Exhibit 4.2


 


GAINSCO, INC.

2005 LONG-TERM INCENTIVE COMPENSATION PLAN


 


RESTRICTED STOCK INCENTIVE
AGREEMENT


 


This
Restricted Stock Agreement (the “Agreement”) is entered into as of «Grant Date» (the “Grant Date”) by
and between GAINSCO, INC., a Texas corporation (the “Company”), and «Name», an Outside Director of GAINSCO,
INC. (the “Grantee”), pursuant to the GAINSCO, INC. 2005 Long-Term
Incentive Compensation Plan (terms defined in such Plan are used herein with
the same meanings).  The Company and the Grantee
agree as follows:


 


1.             Restricted
Stock Award.  In order to
foster and promote the long-term financial success of the Company and to
increase shareholder value and pursuant to Section 2.1 of the Plan, the
Committee hereby grants to Grantee            
Shares of Restricted Stock, subject to the satisfaction of the time vesting and
other conditions, restrictions and limitations set forth herein and in the
Plan.  Grantee hereby acknowledges and
accepts such grant, and agrees to the conditions, restrictions and limitations
contained in this Agreement and the Plan.


 


2.             Restriction
Period.  During the period (the “Restriction Period”) commencing
as of the Grant Date and ending on                     ,
the Restricted Shares shall be subject to the restrictions described in Section 3
of this Agreement (the “Restrictions”).  The Shares subject to the Restrictions at any
given time are called the “Restricted
Shares.” The “service vesting period” for the Grantee as used in Section 5.7
of the Plan is                  .


 


3.             Restrictions.  The Restricted Shares shall be represented by
one or more stock certificates registered in the name of the Grantee.  The Grantee shall have the right to receive
Distributions on the Restricted Shares, to vote the Restricted Shares and to
enjoy all other shareholder rights with respect thereto, except that (i) the
Grantee shall not be entitled to possession of the stock certificate
representing the Restricted Shares, (ii) the Committee shall retain
custody of the stock certificate(s) representing the Restricted Shares, (iii) the
Grantee may not, other than as permitted under Section 7(b), sell, assign, pledge, encumber, or otherwise dispose of
the Restricted Shares, or any of them, or any interest therein or thereto, and (iv) the
Restricted Shares are subject to potential forfeiture as provided in Section 4
of this Agreement.  The Restrictions with
respect to the Restricted Shares shall lapse, if the Restricted Shares are not
previously forfeited, immediately following the expiration of the Restriction
Period.


 


4.             Forfeiture.  Any Restricted Shares (and all voting and
other rights associated with such Restricted Shares) shall be forever forfeited
(to the extent that the Restrictions with respect to such Restricted Shares
have not previously lapsed) in the event (i) such Restricted Shares are
transferred by operation of law to any Person other than the Company or in
accordance with Section 7(b) for any reason (including without
limitation the bankruptcy of the Grantee or seizure and sale by legal process),
or (ii) the Grantee ceases to be a member of the Company’s Board prior to
the end of the Restriction Period for any reason, except as provided in the
Plan.  The Company shall not be obligated
to pay the Grantee any amount for the forfeiture of any Restricted Shares.  The Grantee shall be entitled to retain all
Shares to which the Restrictions have ceased to apply.


 


5.             Restrictions
on Corresponding Securities and Assets.  Any other securities or assets (other than
ordinary cash Distributions) that are received by the Grantee in respect of any
of the Restricted Shares shall be subject to the Restrictions to the same
extent and for so long as such Restricted Shares to which such securities or
other assets are attributable remain subject to the Restrictions.


