EXHIBIT 10.19
KERR-McGEE CORPORATION PERFORMANCE SHARE PLAN
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TABLE OF CONTENTS
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Article Page
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I Purpose..................................................... 1
II Definitions................................................. 1
III Administration.............................................. 3
IV Eligibility................................................. 3
V Maximum Shares Available.................................... 3
VI Stock Options............................................... 3
VII Adjustment Upon Changes In Stock............................ 5
VIII Change In Control........................................... 5
IX Miscellaneous............................................... 6
X Amendment And Termination................................... 7
XI Duration Of The Plan........................................ 8
KERR-McGEE CORPORATION PERFORMANCE SHARE PLAN
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Article I
Purpose
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The purpose of the Kerr-McGee Corporation Performance Share Plan (the
"Plan") is to provide the opportunity to the Company's employees to acquire
shares of Kerr-McGee Corporation common stock in order to participate in the
ownership of the Company.
Article II
Definitions
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(a) "Board" shall mean the Board of Directors of the Company.
(b) "Cause" shall mean the occurrence of one of the following:
(1) Your conviction of a felony or any crime or offense lesser than a
felony involving the property of the Company
(2) Your engaging in conduct which has caused demonstrable and serious
injury to the Company, monetary or otherwise, as evidenced by a
determination in a binding and final judgment, order or decree of a
court or administrative agency of competent jurisdictions, in effect
after exhaustion or lapse of all rights of appeal, in an action, suit
or proceeding, whether civil, criminal, administrative or
investigative.
(3) Gross dereliction of your duties or other grave misconduct by you
and your failure to cure such situation within thirty (30) days after
receipt of notice thereof from the Chief Executive Officer of the
Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(d) "Company" shall mean Kerr-McGee Corporation and any successor
corporation by merger or otherwise.
(e) "Committee" shall mean a committee of two (2) or more members of the
Board appointed by the Board of Directors to administer the Plan pursuant to
Article III herein.
(f) "Designated Beneficiary" shall mean the person or persons named by the
Employee on a Beneficiary Form to receive the options upon the death of the
Employee.
(g) "Director" shall mean a Director of Kerr-McGee Corporation
(h) "Employee" shall exclude corporate Vice Presidents, President, Vice
Chairman, Chairman of the Board elected by the Board of Directors, Directors of
Kerr-McGee Corporation and such persons designated by the Committee, and shall
mean any person employed by the Company, a Subsidiary or Limited Liability
Company on a regular full-time basis.
(i) "Fair Market Value" of Stock shall mean the average of the highest
price and the lowest price at which Stock shall have been sold on the applicable
date as reported in the Wall Street Journal as New York Stock Exchange Composite
Transactions for that date. In the event that the applicable date is a date on
which there were no such sales of Stock, the Fair Market Value of Stock on such
date shall be the mean of the highest price and the lowest price at which Stock
shall have been sold on the last trading day preceding such date.
(j) "Limited Liability Company" or "LLC" shall mean any Limited Liability
Company in which the Company or a Subsidiary owns fifty percent (50%) or more of
the Limited Liability Company.
(k) "Option" or "Stock Option" shall mean a right granted under the Plan to
an Optionee to purchase a stated number of shares of Stock at a stated exercise
price.
(l) "Optionee" shall mean an Employee who has received a Stock Option
granted under the Plan.
(m) "Retirement" shall mean retirement as defined in a policy approved by
the Company.
(n) "Stock" shall mean the common stock of the Company.
(o) "Subsidiary" shall mean any corporation (other than the Company) in
which the Company, a Subsidiary or a Limited Liability Company of the Company
owns fifty percent (50%) or more of the total combined voting power of all
classes of stock.
(p) "Total Disability" and "Totally Disabled" shall normally have such
meaning as that defined under the Company's group insurance plan covering total
disability and determinations of Total Disability normally shall be made by the
insurance company providing such coverage on the date on which the employee,
whether or not eligible for benefits under such insurance plan, becomes Totally
Disabled. In the absence of such insurance plan, the Committee shall make such
determination.
Article III
Administration
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Subject to such approvals and other authority as the Board may reserve to
itself from time to time, the Committee shall, consistent with the provisions of
the Plan, from time to time establish such rules and regulations and appoint
such agents as it deems appropriate for the proper administration of the Plan,
and make such determinations under, and such interpretations of, and take such
steps in connection with the Plan or the Options as it deems necessary or
advisable.
Each determination, interpretation, or other action made or taken pursuant
to the Plan by the Committee and/or the Board shall be final and shall be
binding and conclusive for all purposes and upon all persons.
