UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2005
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction) |
0-20310 (Commission File Number) |
75-2379388 (IRS Employer Identification No.) |
| 1105 Peters Road, Harvey, Louisiana (Address of principal executive offices) |
70058 (Zip Code) |
(504) 362-4321
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 14, 2005, the Compensation Committee of
the Company’s Board of Directors approved the
execution of a Retention Agreement with Kenneth L.
Blanchard, the Company’s President and Chief
Operating Officer, to provide an additional
incentive for Mr. Blanchard to remain with the
Company in his current position. Pursuant to the
terms of the Retention Agreement, Mr. Blanchard and
the Company entered into a Restricted Stock
Agreement evidencing the award to Mr. Blanchard of
24,000 restricted shares of the Company’s common
stock under its 2005 Stock Incentive Plan. These shares will vest in equal annual installments of
8,000 shares on January 2, 2006, 2007 and 2008.
The foregoing descriptions of the Retention
Agreement and the Restricted Stock Agreement do
not purport to be complete and are qualified in
their entirety by reference to such agreements,
which are filed hereto as Exhibit 10.1 and Exhibit
10.2, respectively, and are incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
As previously disclosed, on
May 25, 2005, the Company’s
Board of Directors, at the
recommendation of its
Nominating and Corporate
Governance Committee,
approved the election of
Enoch L. Dawkins to serve as
lead director of the Board
until the 2006 Annual
Meeting of Stockholders.
On December 14, 2005, the
Company’s Board, at the
recommendation of the
Nominating and Corporate
Governance Committee,
approved paying Mr. Dawkins
an annual $10,000 retainer
for his service to the
Board in such capacity.
In accordance with General
Instruction B.2. of Form
8-K, the information
presented herein shall not
be deemed “filed” for
purposes of Section 18 of
the Securities Exchange Act
of 1934, as amended, nor
shall it be deemed
incorporated by reference
in any filing under the
Securities Act of 1933, as
amended, except as
expressly set forth by
specific reference in such
a filing.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. | ||
| 10.1 | Retention Agreement, dated December 14, 2005, between Superior Energy Services, Inc. and Kenneth L. Blanchard. | ||
| 10.2 | Restricted Stock Agreement, dated December 14, 2005, between Superior Energy Services, Inc. and Kenneth L. Blanchard. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUPERIOR ENERGY SERVICES, INC. | ||||||
| By: | /s/ Robert S. Taylor | |||||
| Chief Financial Officer | ||||||
Dated: December 15, 2005 |
||||||
Index To Exhibits
| 10.1 | Retention Agreement, dated December 14, 2005, between Superior Energy Services, Inc. and Kenneth L. Blanchard. | |
| 10.2 | Restricted Stock Agreement, dated December 14, 2005, between Superior Energy Services, Inc. and Kenneth L. Blanchard. |
Exhibit 10.1
RETENTION AGREEMENT
This Retention Agreement (this “Agreement”) is made and entered into effective as of December
14, 2005, by and between Superior Energy Services, Inc., a Delaware corporation (the “Company”),
and Kenneth L. Blanchard (the “Executive”).
WHEREAS, the Executive serves as President and Chief Operating Officer of the Company; and
WHEREAS, the Compensation Committee has determined that the retention of the Executive is
important to the successful and efficient operation of the Company’s executive management team and
the Compensation Committee desires to provide an additional incentive to Executive to remain with
the Company in his current position.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the Company and Executive hereby agree as follows:
Section 1. Continued Employment. Subject to the terms and conditions of this
Agreement, the Company shall provide Executive with the retention benefit set forth in Section 2.
Section 2. Retention Benefit. In order to induce the Executive to remain actively
employed with the Company, the Company shall provide the Executive with the restricted stock award
pursuant to the form of restricted stock agreement attached hereto as Exhibit “A.”
Section 3. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date stated
above.
| SUPERIOR ENERGY SERVICES, INC. | ||||||
| By: | /s/ Terence E. Hall | |||||
| Terence E. Hall | ||||||
| Chairman and Chief Executive Officer | ||||||
| /s/ Kenneth L. Blanchard | ||||||
| Kenneth L. Blanchard | ||||||
Exhibit A
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of December ___, 2005,
by and between Superior Energy Services, Inc. (“Superior”) and Kenneth L. Blanchard (“Award
Recipient”).
