EXHIBIT 4.7
EMPLOYEE AWARD
1997 Nonqualified Stock Option
No. _____
DEVON ENERGY CORPORATION
1997 STOCK OPTION PLAN
__________________________________
EMPLOYEE
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:
EMPLOYEE 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 Award 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 an employee of the Company
or any Subsidiary or Affiliated Entity of the Company, and
it is important to the Company that the Participant be
encouraged to remain in the employ of the Company or any
Subsidiary or Affiliated Entity 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 10 hereof
have been satisfied, the Participant shall be eligible to
exercise the Stock Option pursuant to the vesting schedule
set forth on the Cover Page (the "Vesting Schedule"). If
the Participant's employment with the Company (or of any one
or more of the Subsidiaries or an Affiliated Entity of the
Company) remains full-time and continuous at all times prior
to any of the exercise dates specified on the Cover Page
(the "Exercise Dates"), then the Participant shall be
entitled, subject to the applicable provisions of the Plan
and this Award Agreement having been satisfied, to exercise
on or after the applicable Exercise Date, on a cumulative
basis, the number of Stock Options determined by multiplying
the aggregate number of shares of Stock subject to the Stock
Option set forth on the Cover Page by the designated
percentage set forth on the Cover Page.
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 an employee of either (i) the
Company, (ii) a Subsidiary of the Company, or (iii) an
Affiliated Entity.
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. Employment. So long as the Participant
shall continue to be a full-time and continuous employee of
the Company or one or more of the Subsidiaries or Affiliated
Entities of the Company, the Stock Option shall not be
affected by any change of duties or position. Nothing in
the Plan or in this Award Agreement shall confer upon the
Participant any right to continue in the employ of the
Company or any of the Subsidiaries or Affiliated Entities of
the Company, or interfere in any way with the right to
terminate the Participant's employment at any time.
Section 6. Acceleration of Stock Options on Death,
Disability or Other Special Circumstances. The Committee, in
its sole discretion, may permit (i) a Participant who
terminates employment due to a Disability, (ii) the personal
representative of a deceased Participant, or (iii) any other
Participant who terminates employment upon the occurrence of
special circumstances (as determined by the Committee) to
purchase all or any part of the shares subject to the
Nonqualified Stock Option for which the applicable Exercise
Date(s) has not yet occurred on the date of the
Participant's death, termination of his employment due to a
Disability, or as the committee otherwise so determines.
With respect to shares subject to the Stock Option for which
the applicable Vesting Date has occurred, or for which the
Committee has permitted purchase in accordance with the
foregoing provision, the Participant, or the representative
of a deceased Participant, shall automatically have the
right to purchase such shares within three months of such
date of termination of employment, 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 7. 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 7, 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 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, 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 8. 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 9. 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 10. 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 11. 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. ▇▇▇▇▇ ▇▇▇▇▇▇▇
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, President and
Chief Executive Officer
"PARTICIPANT"
Name:
Address:
Telephone: