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EXHIBIT 10.2
AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN
OF
STATOIL ENERGY, INC.
SECTION 1. PURPOSE. The purpose of the Amended and Restated Incentive
Compensation Plan of Statoil Energy, Inc. (the "Plan") is to increase
stockholder values and to advance the interests of Statoil Energy, Inc. (the
"Company") by providing certain key employees of the Company and its
subsidiaries with additional incentives to promote the success of the Company;
to provide such employees with an equity interest in the Company; and to
encourage such employees to remain with the Company or a subsidiary of the
Company.
SECTION 2. DEFINITIONS. The following words and phrases shall have the
meanings set forth below whenever they are used in this Plan:
(a) "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company.
(b) "CHANGE OF CONTROL" shall mean:
(i) the acquisition (other than by Ralph L. Bradley) by any
person, entity or "group" within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
(the "Exchange Act") (excluding, for this purpose, the Company
or its Subsidiaries or any employee benefit plan of the
Company or its Subsidiaries which acquires beneficial
ownership of voting securities of the Company) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act), of fifty percent (50%) or more of either
the then outstanding shares of Common Stock or the combined
voting power of the Company's then outstanding capital stock
entitled to vote generally in the election of directors; or
(ii) individuals who, as of the date hereof, constitute the Board
of Directors (as of the date hereof, the "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board, provided that any person becoming a director subsequent
to the date hereof whose election, or nomination for election
by the Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the
Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the
election of the directors of the Company) shall, for purposes
of this Agreement, be considered as though such person were a
member of the Incumbent Board; or
(iii) approval by the Board of Directors of a reorganization,
merger, consolidation or share exchange, in each case, with
respect to which persons who were the shareholders of the
Company immediately prior to such reorganization, merger,
consolidation or share exchange will not, immediately after
the effective date of the
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transaction, own more than fifty percent (50%) of the combined
voting power entitled to vote generally in the election of
directors of the reorganized, merged, consolidated or other
surviving company's then outstanding voting securities, or a
liquidation or dissolution of the Company or the sale of all
or substantially all of the assets of the Company.
(c) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(d) "COMMITTEE" shall mean the individual or individuals appointed by the
Board of Directors to administer the Plan.
(e) "COMMON STOCK" shall mean the common stock of the Company.
(f) "COMPANY" shall mean Statoil Energy, Inc.
(g) "EFFECTIVE DATE" shall mean the date the Plan was adopted by the Board
of Directors (i.e., January 6, 1992).
(h) "ELIGIBLE EMPLOYEE" shall mean any officer or other employee of the
Company or any of its Subsidiaries.
(i) "EXERCISE PRICE" shall mean the purchase price per share of Common
Stock that a Grantee must pay to purchase a share of Common Stock
pursuant to an Option granted under the Plan, as established by the
Committee.
(j) "FAIR MARKET VALUE" shall mean the value of a share of Common Stock
determined as follows:
(i) in the event the Common Stock is then publicly traded (i.e.,
on the New York Stock Exchange, the American Stock Exchange or
the National Association of Securities Dealers Automated
Quotation System), the average of the closing prices of the
Common Stock for the twenty (20) days immediately preceding
the Grant Date; or
(ii) in the event the Common Stock is not so publicly traded, the
determination shall be made in good faith by the Committee
based on an independent appraisal of the Company or such other
factors as may be determined in the reasonable discretion of
the Committee; for the purposes hereof, Fair Market Value
shall be based upon the fair market value of the Company
determined without any discount for minority interests or lack
of marketability of the Common Stock, based upon what a
willing buyer would pay and a willing seller would accept for
the Company as a whole.
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(k) "FISCAL YEAR" shall mean the annual period on the basis of which the
Company regularly computes its income in keeping its books for
purposes of issuing audited financial statements and filing its
federal income tax returns.
(l) "FOR CAUSE" shall mean (i) the failure of the Grantee to faithfully
perform any of the duties of his employment, (ii) dishonesty in the
course of or related to employment by the Company or (iii) conviction
of a felony committed in the course of or related to the Grantee's
employment by the Company.
