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EXHIBIT 10.5
DEVX ENERGY, INC.
FORM OF AMENDED AND RESTATED
DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
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DEVX ENERGY, INC.
FORM OF AMENDED AND RESTATED
DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
TABLE OF CONTENTS
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ARTICLE 1 PURPOSE.................................................... 1
ARTICLE 2 DEFINITIONS................................................ 1
ARTICLE 3 ADMINISTRATION............................................. 2
ARTICLE 4 ELIGIBILITY................................................ 2
ARTICLE 5 SHARES SUBJECT TO PLAN..................................... 3
ARTICLE 6 GRANT OF OPTIONS........................................... 3
ARTICLE 7 OPTION PRICE............................................... 3
ARTICLE 8 OPTION PERIOD; FORFEITURE.................................. 3
8.1 Option Period..................................... 3
8.2 Forfeiture........................................ 4
ARTICLE 9 TERMINATION OF SERVICE..................................... 4
9.1 Death............................................. 4
9.2 Disability or Retirement.......................... 4
9.3 Other Termination................................. 4
ARTICLE 10 EXERCISE OF OPTION......................................... 4
ARTICLE 11 AMENDMENT OR DISCONTINUANCE................................ 5
ARTICLE 12 TERM....................................................... 6
ARTICLE 13 CAPITAL ADJUSTMENTS........................................ 6
ARTICLE 14 RECAPITALIZATION, MERGER AND CONSOLIDATION................. 7
ARTICLE 15 LIQUIDATION OR DISSOLUTION................................. 7
ARTICLE 16 OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED
BY OTHER CORPORATIONS...................................... 8
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ARTICLE 17 MISCELLANEOUS PROVISIONS................................... 8
17.1 Investment Intent................................. 8
17.2 No Employment Relationship........................ 8
17.3 Indemnification of Board.......................... 8
17.4 Effect of the Plan................................ 8
17.5 Compliance With Other Laws and Regulations........ 8
17.6 Tax Requirements.................................. 9
17.7 Assignability..................................... 9
17.8 Use of Proceeds................................... 9
17.9 Legend............................................ 9
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DEVX ENERGY, INC.
FORM OF AMENDED AND RESTATED
DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
The name of the plan is the AMENDED AND RESTATED DIRECTORS'
NONQUALIFIED STOCK OPTION PLAN (the "PLAN") of DevX Energy, Inc., a Delaware
corporation (hereinafter called the "COMPANY"). The Directors' Nonqualified
Stock Option Plan was originally adopted by the Board of Directors of the
Company, and was approved by the Company's stockholders, in 1998. Effective
December 15, 2000, the Company's Board of Directors approved, subject to
stockholder approval, the Amended and Restated Directors' Nonqualified Stock
Option Plan.
ARTICLE 1
PURPOSE
The purpose of the Plan is to attract and retain Outside Directors of
the Company and to provide such persons with a proprietary interest in the
Company through the granting of Nonqualified Stock Options that will
(a) increase the interest of such persons in the
Company's welfare;
(b) furnish an incentive to such persons to continue
their services for the Company; and
(c) provide a means through which the Company may attract
able persons as Outside Directors.
ARTICLE 2
DEFINITIONS
For the purpose of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:
2.1 "Board" means the board of directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as
amended.
2.3 "Common Stock" means the common stock, par value $0.234
per share, which the Company is currently authorized to issue or may in
the future be authorized to issue.
2.4 "Company" means DevX Energy, Inc., a Delaware corporation.
2.5 "Date of Grant" means the effective date on which a Stock
Option is awarded to a Participant as set forth in the applicable Stock
Option Agreement.
2.6 "Option Period" means the period during which a Stock
Option may be exercised.
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2.7 "Option Price" means the price which must be paid by a
Participant upon exercise of a Stock Option to purchase a share of
Common Stock.
2.8 "Outside Director" means a Director of the Company who is
not an Employee.
2.9 "Participant" shall mean an Outside Director to whom a
Stock Option is granted under this Plan.
2.10 "Plan" means this DevX Energy, Inc. Amended and Restated
Directors' Nonqualified Stock Option Plan, as amended from time to
time.
