NOBLE ENERGY, INC. RESTRICTED STOCK AGREEMENT
EXHIBIT 10.14
NOBLE
ENERGY, INC.
RESTRICTED
STOCK AGREEMENT
THIS AGREEMENT, made and entered into
as of the _____ day of ____________, _____, by and between NOBLE ENERGY, INC., a
Delaware corporation (the “Company”), and _________________________
(“Employee”),
WITNESSETH
THAT:
WHEREAS,
the Compensation, Benefits and Stock Option Committee of the Company’s Board of
Directors (the “Committee”), acting under the Company’s 1992 Stock Option and
Restricted Stock Plan adopted on January 28, 1992, as amended (the “Plan”), has
the authority to award restricted shares of the common stock of the Company to
certain employees of the Company or an Affiliate (as defined in the Plan);
and
WHEREAS,
pursuant to the Plan the Committee has determined to make such an award to
Employee on the terms and conditions and subject to the restrictions set forth
in the Plan and this Agreement, and Employee desires to accept such
award;
NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
1. Restricted Stock
Award. On the terms and conditions and subject to the
restrictions, including forfeiture, hereinafter set forth, the Company hereby
awards to Employee, and Employee hereby accepts, a restricted stock award (the
“Award”) of __________ shares (the “Restricted Shares”) of common stock, par
value $3.33 1/3 per share, of the Company. The Award is made
effective as of _______________, _____ (the “Effective Date”). The
Restricted Shares shall be issued in book-entry or stock certificate form in the
name of Employee as of the Effective Date and delivered to Employee on the
Effective Date or as soon thereafter as practicable. Employee shall
take all such action as may be requested by the Company to cause the Restricted
Shares to be deposited with the Company, together with any executed stock powers
and/or other instruments of transfer reasonably requested by the Company, to be
held by the Company in escrow for Employee’s benefit until such time as the
Restricted Shares are either forfeited by Employee to the Company or the
restrictions thereon terminate as set forth in this Agreement.
2. Vesting and
Forfeiture.
(a) Until
the third anniversary of the Effective Date, (i) the Restricted Shares shall be
subject to being forfeited by Employee to the Company as provided in this
Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange,
pledge or otherwise encumber or dispose of any of the Restricted Shares unless
the restrictions applicable to such
shares have terminated in accordance with the provisions of this Agreement or
the Plan.
(b) If
Employee remains employed by the Company or an Affiliate until:
(1) the
first anniversary of the Effective Date, then on such anniversary date 20% of
the Restricted Shares (or if such percentage results in a number of shares that
includes a fraction, then the next lower whole number of shares) shall become
nonforfeitable and the other restrictions applicable hereunder to such shares
shall terminate;
(2) the
second anniversary of the Effective Date, then on such anniversary date an
additional 30% of the Restricted Shares (or if such percentage results in a
number of shares that includes a fraction, then the next lower whole number of
shares) shall become nonforfeitable and the other restrictions applicable
hereunder to such shares shall terminate; and
(3) the
third anniversary of the Effective Date, then on such anniversary date the
remainder of the Restricted Shares shall become nonforfeitable and the other
restrictions applicable hereunder to such shares shall terminate.
As soon
as practicable (but in no event later than 60 days) after the termination of the
restrictions applicable hereunder to a portion of the Restricted Shares, such
portion of the Restricted Shares, together with any dividends or other
distributions with respect to such shares then being held by the Company
pursuant to the provisions of this Agreement, shall be delivered to Employee
free of such restrictions.
(c) If
Employee’s employment with the Company or an Affiliate terminates prior to the
third anniversary of the Effective Date by reason of Employee’s death or
Disability (as defined in Section 2(e)(ii) hereof), the restrictions applicable
hereunder to all of the Restricted Shares that are still subject to the
restrictions of this Agreement shall terminate, and as soon as practicable (but
in no event later than 60 days) after such termination of employment the
Restricted Shares, together with any dividends or other distributions with
respect to such shares then being held by the Company pursuant to the provisions
of this Agreement, shall be delivered to Employee (or in the event of Employee’s
death, to Employee’s estate) free of such restrictions. If Employee’s
employment with the Company or an Affiliate terminates prior to the third
anniversary of the Effective Date for any reason other than Employee’s death or
Disability, then on the date of such termination of employment all of the
Restricted Shares that are still subject to the restrictions of this Agreement
shall be forfeited by Employee and transferred to the Company at no cost to the
Company.
