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EXHIBIT 99.2
HUGOTON ENERGY CORPORATION
AMENDED AND RESTATED 1993 NONEMPLOYEE
DIRECTORS' STOCK OPTION PLAN
On November 23, 1993, the HUGOTON ENERGY CORPORATION 1993 NONEMPLOYEE
DIRECTORS' STOCK OPTION PLAN (the "ORIGINAL PLAN") was adopted. The Original
Plan is hereby amended and restated in its entirety.
I. PURPOSE OF THE PLAN
The HUGOTON ENERGY CORPORATION AMENDED AND RESTATED 1993 NONEMPLOYEE
DIRECTORS' STOCK OPTION PLAN (the "PLAN") is intended to promote the interests
of HUGHTON ENERGY CORPORATION, a Kansas corporation (the "COMPANY"), and its
stockholders by helping to award and retain highly-qualified independent
directors, and allowing them to develop a sense of proprietorship and personal
involvement in the development and financial success of the Company.
Accordingly, the Company shall grant to directors of the Company who are not
employees or officers of the Company or any of its subsidiaries ("NONEMPLOYEE
DIRECTORS") the option ("OPTION") to purchase shares of the common stock of the
Company ("STOCK"), as hereinafter set forth. Options granted under the Plan
shall be options which do not constitute incentive stock options, within the
meaning of section 422(b) of the Internal Revenue Code of 1986, as amended.
II. OPTION AGREEMENTS
Each Option shall be evidenced by a written agreement in the form attached
to the Plan.
III. ELIGIBILITY OF OPTIONEE
Options may be granted only to individuals who are Nonemployee Directors of
the Company. Each Nonemployee Director as of January 1, 1996, shall receive, as
of such date and without the exercise of the discretion of any person or
persons, an Option exercisable for 10,000 shares of Stock. An Option for 5,000
shares of Stock (subject to adjustment in the same manner as provided in
Paragraph VII hereof with respect to shares of Stock subject to Options then
outstanding) will automatically be granted on each successive January 1 to each
Nonemployee Director who serves in such capacity or is elected to the Board of
Directors on the applicable date of grant. If, as of any date that the Plan is
in effect, there are not sufficient shares of Stock available under the Plan to
allow for the grant to each Nonemployee Director of an Option for the number of
shares provided herein, each Nonemployee Director shall receive an Option for
his or her pro rata share of the total number of shares of Stock then available
under the Plan. All Options granted under the Plan shall be at the Option price
set forth in Paragraph V hereof and shall be subject to adjustment as provided
in Paragraph VII hereof.
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IV. SHARES SUBJECT TO PLAN
The aggregate number of shares which may be issued under Options granted
under the Plan shall not exceed 150,000 shares of Stock. Such shares may consist
of authorized but unissued shares of Stock or previously issued shares of Stock
reacquired by the Company. Any of such shares which remain unissued and which
are not subject to outstanding Options at the termination of the Plan shall
cease to be subject to the Plan, but, until termination of the Plan, the Company
shall at all times make available a sufficient number of shares to meet the
requirements of the Plan. Should any Option hereunder expire or terminate prior
to its exercise in full, the shares theretofore subject to such Option may again
be subject to an Option granted under the Plan. The aggregate number of shares
which may be issued under the Plan shall be subject to adjustment in the same
manner as provided in Paragraph VII hereof with respect to shares of Stock
subject to Options then outstanding. Exercise of an Option shall result in a
decrease in the number of shares of Stock which may thereafter be available,
both for purposes of the Plan and for sale to any one individual, by the number
of shares as to which the Option is exercised.