(m) "GRANT DATE" shall mean the date on which an Option or other Incentive
is granted under the Plan.
(n) "GRANTEE" shall mean any Eligible Employee of the Company or any of
its Subsidiaries to whom an Incentive is granted hereunder.
(o) "INCENTIVE" shall mean any of the incentives which may be issued under
the Plan as set forth in Section 3 hereof.
(p) "INCENTIVE STOCK OPTION" shall mean an Option that satisfies the
qualification requirements of Section 422(b) of the Code.
(q) "NON-QUALIFIED STOCK OPTION" shall mean an Option that is not an
Incentive Stock Option.
(r) "OPTION" shall mean the right, but not the obligation, of a Grantee to
purchase shares of Common Stock within the Option Period at the
Exercise Price (which Option may be either an Incentive Stock Option
or a Non-Qualified Stock Option).
(s) "OPTION PERIOD" shall mean a period in which the Grantee may elect to
purchase shares of Common Stock at the Exercise Price.
(t) "PERFORMANCE STOCK AWARD" shall mean an award of shares of Common
Stock to any Eligible Employee contingent upon the achievement of a
specified personal or Company performance objective.
(u) "PLAN" shall mean the Amended and Restated Incentive Compensation Plan
of Statoil Energy, Inc.
(v) "RESTRICTED STOCK AWARD" shall mean the award of shares of Common
Stock to any Eligible Employee which shares are subject to certain
restrictions to be established on a case-by-case basis by the Committee
which may include a requirement that the Eligible Employee forfeit
such shares to the Company in the event the employment of the Eligible
Employee is terminated prior to a certain date.
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(w) "STOCK AWARD" shall mean the award of shares of Common Stock to any
Eligible Employee which shares would be without restriction except for
the provisions of the Stockholders Agreement.
(x) "STOCKHOLDERS AGREEMENT" shall mean the agreement to be entered into
by the Company and each Eligible Employee who receives an Incentive
hereunder.
(y) "STOCK OPTION AGREEMENT" shall mean an irrevocable, written agreement,
executed by both the Grantee and a duly authorized officer of the
Company, that shall set forth the number of shares of Common Stock,
the Exercise Price and the dates such shares of Common Stock may be
purchased by the Grantee under the Plan.
(z) "SUBSIDIARIES" shall mean any corporation of which the Company owns,
directly or indirectly, within the meaning of Section 425(f) of the
Code, fifty percent (50%) or more of the total combined voting power
of all classes of stock.
SECTION 3. SCOPE OF THE PLAN. The Incentives that may be offered under
the Plan are: (i) Incentive Stock Options; (ii) Non-Qualified Stock Options;
(iii) Stock Awards; (iv) Restricted Stock Awards; and (v) Performance Stock
Awards. The terms of the Plan shall be interpreted in accordance with this
intention.
SECTION 4. STOCK SUBJECT TO THE PLAN. The maximum aggregate number of
shares of Common Stock which may be issued under the Plan is 500,000 shares of
authorized but unissued shares of Common Stock, subject to adjustment as
provided in Section 14. If an Option shall expire or terminate for any reason
without having been exercised in full, the shares represented by the portion
thereof not so exercised shall (unless the Plan shall have been terminated)
become available for other issuance under the Plan. The Company shall at all
times reserve authorized but unissued shares of its Common Stock at least equal
to the number of shares of Common Stock which may be issued under the Plan.
SECTION 5. ADMINISTRATION OF THE PLAN. The Plan shall be administered by
the Committee. Subject to the provisions of the Plan and the laws of the
Commonwealth of Virginia, the Committee shall have full authority and sole
discretion to administer, interpret and construe the Plan, including setting
rules and regulations related to the Plan, making determinations and taking any
action necessary for the implementation and administration of the Plan. All
determinations of the Committee shall be final, conclusive and binding on the
Company, the stockholders of the Company and upon all Grantees under the Plan
and anyone claiming under or through any of them.
