Exhibit 99.15
AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT
1999 Incentive Plan of Pure Resources, Inc.
This Amended and Restated Option Agreement ("Agreement"), made
and entered into effective as of [date], by and among Pure Resources, Inc., a
Delaware corporation (the "Company"), Unocal Corporation, a Delaware corporation
("Unocal") and [employee name] (the "Optionee").
W I T N E S S E T H:
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WHEREAS, the 1999 Incentive Plan of Pure Resources, Inc.
(formerly named Titan Resources Holdings, Inc.) ("Plan") was adopted by the
Company, effective as of December 13, 1999 ("Plan Date"), for the benefit of
certain employees of the Company and its subsidiaries; and
WHEREAS, the Optionee and the Company had entered into an
option agreement effective as of the date first set forth on Annex A (the "Prior
Option Agreement"), and pursuant to such Prior Option Agreement the committee
has granted to Optionee Nonqualified Stock Options to purchase shares of common
stock, par value $0.01, of the Company ("Pure Shares") pursuant to the Plan and
upon the terms set forth in the Prior Option Agreement (the "Pure Options"); and
WHEREAS, as a result of certain modifications to the Plan
following the consummation of the merger of a subsidiary of Union Oil Company of
California into the Company, effective as of October 29, 2002 (the "Merger"),
the terms of the Prior Option Agreement and the Pure Option will be amended.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements hereinafter set forth, the Company, Unocal and
Optionee hereby agree as follows:
1. Certain Definitions. Terms used in this Agreement and not otherwise
defined shall have the respective meanings assigned to such terms in the Plan;
and the following terms shall have the following meanings:
Companies means the Company and any of its Subsidiaries (as defined in
the Plan).
Expiration Date means 6:00 p.m., Midland, Texas time, on the date ( or
dates, as the case may be) set forth on Annex A.
2. Conversion of Options. Subject to the terms, conditions and
provisions of the Plan and those hereinafter set forth, each Pure Option to
purchase that number of Pure Shares as set forth under "Original Grant Number"
on Annex A has been converted into an option to purchase that number of shares
of the common stock, par value $1.00 of Unocal ("Shares") as set
forth under "Adjusted Grant Number" on Annex A (the "Options"), subject to any
future adjustment in accordance with the provisions of Section 7 of this
Agreement.
3. Option Price. The price to be paid by Optionee to Unocal for each
Share purchased pursuant to the exercise of the Options (the "Option Price")
shall be the price set forth under "Adjusted Strike Price" on Annex A, provided,
however, that the Option Price shall be subject to any future adjustment in
accordance with the provisions of Section 7 of this Agreement.
4. Vesting of Right to Exercise Options.
(a) The right to exercise the Options is fully vested as of October 30,
2002. Optionee may exercise the Options, subject to the terms and
conditions set forth herein, to purchase all or any portion of the
Shares for which Optionee's rights have vested.
(b) To the extent Optionee does not purchase all or any part of the
Shares at the times the Options become exercisable, the Optionee has
the right cumulatively thereafter to purchase any Shares not so
purchased and such right shall continue until the Options terminate or
expire.
(c) If Optionee's employment is terminated on account of fraud against
the Company or a Subsidiary or Union Oil Company of California or
conviction of a felony, the Options shall automatically terminate as of
the date of such termination of employment.
(d) If Optionee's employment is terminated voluntarily by Optionee, the
Options may be exercised, but only within three months after such
termination (if otherwise prior to the date of expiration of the
Options), and not thereafter.
(e) In the event of Optionee's termination of employment by reason of
death or disability (within the meaning of Section 22(e)(3) of the
Code) or by action of the Companies for reasons other than as specified
in subsection (c) (and following such termination the Optionee is not
immediately offered employment by Union Oil Company of California), the
Options may be exercised by the person who acquires the Options by will
or the laws of descent and distribution, or by Optionee (or the
Optionee's legal guardian in the event one is appointed as a result of
Optionee's disability), as the case may be, but only within the first
to occur of (i) the end of the one year period following the date of
termination or (ii) the date of expiration of the Options, and not
thereafter.
5. Restrictions on Exercise. The right to exercise the Options shall be
subject to the following restrictions:
(a) No Fractional Shares. The Options may be exercised only with
respect to full Shares.
