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EXHIBIT 10.19
March 6, 2001
[Name]
[Address]
Re: Grant of Restricted Stock
Dear [Mr./Ms. ]:
Remington Oil and Gas Corporation (the "Company") and you entered into
a Contingent Stock Grant Agreement (the "Agreement") dated March 16, 2000
regarding a proposed award (the "Award") of restricted common stock of the
Company. An initially capitalized word used in this letter and not defined in
this letter will have the meaning given in the Agreement.
1. Correction.
To clarify Section 5 of the Agreement and to give effect to the
original intent of the parties to the Agreement, the first sentence of Section 5
of the Agreement is hereby amended to read as follows:
"In order for the Award to become effective, the Company or an
affiliate of the Company must continuously employ you from March 16,
2000 through the Trigger Point, and in order for you to be vested in
any percentage of the Award as provided in Section 3, the Company or an
affiliate of the Company must continuously employ you from March 16,
2000 through the later to occur of (i) the Trigger Point and (ii) the
applicable vesting date set forth in Section 3 for such percentage of
the Award."
2. Additional Conditions.
Notwithstanding Section 3 of the Agreement or Section 5 of the
Agreement, as amended by this letter, if after the Trigger Point has been
reached and before you are otherwise 100 percent vested pursuant to Section 3 of
the Agreement, a Qualified Termination Event occurs after the Company or an
affiliate of the Company continuously employs you from March 16, 2000 through
the Qualified Termination Event, the Award will be 100 percent vested on the
date of the Qualified Termination Event. A Qualified Termination Event shall be
your retirement after attaining age 65, your death, or your receiving benefits
under the Remington Oil and Gas Corporation Long-Term Disability Plan.
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3. Optional Change in Vesting.
At your option you may change the vesting schedule in Section 3(a) to
the following alternative vesting schedule (the "Alternative Vesting Schedule")
and Section 3(a) of the Agreement shall read:
"(a) Except, as set forth in Paragraph 3(b) and subject to Section 5
below, the
Award shall vest according to the following schedule:
Percentage Cumulative
Date Becoming Vested Percentage Vested
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January 17, 2002 20% 20%
January 17, 2003 20% 40%
January 17, 2004 20% 60%
January 17, 2005 20% 80%
January 17, 2006 20% 100%
In order to accept this Alternative Vesting Schedule you must sign your
name after the following sentence:
I accept the Alternative Vesting Schedule.
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[Name]
4. Amendment. This letter shall constitute an amendment of the
Agreement and shall be effective March 16, 2000, except that paragraphs 2 and 3
hereof shall be effective March 6, 2001.
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Please evidence your approval and acceptance of the terms of this
letter (except paragraph 3 which shall be accepted only by signing above in
paragraph 3) by signing where indicated below.
Sincerely,
Remington Oil and Gas Corporation
By:
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James A. Watt, President
Agreed and Accepted
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Date:
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