V. OPTION PRICE
The purchase price of Stock issued under each Option shall be the fair
market value of Stock subject to the Option as of the date the Option is
granted. For a purposes under the Plan, the fair market value of a share of
Stock on a particular date shall be equal to the mean of the reported high and
low sales prices of the Stock (i) reported by the National Market System of
NASDAQ on that date or (ii) if the Stock is listed on a national stock exchange,
reported on the stock exchange composite tape on that date; or, in either case,
if no prices are reported on that date, on the last preceding date on which such
prices of the Stock are so reported. If the Stock is traded over the counter at
the time a determination of its fair market value is required to be made
hereunder, its fair market value shall be deemed to be equal to the average
between the reported high and low or closing bid and asked prices of Stock on
the most recent date on which stock was publicly traded. In the event Stock is
not publicly traded at the time a determination of its value is required to be
made hereunder, the determination of its fair market value shall be made by the
Board in such manner as it deems appropriate.
VI. TERM OF PLAN
The Original Plan became effective on November 23, 1993. This restatement
shall be effective on the date the Plan is approved by the stockholders of the
Company. Notwithstanding any provision in this Plan or in any Option Agreement,
no Option granted after January 1, 1996 shall be exercisable prior to such
stockholder approval. If not sooner terminated under the provisions of Paragraph
VIII, the Plan shall be terminate upon and no further Options shall be granted
after the expiration of ten years from the adoption by the stockholders of this
Amended and Restated Plan.
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VII. RECAPITALIZATION OR REORGANIZATION
(a) The existence of the Plan and the Options granted hereunder shall not
affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities, the
dissolution or liquidation of the Company or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.
(b) The shares with respect to which Options may be granted are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration of
an Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Option may thereafter be exercised (i) in the event
of an increase in the number of outstanding shares shall be proportionately
increased, and the purchase price per share shall be proportionately reduced,
and (ii) in the event of a reduction in the number of outstanding shares shall
be proportionately reduced, and the purchase price per share shall be
proportionately increased.
(c) If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an Option theretofore granted the
optionee shall be entitled to purchase under such Option, in lieu of the number
and class of shares of Stock then covered by such Option, the number and class
of shares of stock and securities to which the optionee would have been entitled
pursuant to the terms of the recapitalization if, immediately prior to such
recapitalization, the optionee had been the holder of record of the number of
shares of Stock then covered by such Option.
(d) Any adjustment provided for in Subparagraphs (b) or (c) above shall be
subject to any required stockholder action.
(e) Except as hereinbefore expressly provided, the issuance by the Company
of shares of stock of any class or securities convertible into shares of stock
of any class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Stock subject to Options theretofore granted or the purchase price per
share.
VIII. AMENDMENT OR TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with respect
to any shares for which Options have not theretofore been granted. The Board
shall have the right to alter or amend the Plan or any part thereof from time to
time; provided, that no change in any Option theretofore
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granted may be made which would impair the rights of the optionee without the
consent of such optionee; and provided, further, that the Board may not make any
alteration or amendment which would materially increase the benefits accruing to
participants under the Plan, increase the aggregate number of shares which may
be issued pursuant to the provisions of the Plan, change the class of
individuals eligible to receive Options under the Plan or extend the term of the
Plan, without the approval of the stockholders of the Company.
IX. SECURITIES LAWS
(a) The Company shall not be obligated to issue any Stock pursuant to any
Option granted under the Plan at any time when the offering of the shares
covered by such Option have not been registered under the Securities Act of
1933, as amended, and such other state and federal laws, rules or regulations as
the Company deems applicable and, in the opinion of legal counsel for the
Company, there is no exemption from the registration requirements of such laws,
rules or regulations available for the offering and sale of such shares.
(b) It is intended that the Plan and any grant of an Option made to a
person subject to Section 16 of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), meet all of the requirements of Rule 16b-3, as currently in
effect or as hereinafter modified or amended ("Rule 16b-3"), promulgated under
the 1934 Act. If any provision of the Plan or any such Option would disqualify
the Plan or such option under, or would otherwise not comply with, Rule 16b-3,
such provision or Option shall be construed or deemed amended to conform to Rule
16b-3.
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