2.11 "Stock Option" means a nonqualified option to purchase
Common Stock of the Company granted under this Plan.
2.12 "Stock Option Agreement" means a written agreement
between a Participant and the Company which sets out the terms of the
grant of a Stock Option.
2.13 "Termination of Service" occurs when a Participant shall
cease to serve as an Outside Director for any reason.
2.14 "Total and Permanent Disability" means a Participant is
qualified for long-term disability benefits under the Company's
disability plan or insurance policy; or, if no such plan or policy is
then in existence, that the Participant, because of ill health,
physical or mental disability or any other reason beyond his or her
control, is unable to perform his or her duties of employment for a
period of six (6) continuous months, as determined in good faith by the
Board.
ARTICLE 3
ADMINISTRATION
The Plan shall be administered by the Board of Directors of the
Company. The Board, in its discretion, shall (i) interpret the Plan, (ii)
prescribe, amend, and rescind any rules and regulations necessary or appropriate
for the administration of the Plan, and (iii) make such other determinations and
take such other action as it deems necessary or advisable in the administration
of the Plan. Any interpretation, determination, or other action made or taken by
the Board of Directors shall be final, binding, and conclusive on all interested
parties.
ARTICLE 4
ELIGIBILITY
Any Outside Director whose judgment, initiative, and efforts
contributed or may be expected to contribute to the successful performance of
the Company is eligible to participate in the Plan. The Board, upon its own
action, may grant, but shall not be required to grant, a Stock Option to any
Outside Director. Except as required by this Plan, Stock Options granted at
different times need not contain similar provisions. The Board's determinations
under the Plan need not be uniform and may be made by it selectively among
Outside Directors who receive, or are eligible to receive, Stock Options under
the Plan.
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ARTICLE 5
SHARES SUBJECT TO PLAN
The Board may not grant Stock Options under the Plan for more than
100,000 shares of Common Stock of the Company (as may be adjusted in accordance
with ARTICLES 13 and 14 hereof), all of which are designated as nonqualified
stock options. Shares to be optioned and sold may be made available from either
authorized but unissued Common Stock or Common Stock held by the Company in its
treasury. Shares previously subject to Stock Options which have expired or been
canceled may be reissued under the Plan.
The Company during the term of this Plan will at all times reserve and
keep available the number of shares of Stock that shall be sufficient to satisfy
the requirements of this Plan.
ARTICLE 6
GRANT OF OPTIONS
Subject to the terms of this Plan, the Board may grant options to
purchase up to 30,000 shares of Common Stock to each Participant, in any year as
the Board deems appropriate, subject to adjustment as provided herein. The grant
of a Stock Option shall be evidenced by a Stock Option Agreement setting forth
the total number of shares subject to the Stock Option, the Option Price, the
maximum term of the Stock Option, the Date of Grant, and such other terms and
provisions as are approved by the Board, but not inconsistent with the Plan. The
Company shall execute a Stock Option Agreement with a Participant after the
issuance of a Stock Option. Any Stock Option granted pursuant to this Plan must
be granted within ten (10) years of the date of adoption of this Plan. The Plan
shall be submitted to the Company's shareholders for approval; however, the
Board may grant Stock Options under the Plan prior to the time of shareholder
approval.
ARTICLE 7
OPTION PRICE
The Option Price for any share of Common Stock which may be purchased
under a Stock Option shall be such price as determined by the Board.
ARTICLE 8
OPTION PERIOD; FORFEITURE
8.1 OPTION PERIOD. A Stock Option may be exercised in whole or in part
at any time during its term. The Option Period for a Stock Option may be reduced
or terminated upon Termination of Service in accordance with ARTICLE 9. No Stock
Option granted under the Plan may be exercised at any time after the end of its
Option Period.
Each Stock Option will terminate at the first of the following to
occur:
(a) 5 p.m. on the tenth anniversary of the Date of Grant;
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(b) 5 p.m. on the date which is six (6) months following the
Participant's Termination of Service due to death or Total and
Permanent Disability; or
(c) 5 p.m. on the 90th day after the date of any other
Termination of Service, except as provided in Section 9.3 below.
