EXHIBIT 10.19
EDGE PETROLEUM CORPORATION
1997 INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the 3rd day of
March, 1997 (the "Grant Date"), by and between EDGE PETROLEUM CORPORATION, a
Delaware corporation (the "Company"), and XXXXXXX X. XXXX (the "Grantee").
The Company has adopted the Edge Petroleum Corporation 1997
Incentive Plan (the "Plan"), a copy of which is appended to this Agreement as
Exhibit A and by this reference made a part hereof, for the benefit of eligible
employees, directors and independent contractors of the Company and its
Subsidiaries. Capitalized terms used and not otherwise defined herein shall have
the meaning ascribed thereto in the Plan.
Pursuant to the Plan, the Committee, which has generally been
assigned responsibility for administering the Plan, has determined that it would
be in the interest of the Company and its stockholders to grant the options
provided herein in order to provide Grantee with additional remuneration for
services rendered, to encourage Grantee to remain in the employ of the Company
or its Subsidiaries and to increase Grantee's personal interest in the continued
success and progress of the Company.
The Company and Grantee therefore agree as follows:
1. Grant of Option. Subject to the terms and conditions herein, the
Company grants to the Grantee during the period commencing on March 3, 1997 and
expiring at 5 p.m. Houston, Texas time ("Close of Business") on March 3, 2007
(the "Option Term"), subject to earlier termination pursuant to Section 6 below,
an option to purchase from the Company, at the price per share set forth on
Schedule 1 hereto (the "Option Price"), the number of shares of Company Common
Stock ("Common Stock") set forth on said Schedule 1 (the "Option Shares"). The
Option Price and Option Shares are subject to adjustment pursuant to Section 9
below. This option is as a "Nonqualified Stock Option" and is hereinafter
referred to as the "Option."
2. Conditions of Exercise. The Option is exercisable only in accordance
with the conditions stated in this Section.
(a) Except as otherwise provided in this Subsection (a), the
Option may only be exercised to the extent the Option Shares have
become available for purchase in accordance with the following
schedule:
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Perentage of Option
Date Shares Available for Purchase
March 3, 1998 20%
March 3, 1999 40%
March 3, 2000 60%
March 3, 2001 80%
March 3, 2002 100%
Notwithstanding the foregoing, no additional Option Shares shall become
available for purchase if Grantee has not remained in the continuous
employment of the Company and its Subsidiaries through the applicable
date; provided, however, that any Option Shares that would otherwise
become available for purchase pursuant to the foregoing schedule during
the 12-month period ending on the first anniversary of the date of
Grantee's termination of employment shall become available for purchase
on the specified date during such period if the Grantee's employment
was terminated for any reason other than (i) by the Company or any
Subsidiary for Cause (as defined in Section 6 below) or (ii)
voluntarily by the Grantee without Good Reason (as defined in Section 6
below). A change of employment is continuous employment within the
meaning of this Section 2 provided that, after giving effect to such
change, the Grantee continues to be an employee of the Company or any
Subsidiary.
(b) To the extent the Option becomes exercisable, such Option
may be exercised in whole or in part (at any time or from time to time,
except as otherwise provided herein) until expiration of the Option
Term or earlier termination thereof.
(c) All of the foregoing provisions of this Section 2 are
subject to (i) the provisions of Section 6 below, addressing events
that may result in early termination of the Option and (ii) the
provisions of any written employment agreement between the Grantee and
the Company or a Subsidiary that applies, by its terms, to this
Agreement and that is in effect at the time its provisions would become
operative with respect to this Agreement.
3. Manner of Exercise. The Option shall be considered exercised (as to
the number of Option Shares specified in the notice referred to in Subsection
(a) below) on the latest of (i) the date of exercise designated in the written
notice referred to in Subsection (a) below, (ii) if the date so designated is
not a business day, the first business day following such date or (iii) the
earliest business day by which the Company has received all of the following:
(a) Written notice, in such form as the Committee may require,
designating, among other things, the date of exercise and the number of
Option Shares to be purchased;
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(b) If the Option is to be exercised, payment of the Option
Price for each Option Share to be purchased in cash, Common Stock or in
such other form (or combination of forms) of payment contemplated by
Section 11 of the Plan as the Committee or the provisions of Section 11
of the Plan may permit; provided, however, that any shares of Common
Stock delivered in payment of the Option Price that are or were the
subject of an Employee Award must be shares that the Grantee has owned
for a period of at least six months prior to the date of exercise; and
(c) Any other documentation that the Committee may reasonably
require.
