RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, made as of this ____ day of _________________, ____, by
and between Southwestern Energy Company, a corporation (the "Company") and
_______________________ (the "Grantee").
WITNESSETH:
WHEREAS, the Grantee is now serving as an officer or key employee of
the Company and the Company desires to afford the Grantee the opportunity to
acquire, or enlarge, the Grantee's stock ownership in the Company so that the
Grantee may have a direct proprietary interest in the Company's success;
NOW, THEREFORE, in consideration of the covenants and agreement herein
contained, the parties hereto hereby agree as follows:
1. Grant of Restricted Stock
The Company hereby grants to the Grantee, subject to the terms and
conditions herein set forth, the right to receive from the Company _____ shares
of Restricted Stock ($.10 par value) of the Company to be issued from treasury
shares separate and apart from the Southwestern Energy Company 1993 Stock
Incentive Plan.
2. Definitions
a. "Change in Control" shall mean the occurrence of any of the
following:
(i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act, an "Acquiring Person")
becomes the "beneficial owner" (as such term is defined in
Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then
outstanding securities, excluding any employee benefit plan
sponsored or maintained by the Company (or any trustee of such
plan acting as trustee);
(ii) the Company's stockholders approve an agreement
to merge or consolidate the Company with another corporation
(other than a corporation 50% or more of which is controlled
by, or is under common control with, the Company);
(iii) any individual who is nominated by the Board of
Directors for election to the Board of Directors on any date
fails to be so elected as a direct or indirect result of any
proxy fight or contested election for positions on the Board;
(iv) a "change in control" of the Company of a nature
that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A promulgated under the
Exchange Act occurs; or
(v) a majority of the Board determines in its sole
and absolute discretion that there has been a Change in
Control of the Company or that there will be a Change in
Control of the Company upon the occurrence of certain
specified events and such events occur.
b. "Committee" shall mean the Compensation Committee of the Board
of Directors or such other committee as the Board of Directors
shall appoint from time to time to administer the Plan;
provided, however, that the Committee shall at all times
consist of two or more persons, each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3
promulgated under Section 16 of the Exchange Act.
c. "Company" shall mean Southwestern Energy Company, an Arkansas
corporation, and each of its Subsidiaries.
d. "Company Stock" shall mean the common stock of the Company.
e. "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
f. "Issue Date" shall mean the date established by the Committee
on which certificates representing shares of Restricted Stock
shall be issued by the Company pursuant to the terms hereof.
g. "Person" shall mean a "person," as such term is used in
Sections 13(d) and 14(d) of the Exchange Act.
h. "Restricted Stock" shall mean a share of Company Stock which
is granted pursuant to the terms hereof and which is subject
to the restrictions set forth herein for so long as such
restrictions continue to apply to such share.
i. "Securities Act" shall mean the Securities Act of 1933, as
amended.
j. "Vesting Date" shall mean the date established by the
Committee on which a share of Restricted Stock or Phantom
Stock may vest.
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3. Term and Restrictions
(a) Issue Date and Vesting Date
The Issue Date of the Restricted Stock granted hereunder shall be the
effective date of this agreement. Except as provided in Sections 3(c) and 3(f),
stock certificates representing the shares of Restricted Stock granted hereunder
shall be issued in accordance with Section 3(d) hereof. Such shares shall vest
ratably over a three year period from the date hereof (the "Vesting Dates").
Except as provided in Sections 3(c) and 3(f), and provided that all conditions
to the vesting of a share of Restricted Stock imposed pursuant to Section 3(b)
hereof are satisfied, upon the occurrence of the Vesting Date with respect to a
share of Restricted Stock, such share shall vest and the restrictions of Section
3(c) hereof shall cease to apply to such share.
(b) Conditions to Vesting
Except for continuation of employment with the Company as provided in
Section 3(f) hereof, there are no conditions to the vesting of the shares of
Restricted Stock granted hereunder.
(c) Restrictions on Transfer Prior to Vesting
Prior to the vesting of a share of Restricted Stock, no transfer of
Grantee's rights with respect to such share, whether voluntary or involuntary,
by operation of law or otherwise, shall vest the transferee with any interest or
right in or with respect to such share, but immediately upon any attempt to
transfer such rights, such share, and all of the rights related thereto, shall
be forfeited by the Grantee, and the transfer shall be of no force or effect.
(d) Issuance of Certificates
(1) Except as provided in Sections 3(c) or 3(f) hereof, reasonably
promptly after the Issue Date with respect to shares of Restricted Stock, the
Company shall cause to be issued a stock certificate, registered in the name of
the Grantee to whom such shares were granted, evidencing such shares; provided,
that the Company shall not cause to be issued such a stock certificate unless it
has received a stock power duly endorsed in blank with respect to such shares.
