Exhibit 10.3
The Board of Directors of Unocal Corporation reserves the right
to change the definition of "Change of Control" and
other provisions of this Agreement to comply with the
American Jobs Creation Act of 2004.
UNOCAL CORPORATION
LONG-TERM INCENTIVE PLAN OF 2004
RESTRICTED STOCK AWARD AGREEMENT
Unocal Corporation (hereinafter called the "Company") hereby grants to
_______________ (hereinafter called the "Recipient"), as of __________________,
and the Recipient hereby accepts, subject to all the terms and conditions of
this Agreement ___________________ restricted shares of the Common Stock, $1 par
value, of the Company. This Restricted Stock Award is subject to the Long-Term
Incentive Plan of 2004 and the following terms and conditions to the extent
consistent with the Long-Term Incentive Plan of 2004:
A. Retention and Delivery of Share Certificates
1. The shares granted pursuant to this award shall be retained by the
Company, or a party selected by the Company, while any restrictions apply.
2. The Recipient shall not be entitled to the delivery of any certificates
representing the shares granted pursuant to this award unless and until all
terms and conditions of the grant have been satisfied and all restrictions
have lapsed.
3. Any delivery of share certificates pursuant to this award is also
conditioned upon the withholding of all state, local, federal or other
taxes which the Company shall deem necessary or appropriate to withhold
upon the delivery of such certificates. The Company may, in lieu of
requiring cash payment of any such taxes, elect to withhold a number of
whole shares of Stock whose value is at least equal to the amount of such
taxes.
B. Dividends
All cash dividends on restricted shares which are held by the Company
pursuant to this Agreement as of the date used for determining eligibility
to receive dividend payments, shall be paid to the Recipient. No such
dividend payments shall be made to the Recipient on any shares which have
been forfeited as of said date.
C. Voting and Consents
During the period when restricted shares pursuant to this award are held by
the Company under Section A above, Recipient shall have all voting rights
with respect thereto. In the event the Recipient shall not exercise said
voting rights with respect to this award or with respect to a prior award,
then the Management Development and Compensation Committee of the Board of
Directors (hereinafter the "Committee") shall be entitled to vote such
shares.
X. Xxxxxxx and Forfeiture of Shares
1. The Recipient shall be entitled to the delivery of all the shares which
are subject to this award and all restrictions thereon shall lapse if the
Recipient is continuously employed by the Company and/or its subsidiaries
until__________________.
-1-
2. If the employment of the Recipient is terminated prior to the end of the
restriction period by a Normal or Deferred Retirement, as defined in and
pursuant to the Company's Retirement Plan (or the retirement plan of a
subsidiary, if applicable); by death or total disability (as defined in the
Company Medical Plan); by an involuntary termination of employment which
the Committee determines is for the convenience of the Company; or an Early
Retirement which the Committee determines is for the convenience of the
Company; then the Recipient shall be entitled to the delivery of a pro rata
portion (not in excess of 1) of the shares subject to the award determined
by the number of calendar days of employment with the Company or a
subsidiary since the date of this award, divided by the number of calendar
days from the date of this award until _________________________.
3. The shares which are the subject of this award shall be completely
forfeited and revert to the Company in the event the Recipient voluntarily
terminates employment, or in the event the termination does not satisfy the
conditions indicated in Paragraph 2 above.
4. Upon the occurrence of a Change in Control (as such term is defined
below), the Recipient shall be entitled to the delivery of all the shares
which are subject to this award and all restrictions shall lapse. The
shares subject to this award shall be subject to the same provisions as
then apply generally to the outstanding shares of the Common Stock of the
Company. As used herein, Change in Control means any of the following:
(a) The acquisition by any individual, entity or group within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")(a "Person") beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding shares
of common stock of the Company (the "Outstanding Company Common Stock")
or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by an employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (c) of this Section D.4; or
(b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board;
or
(c) Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another entity (a "Business
Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination will
beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the entity resulting from such Business Combination
(including, without limitation, an entity which as a result of such
transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries)
(the "Resulting Entity") in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company voting
Securities, as the case may be, (ii) no Person (excluding any
-2-
Resulting Entity resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such
Resulting Entity) will beneficially own, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of the members
of the board of directors of the Resulting Entity will have been
members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
Notwithstanding the foregoing, the Board may deem "consummation of" an event to
include a period of time immediately prior to or contemporaneous with the event
to enable the Holder to exercise the Award or otherwise realize the benefits of
the Award with respect to the underlying shares in the same manner as available
to the common stockholders generally as a result of the event, but subject to
the occurrence of a Change of Control. For purposes of clause (c), "entity"
means any corporation, limited liability company, partnership or any other
statutorily recognized business organization or entity that is similar to a
statutory corporation and that can be merged into or combined with a statutory
corporation.
5. Unless the Committee or the Board otherwise provides prior to the Change
in Control, the Recipient shall be entitled to refuse by advance written
notice to the Company all or any portion of any payment or benefit
(including shares) accelerated by reason of these amendments if the
Recipient determines that receipt of such payment or benefit may result in
adverse tax consequences to the Recipient under Section 4999 of the
Internal Revenue Code. Unless the Committee or the Board otherwise provides
prior to the Change in Control, the Company shall be totally and
permanently relieved of any obligation to pay any amount or provide any
benefit to the Recipient which the Recipient explicitly so refuses.
E. Stock Dividends and Recapitalization
1. In the event a dividend is declared upon the shares of the Company of
the class then subject to this award, payable in such shares, the number of
shares then subject to this award shall be increased proportionately.
2. In the event the outstanding shares of the Company of the class then
subject to this award shall be changed into or exchanged for a different
number or class of shares of stock of the Company or of another
corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, merger or consolidation, then there shall
be substituted for each such share then subject to this award the number
and class of shares of stock into which each such outstanding share of the
Company shall be so exchanged.
F. Miscellaneous
1. Neither the Award nor any action taken pursuant to it shall be construed
as giving any right to a Recipient to be retained in the employ of the
Company or a Subsidiary.
2. No Recipient may assign, transfer, pledge, hypothecate by either
voluntary action or involuntary action any or all of the shares which are
the subject of this award and held pursuant to Section A hereof.
3. The Recipient shall file with the Company a beneficiary designation with
respect to any distributions to be made in the event of Recipient's death.
In the event no such designation is on file, or if said beneficiary or
beneficiaries do not survive the Recipient or if the Committee is in doubt
as to the appropriate beneficiary, the Committee may deliver the shares to
the legal representative of the Recipient's estate and thereby be relieved
of all liability with respect to distributions payable on account of the
Recipient's death.
4. This Agreement shall be governed in accordance with the laws of the
State of California.
-3-
5. The headings of this Agreement are for convenience only and are to be
ignored if inconsistent with the text.
6. This Agreement shall be binding on any successor of the Company.
7. The Company and Committee shall retain all rights and authority under
the Long-Term Incentive Plan of 2004 with respect to this Award. All
definitions and terms used in this Agreement are qualified in their
entirety by reference to said Plan.
IN WITNESS WHEREOF, The Company has granted this Restricted Stock Award
on ________________, at El Segundo, California, which date is the date of this
Award.
UNOCAL CORPORATION
-4-