SECTION 6. ELIGIBILITY. Incentives may be granted only to Eligible
Employees. An Eligible Employee who has been granted an Incentive hereunder
may, if he or she is otherwise eligible, be granted an additional Incentive
under the Plan. The designation of an individual to receive an Incentive at
any time shall not require the Committee to designate such person to receive an
Incentive at any other time. The Committee may consider such factors as it
deems pertinent in
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selecting Eligible Employees to receive Incentives hereunder and in determining
the type and amount of their respective Incentives, including without
limitation: (i) the financial condition of the Company; (ii) the anticipated
profits of the Company for the current or future years, including return on
invested capital; (iii) the contribution by the Eligible Employee to the
profitability and development of the Company through achievement of established
strategic objectives; and (iv) the amounts of other compensation provided to
such Eligible Employee.
SECTION 7. TERMS AND CONDITIONS OF OPTIONS. Each Option granted under
the Plan shall be subject to the following terms and conditions:
(a) EXERCISE PRICE. The Exercise Price shall be determined by the
Committee, subject to adjustment under Section 14; provided, however,
that the Exercise Price shall not be less than thirty-three percent
(33%) of the Fair Market Value on the Grant Date.
(b) NUMBER. The number of shares of Common Stock subject to the Option
shall be determined by the Committee, subject to adjustment under
Section 14.
(c) DURATION. The term of each Option shall be determined by the
Committee but shall not exceed ten (10) years from the Grant Date.
(d) EXERCISE. Each Option will vest and become exercisable in accordance
with the provisions set forth in each Stock Option Agreement which
provisions may differ among Options. Notwithstanding any such vesting
provisions, an Option will become fully vested and exercisable: (i)
when the Grantee dies, becomes disabled or attains age 65 while in the
service of the Company or one of its Subsidiaries; or (ii) when the
Company or one of its Subsidiaries terminates the employment of the
Grantee within two (2) years following a Change in Control. The
Committee may, in its discretion, accelerate the exercisability of any
Option.
(e) MANNER OF EXERCISE. An Option may be exercised, in whole or in part,
by giving written notice to the Secretary of the Company specifying
the number of shares of Common Stock to be purchased and accompanied
by the full Exercise Price for such shares. The Exercise Price shall
be payable in United States dollars and at the election of the Grantee
may be paid by cash, certified or uncertified check, bank draft, by
delivery of shares of mature Common Stock (stock held at least 6
months) in payment of all or any part of the Exercise Price (which
shares shall be valued for this purpose at their Fair Market Value on
the date such Option is exercised), or in such other manner permitted
by law as may be authorized from time to time by the Committee.
(f) REPURCHASE AND REPLACEMENT. Upon approval of the Committee, the
Company may repurchase a previously granted Option from a Grantee by
mutual agreement before such Option has been exercised upon such terms
and conditions as the Company and the Grantee shall agree, provided
that the per share repurchase price shall not exceed the amount by
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which the Fair Market Value of the Common Stock subject to the Option
on the date of purchase exceeds the Exercise Price. The Committee may
agree to the cancellation of an Option in order to make a Grantee
eligible for the grant of a replacement Option.
(g) INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to the
contrary, the following additional provisions shall apply to the grant
of Options which are intended to qualify as Incentive Stock Options:
(i) Any Incentive Stock Option granted under the Plan shall
contain such other provisions as the Committee shall deem
advisable, but shall in all events be consistent with and
contain or be deemed to contain all provisions required in
order to qualify the Option as an Incentive Stock Option.
(ii) All Incentive Stock Options must be granted within ten (10)
years from the Effective Date.
(iii) Unless sooner exercised, all Incentive Stock Options shall
expire no later than ten (10) years after the Grant Date.
(iv) The Exercise Price for each Incentive Stock Option shall not
be less than the Fair Market Value of the Common Stock subject
to the Option on the Grant Date.
(v) No Incentive Stock Option shall be granted to any Eligible
Employee who, at the time such Option is granted, would own
(within the meaning of Section 422 of the Code) stock
possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company (or of any
Subsidiary) unless the Exercise Price is at least equal to one
hundred ten percent (110%) of the Fair Market Value of the
Common Stock subject to the Option on the Grant Date and the
Option is not exercisable after the expiration of five (5)
years from the Grant Date.
