EXHIBIT 10.1
ABRAXAS PETROLEUM CORPORATION
2005 NON-EMPLOYEE DIRECTORS LONG-TERM EQUITY INCENTIVE PLAN
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ABRAXAS PETROLEUM CORPORATION
2005 NON-EMPLOYEE DIRECTORS LONG-TERM EQUITY INCENTIVE PLAN
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TABLE OF CONTENTS
PART I
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PURPOSE, ADMINISTRATION AND RESERVATION OF
SHARES.................................................................1
SECTION 1.
Purpose of this
Plan...................................................................1
SECTION 2.
Definitions............................................................................1
SECTION 3.
Administration of this
Plan............................................................4
SECTION 4.
Shares
Subject to this
Plan............................................................5
SECTION 5.
Adjustments to Shares Subject to this
Plan.............................................6
PART II
TERMS APPLICABLE TO ALL
AWARDS....................................................................................7
SECTION 6.
General Eligibility; Maximum Annual Participant
Award and Formula
Awards...............................................................7
SECTION 7.
Procedure for Exercise of Awards; Rights as a
Stockholder..............................7
SECTION 8.
Expiration of
Awards...................................................................8
SECTION 9.
Effect of Change of
Control............................................................9
PART III
SPECIFIC TERMS APPLICABLE TO OPTIONS AND
STOCK
AWARDS.............................................................9
SECTION 10.
Grant,
Terms and Conditions of
Options.................................................9
SECTION 11.
Grant, Terms and Conditions of Stock
Awards...........................................10
PART IV
TERM OF PLAN AND STOCKHOLDER
APPROVAL............................................................................10
SECTION 12.
Term of
Plan..........................................................................10
SECTION 13.
Amendment and Termination of this
Plan................................................10
SECTION 14.
Stockholder
Approval..................................................................11
PART V
MISCELLANEOUS 11
SECTION 15.
Unfunded
Plan.........................................................................11
SECTION 16.
Representations and
Legends...........................................................11
SECTION 17.
Assignment of
Benefits................................................................11
SECTION 18.
Governing
Laws........................................................................11
SECTION 19.
Application of
Funds..................................................................12
SECTION 20.
Right of
Removal......................................................................12
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ABRAXAS PETROLEUM CORPORATION
2005 Non-Employee Directors Long-Term Equity Incentive Plan
PART I
PURPOSE, ADMINISTRATION AND RESERVATION OF SHARES
SECTION
1. Purpose of this Plan. The purposes of this Plan are (a) to
attract and retain members of the Board of
Directors,
and (b) to promote
the
growth and success of the Company's business, (i) by aligning the long-term
interests of the Company's Directors with
those of the Company's stockholders by
providing an opportunity to acquire an interest in the Company and (ii) by
providing both rewards for exceptional
performance and long
term incentives for
future contributions to the success of the
Company and its Subsidiaries.
This Plan
permits the grant of
Nonqualified Stock
Options or
Restricted
Stock, at the discretion of the Committee and as
reflected in the terms of the
Award Agreement. Each Award will be subject to
conditions
specified in this
Plan.
SECTION 2.
Definitions.
As used herein,
the following
definitions shall
apply:
(a) "Active Status" shall mean that the Director has not been
removed
from the Board for cause by the Company's stockholders as provided in the
Company's Articles of Incorporation, as
amended, and Bylaws, as amended.
(b) "AMEX" shall mean the American Stock Exchange.
(c) "Award" shall mean any award or benefits granted under this
Plan,
including Options and Restricted Stock.
(d) "Award Agreement"
shall mean a written
or electronic
agreement
between the Company and the Participant
setting forth the terms of the Award.
(e) "Beneficial
Ownership" shall have
the meaning set forth in Rule
13d-3 promulgated under the Exchange
Act.
(f) "Board" shall mean the Company's Board of Directors.
