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EXHIBIT 10.8(a)
[UPR LOGO]
1995 DIRECTORS STOCK INCENTIVE PLAN
OF
UNION PACIFIC RESOURCES GROUP INC.
AND SUBSIDIARIES
-----------------------------
AMENDED AND RESTATED
EFFECTIVE JULY 14, 1998
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UNION PACIFIC RESOURCES GROUP INC.
1995 DIRECTORS STOCK INCENTIVE PLAN
(amended and restated effective July 14, 1998)
The purposes of the Union Pacific Resources Group Inc. 1995 Directors Stock
Incentive Plan, as amended and restated effective July 14, 1998 (the "Plan"),
formerly known as the Union Pacific Resources Group Inc. 1995 Stock Option
Plan, are to foster and promote the long term financial success of Union
Pacific Resources Group Inc. (the "Company") by (a) attracting and retaining
directors who are not employees of the Company or any of its subsidiaries
("Non-Employee Directors") of outstanding ability by providing for the grant of
nonqualified stock options and other forms of equity-based compensation; (b)
providing Non-Employee Directors with compensation opportunities which are
competitive with other corporations; and (c) enabling such Directors to
participate in such financial success of the Company by encouraging them to
become owners of the common stock of the Company. The Company believes that the
Plan will cause the participants to contribute materially to the growth of the
Company, thereby benefitting the Company's stockholders, and will align the
economic interests of the participants with those of the stockholders.
1. ADMINISTRATION.
This Plan shall be administered by the Compensation and Corporate
Governance Committee (the "Committee") consisting of not less than
three persons appointed by the Board of Directors of the Company.
Subject to the foregoing, the Committee's interpretations of the Plan,
including factual determinations and all determinations made by the
Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding.
2. ELIGIBILITY FOR PARTICIPATION.
Only Non-Employee Directors shall be eligible to participate in the
Plan ("Participants").
3. GRANTS.
Incentives under the Plan shall consist of nonqualified stock options
or such other forms of equity-based compensation as the Board of
Directors of the Company may prescribe ("Grants"). All Grants shall be
subject to the terms and conditions set forth herein and to those
other terms and conditions consistent with this Plan as the Committee
deems appropriate and as are specified in writing by the Committee to
the Participant (the "Grant Letter"). The Committee shall approve the
form and provisions of each Grant Letter to each Participant;
provided, however, that Grants to Participants made pursuant
to Section
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5 (which Grants shall be made in the form of nonqualified stock
options) shall be made only in accordance with the provisions of
Section 5.
4. SHARES SUBJECT TO THE PLAN.
(a) Subject to the adjustment specified below, the aggregate
number of shares of common stock of the Company ("Company
Stock") that have been or may be issued or transferred under
the Plan is 1,000,000 shares. The shares may be authorized
but unissued shares of Company Stock or reacquired shares of
Company Stock, including shares repurchased by the Company on
the open market. If and to the extent options granted under
the Plan terminate, expire, or are canceled without having
been exercised, the shares subject to such option shall again
be available for purposes of the Plan.
(b) In the event of a recapitalization, stock split, stock
dividend, combination or exchange of shares, merger,
consolidation, rights offering, separation, spin-off,
reorganization or liquidation, or any other change in the
corporate structure or shares of the Company, the Board, upon
recommendation of the Committee, shall make such equitable
adjustments as it may deem appropriate in the number and kind
of shares authorized by the Plan, in the option price of
outstanding Grants, and in the number and kind of shares or
other securities or property subject to Grants or covered by
outstanding Grants.
5. GRANTS TO PARTICIPANTS.
(a) NUMBER OF SHARES.
(i) INITIAL GRANT -- Each Non-Employee Director who is a
Participant as of March 5, 1997, (the "Date of
Initial Grant") shall receive a Grant to purchase
52,000 shares of Company stock.
(ii) SUBSEQUENT GRANTS -- Each Non-Employee Director who
becomes a Participant subsequent to the Date of
Initial Grant shall receive as of the date he or she
is elected to the Board (the "Date of Subsequent
Grant"), a Grant to purchase shares of Company Stock
in an amount equal to the product (rounded to the
nearest full share) of 52,000 shares multiplied by a
fraction. The numerator of the fraction shall be the
lesser number of years (including partial years)
between the Participant's Date of Subsequent Grant
and (A) March 5, 2007, or (B) the date the
Non-Employee Director would be required to retire
from the Board in accordance with the Company's
retirement policy for Directors. The denominator of
the
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fraction shall be 10. The number of years in the
numerator shall be determined by counting the number
of full and partial 12-month periods between the
Participant's Date of Subsequent Grant and the
relevant date in (A) or (B), with any partial
12-month period determined by rounding any partial
month to a full month.
(iii) DATE OF GRANT -- With respect to a Grant made to an
individual Participant, the date as of which such
Grant was made shall, for purposes of this Plan, be
considered the Participant's "Date of Grant".
