exv10w8



 





Exhibit 10.8




SUPERIOR OFFSHORE INTERNATIONAL, INC.

RESTRICTED STOCK AGREEMENT

(2007 Stock Incentive Plan)




     This Restricted Stock Agreement (“Agreement”), entered into on the           day of                     ,
2007 (the “Effective Date”), which is the date on which the Grant described below was approved by
[the Compensation Committee (the “Committee”) of] the Board of Directors of Superior Offshore
International, Inc., a Delaware corporation (the “Company”), is between the Company and
                     (the “Employee”).



     [WHEREAS, the Company and the Employee are entering into an Employment Agreement, dated as of
                    , 2007 (the “Employment Agreement”), contemporaneously with this Agreement;]



     WHEREAS, to carry out the purposes of the Superior Offshore International, Inc. 2007 Stock
Incentive Plan (the “Plan”), shares of restricted Common Stock (as defined below) are hereby
granted to the Employee in accordance with this Restricted Stock Agreement; and



     WHEREAS, the Company and Employee agree as follows:



     1. Award of Common Stock. The Company hereby grants (the “Grant”) to Employee
                                shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the
Company, which shall be subject to the restrictions on transferability set forth in Section 2(d)
herein (the “Restrictions”) and to the other provisions of this Agreement.



     2. Restricted Period.



          (a) For a period of                      (       ) years [and                      (    
   ) months] commencing on the
Effective Date (the “Restricted Period”), the Shares shall be subject to the Restrictions and any
other restrictions as set forth herein. The Restrictions shall lapse and expire as to the Shares
in accordance with the following schedule provided the Employee has been continuously employed by
the Company from the Effective Date through the lapse date:



	 	 	 
	 	 	Percentage of Total
	 	 	Number of Restricted Shares as to
	Lapse Date	 	Which Forfeiture Restrictions Lapse
	 
	 	 
	[The later of the (i) date that is six
months after the Effective Date and
(ii)                      day after the consummation
of an Initial Public Offering]

	 	                    %
	 
	 	 
	The date that is                      year [and
                     months] after the Effective
Date

	 	An additional                     %






 









 






	 	 	 
	 	 	Percentage of Total
	 	 	Number of Restricted Shares as to
	Lapse Date	 	Which Forfeiture Restrictions Lapse
	 
	 	 
	The date that is                      year [and
                     months] after the Effective
Date

	 	An additional                     %
	 
	 	 
	The date that is                      year [and
                     months] after the Effective
Date

	 	The final                     %






          The Shares which are subject to the Restrictions shall hereinafter be referred to as
“Restricted Shares.” The Shares which are no longer subject to the Restrictions as set forth above
and in paragraph (f) below shall hereinafter be referred to as “Transferable Shares.”



          (b) The Company shall effect the issuance of the Shares out of authorized but unissued shares
of Common Stock or out of treasury shares of Common Stock and shall also effect the issuance of a
certificate or certificates for the Shares. Each certificate issued for Restricted Shares to the
Employee shall be registered in Employee’s name and shall be either deposited with the Secretary of
the Company or its designee in an escrow account or held by the Secretary of the Company, at the
election of the Company, together with stock powers or other instruments of transfer appropriately
endorsed in blank by Employee (Employee hereby agreeing to execute such stock powers or other
instruments of transfer as requested by the Company). Such certificate or certificates shall
remain in such escrow account or with the Secretary of the Company until the corresponding
Restricted Shares become Transferable Shares as set forth in paragraph (a) above or paragraph (f)
below. Certificates representing the Restricted Shares shall bear a legend in substantially the
following form:




“THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE SUPERIOR
OFFSHORE INTERNATIONAL, INC. 2007 STOCK INCENTIVE PLAN AND AN AWARD AGREEMENT.
COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE AT THE OFFICES OF SUPERIOR OFFSHORE
INTERNATIONAL, INC., 900 S. COLLEGE ROAD, SUITE 301, LAFAYETTE, LOUISIANA.


