SUPERIOR ENERGY SERVICES, INC.
2021 MANAGEMENT INCENTIVE PLAN
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the Agreement) is made, effective as of the 2nd day of June, 2021 (the Date of Grant), between Superior Energy Services, Inc., a Delaware corporation (the Company) and [●] (the Participant).
WHEREAS, the Company has adopted the Superior Energy Services, Inc. 2021 Management Incentive Plan (as it may be amended from time to time, the Plan) pursuant to which awards of restricted shares of Class B Common Stock of the Company (the Shares) may be granted; and
WHEREAS, the Board and Committee have determined that it is in the best interests of the Company and its shareholders to grant the award of restricted Shares provided for herein (the Restricted Stock Award) to the Participant in recognition of the Participants services to the Company, such grant to be subject to the terms set forth herein.
NOW, THEREFORE, in consideration for the services rendered by the Participant to the Company and the terms and conditions hereinafter set forth, the parties hereto agree as follows:
1. Grant of Restricted Stock Award. Pursuant to Section 9 of the Plan, the Company hereby issues to the Participant on the Date of Grant a Restricted Stock Award consisting of, in the aggregate, [●] Shares (hereinafter called the Restricted Shares) having the rights and subject to the restrictions set out in the Certificate of Incorporation, this Award Agreement and the Plan. The Restricted Shares shall vest in accordance with Section 4 hereof.
2. Incorporation by Reference. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Award Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Award Agreement shall have the definitions set forth in the Plan. The Committee shall have the authority to interpret and construe the Plan and this Award Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Award Agreement.
3. Restrictions. Except as otherwise provided in the Plan or this Award Agreement, the Restricted Shares may not, any time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall result in such Shares being automatically cancelled by the Company. In such case, all of the Participants rights to such Shares shall immediately terminate.
4. Vesting. Except as otherwise provided herein, the restrictions described in Section 3 above will lapse with respect to one-third of the Restricted Shares on each of April 1, 2022