, Employee shall deliver to the Company a stock power, endorsed in blank,
relating to the Restricted Shares. Upon any lapse of the Forfeiture Restrictions without
forfeiture, (i) the Company shall cause a new certificate representing the Restricted Shares
with respect to which the Forfeiture Restrictions have lapsed to be issued without legend
(except for any legend required pursuant to applicable securities laws, the Shareholders
Agreement (as defined below) or any other agreement to which Employee is a party), in the
name of Employee and shall deliver such certificate to Employee, (ii) the Depository shall
deliver to the Company the certificate representing the Restricted Shares then in the
possession of the Depository and (iii) the Company shall cancel such returned certificate
and shall destroy the stock power relating to the Restricted Shares then in its possession.
In the event that the Forfeiture Restrictions with respect to any of the Restricted Shares
shall lapse by reason of the death of Employee, the Common Stock that otherwise would be
delivered to Employee hereunder shall be delivered to his estate.




     (d) Corporate Acts. The existence of the Restricted Shares shall not affect in any way
the right or power of the Board of Directors of the Company (the “Board”) or the
stockholders of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its business, any
merger or consolidation of the Company, any issue of debt or equity securities, the
dissolution or liquidation of the Company or any sale, lease, exchange or other disposition
of all or any part of its assets or business or any other corporate act or proceeding. The
prohibitions of Section 3(a) hereof shall not apply to the transfer of Restricted Shares
pursuant to a plan of reorganization of the Company, but the stock, securities or other
property received in exchange therefor shall also become subject to the Forfeiture
Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable
to the original Restricted Shares for all purposes of this Agreement, and the certificates
representing such stock, securities or other property shall be legended to show such
restrictions.




     (e) Shareholders Agreement. The Restricted Shares shall be subject to the terms of
that certain Amended and Restated Shareholders Agreement dated as of September 12, 2005 by
and among the Company and certain of its stockholders, as the same may be amended or
restated from time to time (the “Shareholders Agreement”), both before and after the
Forfeiture Restrictions lapse with respect to such shares. Employee agrees that Employee
and Employee’s spouse, if any, will, upon request of the Company, execute and deliver to the
Company such documents and instruments as the Company, in its discretion, may require to
evidence such persons’ agreement to be bound by the terms of the Shareholders Agreement.




     (f) Accredited Status. If the Company and any of its stockholders or their
representatives enter into any negotiation or transaction (whether before or after the lapse
of the Forfeiture Restrictions with respect to any of the Restricted Shares) for which Rule
506 under the Securities Act of 1933, as amended (the “Securities Act”) (or any similar rule
then in effect) may be available with respect to such negotiation or transaction (including
a merger, consolidation or other reorganization), and if Employee is not then



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an accredited investor (as defined in Rule 501 under the Securities Act (but without
regard to Rule 501(a)(iv)), Employee agrees that Employee and Employee’s spouse will, at the
request and election of the Company either (i) appoint a purchaser representative (as such
term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company
or (ii) agree to accept cash in lieu of any securities that Employee would otherwise receive
in an amount equal to the fair market value of such securities as determined by the
unanimous resolution of all of the members of the Board. The determination of fair market
value by the Board shall be final and binding on all parties.




     (g) Lock-up Provision. Employee hereby agrees that in the event of any underwritten
public offering of Common Stock, including an initial public offering of Common Stock, made
by the Company pursuant to an effective registration statement filed under the Securities
Act (whether before or after the lapse of the Forfeiture Restrictions with respect to any of
the Restricted Shares), Employee shall not offer, sell, contract to sell, pledge,
hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of
any shares of Common Stock or any rights to acquire Common Stock for such period of time
from and after the effective date of such registration statement as may be established by
the underwriter(s) for such public offering (the “Lock-Up Period”); provided,
however, that such period of time shall not exceed 180 days from the effective date
of the registration statement to be filed in connection with such public offering;
provided further, however, that if (i) during the last 17 days of the
initial Lock-Up Period, the Company releases earnings results or material news or a material
event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up
Period, the Company announces that it will release earnings results during the 16-day period
beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up
Period will be extended until the expiration of the 18-day period beginning on the date of
release of the earnings results or the occurrence of the material news or material event, as
applicable, unless the managing underwriter(s) of such underwritten public offering waive,
in writing, such extension. Furthermore, Employee hereby agrees to enter into a lock-up
agreement with the underwriter(s) of any such underwritten public offering if requested by
such underwriter(s); provided, however, that the terms of such lock-up
agreement must be substantially the same as those executed by the Company’s officers and
directors and other stockholders in connection with such underwritten public offering and
the period of time covered by such lock-up agreement shall not exceed that set forth in this
Section 3(g). The limitations contained in this Section 3(g) shall not apply to any shares
registered in such public offering under the Securities Act.



