Exhibit 10.26
FRONTIER OIL EXPLORATION COMPANY
1995 STOCK OPTION AND AWARD PLAN
Frontier Oil Exploration Company, a Nevada corporation (the "Company"),
hereby adopts this "Frontier Oil Exploration Company 1995 Stock Option and Award
Plan" (the "Plan"), effective as of the 31st day of August, 1995, under which
options to acquire stock of the Company or bonus stock may be granted from time
to time to employees, including officers and directors, of the Company or its
subsidiaries. In addition, at the discretion of the board of directors or other
administrator of this Plan, options to acquire stock of the Company or bonus
stock may from time to time be granted under this Plan to other individuals who
contribute to the success of the Company or its subsidiaries but who are not
employees of the Company, all on the terms and conditions set forth herein
1. Purpose of the Plan. The Plan is intended to aid the Company in
maintaining and developing a management team, attracting qualified officers and
employees capable of assisting in the future success of the Company, and
rewarding those individuals who have contributed to the success of the Company.
It is designed to aid the Company in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who are
perceived by management as having contributed to the success of the Company or
who are important to the continued business and operations of the Company. The
above aims will be effectuated through the granting of options ("Options") to
purchase shares of common stock of the Company, par value $0.001 per share (the
"Stock"), or the granting of awards of bonus stock ("Stock Awards"), all subject
to the terms and conditions of this Plan. It is intended that the Options issued
pursuant to this Plan include, when designated as such at the time of grant,
options which qualify as Incentive Stock Options ("Incentive Options") within
the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or any amendment or successor provision of like tenor. If the Company
has a class of securities registered under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), it is intended that this Plan will comply with
the applicable provisions of Rule 16b-3 ("Rule 16b-3") promulgated under the
Exchange Act or any amendment or successor rule of like tenor.
2. Shareholder Approval. The Plan shall become effective immediately on
adoption by the board of directors of the Company (the "Board"). However, any
rights granted under the Plan shall be conditioned on the approval of the Plan
by the Company's shareholders in the manner set forth below:
(a) Within twelve months after the Plan has been adopted by
the Board, the Plan shall be submitted for approval by those
shareholders of the Company who are entitled to vote on such matters at
a duly held shareholders' meeting or approved by the unanimous written
consent of the holders of the issued and outstanding Stock of the
Company. If the Plan is presented at a shareholders' meeting, it shall
be approved by the affirmative vote of the holders of a majority of the
issued and outstanding Stock in attendance, in person or by proxy, at
such meeting. Notwithstanding the foregoing, the Plan may be approved
by the shareholders in any other manner not inconsistent with the
Company's articles of incorporation and bylaws, the applicable
provisions of state corporate laws, and the applicable provisions of
the Code and regulations adopted thereunder.
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(b) In the event the Plan is so approved, the secretary of the
Company shall, as soon as practicable following the date of final
approval, prepare and attach to this Plan certified copies of all
relevant resolutions adopted by the shareholders and the Board. On such
approval, all Options previously granted under this Plan shall remain
in full force and effect, subject to the terms of this Plan, and shall
be deemed to have been granted as of the date of the action taken by
the Board or other administrator of this Plan in awarding such Options,
provided that, to the extent that the reporting requirements of Rule
16a-3 promulgated under the Exchange Act or Rule 16b-3 is applicable to
such grant, the Option shall be deemed to have been granted as of the
date of approval by the shareholders.
(c) In the event the Plan is not approved by the shareholders
on or before the date that is twelve months subsequent to the adoption
of this Plan by the Board, all Options previously granted under the
Plan shall remain in full force and effect, subject to the terms of
this Plan, and shall be deemed to have been granted as of the date of
the action taken by the Board or other administrator of this Plan in
awarding such Options, provided that, to the extent that the reporting
requirements of Rule 16a-3 promulgated under the Exchange Act or Rule
16b-3 are applicable to such grant, the Option shall be deemed to have
been granted as of the date that is one year subsequent to the date of
this Plan and any Options granted thereafter shall be deemed to be
granted as of the date of the grant under the terms of this Plan. As a
result of the failure to obtain shareholder approval within the time
specified, none of the Options issued under this Plan will qualify as
Incentive Options and none of the Options deemed issued prior to
shareholder approval will qualify for the exemption provided in Rule
16b-3.