8.2 FORFEITURE. In the event of a Participant's Termination of Service
other than as a result of death or Total and Permanent Disability, the
unexercised portion of the Stock Option previously granted to such Participant
shall terminate and be forfeited as of 5 p.m. on the 90th day after the day of
the termination.
ARTICLE 9
TERMINATION OF SERVICE
In the event of Termination of Service of a Participant, the Option
Period for any Stock Option of the Participant shall be amended in accordance
with this ARTICLE 9 and such Stock Option may only be exercised as follows:
9.1 DEATH. In the event of the Participant's death while serving as an
Outside Director, his Stock Option may be exercised for a period of six (6)
months after the Participant's death; such Stock Option may be exercised by the
Participant's estate or personal representative, or by the person who acquired
the right to exercise the Stock Option by bequest or inheritance or by reason of
the Participant's death.
9.2 DISABILITY OR RETIREMENT. Upon the Termination of the Participant's
Service as an Outside Director by reason of Total and Permanent Disability, the
Participant or his guardian may exercise such Participant's Stock Option within
six (6) months after the date of such Termination of Service.
9.3 OTHER TERMINATION. Upon the Termination of the Participant's
Service as an Outside Director for any reason other than as a result of death,
or Total and Permanent Disability, the Participant may, before 5 p.m. on the
90th day after the day of such Termination of Service, exercise any Stock
Options to the extent such Stock Options were exercisable at the date of such
Termination of Service.
ARTICLE 10
EXERCISE OF OPTION
Stock Options may be exercised during the Option Period, subject to
limitations and restrictions set forth in ARTICLE 9. Stock Options may be
exercised at such times and in such amounts as provided in this Plan and the
applicable Stock Option Agreements, subject to the terms, conditions, and
restrictions of the Plan.
In no event may a Stock Option be exercised or shares be issued
pursuant to a Stock Option if a necessary listing of the shares on a stock
exchange or any registration under state or federal securities laws required
under the circumstances has not been accomplished. No Stock Option may be
exercised for a fractional share of Stock. The granting of a Stock Option shall
impose no obligation upon the Participant to exercise that Stock Option.
Subject to such administrative regulations as the Board may from time
to time adopt, a Stock Option may be exercised by the delivery of written notice
to the Board setting forth the number of shares with respect
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to which the Stock Option is to be exercised and the date of exercise thereof
(the "EXERCISE DATE") which shall be at least three (3) days after giving such
notice unless an earlier time shall have been mutually agreed upon. On the
Exercise Date, the Participant shall deliver to the Company consideration with a
value equal to the total Option Price of the shares to be purchased, payable as
follows: (a) cash, check, bank draft, or money order payable to the order of the
Company, (b) Common Stock owned by the Participant on the Exercise Date, valued
at its Fair Market Value on the Exercise Date, (c) by delivery (including by
FAX) to the Company or its designated agent of an executed irrevocable option
exercise form together with irrevocable instructions from the Participant to a
broker or dealer, reasonably acceptable to the Company, to sell certain of the
shares of Common Stock purchased upon exercise of the Stock Option or to pledge
such shares as collateral for a loan and promptly deliver to the Company the
amount of sale or loan proceeds necessary to pay such purchase price, and/or (d)
in any other form of valid consideration that is acceptable to the Board in its
sole discretion.
Upon payment of all amounts due from the Participant, the Company shall
cause certificates for the Common Stock then being purchased to be delivered to
the Participant (or the person exercising the Participant's Stock Option in the
event of his death) at its principal business office within ten (10) business
days after the Exercise Date. The obligation of the Company to deliver shares
shall, however, be subject to the condition that if at any time the Board shall
determine in its discretion that the listing, registration, or qualification of
the Stock Option or the Common Stock being purchased upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the Stock Option or the issuance or purchase of shares
thereunder, the Stock Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.
If the Participant fails to pay for any of the Common Stock specified
in such notice or fails to accept delivery thereof, the Participant's right to
purchase such Common Stock may be terminated by the Company.
