EXHIBIT 4.5b
AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1997 STOCK INCENTIVE PLAN
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THIS AGREEMENT is entered into this ____ day of ____________, 1997, between
Cross Timbers Oil Company, a Delaware corporation (herein called "Company"), and
____________________________________ (herein called "Grantee"), pursuant to the
provisions of the Cross Timbers Oil Company 1997 Stock Incentive Plan (the
"Plan"). The Compensation Committee of the Board of Directors of the Company
(the "Committee") has determined that Grantee is eligible to participate as a
Grantee under 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 Article IV of the Plan _____ 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 when the
Common Stock closes on the New York Stock Exchange at or above $_____ per share.
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 exchange on which the Common Stock is traded.
3. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that:
(a) With respect to the calendar year in which such performance shares are
vested, Grantee shall include in his gross income for federal income tax
purposes the fair market value of the performance shares upon the vesting of the
performance shares.
(b) The grant of options is special incentive compensation which will not
be taken into account as "wages" or "salary" in determining the amount of
payment or benefit to Grantee under any pension, thrift, stock, or deferred
compensation plan of the Company.
(c) In behalf of Grantee's beneficiary, such grant shall not affect the
amount of any life insurance coverage available to such beneficiary under any
life insurance plan covering employees of the Company or any subsidiary.
(d) The Company may hold unvested performance shares in escrow until the
performance shares vest.
4. TERM. Any performance shares which remain unvested on the tenth
anniversary of the date of this Agreement shall be canceled, shall not vest and
shall be returned to the Company.
5. DEATH OR DISABILITY. Upon death of Grantee, or upon termination of
Grantee's employment by reason of permanent disability (as determined by the
Committee), all unvested performance shares granted herein shall immediately
vest.
6. 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
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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.
7. NON-TRANSFERABILITY. The performance shares granted hereunder are not
transferable or assignable by Grantee. [THE PERFORMANCE SHARES GRANTED
HEREUNDER SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED, OR
OTHERWISE DISPOSED OF PRIOR TO SIX MONTHS AFTER THE DATE OF GRANT, EXCEPT BY
WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.]
8. NO EMPLOYMENT COMMITMENT. Grantee acknowledges that neither the grant
of performance shares nor the execution of this Agreement by the Company will be
interpreted or construed as imposing upon the Company an obligation to retain
Grantee's services for any stated period of time, which employment shall
continue to be at the pleasure of the Company at such compensation as it shall
determine, unless otherwise provided in a written employment agreement.
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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:___________________________
Xxxxxxxx Xxxxxxxx, Name: Xxx X. Xxxxxxx
Secretary Title: Chairman of the Board and
Chief Executive Officer
______________________________
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