4. Mandatory Withholding for Taxes. Grantee acknowledges and agrees
that the Company shall deduct from the cash and/or shares of Common Stock
otherwise payable or deliverable upon exercise of the Option an amount of cash
and/or number of shares of Common Stock (valued at their Fair Market Value on
the date of exercise) that is equal to the amount of all federal, state and
local taxes required to be withheld by the Company upon such exercise, as
determined by the Committee.
5. Delivery by the Company. As soon as practicable after receipt of all
items referred to in Section 3, and subject to the withholding referred to in
Section 4, the Company shall deliver to the Grantee certificates issued in
Grantee's name for the number of Option Shares purchased by exercise of the
Option. If delivery is by mail, delivery of shares of Common Stock shall be
deemed effected for all purposes when a stock transfer agent of the Company
shall have deposited the certificates in the United States mail, addressed to
the Grantee, and any cash payment shall be deemed effected when a Company check,
payable to Grantee and in an amount equal to the amount of the cash payment,
shall have been deposited in the United States mail, addressed to the Grantee.
6. Termination of Employment. Unless otherwise determined by the
Committee in its sole discretion, the Option shall terminate, prior to the
expiration of the Option Term, at the time specified below:
(a) If Grantee terminates employment with the Company and its
Subsidiaries voluntarily without Good Reason (as defined below), then
the Option shall terminate at the Close of Business on the first
business day following the expiration of the 90-day period which began
on the date of termination of Grantee's employment; or
(b) If Grantee's employment with the Company and its
Subsidiaries is terminated by the Company or a Subsidiary for Cause (as
defined below), then the Option shall terminate immediately upon such
termination of Grantee's employment.
In any event in which the Option remains exercisable for a
period of time following the date of termination of Grantee's employment, the
Option may be exercised during such period of time only to the extent it was
exercisable as provided in Section 2 on such date of termination of Grantee's
employment. A change of employment is continuous employment within the meaning
of this Section 6 provided that, after giving effect to such change, the Grantee
continues to be an employee of the Company or any Subsidiary. Notwithstanding
any period of time referenced in this Section 6 or any other provision of this
Section that may be construed to the contrary, the Option shall in any event
terminate upon the expiration of the Option Term.
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"Cause" for purposes of the Agreement shall mean cause as
defined in any written employment agreement between the Grantee and the Company
or a Subsidiary in effect at the time of the Grantee's termination of employment
or, in the absence of any such employment agreement, any of the following: (a)
the Grantee is convicted of a felony involving moral turpitude, (b) the Grantee
commits a willful serious act intending to enrich himself at the expense of the
Company or any affiliated entity, or (c) the Grantee, in carrying out his duties
and responsibilities under this Agreement, (i) is guilty of willful gross
neglect, or (ii) voluntarily engages in conduct that results in material harm to
the Company or any affiliated entity, unless such conduct was reasonably
believed by the Grantee in good faith to be in the best interests of the
Company.