3. Administration of the Plan. Administration of the Plan shall be
determined by the Board. Subject to compliance with applicable provisions of the
governing law, the Board may delegate administration of the Plan or specific
administrative duties with respect to the Plan, on such terms and to such
committees of the Board as it deems proper. Any Option or Stock Award approved
by the Board shall be approved by a majority vote of those members of the Board
in attendance at a meeting at which a quorum is present. Any Option or Stock
Award approved by a committee designated by the Board shall be approved as
specified by the Board at the time of delegation. The interpretation and
construction of the terms of the Plan by the Board or a duly authorized
committee shall be final and binding on all participants in the Plan absent a
showing of demonstrable error. No member of the Board or duly authorized
committee shall be liable for any action taken or determination made in good
faith with respect to the Plan.
Transactions under this Plan involving officers, directors, and
beneficial owners of more than 10% of any class of equity security registered
pursuant to section 12 of the Exchange Act are intended to comply with all
applicable conditions of Rule 16b-3. To the extent any provisions of the Plan,
or any action taken by an administrator fails to so comply, it shall be deemed
null and void to the extent permitted by law and deemed advisable by the Board
or the duly authorized committee.
4. Shares of Stock Subject to the Plan. A total of 500,000 shares of
Stock may be subject to, or issued pursuant to, Options or Stock Awards granted
under the terms of this Plan. To the extent permitted for plans qualifying under
Rule 16b-3, (i) any shares subject to an Option or Stock Award under the Plan,
which Option or Stock Award for any reason expires or is forfeited, terminated,
or surrendered unexercised as to such shares, shall be added back to the total
number of shares reserved for issuance under the terms of this Plan, and (ii) if
any right to acquire Stock granted under the Plan is exercised by the delivery
of shares of Stock or the relinquishment of rights to shares of Stock, only the
net shares of Stock issued (the shares of Stock issued less the shares of Stock
surrendered) shall count against the total number of shares reserved for
issuance under the terms of this Plan.
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5. Reservation of Stock on Granting of Option. At the time of granting
any Option under the terms of this Plan, there will be reserved for issuance on
the exercise of the Option the number of shares of Stock of the Company subject
to such Option. The Company may reserve either authorized but unissued shares or
issued shares that have been reacquired by the Company.
6. Eligibility. Options or Stock Awards under the Plan may be granted
to employees, including officers and directors, of the Company or its
subsidiaries, as may be existing from time to time, and to other individuals who
are not employees of the Company as may be deemed in the best interest of the
Company by the Board or a duly authorized committee. Such Options or Stock
Awards shall be in the amounts, and shall have the rights and be subject to the
restrictions, as may be determined by the Board or a duly authorized committee
at the time of grant, all as may be within the general provisions of this Plan.
7. Term of Options and Certain Limitations on Right to Exercise.
(a) Each Option shall have the term established by the Board
or duly authorized committee at the time the Option is granted but in
no event may an Option have a term in excess of ten years.
(b) The term of the Option, once it is granted, may be reduced
only as provided for in this Plan or under the written provisions of
the Option.
(c) Unless otherwise specifically provided by the written
provisions of the Option, no holder or his or her legal representative,
legatee, or distributee will be, or shall be deemed to be, a holder of
any shares subject to an Option unless and until the holder exercises
his or her right to acquire all or a portion of the Stock subject to
the Option and delivers the required consideration to the Company in
accordance with the terms of this Plan and then only to the extent of
the number of shares of Stock acquired. Except as specifically provided
in this Plan or as otherwise specifically provided by the written
provisions of the Option, no adjustment to the exercise price or the
number of shares of Stock subject to the Option shall be made for
dividends or other rights for which the record date is prior to the
date the Stock subject to the Option is acquired by the holder.
(d) Options under the Plan shall vest and become exercisable
at such time or times and on such terms as the Board or a duly
authorized committee may determine at the time of the grant of the
Option.
(e) Options granted under the Plan shall contain such other
provisions, including, without limitation, further restrictions on the
vesting and exercise of the Option, as the Board or a duly authorized
committee shall deem advisable.
(f) In no event may an Option be exercised after the
expiration of its term.
8. Exercise Price. The exercise price of each Option issued under the
Plan shall be determined by the Board or a duly authorized committee on the date
of grant.
