exv10w21






Exhibit 10.21




NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK AWARD AGREEMENT




     THIS AWARD AGREEMENT (the “Agreement”), made as of this __ day of ____ 20__, between
CARBO Ceramics Inc. (the “Company”), a Delaware corporation, with its principal offices at
575 N. 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 and non-employee directors of the Company and reward them for making
significant contributions to the success of the Company and to strengthen the alignment of
interests between such persons and the Company’s shareholders by providing them with a proprietary
interest in the Company;



     WHEREAS, the Plan provides for the award to Participants in the Plan (including members of the
Board of Directors of the Company who are not employees of the Company) of restricted shares of
Common Stock of 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 ______,
20__.



     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 service on the
Board of Directors of the Company 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 as of the date of such
termination. For the purposes of this Agreement, “Retirement” shall mean a Participant’s
voluntary termination of service on the Board of Directors of the Company (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 service
on the Board of Directors of the Company for purposes of this Agreement.




          (b) Additionally, 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, 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
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.



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     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. 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.



     10. 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.



     11. 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.



     12. 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.



     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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