EXHIBIT 10.20
VINTAGE PETROLEUM, INC.
AMENDED AND RESTATED DISCRETIONARY
PERFORMANCE BONUS PROGRAM
TABLE OF CONTENTS
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Page
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Article I.
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Establishment and Purpose
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1
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1.1
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Purpose
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1
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Article II.
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Definitions
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1
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2.1
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Definitions
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1
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Article III.
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Eligibility and Participation
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3
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3.1
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Eligibility
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3
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3.2
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Participation
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3
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3.3
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Partial Program Year Participation
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3
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3.4
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Termination of Participation
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3
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Article IV.
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Award Determination
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4
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4.1
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Potential Bonus Awards
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4
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4.2
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Performance Criteria
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4
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4.3
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Award Limitations
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4
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4.4
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Adjustment of Performance Targets
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4
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4.5
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Bonus Award Determinations
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4
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Article V.
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Payment of Bonus Awards
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5
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5.1
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Form and Time of Payment
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5
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5.2
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Postponement of Payment of Bonus
Awards
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5
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Article VI.
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Termination of Employment
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5
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6.1
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Termination of Employment Due to Death,
Disability, Retirement and Reasons Other than Cause
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5
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6.2
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Voluntary Termination or Termination for
Cause
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6
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Article VII.
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Rights of Employees
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6
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7.1
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Employment
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6
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7.2
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Nontransferability
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6
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7.3
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Word Usage
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6
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Article VIII.
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Designation of Beneficiary
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6
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8.1
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Designation of Beneficiary
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6
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8.2
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Ineffective Designation
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6
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Article IX.
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Administration
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6
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9.1
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Administration
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6
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9.2
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Disputes
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6
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9.3
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Liability
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7
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Article X.
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Amendments
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7
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10.1
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Amendments
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7
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Article XI.
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Change of Control
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7
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11.1
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Change of Control
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7
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Article XII.
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Requirements of Law
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7
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12.1
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Governing Law
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7
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12.2
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Withholding Taxes
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7
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-i-
Vintage Petroleum,
Inc.
Amended and Restated
Discretionary
Performance Bonus
Program
Article I. Establishment and
Purpose
1.1 Purpose . The purpose of
this discretionary bonus Program is to provide a meaningful
incentive geared to the achievement of specific corporate targets
and goals.
Article II.
Definitions
2.1 Definitions . The
following terms shall have the meanings set forth below, unless
otherwise expressly provided. When the defined meaning is intended,
the term is capitalized.
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(a)
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“Beneficiary” shall mean any
person(s) or entity designated under Article VIII to receive any
payments in the event of the death of an Employee.
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(b)
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“Board” shall mean the Board of
Directors of the Company.
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(c)
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“Bonus
Award” shall mean the amount determined in Section
4.5.
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(d)
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“Cause” shall mean (i) an
Employee’s gross negligence or willful misconduct in the
performance of the duties and services required of him with respect
to his employment by the Company, (ii) his commission of an act of
fraud upon, or materially evidencing bad faith toward, the Company
or (iii) his final conviction of a felony or of a misdemeanor
involving moral turpitude, as determined by the Committee in its
sole discretion.
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(e)
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“Change of Control”
shall mean and shall be deemed to have occurred if (i) any person
other than the Company or a Related Party, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended), directly or
indirectly, of Voting Securities representing 20 percent or more of
the total voting power of all the then outstanding Voting
Securities; or (ii) a person, other than the Company or a Related
Party, purchases or otherwise acquires, under a tender offer,
Voting Securities representing, when combined with other Voting
Securities owned by such person, 20 percent or more of the total
voting power of all the then outstanding Voting Securities; or
(iii) the individuals (A) who as of the effective date of the
Program constitute the Board, or (B) who thereafter are elected to
the Board and whose election, or nomination for election, to the
Board was approved by a vote of at least two-thirds of the
directors then still in office who either were directors as of the
effective date of the Program or whose election or nomination for
election was previously so approved, cease for any reason to
constitute a majority of the members of the Board; or (iv) the
stockholders of the Company approve a merger,
consolidation,
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recapitalization or reorganization
of the Company or an acquisition of securities or assets by the
Company, or consummation of any such transaction if stockholder
approval is not obtained (other than any such transaction which
would result in the Voting Securities outstanding immediately prior
thereto continuing to represent either by remaining outstanding or
by being converted into voting securities of the surviving entity,
at least 80 percent of the total voting power represented by the
voting securities of such surviving entity outstanding immediately
after such transaction and in or as a result of which the voting
rights of each Voting Security relative to the voting rights of all
other Voting Securities are not altered); or (v) 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 other
than any such transaction which would result in a Related Party
owning or acquiring more than 50 percent of the assets owned by the
Company immediately prior to the transaction; or (vi) the Board
adopts a resolution to the effect that a Change of Control has
occurred and the transaction giving rise to such resolution has
been thereafter approved by the stockholders of the Company or been
consummated if such approval is not sought.
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(f)
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“Committee” shall mean the
Compensation Committee of the Board or another Committee appointed
by the Board to serve as the Committee under the
Program.
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(g)
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“Company” shall mean Vintage
Petroleum, Inc., a Delaware corporation.
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(h)
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“Employee” shall mean a regular,
active, full-time, U.S. common law employee (including a U.S.
expatriate employee located outside the United States) of the
Company, but excluding a person who has a written employment
contract or other contract for services, unless such contract
expressly provides that such person is an employee; a person who is
paid through the payroll of a temporary agency or similar
organization; or a person who has a written contract with the
Company which states either that such person is not an employee or
that such person is not entitled to receive employee benefits from
the Company for services under such contract.
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(i)
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“Operating Cash Flow” shall mean
“cash provided by operating activities,” determined in
accordance with generally accepted accounting principles, excluding
(i) changes in receivables, payables, and other items of working
capital, and (ii) current income taxes related to sales of
assets.
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(j)
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“Potential Bonus Award” shall mean
the bonus award an Employee may potentially earn as described in
Section 4.1.
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2
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(k)
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“Program” shall mean the program as
described and set forth in this document, as the same may be
amended from time to time.
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(l)
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“Program
Year” shall mean a twelve (12)-consecutive month period
commencing on each January 1.
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(m)
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“Qualified Wages” shall mean the
regular base salary or wages, including overtime pay, if any,
exclusive of bonuses (including bonuses granted under this Program
for any Program Year), expatriate adjustments, special awards,
fringe benefits and all other extraordinary
compensation.
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(n)
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“Related
Party” shall mean (i) a subsidiary of the Company; or (ii) an
employee or group of employees of the Company or any subsidiary of
the Company; or (iii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
subsidiary of the Company; or (iv) a corporation owned directly or
indirectly by the stockholders of the Company in substantially the
same proportion as their ownership of Voting Securities.
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(o)
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“Retirement” shall mean termination
of employment on or after age 65.
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(p)
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“Voting
Security(ies)” shall mean any securities of the Company which
carry the right to vote generally in the election of
directors.
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Article III. Eligibility and
Participation
3.1 Eligibility . Except as
otherwise provided in Section 3.3, eligibility for participation in
the Program during a Program Year will be limited to those
Employees who are employed on July 1 of such Program
Year.
3.2 Participation . All
Employees who are eligible to participate in the Program, as
provided in Sections 3.1 or 3.3, will participate in the Program
during the respective Program Year.
3.3 Partia
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