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EXHIBIT 10.1
STOCK VOTING AGREEMENT
STOCK VOTING AGREEMENT, dated as of _______________________, 2006
(this
"Agreement"), is by and among the undersigned stockholder (the
"Stockholder"),
Range Resources Corporation, a Delaware corporation ("Parent"), and
Stroud
Energy, Inc., a Delaware corporation (the "Company").
WHEREAS, concurrently herewith, Parent, Range Acquisition Texas,
Inc.,
a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"),
and the Company are entering into an Agreement and Plan of Merger
of even date
herewith (the "Merger Agreement"), pursuant to which Merger Sub
will merge with
and into Company (the "Merger"). Each capitalized term used herein
and not
otherwise defined shall have the meaning set forth in the Merger
Agreement;
WHEREAS, the Stockholder, as of the date hereof, has Beneficial
Ownership, as defined in Section 7 hereof, of the number of shares
of common
stock, $0.001 par value per share, of the Company ("Company Common
Stock") set
forth on Exhibit A hereto (the "Existing Shares", and together with
any shares
of Company Common Stock acquired by the Stockholder after the date
hereof and
prior to the termination of this Agreement whether upon the
exercise of options,
warrants or rights, the conversion or exchange of convertible or
exchangeable
shares, or by means of purchase, dividend, distribution or
otherwise,
hereinafter collectively referred to as the "Shares"). References
in this
Agreement to shares of Company Common Stock shall also be deemed to
refer to the
associated right to purchase Series A Junior Participating
Preferred Stock, par
value $1.00 per share, of the Company in accordance with the
Company Rights
Agreement, as appropriate. Exhibit A hereto lists separately all
options,
warrants or other rights to purchase Company Common Stock held by
the
Stockholder; and
WHEREAS, Parent and Merger Sub are entering into the Merger
Agreement
in reliance on and in consideration of the Stockholder's
representations,
warranties, covenants and agreements hereunder.
NOW, THEREFORE, in consideration of Parent and Merger Sub's
execution
of the Merger Agreement and the mutual covenants and agreements
herein contained
and other good and valuable consideration, and intending to be
legally bound
hereby, it is agreed as follows:
1. VOTE.
1.1 AGREEMENT TO VOTE.
The Stockholder hereby revokes any and all
previous proxies with respect to the Stockholder's Shares and
irrevocably agrees to vote and otherwise act (including
pursuant
to written consent) with respect to all of such Shares: (i) in
favor of the approval of the Merger Agreement (or any amended
version or versions thereof) and the Merger, and all actions
required in furtherance thereof, at any meeting or meetings of
the stockholders of the Company, and at any adjournment,
postponement or continuation thereof, at which the Merger
Agreement (or any amended version or versions thereof) and the
Merger are submitted for the consideration and vote of the
stockholders of the Company; (ii) against any action or
agreement
that would result in a breach in any
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respect of any covenant, representation or warranty or any
other
obligation or agreement of the Company under the Merger
Agreement
or this Agreement; and (iii) except as otherwise agreed to in
writing in advance by Parent, against the following actions
(other than the Merger and the transactions contemplated by the
Merger Agreement): (A) any extraordinary corporate transaction,
such as a merger, consolidation or other business combination
involving the Company or its Subsidiaries; (B) a sale, lease or
transfer of a material amount of assets of the Company or its
Subsidiaries; (C)(1) any change in a majority of the persons
who
constitute the board of directors of the Company, (2) any
change
in the present capitalization of the Company or any amendment
of
the Company's Certificate of Incorporation or Bylaws, (3) any
other material change in the Company's corporate structure or
business, or (4) any other action that is intended or could
reasonably be expected to impede, interfere with, delay,
postpone
or adversely affect in any material respect the Merger and the
other transactions contemplated by the Merger Agreement. The
Stockholder shall not enter into any agreement or understanding
with any person or entity the effect of which would be
inconsistent or violative of the provisions and agreements
contained in this Section 1. The obligations of the Stockholder
under this Section 1 shall remain in effect with respect to the
Shares until, and shall terminate upon, the earlier to occur of
the Effective Time or the termination of the Merger Agreement
in
accordance with its terms. The Stockholder hereby agrees to
execute such additional documents as Parent may reasonably
request to effectuate the foregoing.
1.2 IRREVOCABLE PROXY.
Concurrently with the execution of this
Agreement, the Stockholder agrees to deliver to Parent a proxy
in
the form attached hereto as Exhibit B (the "Proxy"), which
shall
be irrevocable to the fullest extent permissible by applicable
law, with respect to the Shares.
