EXHIBIT 10.9
AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1997 STOCK INCENTIVE PLAN
-------------------------
THIS AGREEMENT is entered into this _____ day of _________________, 1998,
between Cross Timbers Oil Company, a Delaware corporation (herein called
"Company"), and __________________________ (herein called "Grantee"), pursuant
to the provisions of the Cross Timbers Oil Company 1997 Stock Incentive Plan, as
amended (herein called the "Plan"). The Compensation Committee of the Board of
Directors of the Company has determined that Grantee is eligible to participate
as a Grantee under the Plan and, to carry out its purposes, has this day
authorized the grant, pursuant to the Plan, of the options set forth below to
Grantee.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties do hereby agree as follows:
1. GRANT OF OPTIONS. Subject to all of the terms, conditions, and
provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee options under the Plan pursuant to which Grantee shall have the right
and option under the Plan to purchase from the Company all or any part of an
aggregate of ____________________ shares of the common stock of the Company, of
the par value of one cent ($0.01) per share ("Common Stock"), which shares shall
consist of authorized but unissued shares or issued shares reacquired by the
Company. Such options are not intended to be Incentive Stock Options, as
defined in the Plan.
2. OPTION PRICE. The option or purchase price payable by Grantee to the
Company in exercise of this option shall be $__________________ per share, being
the fair market value of the Common Stock of the Company on this date (the
"Grant Date") as determined according to the Plan. Upon exercise of this
option, Grantee must pay to the Company, in full, the option price for the
shares of Common Stock issuable pursuant to such exercise with cash. Grantee
may also pay to the Company, in full, the option price with Common Stock owned
by Grantee on the date of exercise or Common Stock acquired pursuant to such
exercise, provided that Grantee provides satisfactory evidence, in the opinion
of the Secretary or any Assistant Secretary of the Company, that Grantee
directly owns on the date of exercise shares of Common Stock sufficient to pay
the option price, and that the Grantee has owned such shares for six months or
more (such Common Stock being valued at fair market value on the date of such
exercise).
3. EXERCISE PERIOD.
(a) One-fifth of the options granted on a Grant Date will become
exercisable on each of the first, second, third, fourth, and fifth
anniversaries of such Grant Date. Alternatively, one-half of the
total number of options granted will become exercisable when the
Common Stock closes on the New York Stock Exchange at or above $______
per share. If the Common Stock closes on the New York Stock Exchange
at or above $______ per share, then the remaining options granted will
become exercisable. If the Common Stock is not listed on the New York
Stock Exchange, then any reference in this
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Agreement to the New York Stock Exchange will be deemed to be the
principal securities exchange on which the Common Stock is traded.
(b) The right to exercise options will be cumulative. An option must be
exercised in multiples of 10% of the options then exercisable.
(c) Any options which remain unexercised on the tenth anniversary of the
Grant Date will expire.
(d) Options may be exercised only if the Common Stock is duly registered
under the Securities Act of 1933 and applicable state securities laws,
or unless the issuance is exempt from such registrations.
4. NO EMPLOYMENT COMMITMENT. Grantee acknowledges that neither the grant
of options nor the execution of this Agreement by the Company shall be
interpreted or construed as imposing upon the Company an obligation to retain
Grantee's services for any stated period of time, which employment shall
continue to be at the pleasure of the Company at such compensation as it shall
determine, unless otherwise provided in a written employment agreement.
5. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that:
(a) With respect to the calendar year in which such options are exercised,
Grantee shall include in his gross income for federal income tax
purposes the amount, if any, by which the fair market value of the
stock on the date of exercise as determined in Section 6.7(b) of the
Plan exceeds the option price;
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(b) The grant of options is special incentive compensation which shall not
be taken into account as "wages" or "salary" in determining the amount
of payment or benefit to Grantee under any pension, thrift, stock, or
deferred compensation plan of the Company; and
(c) In behalf of Grantee's beneficiary, such grant shall not affect the
amount of any life insurance coverage available to such beneficiary
under any life insurance plan covering employees of the Company or any
subsidiary.
6. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, the
options herein granted by the Company to Grantee are granted subject to all of
the terms, conditions, and provisions of the Plan. Grantee hereby acknowledges
receipt of a copy of the Plan certified by the Secretary of the Company, and the
parties agree that the entire text of such Plan be, and it is hereby
incorporated herein by reference as fully as if copied herein in full.
Reference to such Plan is therefore made for a full description of the rights
and methods of exercise of the options, the effect of Grantee's termination of
employment, the adjustments to be made in the event of changes in the capital
structure of the Company, and of all of the other provisions, terms, and
conditions of the Plan applicable to the options granted herein. If any of the
provisions of this Agreement shall vary from or be in conflict with the Plan,
the provisions of the Plan will be controlling.
7. TRANSFERABILITY. The options granted hereunder are transferable or
assignable by Grantee in accordance with Section 2.8 of the Plan or by will or
the laws of descent and distribution.
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IN WITNESS WHEREOF, this Agreement is executed and entered into effective
on the day and year first above expressed.
ATTEST: CROSS TIMBERS OIL COMPANY
By:
------------------------------------- ------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary Title: Chairman of the Board and
Chief Executive Officer
---------------------------------------
-----------------------------
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AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1997 STOCK INCENTIVE PLAN
-------------------------
THIS AGREEMENT is entered into this _____ day of _____________, 1998,
between Cross Timbers Oil Company, a Delaware corporation (herein called
"Company"), and _______________________ (herein called "Grantee"), pursuant to
the provisions of the Cross Timbers Oil Company 1997 Stock Incentive Plan, as
amended (the "Plan"). The Compensation Committee of the Board of Directors of
the Company (the "Committee") has determined that Grantee is eligible to
participate as a Grantee under the Plan and, to carry out its purposes, has this
day authorized the grant, pursuant to the Plan, of the performance shares set
forth below to Grantee.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties do hereby agree as follows:
1. GRANT OF PERFORMANCE SHARES. Subject to all of the terms, conditions,
and provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee under Article IV of the Plan _______________ shares of the common stock
of the Company, of the par value of one cent ($0.01) per share ("Common Stock"),
which shares shall consist of authorized but unissued shares or issued shares
reacquired by the Company. Such shares are being issued as performance shares
under the Plan.
2. VESTING. The performance shares granted herein shall vest when the
Common Stock closes on the New York Stock Exchange at or above $_____ per share.
If the Common Stock is not listed on the New York Stock Exchange, then any
reference in this Agreement to the New York Stock Exchange will be deemed to be
the principal securities exchange on which the Common Stock is traded.
3. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that:
(a) With respect to the calendar year in which such performance shares are
vested, Grantee shall include in his gross income for federal income tax
purposes the fair market value of the performance shares upon the vesting of the
performance shares.
(b) The grant of options is special incentive compensation which will not
be taken into account as "wages" or "salary" in determining the amount of
payment or benefit to Grantee under any pension, thrift, stock, or deferred
compensation plan of the Company.
(c) In behalf of Grantee's beneficiary, such grant shall not affect the
amount of any life insurance coverage available to such beneficiary under any
life insurance plan covering employees of the Company or any subsidiary.
(d) The Company may hold unvested performance shares in escrow until the
performance shares vest.
4. TERM. Any performance shares which remain unvested on the tenth
anniversary of the date of this Agreement shall be canceled, shall not vest and
shall be returned to the Company.
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5. DEATH OR DISABILITY. Upon death of Grantee, or upon termination of
Grantee's employment by reason of permanent disability (as determined by the
Committee), all unvested performance shares granted herein shall immediately
vest.
6. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, the
performance shares herein granted by the Company to Grantee are granted subject
to all of the terms, conditions, and provisions of the Plan. Grantee hereby
acknowledges receipt of a copy of the Plan certified by the Secretary of the
Company, and the parties agree that the entire text of such Plan be, and it is
hereby incorporated herein by reference as fully as if copied herein in full.
Reference to such Plan is therefore made for a full description of the rights of
Grantee and of all of the other provisions, terms, and conditions of the Plan
applicable to the performance shares granted herein. If any of the provisions
of this Agreement shall vary from or be in conflict with the Plan, the
provisions of the Plan shall be controlling.
