EXHIBIT 4.5D
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 performance shares 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 PERFORMANCE SHARES. Subject to all of the terms, conditions,
and provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee under the Plan 3,375 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 shares are being issued as performance shares under the Plan.
2. VESTING. The performance shares granted herein shall vest
immediately.
3. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that
Grantee shall include in his gross income for federal income tax purposes the
fair market value of the performance shares on the date of grant, which price
per share is _______.
4. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, 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 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 of
Grantee and of all of the other provisions, terms, and conditions of the Plan
applicable to the performance shares 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.
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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