Exhibit 10.15
EXHIBIT A
AMENDED AND RESTATED
1994 LONG-TERM INCENTIVE PLAN
of
CABOT OIL & GAS CORPORATION
1. Objectives. The Cabot Oil & Gas Corporation 1994 Long-Term Incentive Plan
(the "Plan") is designed to retain key executives and other selected
employees and reward them for making major contributions to the success of
Cabot Oil & Gas Corporation, a Delaware corporation (the "Company"), and
its Subsidiaries (as hereinafter defined). These objectives are to be
accomplished by making awards under the Plan and thereby providing
Participants (as hereinafter defined) with a proprietary interest in the
growth and performance of the Company and its Subsidiaries.
2. Definitions. As used herein, the terms set forth below shall have the
following respective meanings:
"Award" means the grant of any form of stock option, stock appreciation
right, stock award or cash award, whether granted singly, in combination or
in tandem, to a Participant pursuant to any applicable terms, conditions
and limitations as the Committee may establish in order to fulfill the
objectives of the Plan.
"Award Agreement" means a written agreement between the Company and a
Participant that sets forth the terms, conditions and limitations
applicable to an Award.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" means such committee of the Board as is designated by the Board
to administer the Plan.
"Common Stock" means the Class A Common Stock, par value $.10 per share, of
the Company.
"Director" means an individual serving as a member of the Board.
"Fair Market Value" means, as of a particular date, (i) if the shares of
Common Stock are listed on a national securities exchange, the average
between the highest and lowest sales price per share of Common Stock on the
consolidated transaction reporting system for the principal such national
securities exchange on that date, or, if there shall have been no such sale
so reported on that date, on the last preceding date on which such a sale
was so reported, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the average between the
highest and lowest sales price per share of Common Stock on the NASDAQ
National Market System on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a
sale was so reported or (iii)if the Common Stock is not so listed or
quoted, the average between the closing bid and asked price on that date,
or, if there are no quotations available for such date, on the last
preceding date on which such quotations shall be available, as reported by
NASDAQ, or, if not reported by NASDAQ, by the National Quotation Bureau,
Inc.
"Participant" means an employee of the Company or any of its Subsidiaries
to whom an Award has been made under this Plan.
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"Subsidiary" means any corporation of which the Company directly or
indirectly owns shares representing more than 50% of the voting power of
all classes or series of capital stock of such corporation which have the
right to vote generally on matters submitted to a vote of the stockholders
of such corporation.
3. Eligibility. Employees of the Company and its Subsidiaries are eligible for
an Award under this Plan.
4. Common Stock Available for Awards. There shall be available for Awards
granted wholly or partly in Common Stock (including rights or options which
may be exercised for or settled in Common Stock) during the term of this
Plan an aggregate of 2,500,000 shares of Common Stock of which no more than
750,000 shares will be used for Stock Awards. The Board of Directors and
the appropriate officers of the Company shall from time to time take
whatever actions are necessary to file required documents with governmental
authorities and stock exchanges and transaction reporting systems to make
shares of Common Stock available for issuance pursuant to Awards. Common
Stock related to Awards that are forfeited or terminated, expire
unexercised, are settled in cash in lieu of Stock or in a manner such that
all or some of the shares covered by an Award are not issued to a
Participant, or are exchanged for Awards that do not involve Common Stock,
shall immediately become available for Awards hereunder. The Committee may
from time to time adopt and observe such procedures concerning the counting
of shares against the Plan maximum as it may deem appropriate.
5. Administration. This Plan shall be administered by the Committee, which
shall have full and exclusive power to interpret this Plan and to adopt
such rules, regulations and guidelines for carrying out this Plan as it may
deem necessary or proper, all of which powers shall be exercised in the
best interests of the Company and in keeping with the objectives of this
Plan. The Committee may, in its discretion, provide for the extension of
the exercisability of an Award, accelerate the vesting or exercisability of
an Award, eliminate or make less restrictive any restrictions contained in
an Award, waive any restriction or other provision of this Plan or an Award
or otherwise amend or modify an Award in any manner that is either (i) not
adverse to the Participant holding such Award or (ii) consented to by such
Participant. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in this Plan or in any Award in the manner and
to the extent the Committee deems necessary or desirable to carry it into
effect. Any decision of the Committee in the interpretation and
administration of this Plan shall lie within its sole and absolute
discretion and shall be final, conclusive and binding on all parties
concerned. No member of the Committee or officer of the Company to whom it
has delegated authority in accordance with the provisions of Paragraph 6 of
this Plan shall be liable for anything done or omitted to be done by him or
her, by any member of the Committee or by any officer of the Company in
connection with the performance of any duties under this Plan, except for
his or her own willful misconduct or as expressly provided by statute. The
Committee shall establish the vesting schedule, if any, for each award. It
is the intent of this Plan that any stock option grants will never be
repriced or reissued.
6. Delegation of Authority. The Committee may delegate to the Chief Executive
Officer and to other senior officers of the Company its duties under this
Plan pursuant to such conditions or limitations as the Committee may
establish.
