EXHIBIT 4.3
FORM OF
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
AGREEMENT made as of the __ day of ____, 20__, between FOREST OIL
CORPORATION, a New York corporation (the "Company"), and __________________
("Director").
To carry out the purposes of the FOREST OIL CORPORATION 2001 STOCK
INCENTIVE PLAN (the "Plan"), by affording Director the opportunity to purchase
shares of the common stock of the Company, par value $.10 per share ("Stock"),
and in consideration of the mutual agreements and other matters set forth herein
and in the Plan, the Company and Director hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Director the
right and option ("Option") to purchase all or any part of an aggregate of ____
shares of Stock on the terms and conditions set forth herein and in the Plan,
which Plan is incorporated herein by reference as a part of this Agreement. In
the event of any conflict between the terms of this Agreement and the Plan, the
Plan shall control. Capitalized terms used but not defined in this Agreement
shall have the meaning attributed to such terms under the Plan, unless the
context requires otherwise. This Option shall not be treated as an incentive
stock option within the meaning of section 422(b) of the Code.
2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to the
exercise of this Option shall be $_____ per share, which has been determined to
be not less than the Fair Market Value of the Stock at the date of grant of this
Option. For all purposes of this Agreement, Fair Market Value of Stock shall be
determined in accordance with the provisions of the Plan.
3. EXERCISE OF OPTION. Subject to the earlier expiration of this Option
as herein provided, this Option may be exercised, by written notice to the
Company at its principal executive office addressed to the attention of its
Corporate Secretary (or such other officer or employee of the Company as the
Company may designate from time to time), at any time and from time to time
after the date of grant hereof.
This Option may be exercised only while Director remains a member of the
Board of Directors of the Company (the "Board") and for one year thereafter, and
this Option will terminate and cease to be exercisable on the first anniversary
of the date upon which Director's membership on the Board terminates. However,
this Option shall not be exercisable in any event after, and shall become null
and void upon, the expiration of ten years from the date of grant hereof.
The purchase price of shares as to which this Option is exercised shall be
paid in full at the time of exercise (a) in cash (including check, bank draft or
money order payable to the order of the Company), (b) by delivering or
constructively tendering to the Company shares of Stock having a Fair Market
Value equal to the purchase price (provided such shares used for this purpose
must have been held by Director for such minimum period of time as may be
established from time to time by the Committee), (c) if the Stock is readily
tradable on a national securities
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market, through a "cashless-broker" exercise in accordance with a Company
established policy or program for the same, or (d) any combination of the
foregoing. No fraction of a share of Stock shall be issued by the Company upon
exercise of an Option or accepted by the Company in payment of the exercise
price thereof; rather, Director shall provide a cash payment for such amount as
is necessary to effect the issuance and acceptance of only whole shares of
Stock. Unless and until a certificate or certificates representing such shares
shall have been issued by the Company to Director, Director (or the person
permitted to exercise this Option in the event of Director's death) shall not be
or have any of the rights or privileges of a shareholder of the Company with
respect to shares acquirable upon an exercise of this Option.
4. WITHHOLDING OF TAX. To the extent that the exercise of this Option or
the disposition of shares of Stock acquired by exercise of this Option results
in compensation income or wages to Director for federal, state or local tax
purposes, Director shall deliver to the Company at the time of such exercise or
disposition such amount of money or shares of Stock as the Company may require
to meet its minimum obligation under applicable tax laws or regulations. No
exercise of this Option shall be effective until Director (or the person
permitted to exercise this Option in the event of Director's death) has made
arrangements approved by the Company to satisfy all applicable minimum tax
withholding requirements of the Company.
5. STATUS OF STOCK. The Company intends to register for issuance under
the Securities Act of 1933, as amended (the "Act") the shares of Stock
acquirable upon exercise of this Option, and to keep such registration effective
throughout the period this Option is exercisable. In the absence of such
effective registration or an available exemption from registration under the
Act, issuance of shares of Stock acquirable upon exercise of this Option will be
delayed until registration of such shares is effective or an exemption from
registration under the Act is available. The Company intends to use its
reasonable efforts to ensure that no such delay will occur. In the event
exemption from registration under the Act is available upon an exercise of this
Option, Director (or the person permitted to exercise this Option in the event
of Director's death), if requested by the Company to do so, will execute and
deliver to the Company in writing an agreement containing such provisions as the
Company may require to assure compliance with applicable securities laws.
Director agrees that the shares of Stock which Director may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable federal or state securities
laws. Director also agrees that (i) the certificates representing the shares of
Stock purchased under this Option may bear such legend or legends as the
Committee deems appropriate in order to assure compliance with applicable
securities laws, (ii) the Company may refuse to register the transfer of the
shares of Stock purchased under this Option on the stock transfer records of the
Company if such proposed transfer would in the opinion of counsel satisfactory
to the Company constitute a violation of any applicable securities law, and
(iii) the Company may give related instructions to its transfer agent, if any,
to stop registration of the transfer of the shares of Stock purchased under this
Option.
6. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Director.
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7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties with regard to the subject matter hereof, and contains all the
covenants, promises, representations, warranties and agreements between the
parties with respect to the Option granted hereby. Without limiting the scope of
the preceding sentence, all prior understandings and agreements, if any, among
the parties hereto relating to the subject matter hereof are hereby null and
void and of no further force and effect. Any modification of this Agreement
shall be effective only if it is in writing and signed by both Director and an
authorized officer of the Company.
8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.
"COMPANY"
FOREST OIL CORPORATION
By:
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NAME:
TITLE:
"DIRECTOR"
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