EXHIBIT 10.1
NONSTATUTORY STOCK OPTION
GRANT AGREEMENT UNDER
MISSION RESOURCES CORPORATION
2004 INCENTIVE PLAN
THIS AGREEMENT is entered into this ___ day of ____, 2004, between Mission
Resources Corporation, a Delaware corporation (the "Company"), and ____________,
an employee of the Company ("Grantee"), pursuant to the provisions of the
Mission Resources Corporation 2004 Incentive Plan (Effective March 4, 2004) (the
"Plan").
WHEREAS, the Committee has authorized and approved the grant of this
Nonstatutory Stock Option to Grantee subject to the terms and conditions
provided herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties do hereby agree as follows:
1. SECTION 1. GRANT OF OPTION. Subject to all of the terms, conditions and
provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee an Nonstatutory Stock Option (the "Option") 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, par value $0.01 per share ("Option Shares"). The Shares,
when issued to Grantee upon the exercise of the Option, shall be fully paid and
nonassessable. This Option is being granted in consideration of the employment
of Grantee with the Company. All capitalized terms used herein shall have the
meanings set forth in the Plan unless otherwise provided herein.
SECTION 2.OPTION PRICE. The purchase price payable by Grantee to the
Company in exercise of this Option shall be $______ per Share (the "Option
Price"), being the Fair Market Value on __________, 2004 (the "Grant Date"). The
Option Term shall be from the Grant Date until the tenth (10th) anniversary of
the Grant Date.
SECTION 3. EXERCISE PERIOD AND EXERCISE OF OPTION. The Option shall vest
and become exercisable as to 33 1/3% of the Common Stock covered hereby on 6
months after the grant date; as 66 2/3% of the Common Stock one (1) year
following the Grant Date and as to 100% of the Common Stock covered hereby two
(2) years following the Grant Date. Any Option Shares which remain unexcercised
on the tenth (10th) anniversary of the Grant Date shall expire. Unless
specifically provided otherwise in the Plan or in this Agreement, the Option may
be exercised at any time with respect to the vested portion as long as Grantee
has been continuously employed by the Company, its parent, or a subsidiary from
the Grant Date until the Option is exercised. In the event the Company
terminates the Grantee's employment other than for Cause (as defined in the
Employment Agreement between Grantee and the Company dated __________________
(the "Employment Agreement") or death or disability (as defined in the
Employment Agreement)) or
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Grantee terminates his employment for Good Reason (as defined in the Employment
Agreement), Grantee shall be 100% vested in any outstanding non-vested Option
hereunder and Grantee shall have the right to exercise the Option for a period
of the lesser of (a) one year following the date of termination or (b) the
remaining period of the Option Term. In the event of a Change in Control (as
defined in the Employment Agreement) if Grantee is terminated without Cause or
Grantee terminates his employment for Good Reason within the twelve (12) month
period immediately following a Change in Control, Grantee shall be 100% vested
in any outstanding non-vested Option hereunder and shall have the right to
exercise the Option for a period of the lesser of (x) one year following the
date of termination or (y) the remaining period of the Option Term. Other terms
and conditions under which the Option may be exercised are specifically provided
in the Plan.
SECTION 4. NO EMPLOYMENT COMMITMENT. Grantee acknowledges that neither the
grant of this Option nor the execution of this Agreement by the Company shall be
interpreted or construed as imposing upon the Company an obligation to retain
his services on behalf of the Company or its affiliates 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.
SECTION 5. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees
that:
(a) The grant of the 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 the Grantee under any
pension, thrift, stock or deferred compensation plan of the Company or any
affiliate, as the case may be; and
(b) On behalf of the 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 affiliate.
SECTION 6.PLAN. As previously provided, the Option herein granted by the
Company to Grantee is granted subject to all of the terms, conditions and
provisions of the Plan. Grantee hereby acknowledges receipt of a copy of the
Plan and the parties agree that the entire text of such Plan be, and it hereby
is, incorporated herein by reference as fully as if here copied in full. The
terms of the Plan shall control with respect to 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, Change in Control, and of all of the other
provisions, terms and conditions of the Plan applicable to the Option granted
herein. If any of the provisions of this Agreement conflict with the Plan, the
provisions of the Plan shall be controlling. The Grantee hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the
Committee, the Company or the Board, as appropriate, upon any questions arising
under the Plan or this Agreement.