(g) "Change of Control" shall mean the first day that any one or
more
of the following conditions shall have been
satisfied:
(i) the sale, transfer, or assignment to, or other acquisition
by any other entity or entities, of all or substantially
all of the
Company's assets
and business in one or a series of related
transactions;
(ii) a third person,
including a "group" as determined in
accordance with
Section 13(d) or 14(d) of the Exchange Act, obtains
the Beneficial
Ownership of Common Stock having thirty percent (30%)
or more of the then
total number of votes
that may be cast for
the
election of members of the Board; or
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(iii) a cash tender or exchange offer, merger, consolidation,
reorganization or
other business
combination,
sale of assets or
contested election, or any combination of the foregoing
transactions
(each a "Transaction") in connection with the Company, as a result
of
which the persons who are then members of the Board before the
Transaction shall
cease to constitute a majority of the Board of the
Company or any successor to the Company after the Transaction.
(h) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(i) "Committee" shall
mean the Compensation
Committee appointed
by
the Board.
(j) "Common Stock"
shall mean the common
stock of the Company,
par
value $0.01 per share.
(k) "Company"
shall mean Abraxas
Petroleum Corporation, a Nevada
corporation, and any successor thereto.
(l) "Director"
shall mean a member of the Board and,
except with
respect to the ability to vote on any
issues before the Board or the delegation
of authority from the Board, shall also be
deemed to include advisory directors.
(m)
"Effective
Date" shall mean the date on which
the Company's
stockholders have approved this Plan in
accordance with applicable AMEX rules.
(n) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as
amended.
(o) "Fair Market
Value" shall mean the closing price per share of the
Common Stock on the AMEX as to the date
specified (or the
previous trading
day
if the date specified is a day on which no
trading occurred),
or if AMEX shall
cease to be the principal exchange or quotation system upon
which the shares of
Common Stock are listed or quoted,
then such exchange or
quotation system
upon
which the Company elects to list or quote
its shares of Common Stock.
(p) "FLSA"
shall mean the Fair Labor Standards Act of 1938, as
amended.
(q) "Independent
Director" shall mean a
Director who: (i) meets the
independence requirements of the AMEX, or if the AMEX shall cease to be the
principal exchange or quotation system upon
which the shares of Common Stock are
listed or quoted, then such exchange or quotation
system upon which the Company
elects to list or quote its shares of Common Stock; (ii) qualifies as an
"outside director" under Section 162(m) of the Code; (iii) qualifies as a
"non-employee director" under Rule 16b-3
promulgated under the Exchange Act; and
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(iv) satisfies independence criteria under any other applicable laws or
regulations relating to the issuance of
Shares to Non-Employee Directors.
(r) "Maximum
Annual Participant Award" shall have the meaning
set
forth in Section 6(b).
(s) "Misconduct" shall mean the removal from the Board for
cause.
(t) "Nominating and Corporate Governance Committee" shall mean the
Nominating and Corporate Governance
Committee appointed by the Board.
(u) "Non-Employee Director" shall mean a Director who is not a
common
law employee of the Company or any
Subsidiary of the Company.
(v) "Option" shall mean a stock option granted pursuant to Section
10
of this Plan.
(w) "Optionee"
shall mean a Participant who has been granted an
Option.
(x) "Participant"
shall mean any
Non-Employee
Director granted
an
Award.
(y) "Plan"
shall mean this Abraxas Petroleum Corporation 2005
Non-Employee Directors Long-Term Equity
Incentive Plan, including any amendments
thereto.
(z) "Reprice" shall
mean the adjustment or amendment of the exercise
price of Options or previously awarded
whether through amendment, cancellation,
replacement of grants or any other
means.
(aa) "Restricted
Stock" shall mean a grant of Shares
pursuant to
Section 11 of this Plan.
(bb) "Retirement"
shall mean
ceasing to be a
Director pursuant
to
election by the Company's stockholders or by voluntary resignation with the
approval of the Board's chair after having
served continuously on
the Board for
at least six years.