7. NON-TRANSFERABILITY. The performance shares granted hereunder are not
transferable or assignable by Grantee. [THE PERFORMANCE SHARES GRANTED
HEREUNDER SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED, OR
OTHERWISE DISPOSED OF PRIOR TO SIX MONTHS AFTER THE DATE OF GRANT, EXCEPT BY
WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.]
8. NO EMPLOYMENT COMMITMENT. Grantee acknowledges that neither the grant
of performance shares nor the execution of this Agreement by the Company will be
interpreted or construed as imposing upon the Company an obligation to retain
Grantee's services for any stated period of time, which employment shall
continue to be at the
3
pleasure of the Company at such compensation as it shall determine, unless
otherwise provided in a written employment agreement.
IN WITNESS WHEREOF, this Agreement is executed and entered into effective
on the day and year first above expressed.
CROSS TIMBERS OIL COMPANY
ATTEST:
By:
-------------------------------------- ------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary Title: Chairman of the Board and
Chief Executive Officer
---------------------------------------
----------------------------------
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AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1997 STOCK INCENTIVE PLAN
-------------------------
THIS AGREEMENT is entered into this _____ day of _____________, 1998,
between Cross Timbers Oil Company, a Delaware corporation (herein called
"Company"), and ___________________________, Director of the Company (herein
called "Grantee"), pursuant to the provisions of the Cross Timbers Oil Company
1997 Stock Incentive Plan, as amended (herein called the "Plan"). The
Compensation Committee of the Board of Directors of the Company has determined
that Grantee is eligible to participate as a Grantee under the Plan and, to
carry out its purposes, has this day authorized the grant, pursuant to the Plan,
of the options set forth below to Grantee.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties do hereby agree as follows:
1. GRANT OF OPTIONS. Subject to all of the terms, conditions, and
provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee options under Article V of the Plan pursuant to which Grantee shall have
the right and option under the Plan to purchase from the Company all or any part
of an aggregate of 2,250 shares of the common stock of the Company, of the par
value of one cent ($0.01) per share ("Common Stock"), which shares shall consist
of authorized but unissued shares or issued shares reacquired by the Company.
Such options are not intended to be Incentive Stock Options, as defined in the
Plan.
2. OPTION PRICE. The option or purchase price payable by Grantee to the
Company in exercise of this option shall be $___________ per share, being the
fair market value of the Common Stock of the Company on this date (the "Grant
Date") as determined according to the Plan. Upon exercise of this option,
Grantee must pay to the Company, in full, the option price for the shares of
Common Stock issuable pursuant to such exercise with cash. Grantee may also pay
to the Company, in full, the option price with Common Stock owned by Grantee on
the date of exercise or Common Stock acquired pursuant to such exercise,
provided that Grantee provides satisfactory evidence, in the opinion of the
Secretary or any Assistant Secretary of the Company, that Grantee directly owns
on the date of exercise shares of Common Stock sufficient to pay the option
price, and that the Grantee has owned such shares for six months or more (such
Common Stock being valued at fair market value on the date of such exercise).
3. EXERCISE PERIOD. Options may be exercised only upon the following
terms and conditions:
(a) One-fifth of the options granted on a Grant Date will become
exercisable on each of the first, second, third, fourth, and fifth
anniversaries of such Grant Date. [ALTERNATIVELY, ONE-HALF OF THE TOTAL
NUMBER OF OPTIONS GRANTED WILL BECOME EXERCISABLE WHEN THE COMMON STOCK
CLOSES ON THE NEW YORK STOCK EXCHANGE AT OR ABOVE $______ PER SHARE. IF
THE COMMON STOCK CLOSES ON THE NEW YORK STOCK EXCHANGE AT OR ABOVE
$______ PER SHARE, THEN THE REMAINING OPTIONS GRANTED WILL BECOME
EXERCISABLE. IF THE COMMON STOCK IS NOT LISTED ON THE NEW YORK STOCK
EXCHANGE, THEN ANY
2
REFERENCE IN THIS AGREEMENT TO THE NEW YORK STOCK EXCHANGE WILL BE
DEEMED TO BE THE PRINCIPAL SECURITIES EXCHANGE ON WHICH THE COMMON
STOCK IS TRADED.]