(d) If
a Change in Control (as defined in Section 2(e)(i) hereof) occurs prior to the
third anniversary of the Effective Date and while Employee is employed by the
Company or an Affiliate, all of the Restricted Shares that are still subject to
the restrictions of this Agreement shall become nonforfeitable and the other
restrictions applicable
hereunder to such shares shall terminate. As soon as practicable (but
in no event later than 60 days) after the termination of such restrictions the
Restricted Shares (and/or any successor securities or other property
attributable to the Restricted Shares that may result from the Change in
Control), together with any dividends or other distributions with respect to
such shares then being held by the Company pursuant to the provisions of this
Agreement, shall be delivered to Employee free of such
restrictions.
(e) For
the purposes of this Agreement, transfers of employment without interruption of
service between or among the Company and its Affiliates shall not be considered
a termination of employment, and the following terms as used herein shall have
the following meanings:
(i) A
“Change in Control” shall be deemed to have occurred if:
(1) individuals
who, as of the date hereof, constitute the Board of Directors of the Company
(the “Incumbent Board”) cease for any reason to constitute at least fifty-one
percent (51%) of the Board of Directors of the Company, provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company’s stockholders was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be, for
purposes of this Agreement, considered as though such person were a member of
the Incumbent Board;
(2) the
stockholders of the Company shall approve a reorganization, merger or
consolidation, in each case, with respect to which persons who were the
stockholders of the Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own outstanding voting securities
representing at least fifty-one percent (51%) of the combined voting power
entitled to vote generally in the election of directors (“Voting Securities”) of
the reorganized, merged or consolidated company;
(3) the
stockholders of the Company shall approve a liquidation or dissolution of the
Company or a sale of all or substantially all of the stock or assets of the
Company; or
(4) any
“person,” as that term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its
subsidiaries, any employee benefit plan of the Company or any of its
subsidiaries, or any entity organized, appointed or established by the Company
for or pursuant to the terms of such a plan), together with all “affiliates” and
“associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of
such person (as well as any “Person” or “group” as those terms are used in
Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial
owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of securities of the Company representing
in the aggregate twenty-five percent (25%) or more of either (A) the then
outstanding shares of common stock, par value $3.33-1/3 per share, of the
Company (“Common Stock”) or (B) the Voting Securities of the Company, in either
such case other than solely as a result of acquisitions of such securities
directly from the Company. Without limiting the foregoing, a person
who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares the power to vote, or to direct the
voting of, or to dispose, or to direct the disposition of, Common Stock or other
Voting Securities of the Company shall be deemed the beneficial owner of such
Common Stock or Voting Securities.
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Notwithstanding the foregoing, a “Change in Control” of the Company shall not be
deemed to have occurred for purposes of subparagraph (4) of this Section 2(e)(i)
solely as the result of an acquisition of securities by the Company which, by
reducing the number of shares of Common Stock or other Voting Securities of the
Company outstanding, increases (i) the proportionate number of shares of Common
Stock beneficially owned by any person to twenty-five percent (25%) or more of
the shares of Common Stock then outstanding or (ii) the proportionate voting
power represented by the Voting Securities of the Company beneficially owned by
any person to twenty-five percent (25%) or more of the combined voting power of
all then outstanding Voting Securities; provided, however, that if any person
referred to in clause (i) or (ii) of this sentence shall thereafter become the
beneficial owner of any additional shares of Common Stock or other Voting
Securities of the Company (other than a result of a stock split, stock dividend
or similar transaction), then a Change in Control of the Company shall be deemed
to have occurred for purposes subparagraph (4) of this Section
2(e)(i).
(ii) The
“Disability” of Employee shall mean that Employee is disabled, due to sickness,
injury or other physical or mental incapacity, and as a result of such
disability is entitled to receive disability benefits under the Company’s
long-term disability insurance plan.
3. Rights as
Shareholder. Subject to the provisions of this Agreement, upon
the issuance of the Restricted Shares to Employee, Employee shall become the
owner thereof for all purposes and shall have all rights as a stockholder,
including voting rights and the right to receive dividends and distributions,
with respect to the Restricted Shares. If the Company shall pay or
declare a dividend or make a distribution of any kind, whether due to a
reorganization, recapitalization or otherwise, with respect to the shares of
Company common stock constituting the Restricted Shares, then the Company shall
pay or make such dividend or other distribution with respect to the Restricted
Shares; provided, however, that with respect to any of the Restricted Shares
that are still subject to the restrictions of this Agreement, the cash, stock or
other securities and other property constituting such dividend or other
distribution pertaining to such Restricted Shares shall be held by the Company
subject to the restrictions applicable hereunder to such Restricted Shares until
such Restricted Shares are either forfeited by Employee and transferred to the
Company or the restrictions thereon terminate as set forth in this
Agreement. If the Restricted Shares with respect to which such
dividend or distribution was paid or made are forfeited by Employee pursuant to
the provisions hereof, then Employee shall
not be entitled to receive such dividend or distribution and such dividend or
distribution shall likewise be forfeited and transferred to the
Company. If the restrictions applicable to the Restricted Shares with
respect to which such dividend or distribution was paid or made terminate in
accordance with the provisions of this Agreement, then Employee shall be
entitled to receive such dividend or distribution with respect to such shares,
without interest, and such dividend or distribution shall likewise be delivered
to Employee.
