Exhibit 10.18
PHX MINERALS INC.
AMENDED
2010 RESTRICTED STOCK PLAN
March 5, 2014
APPENDIX A
TABLE OF CONTENTS
Section 1. Introduction | 1 | ||
| 1.1. | Purpose of the Plan | 1 |
| 1.2. | Nature of Sales of Restricted Stock | 1 |
| 1.3. | Effective Date and Term of Plan | 1 |
Section 2. Definitions And Construction | 1 | ||
| 2.1. | Definitions | 1 |
| 2.2. | Construction | 2 |
Section 3. Eligibility | 2 | ||
| 3.1. | In General | 2 |
Section 4. Administration Of The Plan | 2 | ||
| 4.1. | In General | 2 |
Section 5. Shares Subject To The Plan | 3 | ||
| 5.1. | Number of Shares | 3 |
Section 6. Restricted Stock | 3 | ||
| 6.1. | Sale of Restricted Stock | 3 |
| 6.2. | The Restricted Period | 3 |
| 6.3. | Escrow | 3 |
| 6.4. | Dividends | 4 |
| 6.5. | Repurchase of Restricted Stock | 4 |
| 6.6. | Expiration of Restricted Period | 4 |
| 6.7. | Rights as a Shareholder | 4 |
Section 7. Adjustments | 4 | ||
| 7.1. | Changes in Capitalization | 4 |
Section 8. Change In Control | 4 | ||
| 8.1. | Consequences of a Change In Control on Restricted Stock | 4 |
| 8.2. | Change In Control Defined | 5 |
Section 9. General Provisions | 5 | ||
| 9.1. | Transferability of Restricted Stock | 5 |
| 9.2. | Termination of Status | 5 |
| 9.3. | Withholding | 5 |
| 9.4. | Other Conditions on Delivery of Stock | 6 |
Section 10. Miscellaneous | 6 | ||
| 10.1. | No Right to Continued Employment | 6 |
| 10.2. | Amendment | 6 |
| 10.3. | Compliance with Code Section 409A | 6 |
| 10.4. | Governing Law | 6 |
(i)
AMENDED
2010 RESTRICTED STOCK PLAN SECTION 1. INTRODUCTION
SECTION 2. DEFINITIONS AND CONSTRUCTION
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3.1. In General. Any natural person is eligible to purchase Restricted Stock if such individual is a current officer or director of the Company or any of the Company’s present or future subsidiary entities as determined by the Compensation Committee.
SECTION 4. ADMINISTRATION OF THE PLAN
(a) | The Plan will be administered by the Compensation Committee. The Compensation Committee shall have authority to determine the Participants and terms and conditions of any Sale of Restricted Stock, and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. |
(b) | The Compensation Committee shall have full discretionary authority to construe and interpret the terms of the Plan and any Stock Restriction Agreement, and to determine all facts necessary to administer the Plan and any Stock Restriction Agreement. The Compensation Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Stock Restriction Agreement in the manner and to the extent it shall deem necessary or advisable. |
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All decisions by the Compensation Committee shall be made in its sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any purchase of Restricted Stock. No director or person acting pursuant to the authority delegated by the Compensation Committee shall be liable for any action or determination relating to or under the Plan made in good faith. |
SECTION 5. SHARES SUBJECT TO THE PLAN
(a) | Subject to adjustment under Section 7.1, Sales of Restricted Stock may be made under the Plan for up to 750,000 Shares. |
(b) | If Shares sold hereunder are repurchased by the Company prior to the vesting of such Shares the repurchased Shares shall again be available for sale by the Company to officers under the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. |
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7.1. Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Shares other than an ordinary cash dividend, (a) the number and class of securities available under this Plan, (b) the number of Shares sold under this Plan and (c) the price payable to a Participant upon the Repurchase, shall be equitably adjusted in the manner determined by the Compensation Committee.
8.1. Consequences of a Change In Control on Restricted Stock. Upon the occurrence of a Change In Control, except to the extent specifically provided to the contrary in the applicable Stock Restriction Agreement, all restrictions and conditions on all Restricted Stock then outstanding shall automatically lapse and be deemed terminated or satisfied, as applicable.
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