Each such stock certificates shall bear the following legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the restrictions,
terms and conditions (including forfeiture provisions and
restrictions against transfer) contained in an Agreement
entered into between the registered owner of such shares and
Southwestern Energy Company. A copy of the Agreement is on
file in the office of the Secretary of Southwestern Energy
Company, 0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000.
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Such legend shall not be removed from the certificate evidencing such shares
until such shares vest pursuant to the terms hereof.
(2) Each certificate issued pursuant to Section 3(d)(1) hereof,
together with the stock powers relating to the shares of Restricted Stock
evidenced by such certificate, shall be deposited by the Company with a
custodian designated by the Company. The Company shall cause such custodian to
issue to the Grantee a receipt evidencing the certificates held by it which are
registered in the name of the Grantee.
(e) Consequences Upon Vesting
Upon the vesting of a share of Restricted Stock pursuant to the terms
hereof, the restrictions of Section 3(c) hereof shall cease to apply to such
share. Reasonably promptly after a share of Restricted Stock vests pursuant to
the terms hereof, the Company shall cause to be issued and delivered to the
Grantee, a certificate evidencing such share, free of the legend set forth in
Section 3(d)(1) hereof, together with any other property of the Grantee held by
the custodian pursuant to Section 4(b) hereof.
(f) Effect of Termination of Employment
In the event that the employment of the Grantee with the Company shall
terminate for any reason prior to the vesting of shares of the Restricted Stock,
all shares of Restricted Stock granted to the Grantee hereunder which have not
vested as of the date of such termination shall immediately be forfeited.
(g) Effect of Change in Control
Upon the occurrence of a Change in Control, all shares of Restricted
Stock granted hereunder which have not theretofore vested, or been canceled or
forfeited pursuant to any provision hereof or of the Plan, shall immediately
vest.
4. Adjustment Upon Changes in Company Stock
(a) Outstanding Restricted Stock
Unless the Committee in its absolute discretion otherwise determines,
any securities or other property (including dividends paid in cash) received by
Grantee with respect to a share of Restricted Stock, the Issue Date with respect
to which occurs prior to such event, but which has not vested as of the date of
such event, as a result of any dividend, stock split, reverse stock split,
recapitalization, merger, consolidation, combination, exchange of shares or
otherwise will not vest until such share of Restricted Stock vests, and shall be
promptly deposited with the custodian
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designated pursuant to Paragraph 3(d)(2) hereof. The Committee has determined
that the right to receive cash dividends paid on the shares of Restricted Stock
shall vest on the Issue Date.
The Committee may, in its absolute discretion, adjust the grant of
shares of Restricted Stock made hereunder, provided the Issue Date has not
occurred as of the date of the occurrence of any of the following events, to
reflect any dividend, stock split, reverse stock split, recapitalization,
merger, consolidation, combination, exchange of shares or similar corporate
change as the Committee may deem appropriate to prevent the enlargement or
dilution of rights of Grantee under the grant.
(b) No Other Rights
Except as expressly provided herein, the Grantee shall have no rights
by reason of any subdivision or consolidation of shares of stock of any class,
the payment of any dividend, any increase or decrease in the number of shares of
stock of any class or any dissolution, liquidation, merger or consolidation of
the Company or any other corporation. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of Company
Stock subject to the Restricted Stock granted hereunder.
5. Rights as a Shareholder
The Grantee shall have no rights as a stockholder with respect to any
shares of Company Stock covered by or relating to the Restricted Stock granted
hereunder until the date of the issuance of a stock certificate with respect to
such shares. Except as otherwise expressly provided in Section 4 hereof, no
adjustment to the Restricted Stock shall be made for dividends or other rights
for which the record date occurs prior to the date such stock certificate is
issued.
6. No Special Employment Rights; No Right To Restricted Stock
Nothing contained herein shall confer upon Grantee any right with
respect to continuation of his employment by the Company or interfere in any way
with the right of the Company, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of Grantee from the rate in existence on
the date hereof. The grant of the Restricted Stock hereunder shall neither
require or prevent the granting of any subsequent Restricted Stock to Grantee or
any other person.