(vi) The aggregate Fair Market Value (determined as of the Grant
Date) of the shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by
any Eligible Employee during any calendar year (under all
plans of the Company and its parent corporation, if any, and
any Subsidiary) shall not exceed $100,000.
SECTION 8. STOCK AWARDS AND RESTRICTED STOCK AWARDS. A Stock Award
consists of the issuance by the Company to an Eligible Employee of shares of
Common Stock, without other payment therefor, as additional compensation for
his or her services to the Company. A Restricted Stock Award consists of the
issuance by the Company to an Eligible Employee of shares of Common Stock,
without other payment, but subject to restrictions on sale or other transfer.
The issuance of Common Stock pursuant to Stock Awards and the issuance of
Restricted Stock Awards shall be subject to the following terms and conditions:
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(a) NUMBER OF SHARES. The number of shares of Common Stock to be issued
by the Company to an Eligible Employee pursuant to a Stock Award or a
Restricted Stock Award shall be determined by the Committee.
(b) RESTRICTIONS. All Restricted Stock Awards issued hereunder shall be
subject to such restrictions as the Committee may determine,
including, without limitation, any or all of the following:
(i) a prohibition against the sale, transfer, pledge or other
encumbrance of the shares, such prohibition to lapse at such
time or times as the Committee shall determine (whether in
annual or more frequent installments);
(ii) a requirement that the Eligible Employee forfeit all or a part
of such shares in the event of termination of his or her
employment during any period in which such shares are subject
to restrictions.
(c) ESCROW. In order to enforce the restrictions imposed by the Committee
pursuant to Section 8(b), the Eligible Employee receiving a Restricted
Stock Award shall be required to enter into an agreement with the
Company setting forth the conditions of the award. Restricted Stock
Awards shall be registered in the name of the Eligible Employee and
deposited, together with a stock power endorsed in blank, with the
Company. Each such certificate shall bear a legend in substantially
the following form:
The transferability of this certificate and the shares of
Common Stock represented by it are subject to the terms and
conditions (including conditions of forfeiture) contained in
the Amended and Restated Incentive Compensation Plan of
Statoil Energy, Inc. ("Statoil Energy") and the agreement
entered into between the registered owner and Statoil Energy.
Copies of the Plan and the agreement are on file in the office
of the Secretary of Statoil Energy.
(d) END OF RESTRICTIONS. At the end of any time period during which the
Restricted Stock Award is subject to forfeiture and restrictions on
transfer, certificates evidencing such shares will be delivered free
of all restrictions to the Eligible Employee.
(e) STOCKHOLDER. Subject to the terms and conditions of the Plan and any
other restrictions determined by the Committee and set forth in the
agreement evidencing the Restricted Stock Award, each Eligible
Employee receiving a Restricted Stock Award shall have all of the
rights of a stockholder with respect to shares of stock during any
period in which such shares are subject to forfeiture and restrictions
on transfer, including without limitation, the right to vote such
shares. Dividends paid in cash or property other than Common Stock or
other Company stock with respect to the Restricted Stock Award shall
be paid to the Eligible
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Employee. Dividends payable in shares of Common Stock or other
Company stock shall be treated as a Restricted Stock Award and shall
be held pursuant to the provisions of the Plan.
SECTION 9. PERFORMANCE STOCK AWARDS. Performance Stock Awards are
contingent rights to receive shares of Common Stock upon the achievement of
certain performance objectives. The award of a Performance Stock Award shall
be subject to such terms and conditions as the Committee deems appropriate.
Each Performance Stock Award will be evidenced by a written agreement which
will include the performance objectives to be achieved. The number of shares
included in a Performance Stock Award shall be determined by the Committee and
may be subject to such terms and conditions as the Committee shall determine.
If the performance objectives are achieved, the Eligible Employee will be
issued shares of Common Stock equal to the number of Performance Stock Awards
granted to the Eligible Employee.