(b) Compliance with Law. The Options may not be exercised in whole or
in part, and no Shares shall be issued nor certificates representing
such Shares (if any) delivered pursuant to any exercise of the Options,
if any requisite approval or consent of any governmental authority of
any kind having jurisdiction over the exercise of options or the
issuance and sale of
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Shares shall not have been obtained or if such exercise or issuance
would violate any applicable law.
(c) Exercise by Optionee. The Option shall only be exercisable by the
Optionee and by any transferee who has received such Option pursuant to
Section 4(e).
6. Exercise of Options.
(a) Subject to the other terms and provisions of this Agreement and the
Plan, the Options shall be exercisable by written notice timely given
to Unocal by the Optionee (the "Exercise Notice"), which notice (i)
shall state the number of Shares that the Optionee then desires to
purchase, and (ii) shall be accompanied by payment in full of the
Option Price for each of such Shares. Unless Unocal and Optionee shall
have made mutually acceptable alternative arrangements, payment of the
Option Price shall be made in cash or by surrender of previously
acquired nonforfeitable, unrestricted Shares owned by the Optionee (the
"Payment Shares") having an aggregate Fair Market Value at the time of
exercise equal to the Option Price.
(b) Payment of the total Option Price may also be made, in the
discretion of the Committee, by delivery to Unocal or its designated
agent of an executed irrevocable option exercise form together with
irrevocable instructions to a broker-dealer to sell or margin a
sufficient portion of the Shares with respect to which the Options are
exercised and deliver the sale or margin loan proceeds directly to
Unocal to pay the Option Price and any required federal, state and
local taxes.
(c) The Committee, in its sole and absolute discretion, may approve the
extension of a loan to Optionee by Unocal or the Company to assist
Optionee in paying the exercise price of Options and/or any tax
required by law to be withheld upon exercise of the Options; provided,
however, that Optionee shall be required to pay in cash the par value
of Unocal common stock received upon exercise of the Options. Any loan
approved by the Committee shall be made upon such terms and conditions
(including interest rate, security and terms of repayment) as may be
determined by the Committee in its discretion.
(d) Unless Unocal and Optionee shall make mutually acceptable
alternative arrangements, at the time of exercise of the Options,
Optionee shall pay to Unocal (or the Company if so directed by Unocal)
any federal, state and local taxes required by law to be paid or
withheld in connection with such exercise. Unocal may require Optionee
to pay to Unocal or the Company such taxes prior to and as a condition
of the issuance or delivery of the Shares and Unocal or the Company
shall be entitled to deduct from any other compensation payable to the
optionee any tax withholding obligations with respect to the Options.
7. Recapitalization or Reorganization; Adjustments.
(a) The existence of the Options shall not affect in any way the right
or power of Unocal to make or authorize any adjustment,
recapitalization, reorganization or other change in Unocal's capital
structure or its business, any merger or consolidation of Unocal, any
issuance of additional securities by Unocal with priority over Shares
or otherwise affecting Shares or the rights thereof, the dissolution or
liquidation of Unocal or any sale, lease, exchange or other disposition
of all or any part of its assets or business or any other corporate act
or proceeding.
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(b) If Unocal subdivides its outstanding Shares into a greater number
of Shares, the Option Price in effect immediately prior to such
subdivision shall be proportionately reduced, and the number of Shares
then subject to the Options shall be proportionately increased.
Conversely, if the outstanding number of Shares of Unocal are combined
into a smaller number of Shares, the Option Price in effect immediately
prior to such combination shall be proportionately increased, and the
number of Shares then subject to the Options shall be proportionately
reduced.
8. Termination of Options. Unless terminated earlier pursuant to
Section 4 hereof, the Options shall terminate upon the first to occur of the (i)
the Expiration Date (for each such Option as set forth on Annex A), or (ii) the
date on which Optionee purchases, or in writing surrenders his right to
purchase, all Shares or other securities then subject to the Options.
9. Restriction on Transfer of Options. The Options may not be sold,
assigned, hypothecated or transferred, except by will or by the laws of descent
and distribution. Any attempted transfer of the Options in violation of this
provision shall be void and of no effect whatsoever.
10. Certain Rights Incident to Divorce. If an interest in the Options
is required by law to be transferred to a spouse of the Optionee pursuant to an
order of a court in a divorce proceeding (notwithstanding the provisions of
Section 9 hereof), the Optionee shall nevertheless retain all rights with
respect to the exercise of the Options and any interest of such spouse shall be
subject to such rights of the Optionee. In addition, if it is determined that
Optionee will be required to pay any taxes attributable to the interest of the
spouse in the Options, any tax liability which is attributable to such spouse's
interest shall be taken into account, and shall reduce such spouse's interest in
the Options.
11. Employment. Nothing in this Agreement shall confer upon Optionee
any right to continue in the employ of the Companies, nor shall this Agreement
interfere in any manner with the right of the Companies to terminate the
employment of Optionee with or without cause at any time.
12. Rights as a Shareholder. Optionee shall have no rights as a
shareholder of Unocal with respect to any Shares covered by the Options until
the exercise of the Options.
13. Additional Documents. The Company, Unocal and the Optionee will,
upon request of any of the other parties, promptly execute and deliver all
additional documents, and take all such further action, reasonably deemed by
such party to be necessary, appropriate or desirable to complete and evidence
the sale, assignment and transfer of the Shares pursuant to this Agreement.
14. Representations, Warranties and Covenants of Optionee.
(a) The Optionee acknowledges that the Options have not been registered
under the Securities Act of 1933 or applicable state securities laws on
the grounds that the issuance of the Option is exempt from registration
under one or more provisions of each of such acts. The Optionee further
understands that in determining the availability and applicability of
such exemptions and in executing and delivering this Agreement and
issuing and delivering any Shares
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upon exercise of the Options, Unocal has relied and will rely upon the
representations, warranties and covenants made by the Optionee herein
and in any other documents which he may hereafter deliver to Unocal or
the Company. Accordingly, the Optionee represents and warrants to and
covenants and agrees with Unocal and the Company that the Optionee is
acquiring and will hold the Options for his own account for investment
and not with a view to any sale or distribution of all or any part
thereof.
(b) The Optionee agrees that the certificates representing the Shares
or other securities purchased under the Options may bear such legend or
legends as Unocal deems appropriate in order to assure compliance with
applicable securities laws
(c) Optionee acknowledges that the value of the Options over their life
will be speculative and uncertain, that there is no market for the
Options and it is unlikely that any market will develop, and
consequently, the Optionee may ultimately realize no value from the
Options.
15. Notices. All notices required or permitted to be given hereunder
shall be in writing and shall be deemed to have been given on the earlier of the
date of receipt by the party to whom the notice is given or five (5) days after
being mailed by certified or registered United States mail, postage prepaid,
addressed to the appropriate party at the address shown beside such party's
signature below or at such other address as such party shall have theretofore
designated by written notice given to the other party.
16. Entirety and Modification. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes any and all prior agreements, whether written or oral, between
such parties relating to such subject matter. No modification, alteration,
amendment or supplement to this Agreement shall be valid or effective unless the
same is in writing and signed by the party against whom it is sought to be
enforced.
17. Severability. If any provision of this Agreement is held to be
unenforceable, this Agreement shall be considered divisible, and such provision
shall be deemed inoperative to the extent it is unenforceable, and in all other
respects this Agreement shall remain in full force and effect; provided,
however, that if any such provision may be made enforceable by limitation
thereof, then such provision shall be deemed to be so limited and shall be
enforceable to the maximum extent permitted by applicable law.
18. Gender. Words used in this Agreement which refer to Optionee and
denote the male gender shall also be deemed to include the female gender or the
neuter gender when appropriate.
19. Headings. The headings of the various sections and subsections of
this Agreement have been inserted for convenient reference only and shall not be
construed to enlarge, diminish or otherwise change the express provisions
hereof.
20. Option Subject to Plan. The Options are subject to the terms and
conditions of the Plan.
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21. Prior Option Agreement. This Agreement shall supercede the Prior
Option Agreement, which shall be void and of no further force or effect.
22. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (REGARDLESS OF THE LAWS THAT
MIGHT OTHERWISE GOVERN UNDER APPLICABLE DELAWARE PRINCIPLES OF CONFLICTS OF
LAW).
23. Counterparts. This Agreement may be signed in counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the date first set forth above.
PURE RESOURCES, INC.
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▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ -------------------------------
UNOCAL CORPORATION.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By:
▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ -------------------------------
OPTIONEE
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ----------------------------------
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Name:
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ANNEX A
Name of Pure Option Holder:
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Date of Prior Option Agreement:
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Original Grant Date Original Grant Original Strike Adjusted Grant Adjusted Strike Expiration Date
Number Price Number Price
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