EXHIBIT 10.21
ENRON OIL & GAS COMPANY
DIRECTOR STOCK OPTION AGREEMENT AND GRANT
AGREEMENT made as of the 8th day of September, 1998, between
ENRON OIL & GAS COMPANY, a Delaware corporation (the "Company")
and _____________________________ (the "Director").
WHEREAS the Company having determined that its interest will
be advanced by providing an incentive to the Director to share in
its success, with added incentive to perform his duties as a
director of the Company effectively for and in the Company's
interest,
NOW, THEREFORE, in consideration thereof and of the
covenants hereafter set forth, and for other good and valuable
consideration, the parties hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants
to Director, effective on the date hereof, the right and option
("Option") to purchase all or any part of an aggregate of 35,000
Shares, as a matter of separate agreement and not as part of any
plan or program maintained for the benefit of employees of the
Company. This Option shall not be treated as an incentive shares
option within the meaning of section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Purchase Price. The purchase price of Shares purchased
pursuant to the exercise of this Option shall be $14.1875 per
Share, which has been determined to be not less than the Fair
Market Value of a Share at the date of grant of this Option.
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 any time and from time to
time after the date of grant hereof, but 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
("vested shares"), in accordance with the following schedule:
Percentage of Shares
Number of Full Years That May Be Purchased
Less than 1 year 0%
1 year 50%
2 years or more 100%
This Option is not transferable by Director otherwise than
by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in Section 414 of
the Code or Section 206 of the Employee Retirement Income
Security Act, as amended, and may be exercised only by Director
(or Director's guardian or legal representative) during
Director's lifetime and while Director remains a member of the
Board of Directors of the Company (the "Board"), except that:
(a) If Director's membership on the Board
terminates voluntarily by Director, this Option may be
exercised by Director at any time during the period of
three months following such termination, or by
Director'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 Director) during
a period of one year following Director's death if
Director dies during such three-month period, but in
each case only as to the number of Shares Director was
entitled to purchase hereunder upon exercise of this
Option as of the date Director's membership on the
Board so terminates.
(b) If Director's membership on the Board
terminates by reason of disability, all unvested shares
will vest, and this Option may be exercised in full by
Director (or Director's guardian or legal
representative or Director'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
Director) at any time during the period of three years
following such termination. As used herein,
"disability" shall mean the inability to perform the
duties and services as a director of the Company by
reason of a medically determinable physical or mental
impairment supported by medical evidence which in the
opinion of the Board can be expected to result in death
or which can be expected to last for a continuous
period of not less than twelve (12) months.
(c) If Director dies while a member of the Board,
all unvested shares will vest, and the Director'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 Director, may exercise this
Option in full at any time during the period of three
years following the date of Director's death.
(d) If Director's membership on the Board
terminates by reason of retirement, all unvested shares
will vest, and this Option may be exercised in full by
Director (or Director's guardian or legal
representative or Director'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
Director) at any time during the period of three years
following such termination. As used herein,
"retirement" shall mean a) termination from the Board
after at least five (5) years of service and attainment
of at least age 65 for Directors who are not employees
of the Company or any of its affiliates or b) as
defined in the Enron Corp. 1991 Stock Plan for
Directors who are employees of the Company or any of
its affiliates.
(e) If Director's membership on the Board
terminates for any reason other than as described in
(a), (b), (c) or (d) above, unless Director is removed
for cause, this Option may be exercised in full by
Director at any time during the period of three months
following such termination, or by Director'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 Director) during a period of one year
following Director's death if Director dies during such
three-month period. For purposes of this Agreement,
"cause" shall mean Director's gross negligence or
willful misconduct in performance of his duties as a
director, or Director's final conviction of a felony or
of a misdemeanor involving moral turpitude.
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 order
of the Company), (B) by delivering to the Company Shares having a
Fair Market Value equal to the purchase price, or (C) any
combination of cash or Shares. No fraction of a Share shall be
issued or delivered by the Company upon exercise of an Option or
accepted by the Company in payment of the purchase price thereof;
rather, Director shall provide a cash payment for such amount as
is necessary to effect the issuance or delivery and acceptance of
only whole Shares. Unless and until a certificate or
certificates representing such Shares shall have been issued by
the Company to Director, Director (or the person permitted to
exercise this Option in the event of Director's death) shall not
be or have any of the rights or privileges of a stockholder 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 acquired by exercise of
this Option results in compensation income to Director for
federal or state income tax purposes, Director shall deliver to
the Company at the time of such exercise or disposition such
amount of money or Shares as the Company may require to meet its
obligation under applicable tax laws or regulations, and, if
Director fails to do so, the Company is authorized to withhold
from any cash or Shares remuneration then or thereafter payable
to Director any tax required to be withheld by reason of such
resulting compensation income.
5. Status of Shares. The Company intends to register for
issuance under the Securities Act of 1933, as amended (the
"Act"), the Shares 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 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. In the event exemption from registration under the
Act is available upon an exercise of this Option, Director (or
the person permitted to exercise this Option in the event of
Director'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.
Director agrees that the Shares which Director 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. Director also
agrees (i) that the certificates representing the Shares
purchased under this Option may bear such legend or legends as
the Company deems appropriate in order to assure compliance with
applicable securities laws, (ii) that the Company may refuse to
register the transfer of the Shares 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) that the Company may give related instructions to its
transfer agent, if any, to stop registration of the transfer of
the Shares purchased under this Option.
6. 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 Director.
7. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be duly executed by its officer thereunto duly authorized, and
Director has executed this Agreement, all as of the day and year
first above written.
ENRON OIL & GAS COMPANY
By: ___________________
___________________
Director
