FORM OF STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE XTO ENERGY INC.
EXHIBIT 10.5
FORM OF STOCK AWARD
AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE
2004 STOCK INCENTIVE PLAN
THIS AGREEMENT is entered into this day of , 200 , between XTO Energy Inc., a Delaware corporation (the “Company”), and , a non-employee Director of the Company (“Grantee”), pursuant to the provisions of the XTO Energy Inc. 2004 Stock Incentive Plan (the “Plan”). The Corporate Governance and Nominating Committee of the Board of Directors of the Company has determined that Grantee is eligible to be a participant in the Plan and, to carry out its purposes, has this day authorized the grant, pursuant to the Plan, of the stock award 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 Stock Award. Subject to all of the terms, conditions and provisions of the Plan and of this Agreement, the Company hereby grants to Grantee under Section 10 of the Plan shares of the common stock of the Company, par value one cent ($0.01) per share (the “Common Stock”), which shares will consist of authorized but unissued shares or issued shares reacquired by the Company. Such shares are being issued as a stock award in the form of performance shares under the Plan.
2. Vesting. The performance shares granted herein will vest when the Common Stock closes on the New York Stock Exchange at or above $ per share. Alternatively, one-third of the performance shares will vest on each of the first, second and third anniversaries of the date of this Agreement. 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 market on which the Common Stock is traded or quoted.
3. Grantee’s Agreement. Grantee expressly and specifically agrees that:
| (a) | With respect to the calendar year in which any of the performance shares vest, Grantee will include in his or her gross income for federal, state and local income tax purposes the fair market value of the performance shares that vested. |
| (b) | The Company may hold the certificate for unvested performance shares until the performance shares vest or the performance shares may be uncertificated shares issued in the name of the Grantee and held in a restricted account by the Company’s transfer agent. |
4. Term. Any performance shares that remain unvested on the seventh anniversary of the date of this Agreement will be canceled, will not vest, and will be returned to the Company.
5. Death or Termination of Service. Upon death of Grantee, or upon termination of Grantee’s service as a director for any other reason, all unvested performance shares granted herein will immediately vest.
6. Other Terms, Conditions and Provisions. As noted above, 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 and Plan prospectus and hereby consents to receive any updates to
2
the Plan or Plan prospectus electronically. The parties agree that the entire text of the Plan is incorporated by reference as if copied herein. Reference is made to the Plan for a full description of the rights of Grantee and all of the other terms, conditions and provisions of the Plan applicable to the performance shares granted herein. If any of the provisions of this Agreement vary from or are in conflict with the Plan, the provisions of the Plan will be controlling.
7. Non-Transferability. The performance shares granted hereunder are not transferable or assignable by Grantee.
8. Rights as a Stockholder. Grantee will have the voting, dividend, and other rights of stockholders of the Company prior to and upon vesting of the performance shares. If the performance shares are canceled, all such rights will then be canceled.
IN WITNESS WHEREOF, this Agreement is executed and entered into effective on the day and year first above expressed.
| By: |
| |
| Name: |
Xxx X. Xxxxxxx | |
| Title: |
Chairman of the Board and | |
| Chief Executive Officer | ||
| GRANTEE | ||
|
| ||
3
