0001193125-04-136119 Sample Contracts

AWARD AGREEMENT PHANTOM PERFORMANCE SHARES
Award Agreement • August 9th, 2004 • Xto Energy Inc • Crude petroleum & natural gas

THIS AGREEMENT is entered into this 23rd day of April, 2004, between XTO Energy Inc., a Delaware corporation (herein called “Company”), and Bob R. Simpson (herein called “Grantee”), pursuant to resolutions adopted by the Executive Compensation Subcommittee of the Compensation Committee of the XTO Energy Inc. Board of Directors. The Executive Compensation Subcommittee of the Compensation Committee (the “Subcommittee”) has determined that it is in the best interests of the Company that Grantee be awarded phantom performance shares and, to carry out its purposes, has this day authorized the grant of the phantom performance shares set forth below to Grantee.

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FORM OF AWARD AGREEMENT PHANTOM PERFORMANCE SHARES
Form of Award Agreement • August 9th, 2004 • Xto Energy Inc • Crude petroleum & natural gas

THIS AGREEMENT is entered into this 24th day of June, 2004, between XTO Energy Inc., a Delaware corporation (herein called “Company”), and Grantee [see attached schedule for list of grantees] (herein called “Grantee”), pursuant to resolutions adopted by the Compensation Committee of the XTO Energy Inc. Board of Directors (the “Committee”) has determined that it is in the best interests of the Company that grantee be awarded phantom performance shares and, to carry out its purposes, has this day authorized the grant of the phantom performance shares set forth below to Grantee.

FORM OF AWARD AGREEMENT PHANTOM PERFORMANCE SHARES
Form of Award Agreement • August 9th, 2004 • Xto Energy Inc • Crude petroleum & natural gas

THIS AGREEMENT is entered into this 8th day of July, 2004, between XTO Energy Inc., a Delaware corporation (herein called “Company”), and Grantee [see attached schedule for list of grantees] (herein called “Grantee”), pursuant to resolutions adopted by the Compensation Committee of the XTO Energy Inc. Board of Directors (the “Committee”) has determined that it is in the best interests of the Company that grantee be awarded phantom performance shares and, to carry out its purposes, has this day authorized the grant of the phantom performance shares set forth below to Grantee.

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