ARTICLE 11
AMENDMENT OR DISCONTINUANCE
The Plan may be amended or discontinued by the Board without the
approval of the shareholders of the Company unless shareholder approval is
required by any stock exchange on which the shares to be issued upon exercise of
the Stock Options are listed. Any amendment to the Plan shall be approved by
shareholders if the amendment would:
(a) materially increase the benefits accruing to Participants
under the Plan;
(b) materially increase the number of securities which may be
issued under the Plan; or
(c) materially modify the requirements as to eligibility for
participation in the Plan.
In addition, no amendment may adversely affect an outstanding Stock Option
without the consent of the Participant.
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ARTICLE 12
TERM
The Plan shall be effective from the date that this Plan is approved by
the Board. Unless sooner terminated by action of the Board, the Plan will
terminate on December 15, 2010, but Stock Options granted before the effective
date will continue to be effective in accordance with their terms and
conditions.
ARTICLE 13
CAPITAL ADJUSTMENTS
If at any time while the Plan is in effect or unexercised Stock Options
are outstanding there shall be any increase or decrease in the number of issued
and outstanding shares of Common Stock resulting from (1) the declaration or
payment of a stock dividend, (2) any recapitalization resulting in a stock
split-up, combination, or exchange of shares of Common Stock, or (3) other
increase or decrease in such shares effected without receipt of consideration by
the company, then and in such event:
(i) An appropriate adjustment shall be made in the maximum
number of shares of Common Stock then subject to being awarded under
the Plan, to the end that the same proportion of the Company's issued
and outstanding shares of Common Stock shall continue to be subject to
being so awarded; and
(ii) Appropriate adjustments shall be made in the number of
shares of Common Stock and the Option Price thereof then subject to
purchase pursuant to each such Stock Option previously granted and
unexercised, to the end that the same proportion of the Company's
issued and outstanding shares of Common Stock in each such instance
shall remain subject to purchase at the same aggregate Option Price.
Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or 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, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or Option Price of shares of Common Stock
then subject to outstanding Stock Options granted under the Plan.
Upon the occurrence of each event requiring an adjustment of the Option
Price or the number of shares purchasable pursuant to Stock Options granted
pursuant to the terms of this Plan, the Company shall mail to
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each Participant its computation of such adjustment which shall be conclusive
and shall be binding upon each such Participant.
ARTICLE 14
RECAPITALIZATION, MERGER AND CONSOLIDATION
(a) The existence of this Plan and Stock Options granted
hereunder shall not affect in any way the right or power of the Company
or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company's
capital structure and its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or preference
stocks ranking prior to or otherwise affecting the Common stock or the
rights thereof (or any rights, options, or warrants to purchase same),
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, whether of a similar character or
otherwise.
(b) Subject to any required action by the shareholders, if the
Company shall be the surviving or resulting corporation in any merger
or consolidation, any Stock Option granted hereunder shall pertain to
and apply to the securities or rights (including cash, property, or
assets) to which a holder of the number of shares of Common Stock
subject to the Stock Option would have been entitled.
(c) In the event of any merger or consolidation pursuant to
which the Company is not the surviving or resulting corporation, there
shall be substituted for each share of Common Stock subject to the
unexercised portions of such outstanding Stock Options, that number of
shares of each class of stock or other securities or that amount of
cash, property, or assets of the surviving or consolidated company
which were distributed or distributable to the shareholders of the
Company in respect to each share of Common Stock held by them, such
outstanding Stock Options to be thereafter exercisable for such stock,
securities, cash, or property in accordance with their terms.
Notwithstanding the foregoing, however, all such Stock Options may be
canceled by the Company as of the effective date of any such
reorganization, merger, consolidation, or any dissolution or
liquidation of the Company by giving notice to each holder thereof or
his personal representative of its intention to do so and by permitting
the purchase during the thirty (30) day period next preceding such
effective date of all of the shares subject to such outstanding Stock
Options.
(d) Upon the occurrence of each event requiring an adjustment
of the Option Price or the number of shares purchasable pursuant to
Stock Options granted pursuant to the terms of this Plan, the Company
shall mail to each Participant its computation of such adjustment which
shall be conclusive and shall be binding upon each such Participant.
