HESS
CORPORATION
2008 LONG-TERM INCENTIVE PLAN
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FIRST NAME
— LAST NAME
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DATE
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Number of
Shares of Common Stock Subject to such Option:
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# OF OPTION
SHARES
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Per Share
Exercise Price of Option:
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$XX.XX
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THIS
STOCK OPTION AGREEMENT (this “Agreement”), dated as of
the Grant Date specified above, is entered into by and between Hess
Corporation, a Delaware corporation (the
“Corporation”), and the Optionee specified above,
pursuant to the Hess Corporation 2008 Long-Term Incentive Plan, as
in effect and as amended from time to time (the
“Plan”); and
WHEREAS,
it has been determined under the Plan that it would be in the best
interests of the Corporation to grant the stock option provided for
herein to the Optionee as an inducement to remain in the employment
of the Corporation (and/or any Subsidiary), and as an incentive for
increased effort during such employment;
NOW,
THEREFORE, in consideration of the mutual covenants and premises
hereinafter set forth and for other good and valuable
consideration, the parties hereto hereby mutually covenant and
agree as follows:
1. Incorporation By Reference; Document Receipt
. This Agreement is subject in all respects to the terms and
provisions of the Plan (including, without limitation, any
amendments thereto adopted at any time and from time to time unless
such amendments are expressly not intended to apply to the grant of
the option hereunder), all of which terms and provisions are made a
part of and incorporated in this Agreement as if each were
expressly set forth mutatis mutandis herein. Any capitalized
term not defined in this Agreement will have the same meaning as is
ascribed thereto under the Plan. The Optionee hereby acknowledges
receipt of a prospectus describing the Plan and the Awards
thereunder and that the Optionee has read it carefully and fully
understands its content. In the event of any conflict between the
terms of this Agreement and the terms of the Plan, the terms of the
Plan will control.
2. Grant of Options . As of the Grant Date
specified above, the Corporation hereby grants to the Optionee
non-qualified stock options (each, an “Option” and
collectively, the “Options”) to acquire from the
Corporation at the Per Share Exercise Price specified above
for
such Option the aggregate
number of shares of the Common Stock of the Corporation specified
above for such Option (the “Option Shares”). The
Options are not to be treated as (and are not intended to qualify
as) incentive stock options within the meaning of Section 422
of Code.
3. No Rights as Stockholder or to Cash Payments
Equivalent to Dividends . Prior to the acquisition of the
Option Shares upon the exercise of any Option, neither the Optionee
nor any other person will become the beneficial owner of the Option
Shares underlying the Option, nor have any rights as a stockholder
with respect to any such Option Shares and will not be entitled to
receive a cash payment or other distribution with respect to such
Option Shares.
4. Exercise of this Option .
4.1 Unless the exercisability of any Option is accelerated
under the terms of the Plan or this Agreement, all Options not
theretofore terminated will become exercisable as follows: (i)
one-third of the Option Shares (rounded to the nearest whole number
of shares) will become exercisable on the first anniversary of the
Grant Date (ii) one-third of the Option Shares (rounded to the
nearest whole number of shares) will become exercisable on the
second anniversary of the Grant Date and (iii) the remainder
of the Option Shares will become exercisable on the third
anniversary of the Grant Date.
4.2 Unless earlier terminated in accordance with the terms
of the Plan or this Agreement, all Options will expire and no
longer be exercisable upon the tenth anniversary of the Grant Date
(the “Expiration Date”).
4.3 In no event will any Option be exercisable for a
fractional share of Common Stock.
4.4 If the Optionee remains employed by the Corporation or
any of its Subsidiaries through the Expiration Date, the Options
may be exercised to the extent exercisable until the close of
trading (generally 4:00 p.m. New York time) on the last trading day
falling within the exercise period on the New York Stock Exchange
or, if different, the principal stock exchange on which the Common
Stock is then listed. Thus if the Expiration Date is not a trading
day, then the last day the Stock Options may be exercised is the
last trading day preceding the Expiration Date.
