Exhibit 10.9
PLAINS EXPLORATION &
PRODUCTION COMPANY
2002 STOCK INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
[With Employment
Agreement]
This Restricted Stock Unit Agreement
(the “Agreement”), made as of the
day of
, 200 (the “Grant
Date”), by and between Plains Exploration &
Production Company (the “Company”), and
«Fname» «Middle»«Dot»
«Lname» (the “Grantee”), evidences the
grant by the Company of restricted stock units (“Restricted
Stock Units” or “Award”) to the Grantee on such
date and the Grantee’s acceptance of the Award in accordance
with the provisions of the Plains Exploration & Production
Company 2002 Stock Incentive Plan, as amended or restated from time
to time (the “Plan”). The Company and the Grantee agree
as follows:
1. Basis for Award .
This Award is made in accordance with Section 10 of the Plan.
The Grantee hereby receives as of the date hereof an Award of
Restricted Stock Units pursuant to the terms of this Agreement (the
“Grant”).
2. Stock Awarded
.
(a) Effective
, the Company hereby awards to the Grantee, in the aggregate,
«Shares» Restricted Stock Units.
(b) The Company shall in accordance
with the Plan establish and maintain a Restricted Stock Unit
Account for the Grantee, and such account shall be credited for the
number of Restricted Stock Units granted to the Grantee. The
Restricted Stock Unit Account shall be credited for any securities
or other property (including regular cash dividends) distributed to
the Company in respect of its Shares. Any such property shall be
subject to the same vesting schedule as the Restricted Stock Units
to which they relate.
(c) Until the Restricted Stock Units
awarded to the Grantee shall have vested, the Restricted Stock
Units and any related securities, cash dividends or other property
nominally credited to a Restricted Stock Unit Account shall not be
sold, transferred, or otherwise disposed of and shall not be
pledged or otherwise hypothecated.
3. Vesting . The
Restricted Stock Units covered by this Agreement shall vest
one-third on
,
one-third on
, and one-third on
,
provided that , Grantee is still employed by the Company (or
any Parent or Subsidiary) on such vesting date. The payment of
Restricted Stock Units may be deferred under the terms of a
deferred compensation plan of the Company, if any, in which the
Grantee participates. The Restricted Stock Units shall immediately
vest with respect to 100% of the Restricted Stock Units covered by
this Agreement upon the occurrence of any of the following events:
(a) the Grantee’s death, separation from employment due
to Disability, termination of employment by the Company without
Cause provided that the Grantee’s employment agreement with
the Company provides for a termination of
employment by the Company without Cause (as
defined in such employment agreement), or termination of employment
by the Grantee for Good Reason provided that the Grantee’s
employment agreement with the Company provides for a termination of
employment by the Grantee for Good Reason (as defined in such
employment agreement), or (b) a Change in Control of the
Company. If the Grantee ceases to be employed by the Company (or
any Parent or Sub
