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EXHIBIT 10.20
DEVON DELAWARE CORPORATION
DIRECTOR'S RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the 17th day of
August, 1999, by and between Devon Delaware Corporation, a Delaware corporation
(the "Company"), and Xxxxx X. Xxxx (the "Grantee").
The Company and the Grantee therefore agree as follows:
1. GRANT OF RESTRICTED STOCK. Effective as of the Effective Time of the
merger of PennzEnergy Company into the Company, as defined in that certain
Amended and Restated Agreement and Plan of Merger by and among Devon Energy
Corporation, Devon Delaware Corporation, Devon Oklahoma Corporation and
PennzEnergy Company, dated as of May 19, 1999 (the"Date of Grant"), the Company
has awarded to the Grantee a total of 15,000 shares of Common Stock, subject to
the conditions and restrictions set forth below (the "Restricted Stock").
2. RESTRICTIONS. The shares of Restricted Stock granted hereunder to
the Grantee may not be sold, assigned, transferred, pledged or otherwise
encumbered from the Date of Grant until the date that the Grantee obtains a
vested right to the shares (and the restrictions thereon terminate) in
accordance with the provisions of this Section 2 or as otherwise provided in
Section 6 below. (The period of time between the Date of Grant and the date that
the Grantee obtains a vested right to shares of Restricted Stock shall be
referred to herein as the "Restricted Period" as to those shares of stock.) In
the event that any day on which the Grantee would otherwise obtain a vested
right to additional shares of Restricted Stock is a Saturday, Sunday or holiday,
the Grantee shall instead obtain that vested right on the first business day
immediately following such date. The Grantee shall have a vested right to the
number of shares of Restricted Stock indicated below as of the dates set forth
below, provided that the Grantee has not resigned as a Director of the Company
since the Date of Grant:
Number of
Date Shares First Vested
---------- -------------------
May 1, 2000 5,000
May 1, 2001 5,000
May 1, 2002 5,000
All of the foregoing provisions of this Section 2 are subject to the provisions
of Section 6 below, addressing an event that may result in forfeiture of the
Grantee's interest in all or part of the Restricted Shares.
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3. NO CODE SECTION 83(b) ELECTION. The Grantee shall not make an
election, under Code Section 83(b), to include an amount in income in respect of
the Restricted Stock.
4. SALE OF RESTRICTED STOCK. The Grantee agrees that the Grantee shall
not sell, transfer or dispose of the Restricted Stock and that the Company shall
not be obligated to deliver any shares of Common Stock if counsel to the Company
determines that such sale, transfer, disposition or delivery would violate any
applicable law or any rule or regulation of any governmental authority or any
rule or regulation of, or agreement of the Company with, any securities exchange
or association upon which the Common Stock is listed or quoted. The Company
shall in no event be obligated to take any affirmative action in order to cause
the delivery of shares of Common Stock to comply with any such law, rule,
regulation or agreement.
5. ESCROW OF SHARES. Shares of Restricted Stock shall be registered in
the name of the Grantee and deposited with the Secretary of the Company,
together with a stock power endorsed by the Grantee in blank. Any certificate
shall bear a legend as provided by the Company, conspicuously referring to the
terms, conditions and restrictions described in this Agreement. Upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered upon written request to
the Grantee as promptly as is reasonably practicable following such termination.
6. FORFEITURE. If the Grantee's service as Chairman of the Board of
Directors of the Company shall terminate for any reason other than voluntary
resignation (excluding a resignation at the request of the Board of Directors)
prior to all shares of Restricted Stock having become vested pursuant to the
provisions of Section 2 hereof, all such shares of Restricted Stock shall
immediately be fully vested. If the Grantee shall resign voluntarily from the
Board of Directors (excluding a resignation at the request of the Board of
Directors) prior to vesting in any portion of the shares of Restricted Stock,
the Grantee shall forfeit all right to those unvested shares of Restricted Stock
unless otherwise determined by the Board.
7. BENEFICIARY DESIGNATIONS. The Grantee shall file with the Secretary
of the Company on the form appended to this Agreement as Exhibit A or such other
form as may be prescribed by the Company, a designation of one or more
beneficiaries (each, a "Beneficiary") to whom shares otherwise due to the
Grantee shall be distributed in the event of the death of the Grantee while
serving as a Director of the Company. The Grantee shall have the right to change
the Beneficiary or Beneficiaries from time to time; provided, however, that any
change shall not become effective until received in writing by the Secretary of
the Company. If any designated Beneficiary survives the Grantee but dies before
receiving all of the Grantee's benefits hereunder, any remaining benefits due
the Grantee shall be distributed to the deceased Beneficiary's estate. If there
is no effective Beneficiary designation on file with the Secretary of the
Company at the time of the Grantee's death, or if the designated Beneficiary or
Beneficiaries have all predeceased such Grantee, the payment of any remaining
benefits shall be made to the Grantee's estate.
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8. NONALIENATION OF BENEFITS. Except as contemplated by Section 7
above, and other than pursuant to a qualified domestic relations order, no right
or benefit under this Agreement shall be subject to transfer, anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary,
involuntary or by operation of law, and any attempt to transfer, anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be void. No
right or benefit hereunder shall in any manner be liable for or subject to any
debts, contracts, liabilities or torts of the person entitled to such benefits.