5. Method of Exercise and Payment . Once
exercisable, an Option may be exercised in whole or in part by the
Optionee by delivering to the Secretary of the Corporation or his
designated agent (who, for so long as the Corporation maintains a
“cashless exercise” program and the Optionee exercises
and sells Option Shares through such program, shall be the
administrator of such program) on any business day (the
“Exercise Date”) a notice, in such manner and form as
may be required by the Corporation, specifying the number of the
Option Shares the Optionee then desires to acquire (the
“Exercise Notice”). The Exercise Notice will be
accompanied by payment of the aggregate Per Share Exercise Price
applicable to such Option for such number of the Option Shares to
be acquired upon such exercise. Such payment will be made in cash,
by personal or certified check, bank draft or money order payable
to the order of the Corporation or, if permitted by the Committee
(in its sole discretion) and applicable law, rule or regulation, by
delivery of, alone or in conjunction with a partial cash or
instrument payment, (a) Shares already owned by the
Participant for at least six months, or (b) some other form of
payment acceptable to the Committee. To the extend permitted by
law, the Committee may also allow the Optionee to simultaneously
exercise an Option and sell the Shares thereby acquired pursuant to
a “cashless exercise” arrangement or program,
selected
by and approved of in all
respects in advance by the Committee. Payment instruments will be
received by the Corporation subject to collection. The proceeds
received by the Corporation upon the exercise of any Option may be
used by the Corporation for general corporate purposes. Any portion
of an Option that is exercised may not be exercised again. Upon
exercise in accordance with the terms of the Plan and this
Agreement, the Option Shares underlying the exercised portion of
the Option will be promptly delivered to the Optionee, except that
for so long as the Corporation maintains a “cashless
exercise” program and the Optionee exercises and sells Option
Shares through such program, delivery of the proceeds of such sale
shall be made to a brokerage account maintained in the name of the
Optionee with the administrator of such program.
6. Termination and Forfeiture .
6.1 Unless otherwise determined by the Committee, all
Options will terminate in accordance with Sections 6.2, 6.3
and 6.4 below, as the case may be. In any event, all Options will
terminate upon the tenth anniversary of the Grant Date.
6.2 Subject to any determination of the Committee pursuant
to Section 6.01 of the Plan, if an Optionee’s employment
with the Corporation or any Subsidiary terminates for any reason
(other than by reason of the Optionee’s death, disability or
normal or early retirement under the Corporation’s
Employees’ Pension Plan or any successor plan thereto or any
similar plan maintained by a Subsidiary in which the Optionee
participates) all Options, to the extent not exercisable on the
date of any such termination of employment, will be forfeited and
cancelled by the Corporation. The Optionee’s rights, if any,
to exercise any exercisable portion of any Option will terminate
sixty days after the date of any termination of employment (other
than by reason of the Optionee’s death, disability, or normal
or early retirement under the Corporation’s Employees’
Pension Plan or any successor plan thereto or any similar plan
maintained by a Subsidiary in which the Optionee participates), but
not beyond the tenth anniversary of the Grant Date, and thereafter
all Options will be forfeited and cancelled by the
Corporation.
6.3 If an Optionee’s employment with the Corporation
or any Subsidiary terminates by reason of the Optionee’s
death, disability, or normal retirement under the
Corporation’s Employees’ Pension Plan or any successor
plan thereto or any similar plan maintained by a Subsidiary in
which the Optionee participates, the Optionee (or, in the event of
the Optionee’s death, the Optionee’s estate, designated
beneficiary or other legal representative, as the case may be and
as determined by the Committee) shall have the right to exercise
all Options at any time until the tenth anniversary of the Grant
Date. The existence and date of the Optionee’s disability
shall be determined by the Committee and any such determination
shall be conclusive.
6.4 (a) Notwithstanding anything to the contrary in
Section 6.2 above, if the Optionee’s employment with the
Corporation or any Subsidiary terminates by reason of the
Optionee’s early retirement under the Corporation’s
Employees’ Pension Plan or any successor plan thereto or any
similar plan maintained by a Subsidiary in which the Optionee
participates, all Options to the extent exercisable on the date of
such early retirement shall remain exercisable until the tenth
anniversary of the Grant Date.
(b) Notwithstanding
anything to the contrary in Section 6.2 above, if the
Optionee’s employment with the Corporation or any Subsidiary
terminates by reason of the Optionee’s early retirement under
the Corporation’s Employees’ Pension Plan or any
successor plan thereto or any similar plan maintained by a
Subsidiary in which the Optionee participates, the Committee, in
its sole discretion, may (but is not obligated to) determine that
(i) each Option
to the extent not
exercisable at the time of any such early retirement will become
exercisable as to a proportionate number of underlying Option
Shares based on the number of calendar days elapsed (as of the date
of such early retirement) in the vesting period of such Option (or
portion thereof), and (ii) each such Option shall remain
exercisable until the tenth anniversary of the Grant Date. Except
for Options which have become exercisable as described in the prior
sentence, any Option to the extent not exercisable at the time of
the Optionee’s termination of employment by reason of early
retirement will be forfeited and cancelled by the
Corporation.