     4. Withholding of Tax. To the extent that the receipt of the Restricted Shares or the
lapse of any Forfeiture Restrictions results in compensation income or wages to Employee for
federal, state or local tax purposes, Employee shall deliver to the Company at the time of such
receipt or lapse, as the case may be, such amount of money or, if permitted by the Committee in its
sole discretion, shares of Common Stock as the Company may require to meet its minimum obligation
under applicable tax laws or regulations, and if Employee fails to do so, the Company is authorized
to withhold from any cash or stock remuneration (including withholding any Restricted Shares
distributable to Employee under this Agreement) then or thereafter payable to Employee any tax
required to be withheld by reason of such resulting compensation income or wages.



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     5. Status of Restricted Shares. Employee understands that at the time of the
execution of this Agreement the sale of the Restricted Shares has not been registered under the
Securities Act or any state securities law and that the Company does not currently intend to effect
any such registration.



     Employee agrees that the Restricted Shares are being acquired for investment without a view to
distribution, within the meaning of the Securities Act, and shall not be sold, transferred,
assigned, pledged or hypothecated in the absence of (i) an effective registration statement for the
sale of such shares under the Securities Act and applicable state securities laws or (ii) if
requested by the Company, the delivery by Employee to the Company of a written opinion of legal
counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in
form and substance to the Company’s counsel, to the effect that an applicable exemption from the
registration requirements of the Securities Act and any applicable state securities laws is
available. Employee also agrees that the Restricted Shares will not be sold or otherwise disposed
of in any manner which would constitute a violation of any applicable federal or state securities
laws.



     In addition, Employee agrees that (i) the certificates representing the Restricted Shares may
bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture
Restrictions and to assure compliance with the terms and provisions of this Agreement, the
Shareholders Agreement and applicable securities laws, (ii) the Company may refuse to register the
transfer of the Restricted Shares on the stock transfer records of the Company if such proposed
transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the
terms and provisions of the Forfeiture Restrictions, the Shareholders Agreement or any applicable
securities law, and (iii) the Company may give related instructions to its transfer agent, if any,
to stop registration of the transfer of the Restricted Shares.



     6. Employment Relationship. For purposes of this Agreement, Employee shall be
considered to be in the employment of the Company as long as Employee remains an employee of either
the Company or an Affiliate. Without limiting the scope of the preceding sentence, it is expressly
provided that Employee shall be considered to have terminated employment with the Company at the
time of the termination of the “Affiliate” status of the entity or other organization that employs
Employee. Nothing in the adoption of the Plan, nor the award of the Restricted Shares thereunder
pursuant to this Agreement, shall affect in any way the right of Employee or the Company to
terminate such employment at any time. Unless otherwise provided in a written employment agreement
or by applicable law, Employee’s employment by the Company shall be on an at-will basis, and the
employment relationship may be terminated at any time by either Employee or the Company (or an
Affiliate) for any reason whatsoever, with or without cause or notice. Any question as to whether
and when there has been a termination of Employee’s employment with the Company, and the cause of
such termination, shall be determined by the Committee, and its determination shall be final.



     7. Notices. Any notices or other communications provided for in this Agreement shall
be sufficient if in writing. In the case of Employee, such notices or communications shall be
effectively delivered if hand delivered to Employee at Employee’s principal place of employment or
if sent by registered or certified mail to Employee at the last address Employee has filed with the
Company. In the case of the Company, such notices or communications shall



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be effectively delivered if sent by registered or certified mail to the Company at its
principal executive offices.



     8. Binding Effect; Survival. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under Employee. The
provisions of Sections 3(e), 3(f), 3(g) and 5 shall survive the lapse of the Forfeiture
Restrictions without forfeiture.



     9. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of
the parties with regard to the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to the Restricted
Shares granted hereby. Without limiting the scope of the preceding sentence, all prior
understandings and agreements, if any, among the parties hereto relating to the subject matter
hereof are hereby null and void and of no further force and effect. Any modification of this
Agreement shall be effective only if it is in writing and signed by both Employee and an authorized
officer of the Company.



     10. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.



[Signature page follows.]




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     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and Employee has executed this Agreement, all as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	COMPLETE PRODUCTION SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: J. Michael Mayer	 	 
	 

	 	 	 	Title: Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	[Employee]	 






Signature Page