EXHIBIT 4.5d
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 performance shares 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 PERFORMANCE SHARES. Subject to all of the terms, conditions,
and provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee under Article V of the Plan 2,250 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 shares are being issued as performance shares
under the Plan.
2. VESTING. The performance shares granted herein shall vest immediately
and shall not be subject to forfeiture.
3. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that
Grantee shall include in his gross income for federal income tax purposes the
fair market value of the performance shares on the date of grant, which price
per share is ______.
4. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, the
performance shares 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 of
Grantee and of all of the other provisions, terms, and conditions of the Plan
applicable to the performance shares 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.
5. NON-TRANSFERABILITY. The performance shares granted hereunder shall
not be sold, assigned, pledged, hypothecated, transferred, or otherwise disposed
of prior to six months after the date of grant, except 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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