EXHIBIT 4.8
NONEMPLOYEE DIRECTOR AWARD
1997 Nonqualified Stock Option
No. _____
DEVON ENERGY CORPORATION
1997 STOCK OPTION PLAN
__________________________________
NONEMPLOYEE DIRECTOR
NONQUALIFIED STOCK OPTION
AWARD AGREEMENT
Participant
Name:______________________ Grant Date:___________, 199_
Vesting Schedule
Percent of Stock
Vesting Date: Option Exercisable
Shares Subject to Option:____________
Expiration Date:______________, 2007
Exercise Price: $_______________
Special Terms and Conditions:
NONEMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION
AWARD AGREEMENT
UNDER THE DEVON ENERGY CORPORATION
1997 STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT (the "Award Agreement"), made as
of the grant date set forth on the cover page of this Option
Agreement (the "Cover Page") at Oklahoma City, Oklahoma, by and
between the participant named on the Cover Page (the
"Participant") and DEVON ENERGY CORPORATION (the "Company"):
WITNESSETH:
WHEREAS, the Participant is a Nonemployee Director of the
Company and it is important to the Company that the Participant
be encouraged to remain a director of the Company; and
WHEREAS, in recognition of such facts, the Company desires
to provide to the Participant an opportunity to purchase shares
of the common stock of the Company, as hereinafter provided,
pursuant to the "Devon Energy Corporation 1997 Stock Option Plan"
(the "Plan"), a copy of which has been provided to the
Participant; and
WHEREAS, any capitalized terms used but not defined herein
have the same meanings given them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for good and valuable consideration,
the Participant and the Company hereby agree as follows:
Section 1. Grant of Stock Option. The Company hereby
grants to the Participant an a nonqualified stock option (the
"Stock Option"), to purchase all or any part of the number of
shares of its common stock, par value $.10 (the "Stock") set
forth on the Cover Page, under and subject to the terms and
conditions of this Award Agreement and the Plan which is
incorporated herein by reference and made a part hereof for all
purposes. The purchase price for each share to be purchased
hereunder shall be the exercise price set forth on the Cover Page
(the "Exercise Price").
Section 2. Times of Exercise of Stock Option. After,
and only after, the conditions of Section 9 hereof have been
satisfied, the Participant shall be eligible to exercise the
Stock Option from and after the vesting date set forth on the
Cover Page (the "Vesting Date").
Section 3. Term of Stock Option. Subject to earlier
termination as hereafter provided, the Stock Option shall expire
at the close of business on the expiration date set forth on the
Cover Page and may not be exercised after such expiration date;
provided, however, in no event shall the term of the Stock Option
be longer than ten years from the Date of Grant. At all times
during the period commencing with the date the Stock Option is
granted to the Participant and ending on the earlier of the
expiration of the Stock Option or the date which is three months
prior to the date the Stock Option is exercised by the
Participant, the Participant must be a director of the Company.
Section 4. Nontransferability of Stock Option. Except
as otherwise herein provided, the Stock Option shall not be
transferable otherwise than by will or the laws of descent and
distribution, and the Stock Option may be exercised, during the
lifetime of the Participant, only by the Participant. More
particularly (but without limiting the generality of the
foregoing), the Stock Option may not be assigned, transferred
(except as provided above), pledged or hypothecated in any way
whatsoever, shall not be assignable by operation of law and shall
not be subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other
disposition of the Stock Option contrary to the provisions hereof
shall be null and void and without effect.
Section 5. Acceleration of Stock Options on Death,
Disability or Other Special Circumstances. With respect to
shares subject to the Stock Option for which the applicable
Vesting Date has occurred, the Participant, or the representative
of a deceased Participant, shall automatically have the right to
purchase such shares within three months of the date of
termination of the Participant's status as a director of the
Company, one year in the case of a Participant suffering a
Disability or three years in the case of a deceased Participant,
but not beyond the Expiration Date.
Section 6. Method of Exercising Stock Option.
(a) Procedures for Exercise. The manner of exercising
the Stock Option herein granted shall be by written notice to the
Secretary of the Company at the time the Stock Option, or part
thereof, is to be exercised, and in any event prior to the
expiration of the Stock Option. Such notice shall state the
election to exercise the Stock Option, the number of shares of
Stock to be purchased upon exercise, the form of payment to be
used, and shall be signed by the person so exercising the Stock
Option.
(b) Form of Payment. Payment of the full Exercise
Price for shares of Stock purchased under this Award Agreement
shall accompany the Participant's written notice of exercise,
together with full payment for any applicable withholding taxes.