2.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The
Stockholder represents and warrants to Parent as follows:
2.1 OWNERSHIP OF
SHARES. On the date hereof, the Shares are all of
the Shares currently Beneficially Owned by the Stockholder. The
Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Section 1
hereof, sole power of disposition, sole power of conversion and
sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Shares set
forth on Exhibit A hereto, with no limitations, qualifications
or
restrictions on such rights, subject to applicable securities
laws and the terms of this Agreement. The Stockholder currently
has, and at all times during the term hereof will have, good,
valid and marketable title to the Shares, free and clear of all
liens, encumbrances and security interests (other than the
encumbrances created by this Agreement and other than
restrictions on transfer under applicable federal and state
securities laws) and free of other restrictions, options,
rights
to purchase or other claims that would adversely affect the
ability of the Stockholder to perform its obligations hereunder
or pursuant to which the Stockholder could be required to sell,
assign or otherwise transfer the Shares.
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2.2 AUTHORITY; BINDING
AGREEMENT. The Stockholder has the full legal
right, power and authority to enter into and perform all of its
obligations under this Agreement. This Agreement has been duly
executed and delivered by the Stockholder and constitutes a
legal, valid and binding agreement of the Stockholder,
enforceable in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization,
moratorium and other laws of general applicability relating to
or
affecting creditors' rights and to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law). Neither the execution and
delivery of this Agreement nor the consummation by the
Stockholder of the transactions contemplated hereby will (i)
violate, or require any consent, approval or notice under, any
provision of any judgment, order, decree, statute, law, rule or
regulation applicable to the Stockholder or the Shares or (ii)
constitute a violation of, conflict with or constitute a
default
under, any contract, commitment, agreement, understanding,
arrangement or other restriction of any kind to which the
Stockholder is a party or by which the Stockholder is bound, in
each case the effect of which would adversely affect the
ability
of the Stockholder to perform his obligations hereunder.
2.3 RELIANCE ON
AGREEMENT. The Stockholder understands and
acknowledges that Parent is entering into the Merger Agreement
in
reliance upon the Stockholder's execution and delivery of this
Agreement.
3. CERTAIN
COVENANTS OF THE STOCKHOLDER. Except in accordance with
the provisions of this Agreement, the Stockholder agrees with and
covenants to
Parent as follows:
3.1 TRANSFER. Prior to
the termination of this Agreement, except as
otherwise provided herein, the Stockholder shall not, other
than
as a result of the death of the Stockholder: (i) transfer
(which
term shall include, without limitation, for the purposes of
this
Agreement, any sale, gift, pledge, assignment, encumbrance or
other disposition), whether directly or indirectly (including
by
operation of law), or consent to any transfer of, any or all of
the Shares or any interest therein, except pursuant to the
Merger; (ii) grant any proxies, powers-of-attorney or other
authorizations or consents with respect to the Shares, deposit
the Shares into a voting trust or enter into a voting agreement
or similar arrangement with respect to the Shares; or (iii)
enter
into any
contract, option or other agreement or understanding
with respect to any transfer of any or all such Shares or any
interest therein.
3.2 STOP TRANSFER. The
Stockholder hereby agrees with and covenants
to each other party hereto that the Stockholder shall not
request
that the Company register the transfer (book entry or
otherwise)
of any certificate or uncertified interest representing any of
its Shares, unless such transfer is made in compliance with
this
Agreement.
3.3 NOTIFICATIONS. The
Stockholder shall, while this Agreement is in
effect, notify Parent promptly, but in no event later than two
business days, of the number of
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any shares of Company Common Stock acquired by the Stockholder
after the date hereof.
3.4 WAIVER OF CLAIMS.
The Stockholder agrees that it will not bring,
commence, institute, maintain, prosecute, participate in or
voluntarily aid any action, claim, suit or cause of action, in
law or in equity, in any court or before any governmental
entity,
which challenges the validity of or seeks to enjoin the
operation
of any provision of this Agreement; provided, that the
Stockholder may defend against, contest or settle any such
action, claim, suit ot cause of action brought against the
Stockholder that relates to the Stockholder's capacity as a
director or officer of the Company.
3.5 OTHER
TRANSACTIONS. The Stockholder shall not, directly or
indirectly, (i) solicit, initiate, seek, encourage, facilitate
or
induce any inquiry with respect to, or the making, submission
or
announcement of, any Acquisition Proposal or any inquiry, offer
or proposal that may reasonably be expected to lead to an
Acquisition Proposal, (ii) participate in any discussions or
negotiations regarding, or furnish to any person or entity or
grant access to any person or entity to any nonpublic
information
with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes or may
reasonably be expected to lead to, any Acquisition Proposal or
(iii) engage in discussions with any person or entity with
respect to any Acquisition Proposal, except as to the existence
of these provisions; provided,