7. Awards. The Committee shall determine the type or types of Awards to be
made to each Participant under this Plan. Each Award made hereunder shall
be embodied in an Award Agreement, which shall contain such terms,
conditions, performance requirements and limitations as shall be determined
by the Committee in its sole discretion and shall be signed by the
Participant and by the Chief Executive Officer, the Chief Operating
Officer, or any Vice President of the Company for and on behalf of the
Company. Awards may consist of those listed in this Paragraph 7 and may be
granted singly, in combination or in tandem. Awards may also be made in
combination or in tandem with, in replacement of, or as alternatives to,
grants or rights under this Plan or any other employee plan of the Company
or any of its Subsidiaries, including the plan of any acquired entity. An
Award may provide for the granting or issuance of additional, replacement
or alternative Awards upon the occurrence of specified events, including
the exercise of the original Award. Notwithstanding anything herein to the
contrary, no Participant may be granted, during any calendar year, Awards
consisting of stock options or stock appreciation rights on more than
500,000 shares of Common Stock.
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(a) Stock Option. An Award may consist of a right to purchase a specified
number of shares of Common Stock at a specified price that is not less
than the greater of (i) the Fair Market Value of the Common Stock on
the date of grant and (ii) the par value of the Common Stock on the
date of grant. A stock option may be in the form of an incentive stock
option ("ISO") which, in addition to being subject to applicable
terms, conditions and limitations established by the Committee,
complies with Section 422 of the Code.
(b) Stock Appreciation Right. An Award may consist of a right to receive a
payment, in cash or Common Stock, equal to the excess of the Fair
Market Value or other specified valuation of a specified number of
shares of Common Stock on the date the stock appreciation right
("SAR") is exercised over a specified strike price as set forth in the
applicable Award Agreement.
(c) Stock Award. An Award may consist of Common Stock or may be
denominated in units of Common Stock. All or part of any stock award
may be subject to conditions established by the Committee, and set
forth in the Award Agreement, which may include, but are not limited
to, continuous service with the Company and its Subsidiaries,
achievement of specific business objectives, increases in specified
indices, attaining specified growth rates and other comparable
measurements of performance. Such Awards may be based on Fair Market
Value or other specified valuations. The certificates evidencing
shares of Common Stock issued in connection with a stock award shall
contain appropriate legends and restrictions describing the terms and
conditions of the restrictions applicable thereto.
(d) Cash Award. An Award may be denominated in cash with the amount of the
eventual payment subject to future service and such other restrictions
and conditions as may be established by the Committee, and set forth
in the Award Agreement, including, but not limited to, continuous
service with the Company and its Subsidiaries, achievement of specific
business objectives, increases in specified indices, attaining
specified growth rates and other comparable measurements of
performance.
8. Payment of Awards.
(a) General. Payment of Awards may be made in the form of cash or Common
Stock or combinations thereof and may include such restrictions as the
Committee shall determine, including in the case of Common Stock,
restrictions on transfer and forfeiture provisions. As used herein,
"Restricted Stock" means Common Stock that is restricted or subject to
forfeiture provisions.
(b) Deferral. With the approval of the Committee, payments may be
deferred, either in the form of installments or a future lump sum
payment. The Committee may permit selected Participants to elect to
defer payments of some or all types of Awards in accordance with
procedures established by the Committee. Any deferred payment, whether
elected by the Participant or specified by the Award Agreement or by
the Committee, may be forfeited if and to the extent that the Award
Agreement so provides.
(c) Dividends and Interest. Dividends or dividend equivalent rights may be
extended to and made part of any Award denominated in Common Stock or
units of Common Stock, subject to such terms, conditions and
restrictions as the Committee may establish. The Committee may also
establish rules and procedures for the crediting of interest on
deferred cash payments and dividend equivalents for deferred payment
denominated in Common Stock or units of Common Stock.
(d) Substitution of Awards. At the discretion of the Committee, a
Participant may be offered an election to substitute an Award for
another Award or Awards of the same or different type.
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9. Stock Option Exercise. The price at which shares of Common Stock may be
purchased under a stock option shall be paid in full at the time of
exercise in cash or, if permitted by the Committee, by means of tendering
Common Stock or surrendering another Award, including Restricted Stock,
valued at Fair Market Value on the date of exercise, or any combination
thereof. The Committee shall determine acceptable methods for tendering
Common Stock or other Awards to exercise a stock option as it deems
appropriate. If permitted by the Committee, payment may be made by
successive exercises by the Participant. The Committee may provide for
loans from the Company to permit the exercise or purchase of Awards and may
provide for procedures to permit the exercise or purchase of Awards by use
of the proceeds to be received from the sale of Common Stock issuable
pursuant to an Award. Unless otherwise provided in the applicable Award
Agreement, in the event shares of Restricted Stock are tendered as
consideration for the exercise of a stock option, a number of the shares
issued upon the exercise of the stock option, equal to the number of shares
of Restricted Stock used as consideration therefor, shall be subject to the
same restrictions as the Restricted Stock so submitted as well as any
additional restrictions that may be imposed by the Committee.