The Company may place appropriate stop transfer instructions with respect to the Restricted Shares
with the transfer agent for the Common Stock. Upon Restricted Shares becoming Transferable Shares,
the Company shall effect, in exchange for the legended certificates, the issuance and delivery of a
certificate or certificates for such Shares to the Employee free of the legend set forth above.




          (c) [Except as provided in Section 13,] the Employee shall, during the Restricted Period, have
all of the other rights of a stockholder with respect to the Shares including, but not limited to,
the right to receive dividends, if any, as may be declared on such Restricted Shares from time to
time, and the right to vote (in person or by proxy) such Restricted Shares at any meeting of
stockholders of the Company.



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          (d) The Restricted Shares and the right to vote the Restricted Shares and to receive dividends
thereon, may not be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise
encumbered and no such sale, assignment, transfer, exchange, pledge, hypothecation, or encumbrance,
whether made or created by voluntary act of Employee or any agent of Employee or by operation of
law, shall be recognized by, or be binding upon, or shall in any manner affect the rights of, the
Company or any agent or any custodian holding certificates for the Restricted Shares during the
Restricted Period, unless the Restrictions have then expired pursuant to the provisions of
paragraph (a) above or paragraph (f) below. This provision shall not prohibit Employee from
granting revocable proxies in customary form to vote the Shares.



          (e) If the status of employment (hereinafter referred to as “employment”) of Employee with the
Company and its Subsidiaries (as defined in the Plan) shall terminate prior to the expiration of
the Restricted Period by reason of death or Disability or as a result of the termination of
employment by the Company without Cause [or as a result of the termination of employment by
Employee for Good Reason,] the Restrictions on any Restricted Shares held by such Employee shall
immediately lapse. If the employment of Employee shall terminate prior to the expiration of the
Restricted Period for any other reason not specified in the immediately preceding sentence, then,
in that event, any Restricted Shares outstanding shall thereupon be forfeited by Employee to the
Company, without payment of any consideration or further consideration by the Company, and neither
the Employee nor any successors, heirs, assigns or legal representatives of Employee shall
thereafter have any further rights or interest in the Restricted Shares or certificates therefor,
and Employee’s name shall thereupon be deleted from the list of the Company’s stockholders with
respect to the Restricted Shares.



          (f) Upon the occurrence of a Change in Control (as defined in the Plan), any Restrictions on
the Restricted Shares set forth in this Agreement shall be deemed to have expired, and the
Restricted Shares shall thereby be Transferable Shares.



          (g) If the employment of Employee with the Company shall terminate prior to the expiration of
the Restricted Period, and there exists a dispute between Employee and the Company as to the
satisfaction of the conditions to the release of the Shares from the Restrictions hereunder or the
terms and conditions of the Grant, the Shares shall remain subject to the Restrictions until the
resolution of such dispute, regardless of any intervening expiration of the Restricted Period,
except that any dividends that may be payable to the holders of record of Common Stock as of a date
during the period from termination of Employee’s employment to the resolution of such dispute
shall:




          (1) to the extent to which such dividends would have been payable to Employee
on the Shares, be held by the Company as part of its general funds, and shall be
paid to or for the account of Employee only upon, and in the event of, a resolution
of such dispute in a manner favorable to Employee, and




          (2) be canceled upon, and in the event of, a resolution of such dispute in a
manner unfavorable to Employee.



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     3. Taxes. To the extent that the receipt of the Restricted Shares, Transferable
Shares, or the lapse of any Restrictions results in income to Employee for federal or state income
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 the Company so determines, shares of unrestricted Common
Stock as the Company may require to meet its obligation under applicable tax laws or regulations,
and, if Employee fails to do so, the Company is authorized to withhold from any cash or Common
Stock remuneration then or thereafter payable to Employee any tax required to be withheld by
reasons of such resulting compensation income. Employee agrees to notify the Company promptly of
any tax election made by Employee with respect to the Shares.



