Exhibit 99.1
POGO PRODUCING
COMPANY
1995 Long-Term Incentive Plan of
Pogo Producing Company
Pogo Producing Company 2000
Incentive Plan
2002 Incentive Plan of Pogo
Producing Company
Pogo Producing Company 2004
Incentive Plan
FORM OF RESTRICTED STOCK
AWARD AGREEMENT
This Restricted Stock Award
Agreement (the “Award Agreement”) is entered into by
and between POGO PRODUCING COMPANY (the
“Company”), and
(the “Participant”) as of
(the “Date of Grant”).
W I T N E S S E T H
WHEREAS, the Company has adopted
each of the 1995 Long-Term Incentive Plan of Pogo Producing
company, the Pogo Producing Company 2000 Incentive Plan, the 2002
Incentive Plan of Pogo Producing Company, and the Pogo Producing
Company 2004 Incentive Plan (collectively the “Plan”),
which are incorporated herein and made a part hereof for all
purposes, to strengthen the ability of the Company to attract,
motivate and retain individuals of superior capability, and to
encourage them to have a proprietary interest in the Company;
and
WHEREAS, the committee established
pursuant to the Plan (the “Committee”) believes that
the granting of the restricted stock described herein to the
Participant is consistent with the stated purposes for which the
Plan was adopted.
NOW, THEREFORE, in consideration of
the mutual covenants and conditions hereinafter set forth and for
other good and valuable consideration, the Company and the
Participant agree as follows:
1.
Restricted Stock
. In order to encourage the
Participant’s contribution to the successful performance of
the Company, and in consideration of the covenants and promises of
the Participant herein contained, the Company hereby grants to the
Participant as of the Date of Grant, an Award of
shares of Common Stock, subject to the conditions and restrictions
set forth below and in the Plan (the “Restricted
Stock”).
2.
Escrow of
Certificates.
(a)
The certificates
representing shares of Restricted Stock shall be registered in the
name of the Participant and deposited, together with a stock power
endorsed by the Participant in blank, with the Executive Vice
President and Chief Administrative Officer of the Company (or his
or her designee) during the Restricted Period, as defined in
Paragraph 3(a) hereof. Each such certificate shall bear
a legend as provided by the Company, conspicuously referring to the
terms, conditions and restrictions as permitted under
Section 15 of the Plan. The Participant, by executing
this Award Agreement in the space provided below, hereby
acknowledges that:
(i)
as a material
inducement to the grant of this Award under the Plan, the Executive
Vice President and Chief Administrative Officer of the Company (or
his or her designee) is so appointed as the escrow holder with the
authority to hold said certificates and stock powers in escrow and
to take all such actions and to effectuate all transfers
of
vested Restricted
Stock or releases as are in accordance with the terms of this Award
Agreement and the Plan, and
(ii)
the appointment
is coupled with an interest, and is accordingly
irrevocable.
(b)
The Executive
Vice President and Chief Administrative Officer of the Company, as
the escrow holder, will not be liable to the Participant (or to any
other party) for any actions or omissions unless the escrow holder
is grossly negligent. The escrow holder may rely upon any
letter, notice, or other document executed with any signature
purported to be genuine.
(c)
Upon receipt by
the Executive Vice President and Chief Administrative Officer of
the Company, as the escrow holder, of a written request from the
Participant for a transfer of all or any portion of, the Restricted
Stock that has vested pursuant to paragraph 4 or 5, the Secretary
of the Company shall transfer such vested Restricted Stock to the
Participant; provided that the Participant timely remits, in a form
and manner approved by the Company, an amount equal to the
aggregate par value of the Restricted Stock being
transferred.
3.
Restrictions on Transfer Before
Vesting.
(a)
Absent prior
written consent of the Committee, the shares of Restricted Stock
granted hereunder to the Participant may not be sold, assigned,
transferred, pledged or otherwise encumbered, whether voluntarily
or involuntarily, by operation of law or otherwise, from the Date
of Grant until said shares shall have become vested in the
Participant (and restrictions terminated thereon, in accordance
with the provisions of Paragraph 4, or as otherwise provided in
Paragraph 5. The period of time between the Date of Grant and
the vesting of shares of Restricted Stock (and the termination of
restrictions thereon) shall be referred to herein as the
“Restricted Period” as to those shares of Restricted
Stock.
(b)
Consistent with
the foregoing, except as contemplated by Paragraph 8, no right or
benefit under this Award Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, by operation of law or
otherwise, and any attempt to transfer, anticipate, alienate, sell,
assign, pledge, encumber or charge the same shall
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