WHEREAS, Superior maintains the 2005 Stock Incentive Plan (the “Plan”), under which the
Compensation Committee of the Board of Directors of Superior (the “Committee”) may, directly or
indirectly, among other things, grant restricted shares of Superior’s common stock, $.001 par value
per share (the “Common Stock”), to key employees of Superior or its subsidiaries (collectively, the
“Company”); and
WHEREAS, pursuant to the Plan the Committee has awarded to the Award Recipient restricted
shares of Common Stock on the terms and conditions specified below;
NOW, THEREFORE, the parties agree as follows:
1.
AWARD OF SHARES
AWARD OF SHARES
Upon the terms and conditions of the Plan and this Agreement, Superior as of the date of this
Agreement hereby awards to the Award Recipient 24,000 restricted shares of Common Stock (the
“Restricted Stock”), that vest, subject to Sections 2, 3 and 4 hereof, in installments as follows:
| Scheduled Vesting Date | Number of Shares of Restricted Stock | |||
January 2, 2006 |
8,000 | |||
January 2, 2007 |
8,000 | |||
January 2, 2008 |
8,000 | |||
2.
AWARD RESTRICTIONS ON
RESTRICTED STOCK
AWARD RESTRICTIONS ON
RESTRICTED STOCK
2.1 In addition to the conditions and restrictions provided in the Plan, neither the shares of
Restricted Stock nor the right to vote the Restricted Stock, to receive dividends thereon or to
enjoy any other rights or interests thereunder or hereunder may be sold, assigned, donated,
transferred, exchanged, pledged, hypothecated or otherwise encumbered prior to vesting. Subject to
the restrictions on transfer provided in this Section 2.1, the Award Recipient shall be entitled to
all rights of a shareholder of Superior with respect to the Restricted Stock, including the right
to vote the shares and receive all dividends and other distributions declared thereon.
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2.2 If the shares of Restricted Stock have not already vested in accordance with Section 1
above, the shares of Restricted Stock shall vest and all restrictions set forth in Section 2.1
shall lapse on the earlier of: (a) the date on which the employment of the Award Recipient
terminates as a result of any of the events specified in Sections 3(i) or (ii) below, or (b) if
permitted by the Committee in accordance with Section 3 below, retirement or termination by the
Company, or (c) the occurrence of a Change of Control (as defined in the Plan).
3.
TERMINATION OF EMPLOYMENT
TERMINATION OF EMPLOYMENT
If the Award Recipient’s employment terminates as the result of (i) death or (ii) disability
within the meaning of the Employment Agreement dated February 25, 2005 between the Company and
Award Recipient, all unvested shares of Restricted Stock granted hereunder shall immediately vest.
Unless the Committee determines otherwise in the case of retirement of the Award Recipient or
termination by the Company of the Award Recipient’s employment, termination of employment for any
other reason, except termination upon a Change of Control (as defined in the Plan), shall
automatically result in the termination and forfeiture of all unvested Restricted Stock.
4.
FORFEITURE OF AWARD
FORFEITURE OF AWARD
4.1 If at any time during Award Recipient’s employment by the Company or within 36 months
after termination of employment, Award Recipient engages in any activity in competition with any
activity of the Company, or inimical, contrary or harmful to the interests of the Company,
including but not limited to:
(a) conduct relating to Award Recipient’s employment for which either criminal or civil
penalties against Award Recipient may be sought;
(b) conduct or activity that results in termination of Award Recipient’s employment for
Cause;
(c) violation of Company policies, including, without limitation, the Company’s Code of
Business Ethics and Conduct;
(d) accepting employment with, acquiring a 5% or more equity or participation interest
in, serving as a consultant, advisor, director or agent of, directly or indirectly
soliciting or recruiting any employee of the Company who was employed at any time during
Award Recipient’s tenure with the Company, or otherwise assisting in any other capacity or
manner any company or enterprise that is directly or indirectly in competition with or
acting against the interests of the Company or any of its lines of business (a
“competitor”), except for (i) any isolated, sporadic accommodation or assistance provided to
a competitor, at its request, by Award Recipient during Award Recipient’s tenure with the
Company, but only if provided in the good faith and reasonable belief that such action would
benefit the Company by promoting good business relations with the competitor and would not
harm the Company’s interests in
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any
substantial manner or (ii) any other service or assistance that is provided at the
request or with the written permission of the Company;
(e) disclosing or misusing any confidential information or material concerning the
Company; or
(f) making any statement or disclosing any information to any customers, suppliers,
lessors, lessees, licensors, licensees, regulators, employees or others with whom the
Company engages in business that is defamatory or derogatory with respect to the business,
operations, technology, management, or other employees of the Company, or taking any other
action that could reasonably be expected to injure the Company in its business relationships
with any of the foregoing parties or result in any other detrimental effect on the Company;
then the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited
effective on the date on which the Award Recipient breaches this Section 4.1 and (i) all shares of
Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into
which such shares have been converted or exchanged) shall be returned to the Company or, if no
longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest,
all cash, securities or other assets received by the Award Recipient upon the sale or transfer of
such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award
Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law,
deduct such amount from any amounts the Company owes the Award Recipient from time to time for any
reason (including without limitation amounts owed to the Award Recipient as salary, wages,
reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay).