     4. Changes in Capital Structure. If the outstanding shares of Common Stock shall at
any time be changed or exchanged or augmented by declaration of a stock dividend, stock split,
combination of shares, merger, consolidation, recapitalization or similar event, the Shares, being
outstanding shares of Common Stock, shall be treated in the same manner as all other issued and
outstanding shares. Any cash, property or securities into which the Shares are so changed or
exchanged or so augmenting the Shares or so issued in respect of the Shares shall be subject to the
Restrictions in the same manner as the Shares.



     5. Compliance with Securities Laws.



          (a) Employee represents and warrants to the Company that Employee is acquiring the Shares for
his own account, for investment, and without a view to any sale or distribution thereof in
violation of any federal or state securities laws. Employee understands that the grant of the
Shares to Employee has not been registered under the Securities Act of 1933, as amended, or the
securities laws of any state, and, accordingly, that in addition to the other restrictions placed
on the Shares by this Agreement, the Shares may not be offered, sold, assigned, transferred,
exchanged, pledged, hypothecated or otherwise encumbered in absence of either (a) an effective
registration statement under the Securities Act of 1933, as amended, and applicable state
securities laws or (b) an opinion of counsel satisfactory to the Company that such registration is
not required.



          (b) Employee agrees that the certificates representing the Shares (whether the Shares are
Restricted Shares or Transferable Shares) shall bear a legend in substantially the following form:




     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY,
MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, PLEDGED, HYPOTHECATED OR
OTHERWISE ENCUMBERED IN THE ABSENCE OF EITHER (1) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS OR (2) AN OPINION OF COUNSEL SATISFACTORY TO SUPERIOR OFFSHORE
INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.



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          (c) Upon the execution of this Agreement and receipt of any certificates for the Shares
pursuant to this Agreement, Employee (or Employee’s legal representative upon Employee’s death or
disability) will enter into such additional written representations, warranties and agreements as
the Company may reasonably request in order to comply with applicable securities laws or with this
Agreement .



     6. Employment Relationship. Employee shall be considered to be in the employment of
the Company as long as he remains as an employee of the Company or its Affiliates. Any questions
as to whether and when there has been a termination of such employment, and the cause of such
termination, shall be determined by the Committee (as defined in the Plan), with the advice of the
employing corporation (if an Affiliate of the Company), and the Company’s determination shall be
final. For purposes of this Agreement, “Affiliates” shall mean any “parent corporation” of the
Company and any “subsidiary corporation” of the Company within the meaning of Sections 424(e) and
(f), respectively, of the Internal Revenue Code of 1986, as amended.



     7. Binding Effect. The terms and conditions hereof shall, in accordance with their
terms, be binding upon, and inure to the benefit of, all successors of Employee, including, without
limitation, Employee’s estate and the executors, administrators, or trustees thereof, heirs and
legatees, and any receiver, trustee in bankruptcy, or representative of creditors of Employee.
This Agreement shall be binding upon and inure to the benefit of any successors to the Company.



     8. Notice. All notices, requests, demands and other communications given under or by
reason of this Agreement shall be in writing and shall be deemed given when delivered in person or
when mailed, by certified mail (return receipt requested), postage prepaid, addressed as follows
(or to such other address as a party may specify by notice pursuant to this provision):



	 	 	 	 	 	 	 
	 

	 	(a)
	 	To the Company:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Superior Offshore International, Inc.	 	 
	 

	 	 	 	900 S. College Road, Ste. 301	 	 
	 

	 	 	 	Lafayette, Louisiana 70503	 	 
	 

	 	 	 	Attn: General Counsel	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	with a copy to (which copy shall not constitute notice):	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Bracewell & Giuliani LLP	 	 
	 

	 	 	 	711 Louisiana Street, Suite 2300	 	 
	 

	 	 	 	Houston, Texas 77005	 	 
	 

	 	 	 	Attn: William S. Anderson	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	To the Employee:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






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     9. Arbitration. Any dispute or controversy arising under or in connection with this
Agreement shall be settled by binding arbitration in Houston, Texas by one arbitrator appointed in
the manner set forth by the American Arbitration Association. Any arbitration proceeding pursuant
to this paragraph shall be conducted in accordance with the Employment Dispute Resolution Rules of
the American Arbitration Association. Judgment may be entered on the arbitrators’ award in any
court having jurisdiction.