4. Withholding
Taxes.
(a) Employee
may elect, within 30 days of the Effective Date and on notice to the Company, to
realize income for federal income tax purposes equal to the fair market value of
the Restricted Shares on the Effective Date. In such event, Employee
shall make arrangements satisfactory to the Company or the appropriate Affiliate
to pay in the year of the Award any federal, state or local taxes required to be
withheld with respect to such shares. Such arrangements may include,
to the extent such arrangements are acceptable to the Company or such Affiliate
and do not provide for tax withholding in amounts in excess of the minimum
withholding requirements contemplated by SFAS 123(R), the transfer of the
Restricted Shares or other shares of Common Stock to the Company or such
Affiliate for application to satisfy such withholding requirements on the basis
of the Fair Market Value (as defined in the Plan) of such shares on the date of
transfer to the Company or such Affiliate. If Employee fails to make
such payments, then any provision of this Agreement to the contrary
notwithstanding, the Company and its Affiliates shall, to the extent permitted
by law, have the right to deduct from any payments of any kind otherwise due
from the Company or an Affiliate to or with respect to Employee, whether or not
pursuant to this Agreement, or the Plan and regardless of the form of payment,
any federal, state or local taxes of any kind required by law to be withheld
with respect to the Restricted Shares.
(b) If
no election is made by Employee pursuant to Section 4(a) hereof, then upon the
termination of the restrictions applicable hereunder to the Restricted Shares,
Employee (or in the event of Employee’s death, the administrator or executor of
Employee’s estate) will pay to the Company or the appropriate Affiliate, or make
arrangements satisfactory to the Company or such Affiliate regarding payment of,
any federal, state or local taxes of any kind required by law to be withheld
with respect to the Restricted Shares. Such arrangements may include,
to the extent such arrangements are acceptable to the Company or such Affiliate
and do not provide for tax withholding in amounts in excess of the minimum
withholding requirements contemplated by SFAS 123(R), the transfer of the
Restricted Shares or other shares of Common Stock to the Company or such
Affiliate for application to satisfy such withholding requirements on the basis
of the Fair Market Value (as defined in the Plan) of such shares on the date of
transfer to the Company or such Affiliate. If Employee (or in the
event of Employee’s death, the administrator or executor of Employee’s estate)
fails to make such payments, then any provision of this Agreement to the
contrary notwithstanding, the Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct from any payments of any kind
otherwise due from the Company or an Affiliate to or with respect to Employee,
whether or not pursuant to this Agreement, or the Plan and regardless of the
form of
payment, any federal, state or local taxes of any kind required by law to be
withheld with respect to the Restricted Shares.
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5. Reclassification of
Shares. In case of any consolidation or merger of another
corporation into the Company in which the Company is the surviving corporation
and in which there is a reclassification or change (including the right to
receive cash or other property) of the Restricted Shares (other than a change in
par value, or from par value to no par value, or as a result of a subdivision or
combination, but including any change in such shares into two or more classes or
series of shares), the Committee may provide that payment of the Restricted
Shares shall take the form of the kind and amount of shares of stock and other
securities (including those of any new direct or indirect parent of the
Company), property, cash or any combination thereof receivable upon such
consolidation or merger.
6. Effect on
Employment. Nothing contained in this Agreement shall confer
upon Employee the right to continue in the employment of the Company or an
Affiliate, or affect any right which the Company or an Affiliate may have to
terminate the employment of Employee.
7. Legend. Any
certificate representing the Restricted Shares shall conspicuously set forth on
the face or back thereof, in addition to any legends required by applicable law
or other agreement, a legend in substantially the following form:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THE TERMS OF
THE NOBLE ENERGY, INC. 1992 STOCK OPTION PLAN AND RESTRICTED STOCK PLAN AND MAY
NOT BE SOLD, ASSIGNED, TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED OR OTHERWISE
ENCUMBERED OR DISPOSED OF IN ANY MANNER, EXCEPT AS SET FORTH IN THE TERMS OF THE
AGREEMENT EMBODYING THE AWARD OF SUCH SHARES DATED _________________. A COPY OF
SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE COMPANY.
