RESTRICTED STOCK AGREEMENT
2004 STOCK INCENTIVE PLAN
THIS AGREEMENT, made as of this ____ day of _______________, by and
between Southwestern Energy Company, a Delaware corporation (the
"Company") and _____________ (the "Participant").
WITNESSETH:
WHEREAS, the Participant is now serving as an officer or key
employee of the Company and the Company desires to afford the
Participant the opportunity to acquire, or enlarge, the
Participant's stock ownership in the Company so that the
Participant may have a direct proprietary interest in the Company's
success;
NOW, THEREFORE, in consideration of the covenants and agreement
herein contained, the parties hereto hereby agree as follows:
1.
Grant of Restricted Stock
Pursuant to the provisions of the Southwestern Energy Company 2004
Stock Incentive Plan (the "Plan") the Company hereby grants to the
Participant, subject to the terms and conditions of the Plan and
subject further to the terms and conditions herein set forth, the
right to receive from the Company _____ shares of Restricted
Stock ($.01 par value) of the Company.
2.
Definitions
The meaning of all terms defined in the Plan and used herein shall
be as defined in the Plan.
3.
Term and Restrictions
(a) Issue Date and Vesting Date
The Issue Date of the Restricted Stock granted hereunder shall be
the effective date of this agreement. Except as provided in
Sections 8(c), 8(f) and 8(g) of the Plan, stock certificates
representing the shares of Restricted Stock granted hereunder shall
be issued in accordance with Section 8(d) of the Plan. Such shares
shall vest in their entirety on the third (3rd) anniversary of the
date hereof (the "Vesting Date"). Except as otherwise provided in
Section 3(g) hereof, no such shares shall vest prior to the Vesting
Date. Except as provided in Sections 8(c), 8(f) and
8(g) of the Plan, and provided that all conditions to the vesting
of a share of Restricted Stock imposed pursuant to Section 8(b) of
the Plan are satisfied, upon the occurrence of the Vesting Date
with respect to a share of Restricted Stock, such shares shall vest
and the restrictions of Section 8(c) of the Plan shall cease to
apply to such share.
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(b) Conditions to Vesting
Except for continuation of employment with the Company as provided
in Section 3(f) hereof, there are no conditions to the vesting of
the shares of Restricted Stock granted hereunder.
(c) Restrictions on Transfer Prior to Vesting
Prior to the vesting of a share of Restricted Stock, no transfer of
Participant's rights with respect to such share, whether voluntary
or involuntary, by operation of law or otherwise, shall vest the
transferee with any interest or right in or with respect to such
share, but immediately upon any attempt to transfer such rights,
such share, and all of the rights related thereto, shall be
forfeited by the Participant, and the transfer shall be of no force
or effect.
(d) Issuance of Certificates
(1) Except as provided in Sections 8(c), 8(f) or 8(g) of the
Plan, reasonably promptly after the Issue Date with respect to
shares of Restricted Stock, the Company shall cause to be issued a
stock certificate, registered in the name of the Participant to
whom such shares were granted, evidencing such shares; provided,
that the Company shall not cause to be issued such a stock
certificate unless it has received a stock power duly endorsed in
blank with respect to such shares. Each such stock
certificates shall bear the following legend:
The
transferability of this certificate and the shares of stock
represented hereby are subject to the restrictions, terms and
conditions (including forfeiture provisions and restrictions
against transfer) contained in the Southwestern Energy Company 2004
Stock Incentive Plan and an Agreement entered into between the
registered owner of such shares and Southwestern Energy Company.
A copy of the Plan and Agreement are on file in the principal
executive offices of the Company.
Such
legend shall not be removed from the certificate evidencing such
shares until such shares vest pursuant to the terms hereof.
(2) Each certificate issued pursuant to Section 8(d)(1) of
the Plan, together with the stock powers relating to the shares of
Restricted Stock evidenced by such certificate, shall be deposited
by the Company with a custodian designated by the Company.
The Company shall cause such custodian to issue to the
Participant a receipt evidencing the certificates held by it which
are registered in the name of the Participant.
(e) Consequences Upon Vesting
Upon the vesting of a share of Restricted Stock pursuant to the
terms hereof, the restrictions of Section 8(c) of the Plan shall
cease to apply to such share. Reasonably promptly after a
share of Restricted Stock vests pursuant to the terms hereof, the
Company shall cause to be issued and delivered to the Participant,
a certificate evidencing such share, free of the legend
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set forth in Section 8(d)(1) of the Plan, together with any other
property of the Participant held by the custodian pursuant to
Section 8(d)(2) of the Plan.
(f) Effect of Termination of Employment
In the event that the employment of the Participant with the
Company shall terminate for any reason, other than death,
Disability, or Retirement at Age 65 (as defined below), prior to
the vesting of shares of the Restricted Stock, all shares of
Restricted Stock granted to the Participant hereunder which have
not vested as of the date of such termination shall immediately be
forfeited.
(g)
Effect of Termination resulting from death, Disability, or
Retirement
Notwithstanding anything contrary in the Plan, if a
Participant’s employment or service with the Company has not
been terminated for Cause, in the event of death, Disability (as
defined in the Plan) or Retirement at Age 65 (defined below) of the
Participant, then the Restricted Stock shall become fully and
immediately vested pursuant to the terms of the Plan. For
purposes of this agreement, the term "Retirement at Age 65" shall
mean the termination of employment of a Participant with the
Company for reasons other than Cause on or after the first date on
which the Participant has both attained age 65 and complet
