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Exhibit 10.8
PLAINS EXPLORATION &
PRODUCTION COMPANY
2004 STOCK INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
This Restricted Stock Unit Agreement
(the “Agreement”), made as of the
day of
,
, (the “Grant Date”), by and between Plains
Exploration & Production Company (the
“Company”), and
(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
2004 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,
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 vesting 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 Subsidiary) for any other
reason at any time prior to the lapse of restrictions, the unvested
Restricted Stock Units
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