SECTION 10. ELECTION TO RECEIVE DISCOUNTED OPTIONS. At the sole
discretion of the Committee, an Eligible Employee may elect to receive all or
a portion of the Eligible Employee's annual bonus in the form of a discounted
Non-Qualified Stock Option instead of cash.
(a) TIME AND MANNER OF ELECTION. An election to receive a discounted
Option in lieu of cash must be made before the first day of the
calendar year for which the bonus would otherwise be paid. The
election shall be made in writing on a form provided by the Committee.
An Eligible Employee may specify the amount of annual bonus to be
received in the form of a discounted Option as:
(i) a percentage of the total annual bonus,
(ii) a fixed dollar amount, or
(iii) an amount in excess of a fixed dollar amount to be received in
cash.
(b) ELECTION IRREVOCABLE. The election to receive a discounted Option in
lieu of cash shall be irrevocable.
(c) EXERCISE PRICE. The Exercise Price of a discounted Option shall be
determined by the Committee in accordance with Section 7(a).
(d) NUMBER OF SHARES SUBJECT TO DISCOUNTED OPTION. The number of shares of
Common Stock subject to each discounted Option shall be the quotient
determined by dividing:
(i) the amount of the bonus payment payable in the form of a
discounted Option, by
(ii) an amount equal to the Fair Market Value on the Grant Date of
a share of Common Stock, reduced by the Exercise Price of the
discounted Option.
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(e) EXERCISE OF DISCOUNTED OPTION. A discounted Option granted under this
Section 10 shall vest and become exercisable in accordance with the
rules described in Section 7(d).
(f) EFFECT OF TERMINATION OF ELIGIBLE EMPLOYEE. Notwithstanding the
provisions of Section 12, if a Grantee ceases to be an Eligible
Employee (except as set forth in Section 13), the Company will
repurchase from the Grantee any discounted Option granted under this
Section 10 which has not become vested and exercisable at such time
the Grantee ceases to be an Eligible Employee at a repurchase price
equal to the Fair Market Value on the Grant Date reduced by the
Exercise Price of the discounted Option.
SECTION 11. NON-TRANSFERABILITY. No Option, Restricted Stock Award or
Performance Stock Award granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution. An Option, Restricted
Stock Award or Performance Stock Award may be exercised during the lifetime of
the Grantee only by the Grantee.
SECTION 12. TERMINATION OF RELATIONSHIP.
(a) EFFECT ON OPTIONS OF VOLUNTARY TERMINATION OF ELIGIBLE EMPLOYEE OR
TERMINATION FOR CAUSE. If a Grantee ceases to be an Eligible Employee
as a result of a termination of such employment relationship by the
Company For Cause or as a result of a voluntary termination of such
employment relationship by the Grantee, any Option held by the
Grantee, to the extent not theretofore exercised, shall be cancelled
immediately upon such termination of service as an Eligible Employee.
(b) EFFECT ON OPTIONS OF TERMINATION OF ELIGIBLE EMPLOYEE WITHOUT CAUSE.
If a Grantee ceases to be an Eligible Employee as a result of a
termination of such employment relationship by the Company for any
reason other than For Cause, any vested Option held by the Grantee, to
the extent not theretofore exercised, shall continue to be exercisable
in accordance with its terms for a period of ninety (90) days after
the Company provides notice to the Grantee of the termination of the
employment of the Grantee and thereafter such Option, to the extent
not theretofore exercised, shall be deemed cancelled.
(c) EFFECT ON OTHER INCENTIVES OF TERMINATION OF ELIGIBLE EMPLOYEES. If a
Grantee ceases to be an Eligible Employee for any reason, any
Restricted Stock Award or Performance Stock Award not theretofore
issued and vested shall be cancelled immediately upon such termination
of service as an Eligible Employee (whether or not caused by death or
disability).
(d) CHANGE OF DUTIES OR POSITION OF GRANTEE. An Incentive granted under
the Plan shall not be affected by any change of duties or position of
a Grantee so long as the Grantee remains an Eligible Employee.