If the Grantee or the Grantee's Beneficiary hereunder shall become bankrupt or
attempt to transfer, anticipate, alienate, assign, sell, pledge, encumber or
charge any right or benefit hereunder, other than as contemplated by Section 7
above or other than pursuant to a qualified domestic relations order, or if any
creditor shall attempt to subject the same to a writ of garnishment, attachment,
execution, sequestration or any other form of process or involuntary lien or
seizure, then such right or benefit shall cease and terminate.
9. PREREQUISITES TO BENEFITS. Neither the Grantee nor any person
claiming through the Grantee shall have any right or interest in the Restricted
Stock awarded hereunder, unless and until all the terms, conditions and
provisions of this Agreement which affect the Grantee or such other person shall
have been complied with as specified herein.
10. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Grantee (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of the Restricted Stock once
such shares have been registered in the Grantee's name or issued for the benefit
of the Grantee hereunder.
11. ADJUSTMENTS. Appropriate adjustments shall be made to the
Restricted Stock upon the occurrence of (i) a reclassification, subdivision,
combination or dividend of the Company's Common Stock or (ii) a consolidation or
merger with or into, or lease transfer or sale of substantially all the
Company's assets to another entity.
12. NOTICE. Unless the Company notifies the Grantee in writing of a
different procedure, any notice or other communication to the Company with
respect to this Agreement shall be in writing and shall be:
(a) delivered personally to the following address:
Devon Delaware Corporation
Corporate Secretary
00 Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, Xxxxxxxx
or
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(b) sent by first class mail, postage prepaid and addressed as
follows:
Devon Delaware Corporation
Attention: Corporate Secretary
00 Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000-0000
Any notice or other communication to the Grantee with respect to this Agreement
shall be in writing and shall be delivered personally or shall be sent by first
class mail, postage prepaid, to the Grantee's address as listed in the records
of the Company on the Grant Date, unless the Company has received written
notification from the Grantee of a change of address.
13. AMENDMENT. This Agreement may be amended, provided, however, that
an amendment shall not adversely affect the rights of the Grantee with respect
to the Award evidenced hereby without the Grantee's written consent.
14. GRANTEE SERVICE. Nothing contained in this Agreement, and no action
of the Company or the Committee with respect hereto, shall confer or be
construed to confer on the Grantee any right to continue in the service of the
Company as a Director.
15. SUCCESSORS AND ASSIGNS. This Agreement shall bind and enure to the
benefit of and be enforceable by the Grantee, the Company and their respective
permitted successors and assigns (including personal representatives, heirs and
legatees), except that the Grantee may not assign any rights or obligations
under this Agreement except to the extent and in a manner expressly provided
herein.
16. GOVERNING LAW. This Agreement shall in all respects be governed by,
and construed and enforced in accordance with, the laws of the State of Delaware
to the extent not preempted by federal law.
17. CONSTRUCTION. References in this Agreement to "this Agreement" and
the words "herein," "hereof," "hereunder" and similar terms include all Exhibits
appended hereto. The headings of the Sections of this Agreement have been
included for convenience of reference only and are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
18. DUPLICATE ORIGINALS. The Company and the Grantee may sign any
number of copies of this Agreement. Each signed copy shall be an original, but
all of them together represent the same agreement.
19. ENTIRE AGREEMENT. The Grantee and the Company hereby declare and
represent that no promise or agreement not herein expressed has been made and
that this Agreement contains the entire agreement between the parties hereto
with respect to the
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Restricted Stock granted herein and replaces and makes null and void any prior
agreements, oral or written, between the Grantee and the Company regarding the
Restricted Stock award.
20. GRANTEE ACCEPTANCE. The Grantee shall signify acceptance of the
terms and conditions of this Agreement by signing in the space provided at the
end hereof and returning an executed copy to the Company.
DEVON DELAWARE CORPORATION
By: /s/ J. Xxxxx Xxxxxxx
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Name: J. Xxxxx Xxxxxxx
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Title: President & Chief Executive Officer
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ACCEPTED:
/s/ Xxxxx X. Xxxx
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Grantee: Xxxxx X. Xxxx
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Exhibit A to Director's Restricted Stock Award
Agreement, dated as of August ____, 1999
DEVON DELAWARE CORPORATION
DESIGNATION OF BENEFICIARY
I, ___________________________________ (the "Grantee"), hereby declare
that upon my death _____________________________________ (the "Beneficiary") of
Name
______________________________________________________________________________,
Street Address City State Zip Code
who is my ___________________________________________, shall be entitled to the
Relationship to the Grantee
Restricted Stock and all other rights accorded the Grantee by the
above-referenced grant agreement (the "Agreement").
It is understood that this Designation of Beneficiary is made pursuant
to the Agreement and is subject to the conditions stated therein, including the
Beneficiary's survival of the Grantee's death. If any such condition is not
satisfied, such rights shall devolve according to the Grantee's will or the laws
of descent and distribution.
It is further understood that all prior designations of beneficiary
under the Agreement are hereby revoked and that this Designation of Beneficiary
may only be revoked in writing, signed by the Grantee and filed with the Company
prior to the Grantee's death.
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Date Grantee
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