EXHIBIT 10.23
SECOND FORM OF NONQUALIFIED STOCK
OPTION
AGREEMENT FOR EMPLOYEES WITH
EMPLOYMENT AGREEMENTS
UNDER THE XTO ENERGY INC. 2004
STOCK INCENTIVE PLAN,
AS AMENDED AND RESTATED AS OF
MAY 20, 2008
THIS AGREEMENT is entered into this
day of
,
200 , between XTO Energy Inc., a Delaware corporation
(the “Company”), and
(“Grantee”), pursuant to the provisions of the XTO
Energy Inc. 2004 Stock Incentive Plan, as Amended and Restated as
of May 20, 2008 (the “Plan”). The Compensation
Committee (the “Committee”) of the Board of Directors
of the Company has determined that Grantee is eligible to be a
participant in the Plan and, to carry out its purposes, has this
day authorized the grant, pursuant to the Plan, of the nonqualified
stock option set forth below to Grantee.
NOW, THEREFORE, in consideration of
the mutual covenants herein contained, the parties do hereby agree
as follows:
1. Grant of Nonqualified Stock
Option . Subject to all of the terms, conditions and provisions
of the Plan and of this Agreement, the Company hereby grants to
Grantee under Section 7 of the Plan a nonqualified stock
option pursuant to which Grantee will have the right and option
under the Plan to purchase from the Company all or any part of an
aggregate of
shares of the common stock of the Company, par value one cent
($0.01) per share (the “Common Stock”), which shares
will consist of authorized but unissued shares or issued shares
reacquired by
the Company. This option is not intended to be
an Incentive Stock Option, as defined in the Plan.
2. Exercise Price . The
exercise price payable by Grantee to the Company in exercise of
this option will be
$
per share, being the fair market value of the Common Stock on this
date (the “Grant Date”) as determined pursuant to
Section 2(n) of the Plan. Upon exercise of this option,
Grantee must pay to the Company the exercise price for the shares
of Common Stock issuable pursuant to the exercise with cash, by
personal check or by payment through a Company approved
broker-assisted cashless exercise arrangement. Except as otherwise
prohibited by the Committee, Grantee may also pay to the Company
all or a portion of the exercise price and any federal, state, or
local tax withholding owed as a result of the option exercise with
shares of Common Stock owned by Grantee on the date of exercise or,
in the case of tax withholding, with shares of Common Stock
acquired pursuant to the exercise (the Common Stock being valued at
fair market value on the date of exercise). The right to pay the
exercise price with Common Stock is subject to Grantee providing
satisfactory evidence, in the opinion of the Company, that Grantee
directly owns or owns through a brokerage account on the date of
exercise shares of Common Stock sufficient to pay the exercise
price, and that the Grantee has owned any such shares acquired
through the Plan for six months or more.
3. Exercise Period
.
2
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(a)
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Subject to acceleration pursuant
to the terms of the Plan, one-third of the shares subject to the
option will become exercisable when the Common Stock closes on the
New York Stock Exchange at or above the following level(s):
$
per share, and the remainin
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