SECTION 13. DEATH OR DISABILITY OF GRANTEE. If a Grantee shall (a) die
while serving as an Eligible Employee, or (b) becomes permanently and totally
disabled within the meaning of
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Section 22(e)(3) of the Code while serving as an Eligible Employee and at such
time there does not exist grounds for the termination of the Eligible Employee
For Cause, then any outstanding Option may be exercised as set forth herein by
the Grantee or, in the event of death, by the person or persons to whom the
Grantee's rights under the Option pass by will or by the laws of descent and
distribution, or if no such person has such right, by his executors or
administrators, and the period for exercise to the extent provided in Section 7
shall be extended for sixty (60) days in the case of the permanent and total
disability or death of the Grantee, but not more than ten (10) years after the
Grant Date.
SECTION 14. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Each Stock Option
Agreement and any other agreement entered into pursuant to the Plan may contain
such provisions as the Committee shall determine to be appropriate for the
adjustment of the number and class of shares of Common Stock covered by such
Incentive, the Exercise Prices and the number of shares of Common Stock which
shall be issuable at any time, in the event of changes in the outstanding
Common Stock of the Company by reason of stock dividends, split-ups,
split-downs, reverse splits, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, spin-offs, reorganizations, liquidations,
and the like. In the event of any such change in the outstanding Common Stock
of the Company, the aggregate number of shares of Common Stock which may be
granted under the Plan and to any Eligible Employee shall be appropriately
adjusted by the Committee, whose determination shall be conclusive.
SECTION 15. MISCELLANEOUS.
(a) EFFECTIVE DATE. The Plan became effective as of the Effective Date.
(b) TERMINATION OF THE PLAN. Unless the Plan shall have been previously
terminated as hereinafter provided, the Plan shall terminate on the
tenth (10th) anniversary of the Effective Date, and no Incentive or
other rights under it shall be granted thereafter. The Board of
Directors, without further approval of the stockholders of the
Company, may at any time prior to that date terminate the Plan and
thereafter no further Incentives may be granted under the Plan.
However, Options and other Incentives granted prior to any termination
shall continue to be exercisable in accordance with the terms thereof.
(c) GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the Commonwealth of Virginia.
(d) NO RIGHTS AS STOCKHOLDER. The Grantee shall have no rights as a
stockholder of the Company with respect to the shares of Common Stock
to be issued under this Plan prior to the issuance by the Company of
Common Stock hereunder.
(e) NO RIGHT TO CONTINUED SERVICE. The Plan shall not confer upon any
Eligible Employee any right with respect to continuation of service
for or with the Company, or its Subsidiaries, nor
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shall it interfere in any way with his or her right or the Company's
right to terminate his or her service at any time, which right is
hereby reserved.
(f) AMENDMENT OF THE PLAN. The Board of Directors may at any time and from
time to time modify and amend the Plan in any respect; provided,
however, that no amendment shall be made without the affirmative vote
of a majority of the shares of Common Stock of the Company if such
stockholder vote is required in the opinion of legal counsel to the
Company.
(g) SEVERABILITY. In the event that any one or more provisions of the
Plan or any agreement, or any action taken pursuant to the Plan or
such agreement, should, for any reason, be unenforceable or invalid in
any respect under the laws of the United States, any state of the
United States or any other government, such enforceability or
invalidity shall not affect any other provision of the Plan or of such
other agreement but in such particular jurisdiction and instance the
Plan and the affected agreement shall be construed as if such
enforceable or invalid provision had not been contained therein or if
the action in question had not been taken thereunder.
(h) WITHHOLDING. The Company and its Subsidiaries shall have the right to
withhold and collect any taxes required by law to be withheld upon the
exercise of an Option granted under the Plan or upon the grant of any
shares hereunder. The withholding obligation may be satisfied by:
(i) withholding from other amounts payable to the Grantee; (ii)
payment of the necessary withholding amount by the Grantee to the
Company; or (iii) the Company, subject to the approval of the
Committee in its sole discretion, accepting shares of issued Common
Stock.
(i) STOCKHOLDERS' AGREEMENT. Each Eligible Employee will be required to
become a party to the Stockholders' Agreement upon the grant of any
Incentive hereunder.
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