EXHIBIT 4.5C
AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1998 STOCK INCENTIVE PLAN
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THIS AGREEMENT is entered into this ______ day of ______, 1998, 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 1998 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 be a participant in the Plan
and, to carry out its purposes, has this day authorized the grant, pursuant to
the Plan, of the options 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 OPTIONS. Subject to all of the terms, conditions, and
provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee options pursuant to which Grantee shall have the right and option under
the Plan to purchase from the Company all or any part of an aggregate of 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 options are
not intended to be Incentive Stock Options, as defined in the Plan.
2. OPTION PRICE. The option or purchase price payable by Grantee to the
Company in exercise of this option shall be $_______ per share, being the fair
market value of the Common Stock of the Company on this date (the "Grant Date")
as determined according to the Plan. Upon exercise of this option, Grantee must
pay to the Company, in full, the option price for the shares of Common Stock
issuable pursuant to such exercise with cash. Grantee may also pay to the
Company, in full, the option price with Common Stock owned by Grantee on the
date of exercise or Common Stock acquired pursuant to such exercise, provided
that Grantee provides satisfactory evidence, in the opinion of the Secretary or
any Assistant Secretary of the Company, that Grantee directly owns or owns
through a brokerage account on the date of exercise shares of Common Stock
sufficient to pay the option price, and that the Grantee has owned such shares
for six months or more (such Common Stock being valued at fair market value on
the date of such exercise).
3. EXERCISE PERIOD. Options may be exercised only upon the following
terms and conditions:
(a) One-fifth of the options granted on a Grant Date will become
exercisable on each of the first, second, third, fourth, and fifth
anniversaries of such Grant Date. [ALTERNATIVELY, ONE-HALF OF THE
TOTAL NUMBER OF OPTIONS GRANTED WILL BECOME EXERCISABLE WHEN THE
COMMON STOCK CLOSES ON THE NEW YORK STOCK EXCHANGE AT OR ABOVE $______
PER SHARE. IF THE COMMON STOCK CLOSES ON THE NEW YORK STOCK EXCHANGE
AT OR ABOVE $______ PER SHARE, THEN THE REMAINING OPTIONS GRANTED WILL
BECOME EXERCISABLE. IF THE COMMON STOCK IS NOT LISTED ON THE NEW YORK
STOCK EXCHANGE, THEN ANY
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REFERENCE IN THIS AGREEMENT TO THE NEW YORK STOCK EXCHANGE WILL BE
DEEMED TO BE THE PRINCIPAL SECURITIES EXCHANGE ON WHICH THE COMMON
STOCK IS TRADED.]
(b) The right to exercise options will be cumulative. An option must be
exercised in multiples of 10% of the options then exercisable.
(c) Any options which remain unexercised on the tenth anniversary of the
Grant Date will expire.
(d) In the event that Grantee stands for reelection as a director of the
Company but fails to be reelected, such failure shall not affect
options granted hereunder. In all other events where Grantee does not
continue as a director of the Company, Grantee may thereafter exercise
only those options that were exercisable upon the date Grantee ceased
to be a director and only during the period occurring within two years
after Grantee ceased to be a director (but not after the expiration of
the Option Term), and to the extent not exercised in such two-year
period the options will expire; provided, that, in the event of the
death of Grantee, the options may be exercised as provided in Section
2.7(a) of the Plan. Reference is made to the Plan for other terms and
conditions upon which the options may be exercised or terminate.
(e) Options may be exercised only if the Common Stock is duly registered
under the Securities Act of 1933 and applicable state securities laws,
or unless the issuance is exempt from such registrations.
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4. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that
with respect to the calendar year in which such options are exercised, Grantee
shall include in his gross income for federal income tax purposes the amount, if
any, by which the fair market value of the stock on the date of exercise, as
determined in Section 6.7(d) of the Plan, exceeds the option price.
5. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, the
options 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
and methods of exercise of the options, the adjustments to be made in the event
of changes in the capital structure of the Company, and of all of the other
provisions, terms, and conditions of the Plan applicable to the options 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.
6. TRANSFERABILITY. The options granted hereunder are not transferable
or assignable by Grantee 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:
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Xxxxxxxx Xxxxxxxx, Name: Xxx X. Xxxxxxx
Secretary Title: Chairman of the Board and
Chief Executive Officer
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