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EXHIBIT 10.17
CONTINGENT STOCK GRANT AGREEMENT
March 16, 2000
[Name]
[Address]
Re: Grant of Restricted Stock
Dear [Mr./Ms. ]:
Remington Oil and Gas Corporation (the "Company"), as part of its effort to
benefit the Company and its stockholders by providing its employees 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 your annual base salary as of
June 17, 1999, 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
business 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,
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.
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.
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March 16, 2000
Page 2
5. Continued Employment 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 employ you through the Trigger Point. Any
termination or interruption of your employment 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 Employment not Guaranteed. Neither this Agreement nor the Award
represents a representation or guarantee of continued employment with the
Company. You acknowledge that unless a separate written contract of
employment exists between you and the Company, you are employed at the will
of the Company. In the event you do have a separate written employment
contract with the Company, you agree and acknowledge that neither this
Agreement nor the Award are subject to any provision of such employment
contract and, any provision of such employment contract notwithstanding,
any rights under this Agreement or the Award do not survive termination or
interruption of your employment with the Company prior to the Trigger
Point.
7. Taxes Responsibility of Employee. You are responsible for any tax
consequences of the Award, however, the Company shall withhold stock equal
to all taxes required by any applicable law.
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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