EXHIBIT 4.2
FORM OF
[NONSTATUTORY] [INCENTIVE] STOCK OPTION AGREEMENT
AGREEMENT made as of the _______ day of ___________, 20____, between FOREST
OIL CORPORATION, a New York corporation (the "Company"), and
_______________________________ ("Employee").
To carry out the purposes of the FOREST OIL CORPORATION 2001 STOCK
INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to purchase
shares of the common stock of the Company, par value $.10 per share ("Stock"),
and in consideration of the mutual agreements and other matters set forth herein
and in the Plan, the Company and Employee hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Employee the
right and option ("Option") to purchase all or any part of an aggregate of
______ shares of Stock on the terms and conditions set forth herein and in the
Plan, which Plan is incorporated herein by reference as a part of this
Agreement. In the event of any conflict between the terms of this Agreement and
the Plan, the Plan shall control. Capitalized terms used but not defined in this
Agreement shall have the meaning attributed to such terms under the Plan, unless
the context requires otherwise. [This Option shall not be treated as an
incentive stock option within the meaning of section 422(b) of the Code.] [This
Option is intended to constitute an incentive stock option, within the meaning
of section 422(b) of the Code, to the maximum extent permitted under the Code.
Employee acknowledges that only a portion of this Option may qualify as such an
incentive stock option due to the limitation set forth in section 422(d) of the
Code.]
2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to the
exercise of this Option shall be $______ per share, which has been determined to
be not less than the Fair Market Value of the Stock at the date of grant of this
Option. For all purposes of this Agreement, Fair Market Value of Stock shall be
determined in accordance with the provisions of the Plan.
3. EXERCISE OF OPTION. Subject to the earlier expiration of this Option
as herein provided, this Option may be exercised, by written notice to the
Company at its principal executive office addressed to the attention of its
Corporate Secretary (or such other officer or employee of the Company as the
Company may designate from time to time), at any time and from time to time
after the date of grant hereof, but, except as otherwise provided below, this
Option shall not be exercisable for more than a percentage of the aggregate
number of shares offered by this Option determined by the number of full years
from the date of grant hereof to the date of such exercise, in accordance with
the following schedule:
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PERCENTAGE OF SHARES
NUMBER OF FULL YEARS THAT MAY BE PURCHASED
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Less than 1 year ___%
1 year ___%
2 years ___%
3 years ___%
4 years or more 100%
This Option may be exercised only while Employee remains an employee of the
Company and will terminate and cease to be exercisable upon Employee's
termination of employment with the Company, except that:
(a) If Employee's employment with the Company terminates by reason of
disability (within the meaning of section 22(e)(3) of the Code), this
Option may be exercised in full by Employee (or Employee's estate or the
person who acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of Employee) at any time
during the period of one year following such termination.
(b) If Employee dies while in the employ of the Company, Employee's
estate, or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of Employee,
may exercise this Option in full at any time during the period of one year
following the date of Employee's death.
(c) If an Employee retires from the Company (within the meaning of
the Company's standard corporate policies), this Option may be exercised in
full by such Employee (or Employee's estate or the person who acquires this
Option by will or the laws of descent and distribution or otherwise by
reason of the death of such Employee) at any time during the period of one
year following such retirement.
(d) If Employee's employment with the Company terminates for any
reason other than as described in (a), (b) or (c) above, unless such
employment is terminated for cause, this Option may be exercised by
Employee at any time during the period of three months following such
termination, or by Employee's estate (or the person who acquires this
Option by will or the laws of descent and distribution or otherwise by
reason of the death of Employee) during a period of one year following
Employee's death if Employee dies during such three-month period, but in
each case only as to the number of shares Employee was entitled to purchase
hereunder as of the date Employee's employment so terminates. As used in
this paragraph, the term "cause" shall mean Employee (i) has been convicted
of a misdemeanor involving moral turpitude or of a felony, (ii) has engaged
in gross negligence or willful misconduct in the performance of the duties
of Employee's employment, (iii) has willfully disregarded any written
corporate policies established by the Company, or (iv) has materially
breached any material provision of any written agreement between Employee
and the Company or any of its Affiliates.
This Option shall not be exercisable in any event after the expiration of ten
years from the date of grant hereof. The purchase price of shares as to which
this Option is exercised shall be paid in full at the time of exercise (a) in
cash (including check, bank draft or money order payable to the
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order of the Company), (b) by delivering or constructively tendering to the
Company shares of Stock having a Fair Market Value equal to the purchase price
(provided such shares used for this purpose must have been held by Employee for
such minimum period of time as may be established from time to time by the
Committee), (c) if the Stock is readily tradable on a national securities
market, through a "cashless-broker" exercise in accordance with a Company
established policy or program for the same, or (d) any combination of the
foregoing. No fraction of a share of Stock shall be issued by the Company upon
exercise of an Option or accepted by the Company in payment of the exercise
price thereof; rather, Employee shall provide a cash payment for such amount as
is necessary to effect the issuance and acceptance of only whole shares of
Stock. Unless and until a certificate or certificates representing such shares
shall have been issued by the Company to Employee, Employee (or the person
permitted to exercise this Option in the event of Employee's death) shall not be
or have any of the rights or privileges of a shareholder of the Company with
respect to shares acquirable upon an exercise of this Option.