10. Tax Withholding. The Company shall have the right to deduct applicable
taxes from any Award payment and withhold, at the time of delivery or
vesting of cash or shares of Common Stock under this Plan, an appropriate
amount of cash or number of shares of Common Stock or a combination thereof
for payment of taxes required by law or to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for
withholding of such taxes. The Committee may also permit withholding to be
satisfied by the transfer to the Company of shares of Common Stock
theretofore owned by the holder of the Award with respect to which
withholding is required. If shares of Common Stock are used to satisfy tax
withholding, such shares shall be valued based on the Fair Market Value
when the tax withholding is required to be made.
11. Amendment, Modification, Suspension or Termination. The Board may amend,
modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose
permitted by law except that (i) no amendment or alteration that would
impair the rights of any Participant under any Award previously granted to
such Participant shall be made without such Participant's consent and (ii)
no amendment or alteration shall be effective prior to approval by the
Company's stockholders to the extent such approval is then required by
applicable legal requirements.
12. Termination of Employment. Upon the termination of employment by a
Participant, any unexercised, deferred or unpaid Awards shall be treated as
provided in the specific Award Agreement evidencing the Award. In the event
of such a termination, the Committee may, in its discretion, provide for
the extension of the exercisability of an Award, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any
restrictions contained in an Award, waive any restriction or other
provision of this Plan or an Award or otherwise amend or modify the Award
in any manner that is either (i) not adverse to such Participant or (ii)
consented to by such Participant.
13. Assignability. Unless otherwise determined by the Committee and provided in
the Award Agreement, no Award or any other benefit under this Plan
constituting a derivative security within the meaning of Rule 16a-1(c)
under the Exchange Act shall be assignable or otherwise transferable except
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. The Committee may
prescribe and include in applicable Award Agreements other restrictions on
transfer. Any attempted assignment of an Award or any other benefit under
this Plan in violation of this Paragraph 13 shall be null and void.
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14. Adjustments.
(a) The existence of outstanding Awards shall not affect in any manner the
right or power of the Company or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any
merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock (whether or not such
issue is prior to, on a parity with or junior to the Common Stock) or
the dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar
to that of the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of outstanding shares
of Common Stock or declaration of a dividend payable in shares of
Common Stock or capital reorganization or reclassification or other
transaction involving an increase or reduction in the number of
outstanding shares of Common Stock, the Committee may adjust
proportionally (i) the number of shares of Common Stock reserved under
this Plan and covered by outstanding Awards denominated in Common
Stock or units of Common Stock; (ii) the exercise or other price in
respect of such Awards; and (iii)the appropriate Fair Market Value and
other price determinations for such Awards. In the event of any
consolidation or merger of the Company with another corporation or
entity or the adoption by the Company of a plan of exchange affecting
the Common Stock or any distribution to holders of Common Stock of
securities or property (other than normal cash dividends or dividends
payable in Common Stock), the Committee shall make such adjustments or
other provisions as it may deem equitable, including adjustments to
avoid fractional shares, to give proper effect to such event. In the
event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee shall
be authorized to issue or assume stock options, regardless of whether
in a transaction to which Section 424(a) of the Code applies, by means
of substitution of new options for previously issued options or an
assumption of previously issued options, or to make provision for the
acceleration of the exercisability of, or lapse of restrictions with
respect to, Awards and the termination of unexercised options in
connection with such transaction.
15. Restrictions. No Common Stock or other form of payment shall be issued with
respect to any Award unless the Company shall be satisfied based on the
advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. Certificates evidencing
shares of Common Stock delivered under this Plan may be subject to such
stop transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Stock is then listed and any
applicable federal and state securities law. The Committee may cause a
legend or legends to be placed upon any such certificates to make
appropriate reference to such restrictions.
16. Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock or
rights thereto, this Plan shall be unfunded. Although bookkeeping accounts
may be established with respect to Participants who are entitled to cash,
Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company shall not be required
to segregate any assets that may at any time be represented by cash, Common
Stock or rights thereto, nor shall this Plan be construed as providing for
such segregation, nor shall the Company nor the Board nor the Committee be
deemed to be a trustee of any cash, Common Stock or rights thereto to be
granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to a grant of cash, Common Stock or rights thereto
under this Plan shall be based solely upon any contractual obligations that
may be created by this Plan and any Award Agreement, and no such liability
or obligation of the Company shall be deemed to be secured by any pledge or
other encumbrance on any property of the Company. Neither the Company nor
the Board nor the Committee shall be required to give any security or bond
for the performance of any obligation that may be created by this Plan.
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17. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall
be governed by and construed in accordance with the laws of the State of
Delaware.
18. Effective Date of Plan. This amended and restated Plan shall be effective
as of the date (the "Effective Date") it is approved by the Board of
Directors of the Company. Notwithstanding the foregoing, the adoption of
this Plan is expressly conditioned upon the approval by the holders of a
majority of shares of Common Stock present, or represented, and entitled to
vote at a meeting of the Company's stockholders held on or before December
31, 1998. If the stockholders of the Company should fail to approve this
amended and restated Plan prior to such date, this amended and restated
Plan shall revert to the provisions of the prior Plan and all grants of
Awards hereunder in excess of the Plan limitations shall be null and void.
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