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EXHIBIT 10.16
CONTINGENT STOCK GRANT AGREEMENT
December 6, 1999
[Director's Name]
[Address]
Re: Grant of Restricted Stock
Dear [Mr. ]:
Remington Oil and Gas Corporation (the "Company"), as part of its effort to
benefit the Company and its stockholders by providing its directors with
long-term stock-price dependent incentives, is pleased to make an award to you
of shares of the Company's common stock. This award of restricted stock is being
made to you in accordance with and subject to the terms of this Contingent Stock
Grant Agreement (the "Agreement").
1. Number of Shares. The number of shares of restricted common stock of the
Company you are awarded under this Agreement is [number of shares] (the
"Award"). The Award is an amount equal to a base of $100,000 divided by the
closing price of the Company's common stock on June 17, 1999.
2. Triggering the Award. In order for the Award to become effective, the
closing price of the Company's common stock, as indicated on the applicable
exchange or trading system, must exceed $10.42 per share for 20 consecutive
trading days prior to June 17, 2004 (the "Trigger Point"). If the Trigger
Point is not achieved on or before June 17, 2004, the Award will not be
effective and shall be null and void.
3. Vesting of the Award. (a) Except as set forth in Paragraph 3(b) below, on a
cumulative basis fifty percent of the Award shall vest on June 17, 2002,
seventy-five percent of the Award will vest on June 17, 2003, and one
hundred percent of the Award will vest on June 17, 2004. Except, under the
circumstances discussed in Paragraph 3(b) below, even though the Award may
become fully vested, the Trigger Point must be achieved for the Award to be
effective. (b) For purposes of this Agreement, the term "Change in Control"
shall have the meaning ascribed to it in the Company's 1997 Stock Option
Plan, as may be amended from time to time (the "Plan"), herein included as
Attachment I. In the event of a Change in Control, the Award shall become
fully vested as of the date of the Change in Control. If the Change in
Control occurs on the basis of circumstances described by Paragraphs 9(i),
(iii), or (iv) of the Plan, the Award will trigger as of the date of the
Change in Control. If the Change in Control is due to circumstances set
forth in Paragraph 9(ii) of the Plan, the triggering of the Award, if any,
will be governed by Paragraph 2 of this Agreement.
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December 6, 1999
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4. Award is of Restricted Stock. The shares of the Company's common stock
subject to the Award are restricted securities under the rules and
regulations of the Securities and Exchange Commission. On this basis,
certificates representing the Award shares shall bear a restrictive legend
prohibiting any disposition of the shares except in accordance with such
rules and regulations.
5. Continued Service as Board Member Required. In order for the Award to
become effective, or for you to be vested in the Award, the Company or an
affiliate of the Company must continuously maintain you as a board member
through the Trigger Point. Any termination or interruption of your board
membership with the Company or its affiliates, regardless of the reason,
prior to the Trigger Point will cause the Award to be null and void.
6. Future Board Membership not Guaranteed. Neither this Agreement nor the
Award represents a representation or guarantee of continued board
membership with the Company.
7. Taxes Responsibility of Board Member. You are responsible for any tax
consequences of the Award. However, if required by any applicable law, the
Company shall withhold stock equal to an amount necessary to satisfy tax
withholding requirements.
8. Modification of Agreement. No provision of this Agreement may be modified,
waived, or discharged unless such modification, waiver, or discharge is
agreed to in writing and signed by the Company and you.
9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
10. Severability. The provisions of this Agreement shall be deemed severable
and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof.
11. Entire Agreement. This Agreement represents the entire agreement between
the parties with respect to the subject matter hereof and supersedes any
and all prior agreements and understandings with respect to such subject
matter.
Please evidence your approval and acceptance of the terms and conditions of the
Award by signing where indicated below.
Sincerely,
REMINGTON OIL AND GAS CORPORATION
By:
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Xxxxx X. Xxxx, President
Agreed and accepted:
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[Name]
Date:
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