exv10w10






EXHIBIT 10.10




NEWPARK RESOURCES, INC.




NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT

(Annual Grant)




     This Non-Employee Director Restricted Stock Agreement (the “Agreement”) is made and entered
into as of                     , by and between NEWPARK RESOURCES, INC., a Delaware corporation (the
“Company”) and
                    , (“Director”), with reference to the following facts:



     A. The Company has duly adopted the Amended and Restated Non-Employee Directors’ Restricted
Stock Plan, as amended (hereinafter referred to as the “Plan”), under which each Non-Employee
Director shall be granted restricted shares in the amount of
                    
shares of Common Stock
automatically on the date of each annual meeting of stockholders (or stockholder action in lieu
thereof) at which such Non-Employee Director is elected or reelected, as applicable.



     B. Director was elected as a Non-Employee Director of the Company at the Annual Meeting of
Stockholders of the Company held on                     , and the restricted stock represented by this
Agreement was automatically granted to Director on that date (the “Date of Grant”).



     C. All capitalized terms used in this Agreement that are not otherwise defined herein shall
have the meanings attributed to them in the Plan.



     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Director agree as follows:



1. AWARD. 


     The Company hereby grants to the Director an award (the “Award”) of
                     restricted shares (the “Restricted Shares”) of the Company’s Common Stock (“Common
Stock”), on the terms and conditions set forth herein and in accordance with the Plan. Subject to
the provisions of the Plan and this Agreement, the Restricted Shares shall vest, and the transfer
and forfeiture restrictions thereon shall lapse, on                     . Any Restricted Shares that are not
vested shall be referred to as Non-Vested Shares.



2. RESTRICTED PERIOD. 


     
The Non-Vested Shares shall be subject to the transfer and
forfeiture restrictions set forth in Paragraphs 3 and 4 of this Agreement for a period (the
“Restriction Period”) commencing on the Date of Grant and expiring at the close of business on
                    , except as otherwise provided in this Agreement or the Plan.



3. TRANSFER RESTRICTIONS. 


     None of the Non-Vested Shares and no interest therein may
be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period applicable to such Non-Vested Shares. Any purported disposition of Non-Vested
Shares in violation of this Paragraph shall be null and void. Upon receipt by the Director of a
Certificate representing the Vested Shares without a restrictive legend pursuant to Paragraph 5
below, the Director may hold or dispose of the shares represented by such Certificate, subject to
compliance with (i) the terms and conditions of the Plan and this Agreement, (ii) applicable
federal or state securities laws or other applicable law, (iii) applicable



 









 







rules of any exchange on
which the Company’s securities are traded or listed, and (iv) the Company’s rules or policies as
established by the Company in its sole discretion.



4. VESTING AND FORFEITURE CONDITIONS.




     
4.1 Any Non-Vested Shares shall be immediately forfeited by the Director and reacquired by the
Company without any payment or other consideration to the Director, and the Director shall have no
further rights with respect to the Award in the event of the termination of the Director’s service
as a Director of the Board as a result of resignation from the Board of Directors or removal from
the Board of Directors by the stockholders of the Company, or in the event of the removal of the
Director from the Board of Directors for reasons described in Paragraph 9 below.




     4.2 Unless otherwise determined by the Compensation Committee of the Board, upon the voluntary
termination of the directorship of the Director who has served as a director of the Company for at
least 60 consecutive months, the Restriction Period shall terminate with respect to Restricted
Shares held by such Director and such Director may retain all such Restricted Shares, subject to
any agreement between the Company and such Director governing the transfer of such Restricted
Shares.




5. SHARE CERTIFICATES. 


     A Certificate representing the Restricted Shares shall be
issued in the name of the Director as soon as practicable after the date hereof and the receipt by
the Company of a stock power for such Restricted Shares duly endorsed in blank by the Director.
The Company shall retain physical possession and custody of each Certificate representing the
Restricted Shares until such time as the Restricted Shares become vested, and the restrictions
imposed thereon lapse, in accordance with the provisions set forth in Paragraphs 3 and 4 of this
Agreement and the Plan. Any Certificate representing Restricted Shares shall, during the
Restriction Period, bear such legend as the Company’s counsel may deem appropriate to reflect the
terms and conditions of this Agreement.



     On the first Business Day immediately following the last day of the Restriction Period with
respect to any Restricted Shares, or as soon as practicable thereafter, the Company will issue a
Certificate for all Vested Shares registered on the Company’s books and records in the name of the
Director free and clear of all restrictions and other provisions of the Plan, except for
restrictions required by the Securities Act.




6. RIGHTS AS A STOCKHOLDER. 


     Subject to the terms and conditions of this Agreement and the Plan, the Director shall be
the holder of record of the Restricted Shares commencing on the issuance thereof and shall have all
of the rights of a stockholder with respect to such Restricted Shares, including the right to vote
such Restricted Shares and the right to receive dividends and other distributions payable with
respect to such Restricted Shares, except that, until the Restriction Period has expired for all
Restricted Shares, all property or stock issued with respect to Non-Vested Shares by reason of any
stock dividend or recapitalization, split-up or consolidation of shares of the Company’s Common
Stock, merger or consolidation of the Company, sale of the Company or other event shall be subject
to the same restrictions as are applicable to such Non-Vested Shares.