9. Payment of Exercise Price. The exercise of any Option shall be
contingent on receipt by the Company of cash, certified bank check to its order,
or other consideration acceptable to the Company; provided that, at the
discretion of the Board or a duly authorized committee, the written provisions
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of the Option may provide that payment can be made in whole or in part in shares
of Stock of the Company or by the surrender of Options to acquire Stock from the
Company, which Stock or Options shall be valued at their then fair market value
as determined by the Board or a duly authorized committee; provided however,
that if, at the time of grant of an Option, the Company is subject to the
provisions of section 16(b) of the Exchange Act, such Stock and/or Options
surrendered must have been owned by the optionee for more than six months. Any
consideration approved by the Board or a duly authorized committee that calls
for the payment of the exercise price over a period of more than one year shall
provide for interest, which shall not be included as part of the exercise price,
that is equal to or exceeds the imputed interest provided for in section 483 of
the Code or any amendment or successor section of like tenor.
10. Withholding. If the grant of a Stock Award or the grant or exercise
of an Option pursuant to this Plan is subject to withholding or other trust fund
payment requirements of the Code or applicable state or local laws, such
requirements may, at the discretion of the Board or a duly authorized committee
at the time of the grant of the Stock Award or Option and to the extent
permitted by the terms of the Option or Stock Award and the then governing
provisions of the Code and the Exchange Act, be met (i) by the holder of the
Option or Stock Award either delivering shares of Stock or canceling Options or
other rights to acquire Stock from the Company with a fair market value equal to
such requirements and, if the Company is then subject to the provisions of
section 16(b) of the Exchange Act, which have been held for more than six
months; (ii) by the Company withholding shares of Stock subject to the Option or
Stock Award with a fair market value equal to such requirements; or (iii) by the
Company making such withholding or other trust fund payment and the Option
holder or award recipient reimbursing the Company such amount paid within 10
days after written demand therefor from the Company.
11. Incentive Options--Additional Provisions. In addition to the other
restrictions and provisions of this Plan, any Option granted hereunder that is
intended to be an Incentive Option shall meet the following further
requirements:
(a) The exercise price of an Incentive Option shall not be
less than the fair market value of the Stock on the date of grant as
determined by the Board or a duly authorized committee based on the
closing price for the Stock over the five-day trading period
immediately prior to the date of grant or any other basis permitted by
the applicable provisions of the Code.
(b) No Incentive Option may be granted under the Plan to any
individual that owns (either of record or beneficially) Stock
possessing more than 10% of the combined voting power of the Company or
any parent or subsidiary corporation unless both the exercise price is
at least 110% of the fair market value of the Stock on the date the
Option is granted and the Incentive Option by its terms is not
exercisable more than five years after the date it is granted.
(c) Incentive Options may be granted only to employees of the
Company or its subsidiaries and only in connection with that employee's
employment by the Company or the subsidiary. Notwithstanding the above,
directors and other individuals who have contributed to the success of
the Company or its subsidiaries may be granted Incentive Options under
the Plan, subject to, and to the extent permitted by, applicable
provisions of the Code and regulations promulgated thereunder, as they
may be amended from time to time.
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(d) The aggregate fair market value (determined as of the date
the Incentive Option is granted) of the shares of Stock with respect to
which Incentive Options are exercisable for the first time by any
individual during any calendar year under the Plan (and all other plans
of the Company and its subsidiaries) may not exceed $100,000.
(e) No Incentive Option shall be transferable other than by
will or the laws of descent and distribution and shall be exercisable,
during the lifetime of the optionee, only by the optionee to whom the
Incentive Option is granted.
(f) No individual acquiring shares of Stock pursuant to any
Incentive Option granted under this Plan shall sell, transfer, or
otherwise convey the Stock until after the date that is both two years
after the date the Incentive Option was granted and one year after the
date the Stock was acquired pursuant to the exercise of the Incentive
Option. If any individual makes a disqualifying disposition, he or she
shall notify the Company within 30 days of such transaction.