4. WITHHOLDING OF TAX. To the extent that the exercise of this Option or
the disposition of shares of Stock acquired by exercise of this Option results
in compensation income or wages to Employee for federal, state or local tax
purposes, Employee shall deliver to the Company at the time of such exercise or
disposition such amount of money as the Company may require to meet its minimum
obligation under applicable tax laws or regulations. Employee may elect with
respect to this Option to surrender or authorize the Company to withhold shares
of Stock (valued at their Fair Market Value on the date of surrender or
withholding of such shares) to satisfy any tax required to be withheld upon
exercise of this Option. An election pursuant to the preceding sentence shall be
referred to herein as a "Stock Withholding Election." All Stock Withholding
Elections shall be made by written notice to the Company's Corporate Secretary
(or such other officer or employee of the Company as the Company may designate
from time to time). If Employee is not a Section 16 Person (as hereinafter
defined), Employee may revoke such election by delivering to the Company's
Corporate Secretary (or such other designated officer or employee) written
notice of such revocation prior to the date such election is implemented through
actual surrender or withholding of shares of Stock (the "Withholding Date"). If
Employee is a Section 16 Person, the Stock Withholding Election must:
(a) be irrevocable and made six months prior to the Withholding Date;
or
(b) (i) be approved by the Committee either before or after such
election is made, (ii) be made, and the Withholding Date occur, during a period
beginning on the third business day following the date of release by the Company
for publication of quarterly and annual summary statements of sales and earnings
and ending on the twelfth business day following such date, and (iii) be made
more than six months after the date of the grant of this Option to Employee; or
(c) be made in connection with (i) a delivery to the Company of
shares of Stock owned by Employee prior to the exercise of this Option to
satisfy the portion of the tax required to be withheld with respect to those
shares of Stock received by Employee upon exercise of this Option for which
payment of the purchase price was made to the Company in shares of Stock owned
by Employee prior to the exercise of this Option pursuant to Paragraph 3 hereof
and (ii) the exercise of this Option more than six months after the date of
grant hereof.
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If Employee fails to pay the required amount to the Company or fails
to make a Stock Withholding Election, the Company is authorized to withhold from
any cash remuneration (or, if Employee is not a Section 16 Person, Stock
remuneration, including withholding any shares of Stock distributable to
Employee upon exercise of this Option) then or thereafter payable to Employee
any tax required to be withheld by reason of the exercise of this Option or the
disposition of shares of Stock acquired by exercise of this Option. For purposes
of this Agreement, the term "Section 16 Person" means an officer, director or
affiliate of the Company or a former officer, director or affiliate of the
Company who is subject to Section 16 of the Securities Exchange Act of 1934, as
amended.
5. STATUS OF STOCK. The Company intends to register for issuance under
the Securities Act of 1933, as amended (the "Act") the shares of Stock
acquirable upon exercise of this Option, and to keep such registration effective
throughout the period this Option is exercisable. In the absence of such
effective registration or an available exemption from registration under the
Act, issuance of shares of Stock acquirable upon exercise of this Option will be
delayed until registration of such shares is effective or an exemption from
registration under the Act is available. The Company intends to use its
reasonable efforts to ensure that no such delay will occur. In the event
exemption from registration under the Act is available upon an exercise of this
Option, Employee (or the person permitted to exercise this Option in the event
of Employee's death or incapacity), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Employee agrees that the shares of Stock which Employee may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable federal or state securities
laws. Employee also agrees that (i) the certificates representing the shares of
Stock purchased under this Option may bear such legend or legends as the
Committee deems appropriate in order to assure compliance with applicable
securities laws, (ii) the Company may refuse to register the transfer of the
shares of Stock purchased under this Option on the stock transfer records of the
Company if such proposed transfer would in the opinion of counsel satisfactory
to the Company constitute a violation of any applicable securities law, and
(iii) the Company may give related instructions to its transfer agent, if any,
to stop registration of the transfer of the shares of Stock purchased under this
Option.
6. EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, Employee
shall be considered to be in the employment of the Company as long as Employee
remains an employee of either the Company, an Affiliate, or a corporation or a
parent or subsidiary of such corporation assuming or substituting a new option
for this Option. Without limiting the scope of the preceding sentence, it is
expressly provided that Employee shall be considered to have terminated
employment with the Company at the time of the termination of the "Affiliate"
status under the Plan of the entity or other organization that employs Employee.
Any question as to whether and when there has been a termination of such
employment, and the cause of such termination, shall be determined by the
Committee and its determination shall be final.
7. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Employee.
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8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties with regard to the subject matter hereof, and contains all the
covenants, promises, representations, warranties and agreements between the
parties with respect to the Option granted hereby. Without limiting the scope of
the preceding sentence, all prior understandings and agreements, if any, among
the parties hereto relating to the subject matter hereof are hereby null and
void and of no further force and effect. Any modification of this Agreement
shall be effective only if it is in writing and signed by both Employee and an
authorized officer of the Company.
9. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles thereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.
FOREST OIL CORPORATION
By:
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EMPLOYEE
