exv10w20






Exhibit 10.20




OFFICER RESTRICTED STOCK AWARD AGREEMENT




     THIS AWARD AGREEMENT (the “Agreement”), made as of this _____________, between CARBO
Ceramics Inc. (the “Company”), a Delaware corporation, with its principal offices at 575
North Dairy Ashford, Suite 300, Houston, Texas 77079, and ____________ (the “Participant”).



     WHEREAS, the Company has adopted and maintains and the shareholders of the Company have
approved the CARBO Ceramics Inc. Omnibus Incentive Plan (the “Plan”) to attract and retain
highly qualified employees of the Company and its Subsidiaries and reward them for making
significant contributions to the success of the Company and to strengthen the alignment of
interests between such employees and the Company’s shareholders by providing them with a
proprietary interest of the Company;



     WHEREAS, the Plan provides for the award to Participants in the Plan of restricted shares of
Common Stock in the Company;



     NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set
forth, the parties hereto hereby agree as follows:



     1. Award of Restricted Stock. Pursuant to, and subject to, the terms and conditions
set forth herein and in the Plan, the Company hereby awards to the Participant ____ shares of
Common Stock of the Company (the “Restricted Stock”), which may not be transferred,
pledged, assigned or otherwise encumbered until vested (the “Transfer Restrictions”).



     2. Grant Date. The Grant Date of the Restricted Stock hereby awarded is
____________.



     3. Vesting Dates. The Restricted Stock shall vest only in accordance with the
provisions of this Agreement and of the Plan. Subject to the provisions of the Plan, shares of the
Restricted Stock shall become vested on each of the following dates as follows (the “Vesting
Dates”):



          (a) ___ shares of Restricted Stock shall vest on ______________;




          (b) ___ shares of Restricted Stock shall vest on ______________; and




          (c) ___ shares of Restricted Stock shall vest on _____________.




     4. Forfeiture.



          (a) Subject to the provisions of the Plan, in the event that the Participant’s employment with
the Company or any of its Subsidiaries terminates prior to the Vesting Date with respect to any of
the Participant’s shares of Restricted Stock (i) for any reason other than due to death, Disability
or Retirement (as defined below), all such shares of Restricted Stock shall be forfeited on the
date of such termination without payment of any consideration therefor; and (ii) due to death,
Disability or Retirement (as defined below), all such shares of Restricted






 









 







Stock shall cease to be subject to the Transfer Restrictions and cease to be forfeitable on an
applicable Vesting Date occurring on or prior to the first anniversary of such termination as if
the Participant had remained employed until such first anniversary and any shares of Restricted
Stock with respect to which the Vesting Date has not occurred on or prior to such first anniversary
shall be forfeited without payment of any consideration therefor. For the purposes of this
Agreement, “Retirement” shall mean a Participant’s voluntary termination of employment
(with the approval of the Board of Directors) at or after age 62. The Committee shall determine
whether an authorized leave of absence, or absence in military or government service, shall
constitute termination of employment for purposes of this Agreement.




          (b) In the event that the Participant attempts to transfer, pledge, assign or otherwise
encumber shares of Restricted Stock prior to any applicable Vesting Date in violation of the
Transfer Restrictions, such transfer, pledge, assignment or encumbrance shall be null and void and
the Participant’s shares of Restricted Stock shall be forfeited without payment of any
consideration therefor.




          (c) Notwithstanding the foregoing, shares subject to the Award granted pursuant to this
Agreement shall continue to be subject to the Transfer Restrictions following the Vesting Date with
respect to such shares until the end of the period commencing on the Vesting Date with respect to
such shares and ending on the earlier of (i) a termination of the Participant’s employment for any
reason or (ii) the second anniversary of such Vesting Date (the “Holding Period”) except
for any such shares used to satisfy any withholding obligations as set forth herein and in the
Plan. If the Participant fails to comply with such Transfer Restrictions during the Holding
Period, any Awards held by the Participant which are then subject to forfeiture shall be forfeited
and the Committee may, in its discretion, take such action as it deems appropriate, including,
without limitation, determining not to make any additional grants of Awards to the Participant
under the Plan.




          (d) Notwithstanding the foregoing, all shares subject to an Award shall immediately cease to
be subject to the Transfer Restrictions and cease to be forfeitable upon a Change in Control.