Article IV
Eligibility
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Except corporate Vice Presidents, President, Vice Chairman, Chairman of the
Board elected by the Board of Directors, Directors of Kerr-McGee Corporation and
such persons designated by the Committee, all regular full-time Employees shall
be eligible to receive Options under the Plan.
Article V
Maximum Shares Available
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The Stock to be distributed under the Plan may be either authorized and
unissued shares or issued shares of the Company. The maximum amount of Stock
which may be issued under the Plan in satisfaction of exercised Options shall
not exceed, in the aggregate 1,500,000 shares. Stock subject to an Option which
for any reason is cancelled or terminated without having been exercised, which
is forfeited, shall again be available for grants and Awards under the Plan.
Article VI
Stock Options
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(a) Grant of Options.
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(i) The Committee may, at any time and from time to time prior to
December 31, 2007, grant Options under the Plan to eligible Employees, for
such numbers of shares and having such terms as the Committee shall
designate, subject however, to the provisions of the Plan. The Committee
will also determine the type of Option granted (e.g. nonstatutory, other
statutory Options as from time to time may be permitted by the Code) or a
combination of various types of Options. The date on which an Option shall
be granted shall be the date of the Committee's authorization of such
grant. Any individual at any one time and from time to time may hold more
than one Option granted under the Plan or under any other Stock plan of the
Company.
(ii) Each Option shall be granted in accordance with the Terms and
Conditions consistent with the provisions of the Plan as the Committee
shall approve from time to time.
(b) Exercise Price. The price at which shares of Stock may be purchased
under an Option shall not be less than 100% of the Fair Market Value of the
Stock on the date the Option is granted.
(c) Option Period. The period during which an Option may be exercised shall
be determined by the Committee; provided, that such period will not be longer
than ten years and one day. The date or dates on which installment portion(s) of
an Option may be exercised during the term of an Option shall be determined by
the Committee and may vary from Option to Option. The Committee may also
determine to accelerate the time at which installment portion(s) of an
outstanding Option may be exercised.
(d) Termination of Employment. An Option shall terminate and no longer be
exercised immediately upon termination of employment for Cause. An Option shall
terminate and no longer be exercised three months after the Optionee ceases to
be an Employee for any reason other than Cause, Total Disability, death or
Retirement. If an Optionee's employment is terminated by Total Disability or
Retirement to the extent that the Option was exercisable at the time of the
Optionee's Total Disability or Retirement, such Option may be exercised within
the period, not to exceed four (4) years following such termination specified by
the Committee in the instrument evidencing the Option. If the Optionee dies
during this four-year period, the Option may (to the extent the Option was then
exercisable) be exercised after your death by your Designated Beneficiary, the
personal representative of your estate, or if the Option has been distributed as
part of your estate, by the person or persons to whom your rights under the
Option pass by will or by the applicable laws of descent and distribution, at
any time prior to the expiration of such four-year period. If the Optionee dies
while in the employ of the Company, a Subsidiary or LLC, or within three months
after the termination of such employment, to the extent that the Option was
exercisable at the time of the Optionee's death, such Option may, within the
lesser of one year after the Optionee's death or the term of the option, be
exercised by the executor or administrator of the Optionee's estate, or if it
has been distributed as part of the estate, by the person or persons to whom the
Optionee's rights under the Option shall pass by will or by the applicable laws
of descent and distribution. In no event may an Option be exercised to any
extent by anyone after the expiration or termination of the Option.
(e) Payment for Shares. The exercise price of an Option shall be paid to
the Company, or an administrator of the Plan, or a representative of the Company
designated by the Committee, in full at the time of exercise at the election of
the Optionee (1) in cash, or (2) through the delivery of irrevocable
instructions to a broker to deliver promptly to the Company an amount equal to
the aggregate exercise price of the Option. No Optionee shall have any rights to
dividends or other rights of a stockholder with respect to shares of Stock
subject to an Option until the Optionee has given written notice of exercise of
the Option, paid in full for such shares of Stock and, if applicable, has
satisfied any other conditions imposed by the Committee pursuant to the Plan.
Article VII
Adjustment Upon Changes In Stock
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The number of shares of Stock which may be issued pursuant to this Plan,
the number of shares covered by each outstanding Option and the Option exercise
price per share shall be adjusted proportionately, and any other appropriate
adjustments shall be made, for any increase or decrease in the total number of
issued and outstanding Stock (or change in kind) resulting from any change in
the Stock or Options through a merger, consolidation, reorganization,
recapitalization, subdivision or consolidation of shares or other capital
adjustment or the payment of a Stock Dividend or other increase or decrease (or
change in kind) in such shares. In the event of any such adjustment, fractional
shares shall be eliminated.