(g) No Incentive Option may be exercised unless the holder
was, within three months of such exercise, and had been since the date
the Incentive Option was granted, an eligible employee of the Company
as specified in the applicable provisions of the Code, unless the
employment was terminated as a result of the death or disability (as
defined in the Code and the regulations promulgated thereunder as they
may be amended from time to time) of the employee or the employee dies
within three months of the termination. In the event of termination as
a result of disability, the holder shall have a one year period
following termination in which to exercise the Incentive Option. In the
event of death of the holder, the Incentive Option must be exercised
within six months after the issuance of letters testamentary or
administration or the appointment of an administrator, executor, or
personal representative, but not later than one year after the date of
termination of employment. An authorized absence or leave approved by
the Board or a duly authorized committee for a period of 90 days or
less shall not be considered an interruption of employment for any
purpose under the Plan.
(h) All Incentive Options shall be deemed to contain such
other limitations and restrictions as are necessary to conform the
Incentive Option to the requirements for "incentive stock options" as
defined in section 422 of the Code, or any amendment or successor
statute of like tenor.
All of the foregoing restrictions and limitations are based on the governing
provisions of the Code as of the date of adoption of this Plan. If at any time
the Code is amended to permit the qualification of an Option as an incentive
stock option without one or more of the foregoing restrictions or limitations or
the terms of such restrictions or limitations are modified, the Board or a duly
authorized committee may grant Incentive Options, and may modify outstanding
Incentive Options in accordance with such changes, all to the extent that such
action by the Board or duly authorized committee does not disqualify the Options
from treatment as incentive stock options under the provisions of the Code as
may be amended from time to time.
12. Awards to Directors and Officers. To the extent the Company has a
class of securities registered under the Exchange Act, Options and Stock Awards
granted under the Plan to directors and officers (as defined in Rule 16a-1
promulgated under the Exchange Act or any amendment or successor rule of like
tenor) intended to qualify for the exemption from section 16(b) of the Exchange
Act provided in Rule 16b-3 shall be subject to the following requirements, in
addition to the other restrictions and limitations set forth in this Plan:
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(a) The selection of any director or officer, the number of
shares of Stock subject to an Option or Stock Award granted to such
director or officer, and the terms of the Option shall be determined by
the Board or a duly authorized committee, composed of two or more
directors of the Company, all of whom are disinterested persons (as
defined in Rule 16b-3).
(b) With respect to any award, the exercise price may not be
less than the minimum required by applicable state law.
(c) Approval of the Plan by the shareholders of the Company
shall have been solicited substantially in accordance with the rules
and regulations in effect under section 14(a) of the Exchange Act or
any amendment or successor statute in effect at the time of the
approval or, if the Company is not subject to section 14(a) of the
Exchange Act at the time of shareholder approval, such information as
would have been required concerning the Plan under section 14(a) is
provided to the shareholders at the first annual meeting of
shareholders subsequent to the Company becoming subject to such rules.
(d) An Option or, if exercised, the Stock acquired on
exercise, may not be transferred prior to the date that is more than
six months subsequent to the date of the grant of the Option.
(e) The Stock received on the granting of a Stock Award may
not be transferred prior to the date that is more than six months
subsequent to the date of the Stock Award.
(f) An Option may not be transferred other than by will or by
the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in the Code or Title 1 of the
Employee Retirement Income Security Act. The designation of a
beneficiary by an officer or director does not constitute a transfer.
(g) Any cash settlement of Options or Stock Awards,
withholding of shares of Stock or Options or other rights to acquire
Stock to satisfy the tax withholding obligations of the Company under
the Code, or surrender or withholding of shares of Stock of Options or
other rights to acquire Stock to pay the exercise price of the Option,
shall be made in accordance with the requirements of Rule 16b-3 or any
amendment or successor rule of like tenor.
All of the foregoing restrictions and limitations are based on the governing
provisions of the Exchange Act and the rules and regulations promulgated
thereunder as of the date of adoption of this Plan. If at any time the governing
provisions are amended to permit an Option to be granted or exercised or a Stock
Award to be granted pursuant to Rule 16b-3 or any amendment or successor rule of
like tenor without one or more of the foregoing restrictions or limitations, or
the terms of such restrictions or limitations are modified, the Board or a duly
authorized committee may award Options or Stock Awards to directors and
officers, and may modify outstanding Options or Stock Awards, in accordance with
such changes, all to the extent that such action by the Board or a duly
authorized committee does not disqualify the Options or Stock Awards from
exemption under the provisions of Rule 16b-3 or any amendment or successor rule
of similar tenor.