Whether or not the Company elects to make any such set-off in whole or in part, if the Company does
not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient
hereby agrees to pay immediately the unpaid balance to the Company.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections
4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in
the best interests of the Company.
5.
STOCK CERTIFICATES
STOCK CERTIFICATES
5.1 Any stock certificates evidencing the Restricted Stock shall be retained by Superior until
the lapse of restrictions under the terms hereof. Superior shall place a legend, in the form
specified in the Plan, on any stock certificates restricting the transferability of the shares of
Restricted Stock.
5.2 Upon the lapse of restrictions on shares of Restricted Stock if requested by the Award
Recipient, Superior shall cause a stock certificate without a restrictive legend to be issued with
respect to the vested Restricted Stock in the name of the Award Recipient or his or her
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nominee within 10 days. Upon receipt of such stock certificate, the Award Recipient is free
to hold or dispose of the shares represented by such certificate, subject to applicable securities
laws.
6.
WITHHOLDING TAXES
WITHHOLDING TAXES
At the time that all or any portion of the Restricted Stock vests, the Award Recipient must
deliver to Superior the amount of income tax withholding required by law. In accordance with and
subject to the terms of the Plan, the Award Recipient may satisfy the tax withholding obligation in
whole or in part by delivering currently owned shares of Common Stock or by electing to have
Superior withhold from the shares the Award Recipient otherwise would receive hereunder shares of
Common Stock having a value equal to the minimum amount required to be withheld (as determined
under the Plan).
7.
ADDITIONAL CONDITIONS
ADDITIONAL CONDITIONS
Anything in this Agreement to the contrary notwithstanding, if at any time Superior further
determines, in its sole discretion, that the listing, registration or qualification (or any
updating of any such document) of the shares of Common Stock issuable pursuant hereto is necessary
on any securities exchange or under any federal or state securities or blue sky law, or that the
consent or approval of any governmental regulatory body is necessary or desirable as a condition
of, or in connection with the issuance of shares of Common Stock pursuant thereto, or the removal
of any restrictions imposed on such shares, such shares of Common Stock shall not be issued, in
whole or in part, or the restrictions thereon removed, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to Superior. Superior agrees to use commercially reasonable efforts to issue all shares
of Common Stock issuable hereunder on the terms provided herein.
8.
NO CONTRACT OF EMPLOYMENT INTENDED
NO CONTRACT OF EMPLOYMENT INTENDED
Nothing in this Agreement shall confer upon the Award Recipient any right to continue in the
employment of the Company, or to interfere in any way with the right of the Company to terminate
the Award Recipient’s employment relationship with the Company at any time.
9.
BINDING EFFECT
BINDING EFFECT
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, legal representatives and successors. Without
limiting the generality of the foregoing, whenever the term “Award Recipient” is used in any
provision of this Agreement under circumstances where the provision appropriately applies to the
heirs, executors, administrators or legal representatives to whom this award may be transferred by
will or by the laws of descent and distribution, the term “Award Recipient” shall be deemed to
include such person or persons.
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10.
INCONSISTENT PROVISIONS
INCONSISTENT PROVISIONS
The shares of Restricted Stock granted hereby are subject to the terms, conditions,
restrictions and other provisions of the Plan as fully as if all such provisions were set forth in
their entirety in this Agreement. If any provision of this Agreement conflicts with a provision of
the Plan, the Plan provision shall control. The Award Recipient acknowledges that a copy of the
Plan and a prospectus summarizing the Plan was distributed or made available to the Award Recipient
and that the Award Recipient was advised to review such materials prior to entering into this
Agreement. The Award Recipient waives the right to claim that the provisions of the Plan are not
binding upon the Award Recipient and the Award Recipient’s heirs, executors, administrators, legal
representatives and successors.
