RESTRICTED STOCK AGREEMENT
2004 STOCK INCENTIVE PLAN
THIS AGREEMENT, made as of this _____ day
of _______________, ______, by and between Southwestern Energy
Company, an Arkansas 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 ($.10 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 ratably over a period of
_____ years from the anniversary date of _________ (the "Vesting
Dates"). 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.
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(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 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
completed five (5) years of service with the Company.
(h) Effect of Chan