 


6.             Delivery of
Certificates Upon Lapse of Restrictions.  Promptly
following the lapse of the Restrictions as to any of the Shares, the Company
will deliver the stock certificate or certificate representing such Shares with
respect to which the Restrictions have lapsed to the Grantee or his legal
representative


 





















 


7.             Certain
Restrictions on Transferability of Shares by the Grantee.  The following restrictions shall apply to all
Restricted Shares:


 


(a)           Restriction on Transfers in Violation of the Securities Act.  Grantee will be acquiring the Restricted
Shares for investment and with no intent to sell or otherwise dispose of
them.  In no event shall Grantee sell,
assign, pledge, encumber, or otherwise dispose of any of the Restricted Shares
or any right or benefit under this Agreement, if such sale, assignment, pledge,
encumbrance, or disposition might reasonably be expected to result in a
violation of the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws (the
Securities Act and applicable state securities laws collectively, the “Applicable
Securities Laws”).  Unless the
Committee agrees otherwise, Grantee shall be required to provide a legal
opinion in form and substance and from counsel satisfactory to the Committee
that such intended sale, assignment, pledge, encumbrance, or disposition is
exempt from the registration requirements of the Applicable Securities
Laws.  The Company shall be under no
obligation to effect the registration of any Shares under any Applicable
Securities Laws.


 


(b)           Permitted Transfers.  The Grantee may transfer all or any part of
the Shares pursuant to a qualified domestic relations order (as defined under § 414(p)
of the Internal Revenue Code of 1986, as amended (the “Code”)), provided
that prior to any such transfer either the Grantee or the transferee delivers
to the Committee a written instrument in accordance with Section 8 and an
opinion of counsel reasonably satisfactory to the Committee in accordance with Section 7(a) to
the effect that the transfer is exempt from the registration requirements of
the Applicable Securities Laws.  In the
event of a transfer under this Section 7(b), the
transferee(s) shall be subject to all of the restrictions of the Plan and of
this Agreement.


 


8.             Conditions
to Transfers.  It shall be a condition to the
transfer of any Restricted Shares by the Grantee to any Person that the
recipient of such Restricted Shares shall become a signatory to this Agreement
by executing an Addendum Agreement in the form and substance satisfactory to
the Committee.


 


9.             Legends on
Certificates.  The reverse side of each
certificate reflecting ownership of the Restricted Shares subject to the
Restrictions under Section 3 shall bear the following legends:


 


THE SALE, ASSIGNMENT,
PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS
AGAINST TRANSFER) CONTAINED IN THE GAINSCO, INC. 2005 LONG-TERM INCENTIVE
COMPENSATION PLAN AND AN INCENTIVE AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER OF SUCH SHARES AND GAINSCO, INC.  A COPY OF THE PLAN AND INCENTIVE AGREEMENT
ARE ON FILE IN THE MAIN CORPORATE OFFICE OF GAINSCO, INC.


 


THE SHARES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THUS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE
AND AN OPINION TO SUCH EFFECT IN FORM AND SUBSTANCE AND FROM COUNSEL
SATISFACTORY TO THE COMPENSATION COMMITTEE OF THE COMPANY HAS BEEN RECEIVED BY SUCH
COMMITTEE.


 


10.          Taxes.  Grantee understands that Grantee shall be
responsible for Grantee’s own tax liability that may arise as a result of the
transaction contemplated by this Agreement. 
Grantee understands that § 83 of the Code taxes as ordinary income the difference between the amount
paid for the Shares and the fair market value of the Shares as of the date any
of the restrictions on the Shares lapse. 
Grantee understands that Grantee may elect to be taxed at the time the
Shares are granted rather than when the restrictions lapse by filing an
election under § 83(b) of


 


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the Code with the Internal Revenue Service within
30 days from the date of grant.  If
Grantee does not choose to elect § 83(b) status, Grantee may ask the
Committee to reduce the number of Restricted Shares issued pursuant to this
Agreement to equal the estimated after-tax value of Restricted Shares when
reduced.


 


11.          Incorporation
of Plan; Conflicts.  Grantee acknowledges receipt of a copy of the
Plan, together with the prospectus relating thereto and to the Shares.  Grantee further acknowledges notice of the
terms, conditions, restrictions and limitations contained in the Plan and
acknowledges the restrictions set forth in this Agreement.  This Agreement and the Restricted Shares
shall be subject to the terms of the Plan, as it may be amended from time to
time.  To the extent that any provision
of this Agreement conflicts with the express terms of the Plan, it is hereby
acknowledged and agreed that the terms of the Plan shall control and, if
necessary, the applicable provisions of this Agreement shall be hereby deemed
amended so as to carry out the purpose and intent of the Plan.