(b) The right to exercise options will be cumulative. An option must be
exercised in multiples of 10% of the options then exercisable.
(c) Any options which remain unexercised on the tenth anniversary of the
Grant Date will expire.
(d) In the event that Grantee stands for reelection as a director of the
Company but fails to be reelected, such failure shall not affect
options granted hereunder. In all other events where Grantee does not
continue as a director of the Company, Grantee may thereafter exercise
only those options that were exercisable upon the date Grantee ceased
to be a director and only during the period occurring within two years
after Grantee ceased to be a director (but not after the expiration of
the Option Period), and to the extent not exercised in such two-year
period the options will expire; provided, that, in the event of the
death of Grantee, the options may be exercised as provided in Section
2.7(a) of the Plan. Reference is made to the Plan for other terms and
conditions upon which the options may be exercised or terminate.
(e) Options may be exercised only if the Common Stock is duly registered
under the Securities Act of 1933 and applicable state securities laws,
or unless the issuance is exempt from such registrations.
3
4. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that
with respect to the calendar year in which such options are exercised, Grantee
shall include in his gross income for federal income tax purposes the amount, if
any, by which the fair market value of the stock on the date of exercise as
determined in Section 6.7(b) of the Plan exceeds the option price.
5. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, the
options herein granted by the Company to Grantee are granted subject to all of
the terms, conditions, and provisions of the Plan. Grantee hereby acknowledges
receipt of a copy of the Plan certified by the Secretary of the Company, and the
parties agree that the entire text of such Plan be, and it is hereby
incorporated herein by reference as fully as if copied herein in full.
Reference to such Plan is therefore made for a full description of the rights
and methods of exercise of the options, the adjustments to be made in the event
of changes in the capital structure of the Company, and of all of the other
provisions, terms, and conditions of the Plan applicable to the options granted
herein. If any of the provisions of this Agreement shall vary from or be in
conflict with the Plan, the provisions of the Plan shall be controlling.
6. TRANSFERABILITY. The options granted hereunder are transferable or
assignable by Grantee in accordance with Section 2.8 of the Plan or by will or
the laws of descent and distribution.
IN WITNESS WHEREOF, this Agreement is executed and entered into effective
on the day and year first above expressed.
CROSS TIMBERS OIL COMPANY
4
ATTEST:
By:
--------------------------------- ----------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary Title: Chairman of the Board and
Chief Executive Officer
------------------------------------
-----------------------
5
AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1997 STOCK INCENTIVE PLAN
-------------------------
THIS AGREEMENT is entered into this _____ day of _____________, 1998,
between Cross Timbers Oil Company, a Delaware corporation (herein called
"Company"), and __________________________, Director of the Company (herein
called "Grantee"), pursuant to the provisions of the Cross Timbers Oil Company
1997 Stock Incentive Plan, as amended (herein called the "Plan"). The
Compensation Committee of the Board of Directors of the Company has determined
that Grantee is eligible to participate as a Grantee under the Plan and, to
carry out its purposes, has this day authorized the grant, pursuant to the Plan,
of the performance shares set forth below to Grantee.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties do hereby agree as follows:
1. GRANT OF PERFORMANCE SHARES. Subject to all of the terms, conditions,
and provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee under Article V of the Plan 3,375 shares of the common stock of the
Company, of the par value of one cent ($0.01) per share ("Common Stock"), which
shares shall consist of authorized but unissued shares or issued shares
reacquired by the Company. Such shares are being issued as performance shares
under the Plan.
2. VESTING. The performance shares granted herein shall vest six months
after the date of grant.
3. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that
Grantee shall include in his gross income for federal income tax purposes the
fair market value of the performance shares on the date of grant, which price
per share is _____________.
4. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, the
performance shares herein granted by the Company to Grantee are granted subject
to all of the terms, conditions, and provisions of the Plan. Grantee hereby
acknowledges receipt of a copy of the Plan certified by the Secretary of the
Company, and the parties agree that the entire text of such Plan be, and it is
hereby incorporated herein by reference as fully as if copied herein in full.