ARTICLE 15
LIQUIDATION OR DISSOLUTION
In case the Company shall, at any time while any Stock Option under
this Plan shall be in force and remain unexpired, (i) sell all or substantially
all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then
each Participant may thereafter receive upon exercise hereof (in lieu of each
share of Common Stock of the Company which such Participant would have been
entitled to receive) the same kind and amount of any securities or assets as may
be issuable, distributable, or payable upon any such sale, dissolution,
liquidation,
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or winding up with respect to each share of Common Stock of the Company. If the
Company shall, at any time prior to the expiration of any Stock Option, make any
partial distribution of its assets, in the nature of a partial liquidation,
whether payable in cash or in kind (but excluding the distribution of a cash
dividend payable out of earned surplus and designated as such) then in such
event the prices then in effect with respect to each Stock Option shall be
reduced, on the payment date of such distribution, in proportion to the
percentage reduction in the tangible book value of the shares of the Company's
Common Stock (determined in accordance with generally accepted accounting
principles) resulting by reason of such distribution.
ARTICLE 16
OPTIONS IN SUBSTITUTION FOR
STOCK OPTIONS GRANTED BY OTHER CORPORATIONS
Stock Options may be granted under the Plan from time to time in
substitution for such options held by directors of a corporation who become or
are about to become Outside Directors of the Company as a result of a merger or
consolidation of the employing corporation with the Company or the acquisition
by the Company of stock of the employing corporation. The terms and conditions
of the substitute options so granted may vary from the terms and conditions set
forth in this Plan to such extent as the Board at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the options in
substitution for which they are granted.
ARTICLE 17
MISCELLANEOUS PROVISIONS
17.1 INVESTMENT INTENT. The Company may require that there be presented
to and filed with it by any Participant under the Plan, such evidence as it may
deem necessary to establish that the options granted or the shares of Common
Stock to be purchased or transferred are being acquired for investment and not
with a view to their distribution.
17.2 NO EMPLOYMENT RELATIONSHIP. The Participant is not an employee of
the Company. Nothing herein shall be construed to create an employer-employee
relationship between the Company and the Participant.
17.3 INDEMNIFICATION OF BOARD. No member of the Board, nor any officer
or employee of the Company acting on behalf of the Board, shall be personally
liable for any action, determination, or interpretation taken or made in good
faith with respect to the Plan, and all members of the Board and each and any
officer or employee of the Company acting on the Board's behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination, or interpretation.
17.4 EFFECT OF THE PLAN. Neither the adoption of this Plan nor any
action of the Board shall be deemed to give any person any right to be granted a
Stock Option to purchase Common Stock of the Company or any other rights except
as may be evidenced by a Stock Option Agreement, or any amendment thereto, duly
authorized by the Board and executed on behalf of the Company, and then only to
the extent and upon the terms and conditions expressly set forth therein.
17.5 COMPLIANCE WITH OTHER LAWS AND REGULATIONS. Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
sell or issue shares of Common Stock under any Stock
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Option if the issuance thereof would constitute a violation by the Participant
or the Company of any provisions of any law or regulation of any governmental
authority or any national securities exchange or other forum in which shares of
Common Stock are traded (including Section 16 of the Securities Exchange Act of
1934); and, as a condition of any sale or issuance of shares of Common Stock
under a Stock Option, the Board may require such agreements or undertakings, if
any, as the Board may deem necessary or advisable to assure compliance with any
such law or regulation. The Plan, the grant and exercise of Stock Options
hereunder, and the obligation of the Company to sell and deliver shares of
Common Stock, shall be subject to all applicable federal and state laws, rules
and regulations and to such approvals by any government or regulatory agency as
may be required.
17.6 TAX REQUIREMENTS. The Company shall have the right to deduct from
all amounts hereunder paid in cash or other form, any Federal, state, or local
taxes required by law to be withheld with respect to such payments. The
Participant receiving shares issued upon exercise of any Stock Option shall be
required to pay the Company the amount of any taxes which the Company is
required to withhold with respect to such shares of Common Stock. Such payments
shall be required to be made prior to the delivery of any certificate
representing such shares of Common Stock. Such payment may be made in cash or by
check.