13. Stock Appreciation Rights and Other Tandem Rights. The Board or a
duly authorized committee, at the time of granting any award under the terms of
this Plan, shall have the authority to grant stock appreciation rights or other
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tandem rights with respect to all or some of the shares of Stock covered by such
award pursuant to which the holder shall have the right to surrender all or part
of such award and thereby exercise the tandem rights; provided, however, that
the holder shall not have such right to surrender and obtain payment during the
first six months of the term of the award, except in the event of death or
disability of holder during such six-month period. Any payment under the terms
of the tandem rights may be made by the Company, at the discretion of the Board
or a duly authorized committee as set forth in the written award, in Stock (at
its fair market value on the date of the notice of exercise, as determined by
the Board or committee) or in cash, or partly in Stock and partly in cash, as
the Company may determine. Any stock appreciation rights or other tandem rights
granted under the terms of this section may be exercised only when, and only to
the extent that, the holder is entitled to exercise all or a portion of the
underlying award. The terms of any stock appreciation or other rights granted
shall, within the provisions of this Plan, be established by the Board or
committee at the time of grant, and any rights created thereby can only be
transferred in connection with the transfer of the underlying award. Stock
appreciation rights may only be exercised at a time when the fair market value
of the Stock subject to the award exceeds the exercise price of the award.
14. Stock Awards. The Board or a duly authorized committee may grant
Stock Awards to individuals eligible to participate in this Plan, to the
individuals, in the amount, and subject to the provisions determined by the
Board or a duly authorized committee. The Board or a duly authorized committee
shall notify in writing each person selected to receive a Stock Award hereunder
as soon as practicable after he or she has been so selected and shall inform
such person of the number of shares he or she is entitled to receive, the
approximate date on which such shares will be issued, and the Forfeiture
Restrictions applicable to such shares. (For purposes hereof, the term
"Forfeiture Restrictions" shall mean any prohibitions against sale or other
transfer of shares of Stock granted under the Plan and the obligation of the
holder to forfeit his or her ownership of or right to such shares and to
surrender such shares to the Company on the occurrence of certain conditions.)
The Board or a duly authorized committee may, at its discretion, require the
payment in cash to the Company by the award recipient of the par value of the
Stock. The shares of Stock issued pursuant to a Stock Award shall not be sold,
exchanged, transferred, pledged, hypothecated, or otherwise disposed of during
such period or periods of time which the Board or a duly authorized committee
shall establish at the time of the grant of the Stock Award. If a Stock Award is
made to an employee of the Company or its subsidiaries, the employee shall be
obligated, for no consideration other than the amount, if any, of the par value
paid in cash for such shares, to forfeit and surrender such shares as he or
shall have received under the Plan which are then subject to Forfeiture
Restrictions to the Company if he or she is no longer an employee of the Company
or its subsidiaries for any reason; provided that, in the event of termination
of the employee's employment by reason of death or total and permanent
disability, the committee in its sole discretion may cancel the Forfeiture
Restrictions. Certificates representing shares subject to Forfeiture
Restrictions shall be appropriately legended as determined by the Board or a
duly authorized committee to reflect the Forfeiture Restrictions, and the
Forfeiture Restrictions shall be binding on any transferee of the shares.
15. Assignment. At the time of grant of an Option, the Board or duly
authorized Committee, in its sole discretion, may impose restrictions on the
transferability of such an Option and provide that such Option shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code and
that, except as permitted by the foregoing, such Options granted under the Plan
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and the rights and privileges thereby conferred shall not be transferred,
assigned, pledged, or hypothecated in any way (whether by operation of law or
otherwise), and shall not be subject to execution, attachment, or similar
process. On any attempt to transfer, assign, pledge, hypothecate, or otherwise
dispose of the Option, or of any right or privilege conferred thereby, contrary
to the provisions thereof, or on the levy of any attachment or similar process
on such rights and privileges, the Option and such rights and privileges shall
immediately become null and void.
