Form of Stock Unit / Restricted Stock agreement for James R. Gibbs

2. Performance Goals/Restricted Stock Grants.  If, and to the extent, the Performance Goal applicable to a Tranche of Stock Units is achieved and certified by the Committee (as set forth on Attachment A), at the end of the Performance Period you will receive, in cancellation of and in exchange for your Stock Units subject to that Tranche, a number of shares of Restricted Stock (except with respect to the Tranche C Stock Units for which you will receive fully vested shares of Company Stock (“Vested Shares”) instead of Restricted Stock) equal to the product of the applicable Stock Units earned percentage set forth in Item I on Attachment A and the number of Stock Units granted to you with respect to that Tranche.  If the Threshold for a particular Tranche is not achieved for the Performance Period, all Stock Units that are subject to that Tranche will automatically be cancelled without payment at the end of the Performance Period.

3.           Vesting.  To the extent Stock Units are earned with respect to Tranche A or Tranche B and shares of Restricted Stock are granted to you at the end of the Performance Period, then, subject to the further provisions of this Agreement, those shares of Restricted Stock will vest as follows:  one-third on June 30, 2009, one-third on June 30, 2010 and the final one-third on June 30, 2011. Shares issued with respect to Stock Units that are subject to Tranche C will be Vested Shares.

Notwithstanding the above vesting schedule, upon the occurrence of any of the following events during the Vesting Period (the period beginning January 1, 2009 and ending June 30, 2011), all shares of Restricted Stock then outstanding, if any, shall become vested or forfeitable, as the case may be, as provided below:

For purposes of this Agreement, “employment with the Company” shall include being an employee or a Director of, or a Consultant to, the Company or an Affiliate.

4. Dividend Equivalents.  If you receive a grant of Restricted Stock or are paid Vested Shares pursuant to Section 2, then, on or as soon as practicable following the vesting of a share of Restricted Stock (but not later than 2½ months after such vesting date), or the receipt of the Vested Shares, as the case may be, the Company shall pay you (i) an amount of cash equal to the value of all cash dividends the Company has paid with respect to a share of Company stock during the period beginning on the Date of Grant and ending on the date the share of Restricted Stock became vested or the Vested Share was issued (the “Dividend Period”) and (ii) a number of Shares equal to the number of stock dividends paid during the Dividend Period with respect to a Share.  Dividend equivalents (cash or stock) shall not be payable with respect to any Stock Unit that is not earned or any share of Restricted Stock that is forfeited.

5. Nontransferability of Award.  The Stock Units and any shares of Restricted Stock granted to you may not be transferred in any manner otherwise than by will or by the laws of descent or distribution.  The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.

6. Entire Agreement; Governing Law.  The Plan is incorporated herein by reference.  The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and, except as expressly provided in this Agreement, supersede in their entirety all prior undertakings and agreements between you and the Company with respect to the same.  This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Texas.

7. Withholding of Tax.  To the extent that the vesting or payment of Stock Units, Restricted Stock, Vested Shares or payment of a dividend equivalent results in the receipt of compensation by you with respect to which the Company or an Affiliate has a tax withholding obligation pursuant to applicable law, unless other arrangements have been made by you that are acceptable to the Company or such Affiliate, you shall deliver to the Company or an Affiliate such amount of money as the Company or an Affiliate may require to meet its withholding obligations under such applicable law; provided, however, you may direct the Company to withhold such number of Shares that would otherwise be delivered to you hereunder upon vesting that have an aggregate fair market value that does not exceed the amount of taxes required to be withheld by the Company or an Affiliate.  No delivery of Shares shall be made pursuant to this Agreement until you have paid or made arrangements approved by the Company or an Affiliate to satisfy in full the applicable tax withholding requirements of the Company or an Affiliate.

8. Amendment.  This Agreement may be modified only by a written agreement signed by you and an officer of the Company who is expressly authorized by the Company to execute such document; provided, however, notwithstanding the foregoing, the Company may make any change to this agreement without your consent if such change is not materially adverse to your rights under this Agreement.

9. General.  By accepting this grant, you agree that the Stock Units, shares of Restricted Stock, if granted, and vested Stock are granted or issued under and governed by the terms and conditions of the Plan and this Agreement.  In the event of any conflict, the terms of the Plan shall control.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

10. Change of Control and/or Severance Agreement.  Notwithstanding anything in this Agreement to the contrary, the terms of any Change of Control and/or Severance Agreement between you and the Company in effect on the Date of Grant are incorporated herein by reference and to the extent such agreement continues to be in effect on any relevant date hereunder, shall control over any provisions in this Agreement in conflict with the terms of such Change of Control and/or Severance Agreement.

If, during the Performance Period, there is change in accounting standards required by the Financial Accounting Standards Board, the performance goals in the above tables A & B shall be adjusted as appropriate to disregard the effect of such change.

In the event of an acquisition or disposition of a business operation by the Company or an Affiliate during the Performance Year, or any other Extraordinary Item(s) (as determined for GAAP purposes and reflected in the Company’s Annual Report to Stockholders) during the Performance Period, for purposes of comparing results with the performance goals for the Performance Period, the actual results and the dollar amount of the performance goals shall exclude the effect of such acquisition, disposition or other Extraordinary Item(s) (applies to tables A and B only).

If a Peer company ceases to be publicly traded during the three-year Performance Period, such company shall be excluded from the calculation.

Notwithstanding the foregoing, however, an adjustment pursuant to this Section II may be made only to the extent the adjustment does not cause the award to cease to qualify as a “performance-based” award under IRC Section 162(m) and applicable Treasury regulations thereunder.

As soon as reasonably practical following the end of the Performance Period, the Committee shall review the Performance Goal results for the Performance Period (as adjusted by the Company, if applicable) and certify those results in writing.  No cash payments, shares of Restricted Stock or Vested Shares shall become paid or issuable to you prior to the Committee’s certification.  However, Committee certification shall not apply in the event of a Change of Control.