11.
GOVERNING LAW
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
Louisiana.
12.
SEVERABILITY
SEVERABILITY
If any term or provision of this Agreement, or the application thereof to any person or
circumstance, shall at any time or to any extent be invalid, illegal or unenforceable in any
respect as written, the Award Recipient and Superior intend for any court construing this Agreement
to modify or limit such provision so as to render it valid and enforceable to the fullest extent
allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so
as to not affect any other term or provision hereof, and the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than those as to which it
is held invalid, illegal or unenforceable, shall not be affected thereby and each term and
provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
13.
ENTIRE AGREEMENT; MODIFICATION
ENTIRE AGREEMENT; MODIFICATION
13.1 The Plan and this Agreement contain the entire agreement between the parties with respect
to the subject matter contained herein and may not be modified, except as provided in the Plan, as
it may be amended from time to time in the manner provided therein, or in this Agreement, as it may
be amended from time to time by a written document signed by each of the parties hereto. Any oral
or written agreements, representations, warranties, written inducements, or other communications
with respect to the subject matter contained herein made prior to the execution of the Agreement
shall be void and ineffective for all purposes.
13.2 By Award Recipient’s signature below, Award Recipient represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this Agreement subject to
all of the terms and provisions thereof. Award Recipient has reviewed the Plan and this Agreement
in their entirety and fully understands all provisions of this Agreement. Award Recipient agrees
to
A-5
accept as binding, conclusive and final all decisions or interpretations of the Committee upon
any questions arising under the Plan or this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered on the day and year first above written.
| SUPERIOR ENERGY SERVICES, INC. | ||||||
| By: | ||||||
| Terence E. Hall | ||||||
| Chairman and Chief Executive Officer | ||||||
| Kenneth L. Blanchard | ||||||
A-6
Exhibit 10.2
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of December 14, 2005, by
and between Superior Energy Services, Inc. (“Superior”) and Kenneth L. Blanchard (“Award
Recipient”).
WHEREAS, Superior maintains the 2005 Stock Incentive Plan (the “Plan”), under which the
Compensation Committee of the Board of Directors of Superior (the “Committee”) may, directly or
indirectly, among other things, grant restricted shares of Superior’s common stock, $.001 par value
per share (the “Common Stock”), to key employees of Superior or its subsidiaries (collectively, the
“Company”); and
WHEREAS, pursuant to the Plan the Committee has awarded to the Award Recipient restricted
shares of Common Stock on the terms and conditions specified below;
NOW, THEREFORE, the parties agree as follows:
1.
AWARD OF SHARES
AWARD OF SHARES
Upon the terms and conditions of the Plan and this Agreement, Superior as of the date of this
Agreement hereby awards to the Award Recipient 24,000 restricted shares of Common Stock (the
“Restricted Stock”), that vest, subject to Sections 2, 3 and 4 hereof, in installments as follows:
| Scheduled Vesting Date | Number of Shares of Restricted Stock | |||
January 2, 2006
|
8,000 | |||
January 2, 2007
|
8,000 | |||
January 2, 2008
|
8,000 | |||
2.
AWARD RESTRICTIONS ON
RESTRICTED STOCK
AWARD RESTRICTIONS ON
RESTRICTED STOCK
2.1 In addition to the conditions and restrictions provided in the Plan, neither the shares of
Restricted Stock nor the right to vote the Restricted Stock, to receive dividends thereon or to
enjoy any other rights or interests thereunder or hereunder may be sold, assigned, donated,
transferred, exchanged, pledged, hypothecated or otherwise encumbered prior to vesting. Subject to
the restrictions on transfer provided in this Section 2.1, the Award Recipient shall be entitled to
all rights of a shareholder of Superior with respect to the Restricted Stock, including the right
to vote the shares and receive all dividends and other distributions declared thereon.
2.2 If the shares of Restricted Stock have not already vested in accordance with Section 1
above, the shares of Restricted Stock shall vest and all restrictions set forth in Section 2.1
shall lapse on the earlier of: (a) the date on which the employment of the Award Recipient
terminates as a result of any of the events specified in Sections 3(i) or (ii) below, or (b)
if permitted by the Committee in accordance with Section 3 below, retirement or termination by the
Company, or (c) the occurrence of a Change of Control (as defined in the Plan).
