EXHIBIT 10.3
1
March 31, 1998
Mark E. Monroe
1909 SunValley Lane
Edmond OK 73034
Re: Deferred Stock Award
Dear Mark:
The terms of this letter when accepted by you will confirm the terms
and conditions of the deferred stock award ("Award") covering 20,000
("Shares") of common stock of Louis Dreyfus Natural Gas Corp.
("Company") being made to you in substitution of all of your existing
rights to your Stock Equivalent Rights under the Louis Dreyfus Deferred
Compensation Stock Equivalent Plan ("Parent Plan").
The Company agrees that the Shares shall be delivered to you (i)
upon your termination of employment with the Company for any reason
other than a "termination for cause" at such time as the Company may
determine but in any event within one year thereafter unless forfeited
as provided below; or (ii) immediately following the occurrence of a
"Change in Control." For purposes of this Award "termination for cause"
and "Change in Control" shall have the same meanings as defined in the
Company's Stock Option Plan as in effect on the date hereof. You will
forfeit your right to receive any undelivered Shares if within a period
of one year following your termination of employment, you directly or
indirectly solicit or induce any other employee of the Company or its
subsidiaries to terminate his or her employment with the Company.
Pending such delivery, the Company will cause certificates for the
Shares to be issued to Bank of Oklahoma, N.A., as trustee ("Trustee")
of the Louis Dreyfus Natural Gas Corp Deferred Stock Award Trust which
shall be a "Rabbi Trust" as contemplated by the Internal Revenue Code
of 1986, as amended ("Code") with provisions that (i) permit you to
direct the Trustee how to vote the Shares so that you will have the
sole voting rights with respect thereto; (ii) provide that any dividend
paid with respect to the Shares shall be held by the Trustee and
invested in an interest bearing account to be paid to you at the same
time as the Shares are delivered; and (iii) the Shares shall
participate in the subdivision or consolidation of shares of stock of
the Company or other capital adjustment or the payment of a stock
dividend or other increase or decrease in such shares effected without
receipt of consideration by the Company. In the event that additional
shares or other securities are issuable pursuant to any of the
foregoing events, the certificates for the additional shares or other
securities will be delivered to the Trustee pending ultimate delivery
to you in accordance with the terms of this Award.
2
You agree to pay to the Company any amounts necessary (or make
arrangements satisfactory to the Company for such payments) to satisfy
any and all obligations of the Company to withhold federal or state
income or other taxes resulting from the inclusion in your wages and
gross income of any amounts incident to the delivery of the Shares to
you on termination of employment. If you and the Company agree, such
payment may be made by your surrendering a portion of the Shares having
a market value on the date of your termination of employment equal to
the amount of the payment due.
Nothing contained in this Award shall confer any right upon you
concerning continuation of employment with the Company or interfere in
any way with the right of Company to terminate your employment at any
time. Nothing in this Award shall be construed to prevent the Company
from taking any corporate action which is deemed by the Company to be
appropriate or in its best interest, whether or not such action will
have an adverse effect on you or this Award.
Your interests in this Award, the beneficial interest in the trust
or in the Shares may not be assigned either voluntarily or
involuntarily or by operation or law unless and until the Shares are
delivered to you, except in the event of your death pursuant to the
laws of descent and distribution or to your designated beneficiary.
By your acceptance of this Award, you hereby waive any and all
rights you now have with respect to your participation in the Parent
Plan (including your interest in the Stock Equivalent Right previously
awarded to you) which participation and awards shall be terminated and
of no further force and effect and you hereby release any claims you
may have against the Company, Louis Dreyfus Holding Company, Inc. and
Louis Dreyfus Energy Corp. or any of their affiliates or the Committee
which administers the Parent Plan with respect thereto. Your waiver
and release under this paragraph shall be for the benefit of, and be
enforceable by, each of them.
This Award shall constitute an unfunded promise by the Company to
deliver the Shares to you upon termination of employment as provided
above and you shall have no rights with respect to the Shares except
for the right to vote as provided above. Accordingly, no transfer of
the Shares shall occur for purposes of the Code until such delivery of
the Shares occurs.
This Agreement shall be subject to approval of the shareholders of
the Company if required by the rules of the New York Stock Exchange.
Please indicate your agreement to the foregoing by signing below and
returning a copy of this letter to me.
Very truly yours,
Simon B. Rich
3
Chairman
Accepted and agreed to this 31st day of March, 1998.
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Mark E. Monroe
Acknowledged and approved this day of , 1998.
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Louis Dreyfus Holding Company Inc.
By:
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