Corporate Change Uses in Recapitalizations and Corporate Changes Clause

Recapitalizations and Corporate Changes from Nonstatutory Stock Option Award Agreement

THIS AGREEMENT is made as of the day of , , (the Agreement) between SPINNAKER EXPLORATION COMPANY, a Delaware corporation (the Company), and (Director). Capitalized terms used but not defined herein shall have the meaning set forth in the SPINNAKER EXPLORATION COMPANY 2005 STOCK INCENTIVE PLAN (the Plan).

Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a recapitalization), the number and class of shares of Stock covered by this Option shall be adjusted so that the Option shall thereafter cover the number and class of shares of capital stock and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder had been the holder of record of the number of shares of Stock then covered by the Option. If (i) the Company merges with or into any entity or is a party to a consolidation, (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other Person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any Person or entity, including a group as contemplated by section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act), acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Companys voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of the members of the Board, the persons who were members of the Board before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a Corporate Change), the Committee shall effect one or more of the following alternatives: (A) accelerate the time at which this Option may be exercised so that the Option may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which date the Option, to the extent unexercised, and all rights of the holder thereunder shall terminate, (B) require the mandatory surrender to the Company of this Option (irrespective of whether the Option is then exercisable) as of a date, before or after such Corporate Change, specified by the Committee in which event the Committee shall thereupon cancel the Option and pay or cause to be paid to the holder the securities or other property (including, without limitation, cash) exchanged for the shares of Stock subject to such Option that the holder would have been entitled to pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option, (C) make such adjustment to the Option as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to the Option), or (D) provide that the number and class of shares of Stock covered by this Option shall be adjusted so that the Option shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the holder would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the holder had been the holder of record of the number of shares of Stock then covered by such Option. The provisions contained in this Paragraph 6(c) shall not terminate any rights of the holder to further payments pursuant to any other agreement with the Company following a Corporate Change.