16. Additional Terms and Provisions of Awards. The Board or duly
authorized committee shall have the right to impose additional limitations on
individual awards under the Plan. For example, and without limiting the
authority of the Board or a duly authorized committee, an individual award may
be conditioned on continued employment for a specified period or may be voided
based on the award holder's gross negligence in the performance of his or her
duties, substantial failure to meet written standards established by the Company
for the performance of his or her duties, criminal misconduct, or willful or
gross misconduct in the performance of his or her duties. In addition, the Board
or a duly authorized committee may establish additional rights in the holders of
individual awards at the time of grant. For example, and without limiting the
authority of the Board or a duly authorized committee, an individual award may
include the right to immediate payment of the value inherent in the award on the
occurrence of certain events such as a change in control of the Company, all on
the terms and conditions set forth in the award at the time of grant. The Board
or a duly authorized committee may, at the time of the grant of the Option or
Stock Award, establish any other terms, restrictions, or provisions on the
exercise of an Option or the holding of Stock subject to the Stock Award as it
deems appropriate. All such terms, restrictions, and provisions must be set
forth in writing at the time of grant in order to be effective.
17. Dilution or Other Adjustment. In the event that the number of
shares of Stock of the Company from time to time issued and outstanding is
increased pursuant to a stock split or a stock dividend, the number of shares of
Stock then covered by each outstanding Option granted hereunder shall be
increased proportionately, with no increase in the total purchase price of the
shares then so covered, and the number of shares of Stock subject to the Plan
shall be increased by the same proportion. Shares awarded under the terms of a
Stock Award shall be entitled to the same rights as other issued and outstanding
shares of Stock, whether or not then subject to Forfeiture Restrictions,
although any additional shares of Stock issued to the holder of a Stock Award
shall be subject to the same Forfeiture Restrictions as the Stock Award. In the
event that the number of shares of Stock of the Company from time to time issued
and outstanding is reduced by a combination or consolidation of shares, the
number of shares of Stock then covered by each outstanding Option granted
hereunder shall be reduced proportionately, with no reduction in the total
purchase price of the shares then so covered, and the number of shares of Stock
subject to the Plan shall be reduced by the same proportion. Shares awarded
under a Stock Award shall be treated as other issued and outstanding shares of
Stock, whether or not then subject to Forfeiture Restrictions. In the event that
the Company should transfer assets to another corporation and distribute the
stock of such other corporation without the surrender of Stock of the Company,
and if such distribution is not taxable as a dividend and no gain or loss is
recognized by reason of section 355 of the Code or any amendment or successor
statute of like tenor, then the total purchase price of the Stock then covered
by each outstanding Option shall be reduced by an amount that bears the same
ratio to the total purchase price then in effect as the market value of the
stock distributed in respect of a share of the Stock of the Company, immediately
following the distribution, bears to the aggregate of the market value at such
time of a share of the Stock of the Company plus the stock distributed in
respect thereof. Shares issued under a Stock Award shall be treated as issued
and outstanding whether or not subject to Forfeiture Restrictions, although any
stock of the other corporation to be distributed with respect to the shares
awarded under the Stock Award shall be subject to the Forfeiture Restrictions
then applicable to such shares and may be held by the Company or otherwise
subject to restrictions on transfer until the expiration of the Forfeiture
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Restrictions. In the event that the Company distributes the stock of a
subsidiary to its shareholders, makes a distribution of a major portion of its
assets, or otherwise distributes significant portion of the value of its issued
and outstanding Stock to its shareholders, the number of shares then subject to
each outstanding Option and the Plan, or the exercise price of each outstanding
Option, may be adjusted in the reasonable discretion of the Board or a duly
authorized committee. Shares awarded under a Stock Award shall be treated as
issued and outstanding, whether or not subject to Forfeiture Restrictions,
although any Stock, assets, or other rights distributed shall be subject to the
Forfeiture Restrictions governing the shares awarded under the Stock Award and,
at the discretion of the Board or a duly authorized committee, may be held by
the Company or otherwise subject to restrictions on transfer by the Company
until the expiration of such Forfeiture Restrictions. All such adjustments shall
be made by the Board or duly authorized committee, whose determination upon the
same, absent demonstrable error, shall be final and binding on all participants
under the Plan. No fractional shares shall be issued, and any fractional shares
resulting from the computations pursuant to this section shall be eliminated
from the respective Option or Stock Award. No adjustment shall be made for cash
dividends, for the issuance of additional shares of Stock for consideration
approved by the Board, or for the issuance to stockholders of rights to
subscribe for additional Stock or other securities.