     10. Release. Employee hereby irrevocably releases the Company and each and every
affiliate, officer, member, shareholder, manager, director and employee of the Company (the
“Releasees”) from any claims, liabilities, costs, expenses, actions, suits or demands however
arising, whether at law or in equity, contingent, known or unknown, which the Employee or his
heirs, successors or assigns may have or assert against the Releasees as of the date of the
Effective Date in respect of any ownership interest in the Releasees or in connection with or
arising out of any employment relationship with the Releasees prior to the Effective Date
(including claims for breach of any contract relating to employment or compensation, or for
discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability,
sexual orientation, or any other unlawful criterion or circumstance); provided, however, that this
release shall not apply to the Employee’s rights to accrued but unpaid salary, accrued but unpaid
vacation and unpaid reimbursable expenses, in each case to the extent accrued prior to the
Effective Date; provided, further, that this release shall not apply to any rights, benefits,
obligations or restrictions arising under this Agreement [or the Employment Agreement] on or after
the Effective Date.



     11. Entire Agreement and Amendments. This Agreement [and the Employment Agreement]
constitute the entire agreement of the parties with regard to the subject matter hereof and thereof
and supersede all prior agreements and understandings, oral or written, between the parties with
respect to the subject matter hereof and thereof, and contain all the covenants, promises,
representations, warranties and agreements between the parties with respect to employment of
Employee by Company. Without limiting the scope of the preceding sentence, all understandings and
agreements between the Employee, on the one hand, and the Company or any of its shareholders or
officers, on the other hand, preceding the date of execution of this Agreement [and the Employment
Agreement] and relating to the subject matter hereof [or thereof] are hereby null and void and of
no further force and effect. This Agreement may be changed only by an agreement in writing signed
by the party against whom enforcement of any waiver, change, modification, extension or discharge
is sought.



     12. Separability. If any provision of the Agreement is rendered or declared illegal
or unenforceable by reason of any existing or subsequently enacted legislation or by the decision
of any arbitrator or by decree of a court of last resort, the parties shall promptly meet and
negotiate substitute provisions for those rendered or declared illegal or unenforceable to preserve
the original intent of this Agreement to the extent legally possible, but all other provisions of
this Agreement shall remain in full force and effect.



     13. [Dividends. Notwithstanding the provisions of Section 2(c), Employee shall not
receive any dividends declared by the Company prior to the Initial Public Offering that are paid
prior to or after the consummation of the Initial Public Offering. For the avoidance of doubt,
Employee understands and agrees that Employee will not receive any portion of the dividend



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referred to under the caption “Use of Proceeds” in the Prospectus filed by the Company with
the Securities and Exchange Commission.]




     14. [Certain Defined Terms. Certain terms used herein have definitions given to them
in the first place in which they are used. In addition, the terms “Cause”, “Disability” and “Good
Reason” shall have the meanings ascribed to such terms in the Employment Agreement. The term
“Initial Public Offering” shall mean an initial public offering of Common Stock by the Company
pursuant to an effective registration statement under the Securities Act of 1933, as amended.]



     15. Governing Law. The execution, validity, interpretation, and performance of this
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware
except to the extent pre-empted by federal law.



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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by one of its
officers thereunto duly authorized, and Employee has executed this Agreement, all as of the day and
year first above written.




	 	 	 	 	 
	 	SUPERIOR OFFSHORE INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	     Authorized Officer 	 
	 	 	 	 
	 
	 	EMPLOYEE

 	 
	 	 	 
	 	Name:  	 	 
	 	 	 
	 




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