"Good Reason" for purposes of the Agreement shall mean (a)
good reason as defined in any written employment agreement between the Grantee
and the Company or a Subsidiary in effect at the time of the Grantee's
termination of employment, (b) if such an agreement is then in effect and does
not define "good reason" but contains a provision permitting the Grantee to
voluntarily terminate employment, upon the occurrence of certain events, on
terms substantially equal to those applicable to an involuntary termination
without cause, "Good Reason" shall mean any of those events or (c) in the
absence of any such employment agreement definition or provision, "Good Reason"
shall be deemed to have occurred upon the happening of any of the following:
(i) any reduction in Grantee's annual rate of salary;
(ii) either (x) a failure of the Company to continue in effect
any employee benefit plan in which Grantee was participating or (y) the
taking of any action by the Company that would adversely affect
Grantee's participation in, or materially reduce Grantee's benefits
under, any such employee benefit plan, unless such failure or such
taking of any action adversely affects the senior members of the
corporate management of the Company generally;
(iii) the assignment to Grantee of duties and responsibilities
that are materially more oppressive or onerous than those attendant to
Grantee's position immediately after the date hereof;
(iv) the relocation of the office location as assigned to
Grantee by the Company to a location more than 20 miles from Grantee's
current location without Grantee's consent; or
(v) the failure of the Company to obtain, prior to the time of
any reorganization, merger, consolidation, disposition of all or
substantially all of the assets of the Company or similar transaction
effective after the date hereof, in which the Company is not the
surviving person, the unconditional assumption in writing or by
operation of law of the Company's obligations to Grantee under this
Agreement by each direct successor to the Company in any such
transaction.
All of the foregoing provisions of this Section 6 are subject
to the provisions of any written employment agreement between the Grantee and
the Company or a Subsidiary that is in effect at the time of the Grantee's
termination of employment and that applies, by its terms, to this Agreement.
7. Nontransferability of Option. During Grantee's lifetime, the Option
is not transferable (voluntarily or involuntarily) other than pursuant to a
domestic relations order and, except as otherwise required pursuant to a
domestic relations order, is exercisable only by the Grantee or Grantee's court
appointed legal representative. The Grantee may designate a beneficiary or
beneficiaries to whom the Option shall pass upon Grantee's death and may change
such designation from time to time by filing a written designation of
beneficiary or beneficiaries with the Committee on the form annexed hereto as
Exhibit B or such other form as may be prescribed by the Committee, provided
that no such designation shall be effective unless so filed prior to the death
of Grantee. If no such designation is made or if the designated beneficiary does
not survive the Grantee's death, the Option shall pass by will or the laws of
descent and distribution. Following Grantee's death, the Option, if otherwise
exercisable, may be exercised by the person to whom such option passes
accordingly to the foregoing and such person shall be deemed the Grantee for
purposes of any applicable provisions of this Agreement.
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8. No Stockholder Rights. The Grantee shall not be deemed for any
purpose to be, or to have any of the rights of, a stockholder of the Company
with respect to any shares of Common Stock as to which this Agreement relates
until such shares shall have been issued to Grantee by the Company. Furthermore,
the existence of this Agreement shall not affect in any way the right or power
of the Company or its stockholders to accomplish any corporate act, including,
without limitation, the acts referred to in Section 15 of the Plan.
9. Adjustments. As provided in Section 15 of the Plan, certain
adjustments may be made to the Option upon the occurrence of events or
circumstances described in Section 15 of the Plan.
10. Restrictions Imposed by Law. Without limiting the generality of
Section 16 of the Plan, the Grantee agrees that Grantee will not exercise the
Option and that the Company will not be obligated to deliver any shares of
Common Stock, if counsel to the Company determines that such exercise, 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 exercise of the Option or the resulting
delivery of shares of Common Stock to comply with any such law, rule, regulation
or agreement.
11. 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:
Edge Petroleum Corporation
Texaco Heritage Plaza
1111 Xxxxx, Suite 2100
Xxxxxxx, Xxxxx 00000
or (b) sent by first-class mail, postage prepaid and addressed as follows:
Edge Petroleum Corporation c/o Corporate
Secretary Texaco Heritage Plaza 1111 Xxxxx,
Suite 2100 Xxxxxxx, Xxxxx 00000.
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 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.