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7. Securities Matters
(a) The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of any interests in the Plan or this Agreement or
any shares of Company Stock to be issued hereunder or to effect similar
compliance under any state laws. Notwithstanding anything herein to the
contrary, the Company shall not be obligated to cause to be issued or delivered
any certificates evidencing shares of Company Stock pursuant to this Agreement
unless and until the Company is advised by its counsel that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of the New York Stock
Exchange and any other securities exchange on which shares of Company Stock are
traded. The Committee may require, as a condition of the issuance and delivery
of certificates evidencing shares of Company Stock pursuant to the terms hereof,
that the recipient of shares make such agreements and representations, and that
such certificates bear such legends as the Committee, in its sole discretion,
deems necessary or desirable.
8. Withholding Taxes
(a) Cash Remittance
Whenever shares of Company Stock are to be issued upon the occurrence
of the Issue Date or the Vesting Date and whenever dividends are paid in respect
of non-vested shares of restricted stock, the Company shall have the right to
require the Grantee to remit to the Company in cash an amount sufficient to
satisfy federal, state and local withholding tax requirements, if any,
attributable to such occurrence prior to the delivery of any certificate or
certificates for such shares.
(b) Stock Remittance
Subject to Section 8(d) hereof, at the election of the Grantee, subject
to the approval of the Committee, when shares of Company Stock are to be issued
upon the occurrence of the Issue Date or the Vesting Date, in lieu of the
remittance required by Section 8(a) hereof, the Grantee may tender to the
Company a number of shares of Company Stock determined by such Grantee, the Fair
Market Value of which at the tender date the Committee determines to be
sufficient to satisfy the federal, state and local withholding tax requirements,
if any, attributable to such exercise and not greater than the Grantee's
estimated total federal, state and local tax obligations associated with such
exercise.
(c) Stock Withholding
The Company shall have the right, when shares of Company Stock are to
be issued upon the occurrence of the Issue Date or the Vesting Date, in lieu of
requiring the remittance required by Section 8(a) hereof, to withhold a number
of such shares, the Fair Market Value of which at
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the exercise date the Committee determines to be sufficient to satisfy the
federal, state and local withholding tax requirements, if any, attributable to
such occurrence and is not greater than the Grantee's estimated total federal,
state and local tax obligations associated with such exercise.
(d) Timing and Method of Elections
Notwithstanding any other provisions hereof, if the Grantee is subject
to Section 16(b) of the Exchange Act, the Grantee may not make the election
described in Section 8(b) hereof prior to the expiration of six months after the
date of this Agreement, except in the event of the death or Disability of the
Grantee. If the Grantee is subject to Section 16(b) of the Exchange Act, the
Grantee may not make such election other than (i) during the 10-day window
period beginning on the third business day following the date of release for
publication of the Company's quarterly and annual summary statements of sales
and earnings and ending on the twelfth business day following such date or (ii)
at least six months prior to the date such election is made. Such election shall
be irrevocable and shall be made by the delivery to the Company's principal
office, to the attention of its Secretary, of a written notice signed by the
Grantee.
9. Transfers Upon Death
No transfer by will or the laws of descent and distribution of the
Restricted Stock granted hereunder, shall be effective to bind the Company
unless the Committee shall have been furnished with (a) written notice thereof
and with a copy of the will and/or such evidence as the Committee may deem
necessary to establish the validity of the transfer and (b) an agreement by the
transferee to comply with all the terms and conditions of this Agreement that
are or would have been applicable to the Grantee and to be bound by the
acknowledgments made by the Grantee in connection with the grant of the
Restricted Stock.
10. Failure to Comply
In addition to the remedies of the Company elsewhere provided for
herein, failure by the Grantee (or beneficiary) to comply with any of the terms
and conditions of this Agreement, unless such failure is remedied by the Grantee
(or beneficiary) within ten days after having been notified of such failure by
the Committee, shall be grounds for the cancellation and forfeiture of the
Restricted Stock, in whole or in part as the Committee, in its absolute
discretion, may determine.
11. Applicable Law
Except to the extent preempted by any applicable federal law, this
Agreement will be construed and administered in accordance with the laws of the
State of Arkansas, without reference to the principles of conflicts of law.
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12. Notices
Any notice hereunder to the Company shall be addressed to it at its
office, P. O. Xxx 0000, Xxxxxxxxxxxx, XX 00000-0000: Attention: Secretary,
and any notice hereunder to Grantee shall be addressed to the Grantee
at __________________________________________. Either party may designate at
any time hereafter in writing some other address.
IN WITNESS WHEREOF, Southwestern Energy Company has caused this
Agreement to be executed by its undersigned duly authorized officer as of the
____ day of ____________, ____.
SOUTHWESTERN ENERGY COMPANY
ATTEST: (Seal) By: _____________________________________
President and Chief Executive Officer
By: _______________________________
Senior Vice President
_____________________________________
(Grantee)
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