6.5 For the purposes of determining the dates on which
Options may be exercised following a termination of employment or
death, disability, retirement or early retirement, the Stock
Options may be exercised until the close of trading (generally 4:00
p.m. New York time) on the last trading day falling within the
exercise period on the New York Stock Exchange or, if different,
the principal stock exchange on which the Common Stock is then
listed. Thus if the Option would otherwise terminate on a day that
is not a trading day, then the last day the Options may be
exercised is the last trading day preceding such termination
date.
7. Change of Control . The Options are subject
to acceleration of exercisability and “cash-out” at the
discretion of the Committee upon the occurrence of a Change of
Control, all as provided in and subject to Section 9 of the
Plan.
8. Non-transferability . The Options, and any
rights or interests therein or under this Agreement, may not be
sold, exchanged, transferred, assigned or otherwise disposed of in
any way at any time by the Optionee (or any beneficiary(ies) of the
Optionee), except to an Immediate Family Member or to a trust,
partnership or limited liability corporation all of whose
beneficiaries, partners or members, as the case may be, are
Immediate Family Members, or by testamentary disposition by the
Optionee or the laws of descent and distribution or pursuant to
Section 16 of this Agreement; provided , however
, that to transfer an Option to an Immediate Family Member or to an
entity described above, such Immediate Family Member or entity must
agree, in a form acceptable to Committee, to be bound by the terms
of the Plan and this Agreement. The Options may not be pledged,
encumbered or otherwise hypothecated in any way at any time by the
Optionee (or any beneficiary(ies) of the Optionee) and will not be
subject to execution, attachment or similar legal process. Any
attempt to sell, exchange, pledge, transfer, assign, encumber or
otherwise dispose of or hypothecate this Option, or the levy of any
execution, attachment or similar legal process upon this Option,
contrary to the terms of this Agreement and/or the Plan will be
null and void and without legal force or effect. During the
Optionee’s lifetime, the Options may be exercisable only by
the Optionee or the Optionee’s legal representative, or if
transferred to an Immediate Family Member or an entity comprising
Immediate Family Members as described above, by such Immediate
Family Member or entity.
9. Entire Agreement; Amendment . This Agreement
(including the Plan incorporated herein by reference) contains the
entire agreement between the parties hereto with respect to the
subject matter contained herein, and supersedes all prior
agreements or prior understandings, whether written or oral,
between the parties relating to such subject matter. The Board has
the right, in its sole discretion, to amend, alter, suspend,
discontinue or terminate the Plan, and the Committee has the right,
in its sole discretion, to amend, alter, suspend, discontinue or
terminate any or all of the Options or this Agreement from time to
time in accordance with and as provided in the Plan;
provided , however , that no such amendment,
alteration, suspension, discontinuance or termination after initial
shareholder approval of the Plan may materially impair the
previously accrued rights of the Optionee under this Option without
the consent of the Optionee. The Corporation will give written
notice to the Optionee of any such modification or amendment of
this Agreement as soon as practicable after the
adoption thereof. This
Agreement may also be modified, amended or terminated by a writing
signed by both the Corporation and the Optionee.
10. Notices . Any notice (other than an
Exercise Notice) which may be required or permitted under this
Agreement will be in writing, and will be delivered in person or
via facsimile transmission, overnight courier service or certified
mail, return receipt requested, postage prepaid, properly addressed
as follows:
10.1 If the notice is to the Corporation, to the attention
of the Secretary of Hess Corporation, 1185 Avenue of the Americas,
New York, New York 10036, or at such other address as the
Corporation by notice to the Optionee designates in writing from
time to time.
10.2 If the notice is to the Optionee, at his or her address
as shown on the Corporation’s records, or at such other
address as the Optionee, by notice to the Corporation, designates
in writing from time to time.
11. Limitations; Governing Law . Nothing herein
or in the Plan will be construed as conferring on the Optionee or
anyone else the right to continue in the employ of the Corporation
or any Subsidiary. This Agreement will be governed by and construed
in accordance with the laws of the State of Delaware, without
reference to the principles of conflict of laws thereof.
12. Compliance with Laws . The issuance of this
Option (and the Option Shares upon exercise of this Option)
pursuant to this Agreement will b
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