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7. SECURITIES LAWS REQUIREMENTS. 


     The Restricted Shares shall not be sold, exchanged
or otherwise disposed of unless and until any applicable registration or qualification requirements
of federal and state securities laws and all other requirements of law or any regulatory bodies
having jurisdiction over such exercise or issuance and delivery have been fully complied with. The
Company will use reasonable efforts to maintain the effectiveness of a Registration Statement under
the Securities Act of 1933 (the “Securities Act”) for the issuance of the Restricted Shares, but
there may be times when no such Registration Statement will be currently effective. Trading of the
Restricted Shares may be temporarily suspended without liability to the Company during times when
no such Registration Statement is currently effective, or during times when, in the reasonable
opinion of the Committee, such suspension is necessary to preclude violation of any requirements of
applicable law or regulatory bodies having jurisdiction over the Company.



8. CHANGES IN CAPITALIZATION.




     8.1 In the event of a Capital Adjustment, Restricted Shares that are outstanding, whether
Vested Shares or Non-Vested Shares, shall participate in such Capital Adjustment on the same terms
as all other outstanding shares of the same class and series. If any Capital Adjustment would
result in a fractional security being subject to this Award, the Company shall pay the Director an
amount in cash determined by multiplying (i) the fraction of such security (rounded to the nearest
hundredth) by (ii) the Fair Market Value thereof on the date of such Capital Adjustment.




     8.2 If a Change of Control of the Company occurs, all outstanding Restricted Shares shall
immediately become Vested Shares.




9. WITHHOLDING TAXES. 


     The Company’s obligation to deliver the Vested Shares to the
Director upon the vesting of such shares shall be subject to the satisfaction of all applicable
federal, state, local or foreign taxes which it reasonably believes are or may be required by law
to be withheld with respect to the vesting of the Restricted Shares (“Tax Liability”), to ensure
the payment of any such Tax Liability. The Company may provide for the payment of any Tax
Liability by any one of the following means or combination of such means: (i) by requiring the
Director to tender a cash payment to the Company, (ii) by withholding from the Restricted Shares
that would otherwise have been delivered to the Director the number of shares necessary to satisfy the Director’s
Tax Liability, and deliver the remaining number of Restricted Shares to the Director, or (iii) by
any other method deemed appropriate by the Committee. The amount of the Tax Liability and the
number of shares to satisfy the Director’s Tax Liability shall be based on the Fair Market Value of
the Vested Shares upon the expiration of the Restricted Period.



10. MISCONDUCT OF DIRECTOR. 


     Notwithstanding any other provision of this Agreement,
all unvested Restricted Shares held by Director hereunder shall automatically terminate as of the
date Director’s directorship is terminated, if such directorship is terminated on account of any
act of fraud, embezzlement, misappropriation or conversion of assets or opportunities of the
Company, or if Director takes any other action materially inimical to the best interests of the
Company, as determined by the Committee in its sole and absolute discretion.



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11. REFERENCE TO PLAN. 


     This Agreement and the Restricted Shares are subject to all of
the terms and conditions of the Plan, which are hereby incorporated by reference. In the event of
any conflict between this Agreement and the Plan, the provisions of the Plan shall prevail. By
executing this Agreement, the Director acknowledges and hereby makes to the Company the
representations required pursuant to Section 10.2 of the Plan.



12. MISCELLANEOUS.




     12.1 Nothing in this Agreement shall confer upon the Director any right to be retained on, or
nominated for reelection to, the Company’s Board or to otherwise provide service to the Company or
interfere in any way with the right of the Company to terminate the Director’s Board membership or
other service at any time.




     12.2 This Agreement shall be construed in accordance with and governed by the laws of the
State of Delaware.




13. NOTICES. 


     Any notice to be given under the terms of this Agreement shall be
addressed to the Company in care of its Corporate Secretary at 2700 Research Forest Drive, Suite
100, The Woodlands, Texas 77381, and any notice to be given to Director shall be addressed to
Director at Director’s address appearing on the records of the Company, or at such other address or
addresses as either party may hereafter designate in writing to the other. Any such notice shall
be deemed duly given when enclosed in a properly sealed envelope, addressed as herein required and
deposited, postage prepaid, in a post office or branch post office regularly maintained by the
United States Government.



14. GOVERNING LAW. 


     This Agreement shall be construed in accordance with, and governed
by, the laws of the State of Delaware.



     IN WITNESS WHEREOF, the Company and Director have executed this Agreement as of the Date of
Grant.



	 	 	 	 	 	 	 
	 	 	DIRECTOR	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Paul L. Howes, President and Chief Executive Officer
	 	 
	 

	 	 	 		 	 







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