12. Amendment. Notwithstanding any other provisions hereof,
this Agreement may be supplemented or amended from time to time as approved
by the Committee as contemplated by Section 6 of the Plan. Without
limiting the generality of the foregoing, without the consent of the Grantee,
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(a) this Agreement may be amended or supplemented (i) to cure
any ambiguity or to correct or supplement any provision herein which
may be defective or inconsistent with any other provision herein, or
(ii) to add to the covenants and agreements of the Company for the
benefit of Grantee or surrender any right or power reserved to or
conferred upon the Company in this Agreement, subject, however, to any
required approval of the Company's stockholders and, provided, in each
case, that such changes or corrections shall not adversely affect the
rights of Grantee with respect to the Award evidenced hereby without
the Grantee's consent, or (iii) to make such other changes as the
Company, upon advice of counsel, determines are necessary or advisable
because of the adoption or promulgation of, or change in or of the
interpretation of, any law or governmental rule or regulation,
including any applicable federal or state securities laws; and
(b) subject to Section 6 of the Plan and any required approval
of the Company's stockholders, the Award evidenced by this Agreement
may be canceled by the Committee and a new Award made in substitution
therefor, provided that the Award so substituted shall satisfy all of
the requirements of the Plan as of the date such new Award is made and
no such action shall adversely affect the Option to the extent then
exercisable without the Grantee's consent.
13. Grantee Employment. 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 employ of the
Company or any of its Subsidiaries or interfere in any way with the right of the
Company or any employing Subsidiary to terminate the Grantee's employment at any
time, with or without cause; subject, however, to the provisions of any
employment agreement between the Grantee and the Company or any Subsidiary.
14. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Delaware.
15. Construction. References in this Agreement to "this Agreement" and
the words "herein," "hereof," "hereunder" and similar terms include all Exhibits
and Schedules appended hereto, including the Plan. This Agreement is entered
into, and the Award evidenced hereby is granted, pursuant to the Plan and shall
be governed by and construed in accordance with the Plan and the administrative
interpretations adopted by the Committee thereunder. All decisions of the
Committee upon questions regarding the Plan or this Agreement shall be
conclusive. Unless otherwise expressly stated herein, in the event of any
inconsistency between the terms of the Plan and this Agreement, the terms of the
Plan shall control. The headings of the Sections of this Agreement have been
included for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
16. 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.
17. Rules by Committee. The rights of the Grantee and obligations of
the Company hereunder shall be subject to such reasonable rules and regulations
as the Committee may adopt from time to time hereafter.
18. Entire Agreement. Subject to the provisions of any applicable
written employment agreement between the Grantee and the Company or any
Subsidiary, 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 Option and
replaces and makes null and void any prior agreements, oral or written, between
Grantee and the Company regarding the Option.
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19. Grantee Acceptance. Grantee shall signify acceptance of the terms
and conditions of this Agreement by signing in the space provided at the end
hereof and returning a signed copy to the Company.
ATTEST: EDGE PETROLEUM CORPORATION
/S/ Xxxxxx Xxxxxx By: /S/ Xxxxx X. Xxxxxxx
----------------- ---------------------
Secretary Name: Xxxx X. Xxxxxxx
Title: President
ACCEPTED:
/S/ Xxxxxxx X. Xxxx
--------------------
Xxxxxxx X. Xxxx
Schedule 1 to Non-Qualified Stock Option Agreement
dated as of March 3, 1997
Edge Petroleum Corporation 1997 Incentive Plan
Grantee: Xxxxxxx X. Xxxx
Grant Date: March 3, 1997
Option Price: $16.50 per share
Option Shares: 35,507 shares of Common Stock, $.01 par value per share.
Exhibit B to Non-Qualified Stock Option Agreement
dated as of March 3, 1997
Edge Petroleum Corporation 1997 Incentive Plan
Designation of Beneficiary
I, Xxxxxxx X. Xxxx (the "Grantee"), hereby declare
that upon my death _____________________________________ (the "Beneficiary") of
Name
______________________________________________________________________________,
Street Address City State Zip Code
who is my _________________________________________________, shall be entitled
Relationship to Grantee
to the Option and all other rights accorded the Grantee by the
above-referenced agreement (the "Agreement").
It is understood that this Designation of Beneficiary is made pursuant
to the Agreement and is subject to the conditions stated herein, 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.
/S/ Xxxxxxx X. Xxxx
--------- -----------------------
Date Xxxxxxx X. Xxxx, Grantee