(b) OPTION PRICE AND OPTION EXERCISE PERIOD. The purchase price
of Company Stock subject to such Grants shall be the fair
market value of a share of such stock as of the Participant's
Date of Grant (the "Option Price"). The "fair market value"
of Company Stock shall be the average of the high and low
trading prices of a share of Company Stock on that date as
reported in The Wall Street Journal listing for consolidated
trading for New York Stock Exchange issues. Each Grant shall
have an exercise period commencing with the Participant's
Date of Grant and ending with March 5, 2008 (the "Option
Exercise Period").
(c) VESTING OF OPTIONS.
(i) (A) With respect to Participants who received options on the
Date of Initial Grant, their Grants shall vest (and the
options thereunder shall become exercisable) at the rate
of 5,200 shares per year, commencing with the first
anniversary of the Initial Date of Grant.
(B) With respect to a Participant who received options on a
Date of Subsequent Grant, the Grant shall vest (and the
options thereunder shall become exercisable) as follows:
The first vesting date with respect to such Grant shall
be the second March 5th following the Participant's Date
of Subsequent Grant and, on such date, the Participant
shall be entitled to exercise options on the following
number of shares: the sum of (I) 5,200 plus (II) the
product (rounded to full shares) of 433.33 shares
multiplied by the number of months (rounding any partial
month to a full month) between his or her Date of
Subsequent Grant and the March 5th immediately following
his or her Date of Subsequent Grant. Thereafter, on each
March 5th subsequent to the Participant's first vesting
date, the Participant's Grant shall vest at the rate of
5,200 shares per year.
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(ii) Notwithstanding (c)(i), the following special exceptions
shall apply: A Participant's Grant shall immediately vest
(and the options thereunder shall become exercisable) if any
of the following occurs while the Participant is a member of
the Board: the Participant dies, the Participant suffers a
major disability which results in his or her departure or
removal from the Board, the Company undergoes a change of
control (as defined in the Participant's Grant Letter), or
the Participant is required to retire from the Board in
accordance with the Company's retirement policy for
directors.
(d) MANNER OF EXERCISE. A Participant may exercise a Grant by delivering a
notice of exercise to the Secretary of the Company with accompanying
payment of the Option Price. Such notice may instruct the Company to
deliver shares of Company Stock due upon the exercise of the Grant to
any registered broker or dealer designated by the grantee ("Designated
Broker") in lieu of delivery to the grantee. Such instruction must
designate the account into which the shares are to be deposited.
(e) SATISFACTION OF OPTION PRICE. A Participant shall pay the Option Price
in cash or previously acquired Company Stock. Shares of Company Stock
shall not be issued or transferred upon exercise of a Grant until the
Option Price is fully paid.
(f) TERMINATION OF RELATIONSHIP WITH THE COMPANY OR DEATH.
(i) In the event a Participant ceases to serve as a Non-Employee
Director for any reason other than death or major disability,
any Grant made pursuant to this Section which is otherwise
exercisable by the Participant shall terminate, unless
exercised within 180 days (or, if the Participant is required
to retire from the Board in accordance with the Company's
retirement policy for Directors, five years) of the date on
which the Participant ceases to serve as a Non-Employee
Director, but in any event no later than the date of
expiration of the Option Exercise Period. All other Grants
shall be immediately forfeited.
(ii) In the event of the death of the Participant while serving as
a Non-Employee Director, any Grant made pursuant to this
Section which was otherwise exercisable by the Participant at
the date of death may be exercised by the individual's
personal representative at any time prior to the expiration
of five years from the date of death, but in any event no
later than the date of expiration of the Option Exercise
Period. In the event of the death of the Participant after
the date on which the individual ceases to be a Non-Employee
Director, any Grant made pursuant to this Section which was
otherwise exercisable by the Participant at the date of death
may
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be exercised by the individual's personal representative at
any time prior to the expiration of the remainder of the
applicable period set forth in Section 5(f)(i) above.
(iii) In the event a Participant suffers a major disability which
results in his or her departure or removal from the Board,
any Grant made pursuant to this Section which was otherwise
exercisable by the Participant at the date of such disability
may be exercised by the Participant (or, if the Participant
is not legally competent, by his or her personal
representative) at any time prior to the expiration of five
years from the date of such disability, but in any event no
later than the date of expiration of the Option Exercise
Period. In the event the Participant suffers a major
disability after the date on which the individual ceases to
be a Non-Employee Director, any Grant made pursuant to this
Section which was otherwise exercisable by the Participant at
the date of such disability may be exercisable by the
Participant (or, if the Participant is not legally competent,
by his or her personal representative) at any time prior to
the expiration of the remainder of the applicable period set
forth in Section 5(f)(i) above.