17.7 ASSIGNABILITY. Unless the Board provides otherwise, all or a
portion of a Stock Option to be granted to a Participant may be transferred by
such Participant to (i) the spouse, children or grandchildren of the Participant
("IMMEDIATE FAMILY MEMBERS"), (ii) a trust or trusts for the exclusive benefit
of one or more Immediate Family Members, or (iii) a partnership in which one or
more Immediate Family Members are the only partners, (iv) an entity exempt from
federal income tax pursuant to Section 501(c)(3) of the Code or any successor
provision, or (v) a split interest trust or pooled income fund described in
Section 2522(c)(2) of the Code or any successor provision, provided that (x)
there shall be no consideration for any such transfer, and (y) subsequent
transfers of previously transferred Stock Options shall be prohibited except
those by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended. Following transfer, any such
Stock Option shall continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer, provided that for purposes of
ARTICLES 10, 11, 13, 14, 15, 16 AND 17 hereof the term "PARTICIPANT" shall be
deemed to include the transferee. The events of Termination of Service and any
vesting of the Stock Options shall continue to be applied with respect to the
original Participant, following which the Stock Options shall be exercisable by
the transferee only to the extent and for the periods and installments specified
in the Award Agreement. The Board and the Company shall have no obligation to
inform any transferee of a Stock Option of any expiration, termination, lapse or
acceleration of such Option. The Company shall have no obligation to register
with any federal or state securities commission or agency any Common Stock
issuable or issued under a Stock Option that has been transferred by a
Participant under this Section 17.7. If the Participant attempts to alienate,
assign, pledge, hypothecate, or otherwise dispose of this Stock Option or any
right thereunder, except as provided for in this Plan or the Stock Option
Agreement, the Board may terminate the Participant's Stock Option by notice to
him, and it shall thereupon become null and void.
17.8 USE OF PROCEEDS. Proceeds from the sale of shares pursuant to
Stock Options granted under this Plan shall constitute general funds of the
Company.
17.9 LEGEND. Each certificate representing shares of Common Stock
issued to a Participant upon exercise of a Stock Option shall bear the following
legend, or a similar legend deemed by the Company to constitute an appropriate
notice of the provisions hereof and the applicable security laws (any such
certificate not having such legend shall be surrendered upon demand by the
Company and so endorsed) unless the shares
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of Common Stock being issued have been registered pursuant to a Registration
Statement on Form S-8 (or a successor form) filed with and declared effective by
the Securities and Exchange Commission:
On the face of the certificate:
"Transfer of this stock is restricted in accordance
with conditions printed on the reverse of this
certificate."
On the reverse:
"The shares of stock evidenced by this certificate
are subject to and transferrable only in accordance
with that certain DevX Energy, Inc. Amended and
Restated Directors Nonqualified Stock Option Plan,
dated as of January 1, 2001, as amended from time to
time, a copy of which is on file at the principal
office of the Company in Dallas, Texas. No transfer
or pledge of the shares evidenced hereby may be made
except in accordance with and subject to the
provisions of said Plan. By acceptance of this
certificate, any holder, transferee or pledge hereof
agrees to be bound by all of the provisions of said
Plan."
Insert the following legend on the certificate if the shares
were not issued in a transaction registered under the
applicable federal and state securities laws:
"Shares of stock represented by this certificate have
been acquired by the holder for investment and not
for resale, transfer or distribution, have been
issued pursuant to exemptions from the registration
requirements of applicable state and federal
securities laws, and may not be offered for sale,
sold or transferred other than pursuant to effective
registration under such laws, or in transactions
otherwise in compliance with such laws, and upon
evidence satisfactory to the Company of compliance
with such laws, as to which the Company may rely upon
an opinion of counsel satisfactory to the Company."
A copy of this Plan shall be kept on file in the principal office of
the Company in Dallas, Texas or any successor location of the Company's
principal executive offices.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized representative pursuant to prior action taken by
the Board.
DEVX ENERGY, INC.
By:
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Name:
-----------------------------
Title:
----------------------------
Attest:
- -----------------------------
Secretary
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