Payment shall be made (i) in cash or by check, draft or money
order payable to the order of the Company; (ii) by delivering
Stock or other equity securities of the Company having a Fair
Market Value on the date of payment equal to the amount of the
Exercise Price; (iii) by directing the Company to withhold shares
of Stock having a Fair Market Value at the date of payment equal
to the amount of the Exercise Price from the shares of Stock to
be delivered to the Participant upon exercise of the Stock Option
to the foregoing procedure which may be available for the
exercise of the Stock Option, the Participant may deliver to the
Company a notice of exercise which includes an irrevocable
instruction to the Company to deliver the stock certificate
representing the shares of Stock being purchased, issued in the
name of the Participant, to a broker approved by the Company and
authorized to trade in the Stock of the Company. Upon receipt of
such notice, the Company shall acknowledge receipt of the
executed notice of exercise and forward this notice to the
broker. Upon receipt of the copy of the notice which has been
acknowledged by the Company, and without waiting for issuance of
the actual stock certificate with respect to the exercise of the
Stock Option, the broker may sell the Stock or any portion
thereof. The broker shall deliver directly to the Company that
portion of the sales proceeds sufficient to cover the Exercise
Price and withholding taxes, if any. For all purposes of
effecting the exercise of the Stock Option, the date on which the
Participant gives the notice of exercise to the Company, together
with payment for the shares of Stock being purchased and any
applicable withholding taxes, shall be the date of exercise. If
a notice of exercise and payment are delivered at different
times, the date of exercise shall be the date the Company first
has in its possession both the notice and full payment as
provided herein.
(c) Further Information. In the event the Stock Option
is exercised, pursuant to the foregoing provisions of this
Section 6, by any person other than the Participant due to the
death of the Participant, such notice shall also be accompanied
by appropriate proof of the right of such person to exercise the
Stock Option. The notice so required shall be given by personal
delivery to the Secretary of the Company or by registered or
certified mail, addressed to the Company at 00 Xxxxx Xxxxxxxx,
Xxxxx 0000, Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000, and it shall be
deemed to have been given when it is so personally delivered or
when it is so deposited in the United States mail in an envelope
addressed to the Company, as aforesaid, properly stamped for
delivery as a registered or certified letter.
Section 7. Acceleration of Stock Option Upon "Corporate
Event". In the case of a "Corporate Event" as defined in Article
IX of the Plan, this Stock Option will automatically become fully
vested and immediately exercisable without the requirement of any
further act by the Company or the Participant. See Article IX of
the Plan for a more complete description of the effect of the
occurrence of a Corporate Event.
Section 8. Acceleration of Stock Option Upon "Change of
Control" and Acquisition Date". In the event that a Change of
Control Date or Acquisition Date (as defined in Sections 2.1 and
2.6 of the Plan) occurs with respect to the Company, any and all
Stock Options under this Award Agreement become automatically
fully vested and immediately exercisable with such acceleration
to occur without the requirement of any further act by either the
Company or the Participant.
Section 9. Securities Law Restrictions. The Stock
Option shall be exercised and Stock issued only upon compliance
with the Securities Act of 1933, as amended (the "Act"), and any
other applicable securities law, or pursuant to an exemption
therefrom. If deemed necessary by the Company to comply with the
Act or any applicable laws or regulations relating to the sale of
securities, the Participant, at the time of exercise and as a
condition imposed by the Company, shall represent, warrant and
agree that the shares of Stock subject to the Stock Option are
being purchased for investment and not with any present intention
to resell the same and without a view to distribution, and the
Participant shall, upon the request of the Company, execute and
deliver to the Company an agreement to such effect. The
Participant acknowledges that any stock certificate representing
Stock purchased under such circumstances will be issued with a
restricted securities legend.
Section 10. Notices. All notices or other communications
relating to the Plan and this Option Agreement as it relates to
the Participant shall be in writing and shall be delivered
personally or mailed (U.S. Mail) by the Company to the
Participant at the then current address as maintained by the
Company or such other address as the Participant may advise the
Company in writing.
IN WITNESS WHEREOF, the parties have executed this Option
Agreement as of the date and year first above written.
DEVON ENERGY CORPORATION, an
Oklahoma corporation
By: J. Xxxxx Xxxxxxx
J. Xxxxx Xxxxxxx, President and
Chief Executive Officer
"PARTICIPANT"
Name: ____________________________
Address: __________________________
Telephone: ________________________