Reference to such Plan is therefore made for a full description of the rights of
Grantee and of all of the other provisions, terms, and conditions of the Plan
applicable to the performance shares granted herein. If any of the provisions
of this Agreement shall vary from or be in conflict with the Plan, the
provisions of the Plan shall be controlling.
5. NON-TRANSFERABILITY. The performance shares granted hereunder shall
not be sold, assigned, pledged, hypothecated, transferred, or otherwise disposed
of prior to six months after the date of grant, except by will or the laws of
descent and distribution.
2
IN WITNESS WHEREOF, this Agreement is executed and entered into effective
on the day and year first above expressed.
CROSS TIMBERS OIL COMPANY
ATTEST:
By:
--------------------------------- -------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary Title: Chairman of the Board and
Chief Executive Officer
---------------------------------------
--------------------------------
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AMENDMENT TO AWARD AGREEMENT(S) UNDER
-------------------------------------
CROSS TIMBERS OIL COMPANY 1997 STOCK INCENTIVE PLAN
---------------------------------------------------
This Amendment to Award Agreement(s) Under Cross Timbers Oil Company 1997
Stock Incentive Plan ("Amendment") is entered into this 25th day of February,
1998, between Cross Timbers Oil Company, a Delaware corporation (herein called
"Company"), and Grantee (as hereinafter identified), pursuant to the provisions
of the Cross Timbers Oil Company 1997 Stock Incentive Plan (herein called the
"Plan").
RECITALS
--------
A. The Company and Grantee have entered into one or more Award Agreements
Under Cross Timbers Oil Company 1997 Stock Incentive Plan (herein called the
"Agreement"), whereby Grantee was granted options to purchase shares of Common
Stock of the Company.
B. On January 29, 1998, the Board of Directors of the Company approved a
three for two stock split to be effected as a stock dividend for shareholders of
record at the close of business on February 12, 1998. Further, the Board of
Directors of the Company approved the adjustment, pursuant to the Plan, of any
options previously granted under the Plan to proportionately increase the number
of shares of Common Stock then subject to options and to proportionately
decrease the price per share of the options granted, so that the optionees under
the Plan retain the same economic benefit as was previously granted.
C. On February 17, 1998, the Board of Directors of the Company amended the
early vesting provisions of the Agreement to reflect the three for two stock
split to be effected as a stock dividend.
D. On February 17, 1998, the Board of Directors of the Company amended
Section 1.5(a) of the Plan to proportionately increase the number of shares that
can be granted under the Plan and to any one individual, and amended Section 2.5
of the Plan to provide that an Optionee may pay for his or her options with
Common Stock owned by the Optionee on the date of the exercise or with Common
Stock acquired pursuant to the exercise, provided that the Optionee directly
owns on the date of exercise shares of Common Stock sufficient to pay the option
price and that the Optionee has owned such shares for six months or more.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties do hereby agree to the following:
1. Notwithstanding anything contained in the terms of the Agreement, the
number of shares granted and the option price payable by Grantee to the Company
in exercise of the option under the terms of the Agreement shall be adjusted as
shown on the attached Exhibit A.
2. Paragraph 3(c) of the Agreement is amended as follows:
"(c) One-half of the total number of options granted will become
exercisable when the Common Stock closes on the New York Stock Exchange at
or above $16.67 per share. If the Common Stock closes on the New York
Stock Exchange at or above $20.00 per share, then the remaining options
granted will become exercisable. If the Common Stock is not listed on the
New York Stock Exchange, then any reference in this Agreement to the New
York Stock Exchange will be
deemed to be the principal securities exchange on which the Common Stock is
traded."
3. The Company and Grantee agree that the terms of the Agreement will be
governed by the Plan as amended, a copy of which is attached hereto.
IN WITNESS WHEREOF, this Amendment is executed and entered into on the date
and year first above stated.
CROSS TIMBERS OIL COMPANY
By:
----------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board
GRANTEE
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EXHIBIT A
Amendment to Award Agreement Under Cross Timbers Oil Company 1997 Stock
-----------------------------------------------------------------------
Incentive Plan
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Grantee:
Award Option Option Existing Option Amended Existing Amended
Agreement Shares Granted Shares Exercised Option Shares Price Option Shares Option Price
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