3.
TERMINATION OF EMPLOYMENT
TERMINATION OF EMPLOYMENT
If the Award Recipient’s employment terminates as the result of (i) death or (ii) disability
within the meaning of the Employment Agreement dated February 25, 2005 between the Company and
Award Recipient, all unvested shares of Restricted Stock granted hereunder shall immediately vest.
Unless the Committee determines otherwise in the case of retirement of the Award Recipient or
termination by the Company of the Award Recipient’s employment, termination of employment for any
other reason, except termination upon a Change of Control (as defined in the Plan), shall
automatically result in the termination and forfeiture of all unvested Restricted Stock.
4.
FORFEITURE OF AWARD
FORFEITURE OF AWARD
4.1 If at any time during Award Recipient’s employment by the Company or within 36 months
after termination of employment, Award Recipient engages in any activity in competition with any
activity of the Company, or inimical, contrary or harmful to the interests of the Company,
including but not limited to:
(a) conduct relating to Award Recipient’s employment for which either criminal or civil
penalties against Award Recipient may be sought;
(b) conduct or activity that results in termination of Award Recipient’s employment for
Cause;
(c) violation of Company policies, including, without limitation, the Company’s Code of
Business Ethics and Conduct;
(d) accepting employment with, acquiring a 5% or more equity or participation interest
in, serving as a consultant, advisor, director or agent of, directly or indirectly
soliciting or recruiting any employee of the Company who was employed at any time during
Award Recipient’s tenure with the Company, or otherwise assisting in any other capacity or
manner any company or enterprise that is directly or indirectly in competition with or
acting against the interests of the Company or any of its lines of business (a
“competitor”), except for (i) any isolated, sporadic accommodation or assistance provided to
a competitor, at its request, by Award Recipient during Award Recipient’s tenure with the
Company, but only if provided in the good faith and reasonable belief that such action would
benefit the Company by promoting good business relations with the competitor and would not
harm the Company’s interests in any substantial manner or (ii) any other service or
assistance that is provided at the request or with the written permission of the Company;
(e) disclosing or misusing any confidential information or material concerning the
Company; or
(f) making any statement or disclosing any information to any customers, suppliers,
lessors, lessees, licensors, licensees, regulators, employees or others with whom the
Company engages in business that is defamatory or derogatory with respect to the business,
operations, technology, management, or other employees of the Company, or taking any other
action that could reasonably be expected to injure the Company in its business relationships
with any of the foregoing parties or result in any other detrimental effect on the Company;
then the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited
effective on the date on which the Award Recipient breaches this Section 4.1 and (i) all shares of
Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into
which such shares have been converted or exchanged) shall be returned to the Company or, if no
longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest,
all cash, securities or other assets received by the Award Recipient upon the sale or transfer of
such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award
Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law,
deduct such amount from any amounts the Company owes the Award Recipient from time to time for any
reason (including without limitation amounts owed to the Award Recipient as salary, wages,
reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay).
Whether or not the Company elects to make any such set-off in whole or in part, if the Company does
not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient
hereby agrees to pay immediately the unpaid balance to the Company.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections
4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in
the best interests of the Company.
5.
STOCK CERTIFICATES
STOCK CERTIFICATES
5.1 Any stock certificates evidencing the Restricted Stock shall be retained by Superior until
the lapse of restrictions under the terms hereof. Superior shall place a legend, in the form
specified in the Plan, on any stock certificates restricting the transferability of the shares of
Restricted Stock.
5.2 Upon the lapse of restrictions on shares of Restricted Stock if requested by the Award
Recipient, Superior shall cause a stock certificate without a restrictive legend to be issued with
respect to the vested Restricted Stock in the name of the Award Recipient or his or her nominee
within 10 days. Upon receipt of such stock certificate, the Award Recipient is free to hold or
dispose of the shares represented by such certificate, subject to applicable securities laws.
6.
WITHHOLDING TAXES
WITHHOLDING TAXES
At the time that all or any portion of the Restricted Stock vests, the Award Recipient must
deliver to Superior the amount of income tax withholding required by law. In accordance with and
subject to the terms of the Plan, the Award Recipient may satisfy the tax withholding obligation in
whole or in part by delivering currently owned shares of Common Stock or by electing to have
Superior withhold from the shares the Award Recipient otherwise would receive hereunder shares of
Common Stock having a value equal to the minimum amount required to be withheld (as determined
under the Plan).