6. TRANSFERABILITY OF OPTIONS.
Only a Participant or the Participant's authorized legal
representative may exercise rights under a Grant of an option. Such
persons may not transfer those rights except by will or by the laws of
descent and distribution or, if permitted under Rule 16b-3 of the
Exchange Act and if permitted in any specific case by the Committee in
their sole discretion, pursuant to a domestic relations order as
defined under the Code or Title I of ERISA or the regulations
thereunder. When a Participant dies, the personal representative or
other person entitled to succeed to the rights of the Participant (a
"Successor Grantee") may exercise such rights. A Successor Grantee
must furnish proof satisfactory to the Company of his or her right to
receive the Grant under the Participant`s will or under the applicable
laws of descent and distribution. Notwithstanding the foregoing, a
Participant shall be permitted to transfer a Grant of options (whether
or not then exercisable) to (a) any member or members of his or her
immediate family (spouse, children or grandchildren, including step
and adopted children and grandchildren), (b) a trust, the
beneficiaries of which consist exclusively of members of the
Participant's immediate family, (c) a partnership, the partners of
which consist exclusively of the Participant's immediate family, or
(d) any similar entity created for the exclusive benefit of the
Participant's immediate family. For purposes of the preceding
sentence, any remote, contingent interests of persons other than
members of the Participant's immediate family shall be disregarded.
The Committee or its designee must approve the form of any transfer of
a Grant to or for the benefit of any immediate family member or
members before such transfer shall be recognized as valid hereunder.
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7. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT. The Board of Directors of the Company, by written
resolution, may amend or terminate the Plan at any time;
provided, however, that the Board of Directors shall not
amend the Plan without the approval of the stockholders of
the Company, if such approval is necessary in order to comply
with the requirements of the New York Stock Exchange.
(b) TERMINATION OF PLAN. The Plan shall terminate on March 5,
2008, unless terminated earlier by the Board of Directors of
the Company or unless extended by the Board.
(c) TERMINATION AND AMENDMENT OF OUTSTANDING GRANTS. A
termination or amendment of the Plan that occurs after a
Grant is made shall not result in the termination or
amendment of the Grant unless the grantee consents or unless
the Committee acts under Section 13(a). The termination of
the Plan shall not impair the power and authority of the
Committee with respect to an outstanding Grant. Whether or
not the Plan has terminated, an outstanding Grant may be
terminated or amended under Section 13(a) or may be amended
by agreement of the Company and the grantee consistent with
the Plan.
8. FUNDING OF THE PLAN.
This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Grants under this
Plan. In no event shall interest be paid or accrued on any Grant,
including unpaid installments of Grants.
9. RIGHTS OF NON-EMPLOYEE DIRECTORS.
Nothing in this Plan shall entitle any individual or other person to
any claim or right to a Grant under this Plan. Neither this Plan nor
any action taken hereunder shall be construed as giving any individual
any rights to be retained by or in the employ of the Company.
10. REQUIREMENTS FOR ISSUANCE OF SHARES.
No Company Stock shall be issued or transferred upon exercise of any
Grant hereunder unless and until all legal requirements applicable to
the issuance or transfer of such Company Stock have been complied with
to the satisfaction of the Committee. The Committee shall have the
right to condition any Grant made to any Non-Employee Director
hereunder on such Director's undertaking in writing to comply with
such
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restrictions on subsequent disposition of such shares of Company
Stock as the Committee shall deem necessary or advisable as a result
of any applicable law, regulation or official interpretation thereof,
and certificates representing such shares may be legended to reflect
any such restrictions.
11. HEADINGS.
Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the
Section shall control.
12. EFFECTIVE DATE.
This Plan shall be effective as of July 14, 1998 (the "Effective
Date"). All Grants issued under the Plan as written prior to the
Effective Date shall remain subject to the terms and conditions of
such prior Plan.
13. MISCELLANEOUS.
(a) COMPLIANCE WITH LAW. The Plan, the exercise of Grants and the
obligations of the Company to issue or transfer shares of
Company Stock under Grants shall be subject to all applicable
laws and to approvals by a governmental or regulatory agency
as may be required. With respect to persons subject to
Section 16 of the Exchange Act, it is the intent of the
Company that the Plan and all transactions under the Plan
comply with all applicable provisions of Rule 16b-3 or its
successors under the Exchange Act. The Committee may revoke
any Grant if it is contrary to law or modify a Grant to bring
it into compliance with any valid and mandatory government
regulation. The Committee may, in its sole discretion, agree
to limit its authority under this Section.
(b) OWNERSHIP OF STOCK. A grantee or Successor Grantee shall have
no rights as a stockholder with respect to any shares of
Company Stock covered by a Grant until the shares are issued
or transferred to the grantee or Successor Grantee on the
stock transfer records of the Company.
(c) DEFERRALS. Notwithstanding any provision herein to the
contrary, the Committee, under terms and conditions as it may
prescribe, may permit Participants to make elections, engage
in transactions or take any other action intended to defer
the receipt of compensation for federal income tax purposes
with respect to Grants made hereunder. Any such deferral
arrangement so established shall be maintained by the Company
on an unfunded and unsecured basis and any Participant who
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elects to defer under such arrangement shall, with respect to
any consequent obligation assumed by the Company, be a
general creditor of the Company.
(d) DISCRETIONARY GRANTS. The Board of Directors of the Company
may, from time to time during the term of this Plan, make
other Grants to Non-Employee Directors, in addition to the
Grants described in Section 5. Such additional Grants may
take the form of nonqualified stock options or such
additional other forms of equity-based compensation as the
Board may determine; provided, however, that the Board shall
not make any such Grants without the approval of the
stockholders of the Company if such approval is necessary in
order to comply with the requirements of the New York Stock
Exchange.
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