8. Assignment. The
Company may assign all or any portion of its rights and obligations under this
Agreement. The Award, the Restricted Shares and the rights and
obligations of Employee under this Agreement may not be sold, assigned,
transferred, discounted, exchanged, pledged or otherwise encumbered or disposed
of by Employee other than by will or the laws of descent and
distribution.
9. Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of (i) the Company and its successors and assigns, and (ii) Employee,
and Employee’s heirs, devisees, executors, administrators and personal
representatives.
10. Amendment. This
Agreement may be amended or terminated at any time by an instrument in writing
to such effect executed by both parties.
11. Notices. All
notices required or permitted to be given or made under this Agreement shall be
in writing and shall be deemed to have been duly given or made if (i)
delivered
personally, (ii) transmitted by first class registered or certified United
States mail, postage prepaid, return receipt requested, (iii) sent by prepaid
overnight courier service, or (iv) sent by telecopy or facsimile transmission,
answer back requested, to the person who is to receive it at the address that
such person has theretofore specified by written notice delivered in accordance
herewith. Such notices shall be effective (i) if delivered personally
or sent by courier service, upon actual receipt by the intended recipient, (ii)
if mailed, upon the earlier of five days after deposit in the mail or the date
of delivery as shown by the return receipt therefor, or (iii) if sent by
telecopy or facsimile transmission, when the answer back is
received. The Company or Employee may change, at any time and from
time to time, by written notice to the other, the address that the Company or
Employee had theretofore specified for receiving notices. Until such
address is changed in accordance herewith, notices under this Agreement shall be
delivered or sent (i) to Employee at Employee’s address as set forth in the
records of the Company, or (ii) to the Company at the principal executive
offices of the Company clearly marked “Attention: Xxx
Xxxxxxx”.
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12. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas without regard to its principles
of conflict of laws.
13. Severability. If
any provision of this Agreement is held to be unenforceable, this Agreement
shall be considered divisible and such provision shall be deemed inoperative to
the extent it is deemed unenforceable, and in all other respects this Agreement
shall remain in full force and effect; provided, however, that if any such
provision shall be deemed to be so limited and shall be enforceable by
limitation thereof, then the provision shall be so limited and shall be
enforceable to the maximum extent permitted by applicable law.
14. Further
Assurances. The parties agree to execute such additional
instruments and to take all such further action as may be reasonably necessary
to carry out the intent and purposes of this Agreement.
15. Entire
Agreement. This Agreement and Plan set forth the entire
agreement between the parties with respect to the subject matter hereof, and
supersede all prior agreements and understandings, whether written or oral,
between the parties with respect to the subject matter hereof.
16. Subject to
Plan. The Award, the Restricted Shares and this Agreement are
subject to all of the terms and conditions of the Plan as amended from time to
time. In the event of any conflict between the terms and conditions
of the Plan and those set forth in this Agreement, the terms and conditions of
the Plan shall control.
17. Counterparts. This
Agreement may be executed by the parties hereto in any number of counterparts,
each of which shall be deemed an original, and all of which shall constitute one
and the same agreement.
18. Descriptive
Headings. The descriptive headings herein are inserted for
convenience of reference only, do not constitute a part of this Agreement, and
shall not affect in any manner the meaning or interpretation of this
Agreement.
19. References. The
words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of
similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited.
[SIGNATURE
PAGE TO FOLLOW]
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IN
WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the
date first written above.
NOBLE ENERGY,
INC.
By:
Name: Xxxxxxx. D.
Davidson______
Title: Chairman, President and
CEO
EMPLOYEE
____________________________
Employee
Signature
_____________________________
Employee Printed Name
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STOCK
POWER AND ASSIGNMENT
SEPARATE
FROM CERTIFICATE
FOR VALUE
RECEIVED and pursuant to that certain Noble Energy, Inc. 1992 Stock Option and
Restricted Stock Plan Restricted Stock Agreement dated as of
_________________________ (the “Agreement”), the undersigned Employee hereby
sells, assigns and transfers unto Noble Energy, Inc., __________ shares of the
Common Stock, $3.33 1/3 par value per share, of Noble Energy, Inc., a
Delaware corporation (the
“Company”), standing in the undersigned’s name on the books of the Company, and
does hereby irrevocably constitute and appoint the Secretary of the Company as
the undersigned’s attorney-in-fact, with full power of substitution, to transfer
said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE
USED AS AUTHORIZED BY THE AGREEMENT.
Dated:
_________________________
EMPLOYEE:
______________________________
Name Printed:
___________________
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