EXHIBIT 4.5c
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
_______________________________, Director of the Company (herein called
"Grantee"), pursuant to the provisions 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 Article V of 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 1,500 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. Options may be exercised only upon the following
terms and conditions:
(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.]
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(b) The right to exercise options will be cumulative. An option must
be exercised in multiples of 10% of the options then exercisable.
(c) Any options which remain unexercised on the tenth anniversary of
the Grant Date will expire.
(d) In the event that Grantee stands for reelection as a director of
the Company but fails to be reelected, such failure shall not
affect options granted hereunder. In all other events where
Grantee does not continue as a director of the Company, Grantee
may thereafter exercise only those options that were exercisable
upon the date Grantee ceased to be a director and only during the
period occurring within two years after Grantee ceased to be a
director (but not after the expiration of the Option Period), and
to the extent not exercised in such two-year period the options
will expire; provided, that, in the event of the death of Grantee,
the options may be exercised as provided in Section 2.7(a) of the
Plan. Reference is made to the Plan for other terms and conditions
upon which the options may be exercised or terminate.
(e) 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. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that
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
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market value of the stock on the date of exercise as determined in Section
6.7(b) of the Plan exceeds the option price.
5. 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 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 shall be controlling.
6. 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.
CROSS TIMBERS OIL COMPANY
ATTEST:
_________________________ By:___________________________
Xxxxxxxx Xxxxxxxx, Name: Xxx X. Xxxxxxx
Secretary Title: Chairman of the Board and
Chief Executive Officer
______________________________
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