     5. Share Certificates. Subject to the provisions of the Plan, the shares
representing the Restricted Stock will be held in the Participant’s name in book-entry format by
the Company’s transfer agent, Mellon Investor Services, LLC. Upon vesting of the shares of
Restricted Stock on a Vesting Date, the Participant has the right to choose to have a certificate
issued in the Participant’s name, to have the shares transferred to a brokerage account of the
Participant’s choice or to continue to hold the shares in book-entry format with the transfer
agent.



     6. Shareholder’s Rights. Subject to the terms of this Agreement, prior to the
Vesting Date with respect to any of the Participant’s shares of Restricted Stock, the Participant
shall have, with respect to any of the shares of Restricted Stock, all rights of a shareholder of
the Company, including the right to vote such shares and the right to receive all dividends paid
with respect to such shares of Restricted Stock at the same time as shareholders generally;
provided, that the right to vote and receive dividends shall terminate immediately with respect to
any shares of Restricted Stock upon forfeiture of those shares pursuant to Section 4 hereof
and that stock dividends shall be subject to the provisions of Sections 7(b) and (c) and Section 19
of the Plan in the same manner as the corresponding Restricted Stock to which such dividends or



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distributions relate and shall be held by the Company or subject to a legend as determined by the
Committee to effectuate the purposes of the Plan.




     7. Non-Assignability. Except as expressly provided in the Plan or herein, Awards
shall not be assigned, transferred, pledged or encumbered, and any purported assignment, transfer,
pledge or encumbrance shall be null and void; provided, that Awards may be transferred by
will or by the laws of descent and distribution subject to the Committee’s receipt of such
documents as may be requested by the Committee from time.



     8. Modification and Waiver. Except as provided in the Plan with respect to
determinations of the Committee and subject to the Company’s Board of Directors’ right to amend,
modify or terminate the Plan, neither this Agreement nor any provision hereof can be changed,
modified, amended, discharged, terminated or waived orally or by any course of dealing or purported
course of dealing, but only by an agreement in writing signed by the Participant and the Company.
No such agreement shall extend to or affect any provision of this Agreement not expressly changed,
modified, amended, discharged, terminated or waived or impair any right consequent on such a
provision. The waiver of or failure to enforce any breach of this Agreement shall not be deemed to
be a waiver or acquiescence in any other breach thereof.



     9. Applicable Withholdings. The Company shall have the power and the right to deduct
or withhold, or require the Participant to remit to the Company, the minimum statutory amount to
satisfy federal, state, and local taxes or similar charges, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result of or in connection
with the Plan or any Award. At the election of the Participant, subject to the approval of the
Committee, the Committee shall withhold a portion of the Shares subject to each Award to satisfy
the applicable federal, state, foreign and local withholding taxes incurred in connection with the
Award.



     10. Governing Law. This Agreement, the Plan and all rights under this
Agreement and the Plan shall be construed and enforced in accordance with the laws of the State of
Delaware without regard to the provisions governing conflict of laws.



     11. Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy
of the Plan and that all decisions, determinations and interpretations of the Committee or the
Company in respect of this Agreement shall be final, conclusive and binding.



     12. Incorporation of Plan. All terms and provisions of the Plan are incorporated
herein and made part hereof as if stated herein. If any provisions hereof and of the Plan shall be
in conflict, the terms of the Plan shall govern. All capitalized terms used herein and not defined
herein shall have the meanings assigned to them in the Plan.



     13. Entire Agreement. This Agreement represents the final, complete and total
agreement of the parties hereto respecting the Restricted Stock and the matters discussed herein
and this Agreement supersedes any and all previous agreements and understandings, whether written,
oral or otherwise, relating to the Restricted Stock and such matters.



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IN WITNESS WHEREOF, CARBO Ceramics Inc. has caused this Agreement to be duly executed by its duly
authorized officer and said Participant has hereunto signed this Agreement on his own behalf,
THEREBY REPRESENTING THAT HE OR SHE HAS CAREFULLY READ AND UNDERSTANDS THIS AGREEMENT AND THE PLAN,
as of the day and year first above written.




	 	 	 	 	 
	 	CARBO CERAMICS INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	By:  	
 	 
	 




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