 


12.          Binding
Effect.  This Agreement shall be binding
upon and inure to the benefit of the Grantee and his heirs, executors and
personal representatives, and the Company and its successors and assigns.


 


13.          Failure
to Enforce Not a Waiver.  The failure of the Committee to enforce at any
time any provision of this Agreement shall in no way be construed to be a
waiver of such provision or of any other provision hereof.


 


14.          Notices.  Any notice required or permitted under this
Agreement shall be in writing and shall be deemed to be delivered (i) upon
physical delivery (if hand delivered); (ii) three business days after
deposit in the United States mail (if mailed), postage prepaid, certified or
registered mail, return receipt requested, addressed as set forth below or (iii) the
day such notice is sent via facsimile as set forth below:


 


	
  Company:

  	
   

  	
  GAINSCO,
  INC.

  
	
   

  	
   

  	
  3333
  Lee Parkway, Suite 1200

  
	
   

  	
   

  	
  Dallas,
  Texas 75219

  
	
   

  	
   

  	
  Attention:
  Corporate Secretary

  
	
   

  	
   

  	
  Fax:
  (972) 629-4301

  
	
   

  	
   

  	
   

  
	
  Grantee:

  	
   

  	
  Notices
  to Grantee shall be given at the most recent address of Grantee on the
  Company’s records.

  	
   

  



 


Notice
given in any other manner shall be effective when received.  The address for notice may be changed by
notice given in accordance with this provision. 
If notice is required to be delivered to any party to this Agreement, a
copy of such notice shall be delivered to all other parties to this Agreement.


 


15.          Power of
Attorney.  The Chairman of
the Board of the Company, from time to time, is hereby appointed the
attorney-in-fact, with full power of substitution of the Grantee for the sole
purpose of carrying out the provisions of this Agreement and taking any action
and executing any instrument which such attorney-in fact may deem necessary or
advisable to accomplish the purposes hereof, which appointment as attorney-in
fact is irrevocable and coupled with an interest.  The Chairman of the Board of the Company, as
attorney-in-fact for the Company may, in the name of the Grantee, make and
execute all conveyances, assignments and transfers of the Restricted Shares,
and the Grantee hereby ratifies and confirms all that the Chairman of the Board
of the Company, as said attorney-in-fact, shall do so by virtue hereof,
provided that the foregoing shall be solely for the purpose of carrying out the
provisions of this Agreement. 
Nevertheless, the Grantee shall, if so requested by the Committee,
execute and deliver to the Company all such instruments as may, in the
reasonable judgment of the Committee, be advisable for the purposes hereof.


 


16.          Governing
Law; Venue.  The validity,
construction, and enforcement of this Agreement shall be governed by the laws
of the State of Texas, without regard for any principles of conflict of
laws.  Any dispute arising out of or
relating to this Agreement may be brought in a court of competent jurisdiction
located in Dallas, Texas, and both of the parties to this Agreement irrevocably
submit to the exclusive jurisdiction of such courts in


 


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any such dispute, waives any objection it may now
or hereafter have to venue or to convenience of forum, agrees that all claims
in respect of the dispute shall be heard and determined only in any such court,
and agrees not to bring any dispute arising out of or relating to this
Agreement in any other court.  The
parties agree that either or both of them may file a copy of this paragraph
with any court as written evidence of the knowing, voluntary and bargained
agreement among the parties irrevocably to waive any objections to venue or to
convenience of forum.  Process in any
dispute may be served on any party anywhere in the world.


 


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


 


IN
WITNESS WHEREOF, the
Company has executed this Agreement as of the day and year first above written.


 


	
   

  	
  GAINSCO,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


The
undersigned Grantee hereby accepts, and agrees to, all terms and provisions of
the foregoing Agreement.  If you do not
sign and return this Agreement, you will not be entitled to the Units.


 


 


	
   

  	
   

  	
   

  
	
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