SECTION 7.NON-TRANSFERABILITY. The Option granted hereunder is not
transferable or assignable by Grantee except by will or by the laws of descent
and distribution or as otherwise
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specifically provided in the Plan. No right or benefit hereunder shall in any
manner be liable for or subject to any debts, contracts, liabilities,
obligations or torts of Grantee.
SECTION 8. NO GUARANTEE OF TAX CONSEQUENCES. The Company and the Committee
make no commitment or guarantee that any federal or state tax treatment will
apply or be available to any person eligible for benefits under the Option. The
Grantee has been advised and been provided the opportunity to obtain independent
legal and tax advice regarding the grant and exercise of the Option and the
disposition of any Shares acquired thereby.
SECTION 9. NO RIGHTS IN SHARES. Grantee shall have no rights as a
stockholder in respect of the Shares until the Grantee becomes the record holder
of such Shares.
SECTION 10. WITHHOLDING OF TAXES.
(a) TAX WITHHOLDING. The Company shall have the power and the
right to deduct or withhold, or require an Grantee to remit to the Company, an
amount sufficient to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of the Option or its exercise hereunder.
(b) SHARE WITHHOLDING. With respect to tax withholding required
upon the exercise of Option Shares, Grantee may elect, subject to the approval
of the Committee in its sole discretion, to satisfy the withholding requirement,
in whole or in part, by having the Company withhold Shares having a Fair Market
Value on the date the tax is to be determined equal to the statutory total tax
which could be imposed on the transaction. All such elections shall be made in
writing, signed by the Grantee, and shall be subject to any restrictions or
limitations that the Committee, in its discretion, deems appropriate. Any
fraction of a Share required to satisfy such obligation shall be disregarded and
the amount due shall instead be paid in cash by the Grantee.
The Company shall have the right to take such other action as may be
necessary or appropriate to satisfy any such tax withholding obligations.
SECTION 11. RESTRICTIONS ON EXERCISE. The Option may not be exercised if
the issuance of such Option Shares or the exercise thereof (including but not
limited to the method of payment of the consideration for such Shares) would
constitute a violation of any applicable federal or state securities or other
laws or regulations, any rules or regulations of any stock exchange on which the
Common Stock may be listed or Company policies.
SECTION 12. GENERAL.
(a) NOTICES. All notices under this Agreement shall be mailed or
delivered by hand to the parties at their respective addresses set forth beneath
their signatures below or at such
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other address as may be designated in writing by either of the parties to one
another. Notices shall be effective upon receipt.
(b) AMENDMENT AND TERMINATION. No amendment, modification or
termination of the Option or this Agreement shall be made at any time without
the written consent of Grantee and Company.
(c) SEVERABILITY. In the event that any provision of this
Agreement shall be held illegal, invalid, or unenforceable for any reason, such
provision shall be fully severable, but shall not affect the remaining
provisions of the Agreement, and the Agreement shall be construed and enforced
as if the illegal, invalid, or unenforceable provision had not been included
herein.
(d) SUPERSEDES PRIOR AGREEMENTS. This Agreement shall supersede
and replace all prior agreements and understandings, oral or written, between
the Company and the Grantee regarding the grant of the Options covered hereby.
(e) GOVERNING LAW. The Option shall be construed in accordance
with the laws of the State of Texas without regard to its conflict of law
provisions, to the extent federal law does not supersede and preempt Texas law.
(f) COMMUNITY PROPERTY. Each spouse individually is bound by, and
such spouse's interest, if any, in any Shares is subject to, the terms of this
Agreement. Nothing in this Agreement shall create a community property interest
where none otherwise exists.
[Signature page follows.]
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IN WITNESS WHEREOF, this Agreement is executed and entered into effective
on the day and year first above written.
MISSION RESOURCES CORPORATION
0000 Xxxxx Xxxxxx, Xxxxx 0000
ATTEST: Xxxxxxx, Xxxxx 00000-0000
_______________________________ By: ________________________________
Name:
Title:
____________________________________
Grantee
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