18. Options or Stock Awards to Foreign Nationals. The Board or a duly
authorized committee may, in order to fulfill the purposes of this Plan and
without amending the Plan, grant Options or Stock Awards to foreign nationals or
individuals residing in foreign countries that contain provisions, restrictions,
and limitations different from those set forth in this Plan and the Options or
Stock Awards made to United States residents in order to recognize differences
among the countries in law, tax policy, and custom. Such grants shall be made in
an attempt to provide such individuals with essentially the same benefits as
contemplated by a grant to United States residents under the terms of this Plan.
19. Listing and Registration of Shares. Unless otherwise expressly
provided on the granting of an award under this Plan, the Company shall have no
obligation to register any securities issued pursuant to this Plan or issuable
on the exercise of Options granted hereunder. Each award shall be subject to the
requirement that if at any time the Board shall determine, in its sole
discretion, that it is necessary or desirable to list, register, or qualify the
shares covered thereby on any securities exchange or under any state or federal
law, or obtain the consent or approval of any governmental agency or regulatory
body as a condition of, or in connection with, the granting of such award or the
issuance or purchase of shares thereunder, such award may not be made or
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Board or a duly authorized Committee..
20. Expiration and Termination of the Plan. The Plan may be abandoned
or terminated at any time by the Board or a duly authorized committee except
with respect to any Options or Stock Awards then outstanding under the Plan. The
Plan shall otherwise terminate on the earlier of the date that is: (i) ten years
after the date the Plan is adopted by the Board; or (ii) ten years after the
date the Plan is approved by the shareholders of the Company.
21. Form of Awards. Awards granted under the Plan shall be represented
by a written agreement which shall be executed by the Company and which shall
contain such terms and conditions as may be determined by the Board or a duly
authorized committee and permitted under the terms of this Plan. Option
agreements evidencing Incentive Options shall contain such terms and conditions,
among others, as may be necessary in the opinion of the Board or a duly
authorized committee to qualify them as incentive stock options under section
422 of the Code or any amendment or successor statute of like tenor.
22. No Right of Employment. Nothing contained in this Plan or any
Option or Stock Award shall be construed as conferring on a director, officer,
or employee any right to continue or remain as a director, officer, or employee
of the Company or its subsidiaries.
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23. Amendment of the Plan. The Board or a duly authorized committee may
modify and amend the Plan in any respect; provided, however, that to the extent
such amendment or modification would cause the Plan to no longer comply with the
applicable provisions of the Code with respect to Incentive Options or with the
Exchange Act with respect to Options or Stock Awards granted to officers or
directors under Rule 16b-3, such amendment or modification shall also be
approved by the shareholders of the Company. If the Company has a class of
securities registered under the Exchange Act, this Plan may not be amended more
than once during any six month period, other than to comport with changes in the
Code or the Employee Retirement Income Security Act or the rules and regulations
promulgated thereunder. Subject to the foregoing and, if the Company is subject
to the provisions of 16(b) of the Exchange Act, the limitations of Rule 16b-3
promulgated under the Exchange Act or any amendment or successor rule of like
tenor,
Subject only to the foregoing prohibition against amending this Plan
more than once during any six month period, the Plan shall be deemed to be
automatically amended as is necessary (i) with respect to the issuance of
Incentive Options, to maintain the Plan in compliance with the provisions of
section 422 of the Code, and regulations promulgated thereunder from time to
time, or any amendment or successor statute thereto, and (ii) with respect to
Options or Stock Awards granted to officers and directors of the Company, to
maintain the Plan in compliance with the provisions of Rule 16b-3 promulgated
under the Exchange Act or any amendment or successor rule of like tenor.
ATTEST:
/s/ Andrew W. Pierce
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Andrew W. Pierce, Secretary
SECRETARY'S CERTIFICATE
The undersigned, the duly constituted and elected secretary of Frontier
Oil Exploration Company, hereby certifies that a duly constituted meeting of the
shareholders held on July 22, 1996, pursuant to notice and at which a quorum was
present in accordance with the requirements of law and the Company's articles of
incorporation and bylaws, the foregoing Frontier Oil Exploration Company 1995
Stock Option and Award Plan was approved by the affirmative vote of the holders
of a majority of the shares of Common Stock in attendance, in person or by
proxy, at such meeting.
DATED this day of _____________, 1996.
/s/ Andrew W. Pierce
-------------------------------
Andrew W. Pierce, Secretary
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