7.
ADDITIONAL CONDITIONS
ADDITIONAL CONDITIONS
Anything in this Agreement to the contrary notwithstanding, if at any time Superior further
determines, in its sole discretion, that the listing, registration or qualification (or any
updating of any such document) of the shares of Common Stock issuable pursuant hereto is necessary
on any securities exchange or under any federal or state securities or blue sky law, or that the
consent or approval of any governmental regulatory body is necessary or desirable as a condition
of, or in connection with the issuance of shares of Common Stock pursuant thereto, or the removal
of any restrictions imposed on such shares, such shares of Common Stock shall not be issued, in
whole or in part, or the restrictions thereon removed, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to Superior. Superior agrees to use commercially reasonable efforts to issue all shares
of Common Stock issuable hereunder on the terms provided herein.
8.
NO CONTRACT OF EMPLOYMENT INTENDED
NO CONTRACT OF EMPLOYMENT INTENDED
Nothing in this Agreement shall confer upon the Award Recipient any right to continue in the
employment of the Company, or to interfere in any way with the right of the Company to terminate
the Award Recipient’s employment relationship with the Company at any time.
9.
BINDING EFFECT
BINDING EFFECT
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, legal representatives and successors. Without
limiting the generality of the foregoing, whenever the term “Award Recipient” is used in any
provision of this Agreement under circumstances where the provision appropriately applies to the
heirs, executors, administrators or legal representatives to whom this award may be transferred by
will or by the laws of descent and distribution, the term “Award Recipient” shall be deemed to
include such person or persons.
10.
INCONSISTENT PROVISIONS
INCONSISTENT PROVISIONS
The shares of Restricted Stock granted hereby are subject to the terms, conditions,
restrictions and other provisions of the Plan as fully as if all such provisions were set forth in
their entirety in this Agreement. If any provision of this Agreement conflicts with a provision of
the Plan, the Plan provision shall control. The Award Recipient acknowledges that a copy of the
Plan and a prospectus summarizing the Plan was distributed or made available to the Award Recipient
and that the Award Recipient was advised to review such materials prior to entering into this
Agreement. The Award Recipient waives the right to claim that the provisions of the Plan are not
binding upon the Award Recipient and the Award Recipient’s heirs, executors, administrators, legal
representatives and successors.
11.
GOVERNING LAW
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
Louisiana.
12.
SEVERABILITY
SEVERABILITY
If any term or provision of this Agreement, or the application thereof to any person or
circumstance, shall at any time or to any extent be invalid, illegal or unenforceable in any
respect as written, the Award Recipient and Superior intend for any court construing this Agreement
to modify or limit such provision so as to render it valid and enforceable to the fullest extent
allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so
as to not affect any other term or provision hereof, and the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than those as to which it
is held invalid, illegal or unenforceable, shall not be affected thereby and each term and
provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
13.
ENTIRE AGREEMENT; MODIFICATION
ENTIRE AGREEMENT; MODIFICATION
13.1 The Plan and this Agreement contain the entire agreement between the parties with respect
to the subject matter contained herein and may not be modified, except as provided in the Plan, as
it may be amended from time to time in the manner provided therein, or in this Agreement, as it may
be amended from time to time by a written document signed by each of the parties hereto. Any oral
or written agreements, representations, warranties, written inducements, or other communications
with respect to the subject matter contained herein made prior to the execution of the Agreement
shall be void and ineffective for all purposes.
13.2 By Award Recipient’s signature below, Award Recipient represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this Agreement subject to
all of the terms and provisions thereof. Award Recipient has reviewed the Plan and this Agreement
in their entirety and fully understands all provisions of this Agreement. Award Recipient agrees
to
accept as binding, conclusive and final all decisions or interpretations of the Committee upon
any questions arising under the Plan or this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered on the day and year first above written.
| SUPERIOR ENERGY SERVICES, INC. | ||||||
| By: | /s/ Terence E. Hall | |||||
| Terence E. Hall | ||||||
| Chairman and Chief Executive Officer | ||||||
| /s/ Kenneth L. Blanchard | ||||||
| Kenneth L. Blanchard | ||||||