(cc) "SEC" shall mean the Securities and Exchange Commission.
(dd) "Share"
shall mean one share
of Common Stock,
as adjusted in
accordance with Section 5 of this Plan.
(ee) "Subcommittee" shall have the meaning set forth in Section
3(d).
(ff) "Subsidiary" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code, a limited
liability company, partnership or other entity in which the
Company controls
fifty percent (50%) or more of the voting power or equity interests, or an
entity with respect to which the Company possesses the power, directly or
indirectly, to direct or cause the direction
of the management and
policies of
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that entity, whether through the Company's
ownership of voting
securities, by
contract or otherwise.
SECTION 3. Administration of this Plan.
(a) Authority. This
Plan shall be administered by the Committee. The
Committee shall have full and exclusive
power to administer this Plan on behalf
of the Board, subject to such terms and conditions as the Committee may
prescribe. Notwithstanding anything herein to the contrary,
the Committee's
power to administer this Plan, and actions the
Committee takes under this Plan,
shall be limited by the provisions set
forth in the Committee's charter, as such
charter may be amended from time to time, and the further limitation that
certain actions may be subject to review
and approval by either
the full Board
or a panel consisting of all of the
Independent Directors of the Company.
(b) Powers of the Committee. Subject to the other provisions of
this
Plan, the Committee shall have the
authority, in its discretion:
(i) to determine the
Participants, to whom
Awards, if any, will
be granted hereunder;
(ii) to grant Options and Restricted Stock to Participants and
to
determine the terms
and conditions of such Awards, including the
determination of the
Fair Market Value of
the Shares,
the number of
Shares to be
represented by each Award and the vesting schedule, the
exercise price, the timing of such Awards, and to modify or amend each
Award, with the consent of the Participant when required;
(iii) to construe and interpret this Plan and the Awards
granted
hereunder;
(iv) to prescribe,
amend, and rescind rules and regulations
relating to this
Plan, including the form of Award Agreement, and
manner of acceptance of an Award, such as correcting a defect or
supplying any omission, or reconciling any inconsistency so that this
Plan or any Award Agreement complies with applicable law,
regulations
and listing requirements and to avoid unanticipated consequences
deemed
by the Committee to be
inconsistent with the
purposes of this Plan or
any Award Agreement;
(v) to accelerate or defer (with the consent of the Participant)
the exercise or vested date of any Award;
(vi) to authorize any
person to execute on behalf of the Company
any instrument
required to effectuate the grant of an Award previously
granted by the Committee; and
(vii) to make
all other determinations deemed necessary or
advisable for the administration of this Plan;
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provided, that, no consent of a Participant is necessary under
\clauses
(i) or (v) if a modification, amendment, acceleration, or
deferral, in
the reasonable
judgment of the Committee confers a benefit on the
Participant or is made
pursuant to an
adjustment in
accordance with
Section 5.
(c) Effect of Committee's Decision. All decisions, determinations, and
interpretations of the Committee shall be
final and binding on all Participants,
the Company (including its Subsidiaries),
any stockholder and all other persons.
(d) Delegation.
Consistent
with the Committee's charter, as such
charter may be amended from time to time, the Committee may delegate its
authority and duties under this Plan to one or more separate committees
consisting of members of the Committee or
other Directors who
are Independent
Directors (any such committee a "Subcommittee"), and such actions shall be
treated for all purposes as if taken by the
Committee;
provided that the
grant
of Awards shall be made in accordance with parameters established by the
Committee. Any action by any such Subcommittee within the scope of such
delegation shall be deemed for all purposes
to have been taken by the Committee.
SECTION 4.
Shares Subject to this Plan.
(a) Reservation
of Shares.
The shares of Common
Stock reserved under
this Plan shall be 900,000 shares of Common Stock. If an Award expires, is
forfeited or becomes unexercisable for any reason
without having been exercised
in full, the undelivered Shares which were su
