EXHIBIT 4.5a
AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1997 STOCK INCENTIVE PLAN
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THIS AGREEMENT is entered into this ____ day of ____________, 1997, between
Cross Timbers Oil Company, a Delaware corporation (herein called "Company"), and
________________________________ (herein called "Grantee"), pursuant to the
provi sions of the Cross Timbers Oil Company 1997 Stock Incentive Plan (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, Common Stock owned by Grantee on
the date of exercise, or Common Stock acquired pursuant to such exercise (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 one-half of the
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.]
(b) The right to exercise options will be cumulative. An option must be
exercised in multiples of 10% of the options then exercisable.
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(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;
(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.
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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:___________________________
Xxxxxxxx Xxxxxxxx, Name: Xxx X. Xxxxxxx
Secretary Title: Chairman of the Board and
Chief Executive Officer
______________________________
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