Article VIII
Change In Control
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Notwithstanding anything to the contrary in the Plan, in the event of a
Change in Control any outstanding options that are not exercisable shall become
exercisable effective as of the date of a Change in Control.
For purposes of the Plan, a "Change in Control" shall be deemed to have
occurred if:
(a) Any "Person", as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company), is or becomes the "Beneficial Owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then outstanding securities;
(b) During any period of 24 months (not including any period prior to July
14, 1998), individuals who at the beginning of such period constitute the Board,
and any new Director (other than (1) a Director designated by a person who has
entered into an agreement with the Company to effect a transaction described in
clause (a), (c) or (d) of this Article, (2) a Director designated by any Person
(including the Company) who publicly announces an intention to take or to
consider taking actions (including, but not limited to, an actual or threatened
proxy contest) which if consummated would constitute a Change in Control or (3)
a Director designated by any Person who is the Beneficial Owner, directly or
indirectly, of securities of the Company representing 10% or more of the
combined voting power of the Company's securities) whose election by the Board
or nomination for election by the Company's stockholders was approved by a vote
of at least two-thirds (2/3) of the Directors then still in office who either
were Directors at the beginning of the period or whose election or nomination
for election was previously so approved cease for any reason to constitute at
least a majority thereof;
(c) The stockholders of the Company approve a merger or consolidation of
the Company with any other corporation other than (1) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation and (2) after which no Person holds 25% or more of the combined
voting power of the then outstanding securities of the Company or such surviving
entity; or
(d) The stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.
Article IX
Miscellaneous
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(a) Except as otherwise required by law, no action taken under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, thrift, profit sharing, group insurance or other benefit plan
maintained by the Company or any Subsidiaries, unless such other plan
specifically provides for such inclusion.
(b) No Option under this Plan shall be transferable other than by filing a
Designation of Beneficiary form, by will, or by the laws of descent and
distribution. Any Option shall be exercisable (i) during the lifetime of an
Optionee, only by the Optionee or, to the extent permitted by the Code, by an
appointed guardian, by the Designated Beneficiary or by a legal representative
of the Optionee, and (ii) after death of the Optionee, only by the Optionee's
legal representative or by the person who acquired the right to exercise such
Option by bequest or inheritance or by reason of the death of the Optionee.
(c) The Company shall have the right to withhold from any settlement
hereunder any federal, state, or local taxes required by law to be withheld, or
require payment in the amount of such withholding. If settlement hereunder is in
the form of Stock, such withholding may be satisfied by the withholding of
shares of Stock by the Company, unless the Optionee shall pay to the Corporation
an amount sufficient to cover the amount of taxes required to be withheld, and
such withholding of shares does not violate any applicable laws, rules or
regulations of federal, state or local authorities.
(d) Transfer of employment between the Company, a Subsidiary or Limited
Liability Company, or between Limited Liability Companies and Subsidiaries shall
not constitute termination of employment for the purpose of the Plan. Whether
any leave of absence shall determine eligibility under the Plan or a termination
of employment for the purposes of the Plan shall be determined by the Committee.
(e) All administrative expenses associated with the administration of the
Plan shall be borne by the Company.
(f) The titles and headings of the articles in this Plan are for
convenience of reference only and in the event of any conflict, the text of the
Plan, rather than such titles or headings, shall control.
(g) No grant or Award to an employee under the Plan or any provisions
thereof shall constitute any agreement for or guarantee of continued employment
by the Company.
(h) The Committee shall have such duties and powers as may be necessary to
discharge its responsibilities under this Plan, including, but not limited to,
the ability to construe and interpret the Plan and resolve any ambiguities with
respect to any of the terms and provisions hereof as written and as applied to
the operation of the Plan.
Article X
Amendment And Termination
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The Board may at any time terminate or amend this Plan in such respect as
it shall deem advisable, provided, no amendment or termination of the Plan
shall, without the consent of the Optionee or Plan participant, alter or impair
any of the rights or obligations under any Options or other rights theretofore
granted such person under the Plan.
Article XI
Duration Of The Plan
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This Plan became effective January 1, 1998. If not sooner terminated by the
Board, this Plan shall terminate on December 31, 2007, but Options and other
rights theretofore granted may extend beyond that date and the terms of the Plan
shall continue to apply.
KERR-McGEE CORPORATION
By:(John J. Murphy)
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John J. Murphy
Director and Chair of the
Executive Compensation Committee
Signature Page of Kerr-McGee Corporation
Performance Share Plan