<PAGE>
As filed with the Securities And Exchange Commission on December 19, 1996
Registration No. ____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BARRETT RESOURCES CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-0832476
- ------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1515 Arapahoe Street, Tower 3, Suite 1000 Denver, Colorado 80202
- --------------------------------------------------------------------------------
(Addresss of Principal Executive Offices) (Zip Code)
BARRETT RESOURCES CORPORATION
1990 STOCK OPTION PLAN, 1994 STOCK OPTION PLAN
AND
NON-DISCRETIONARY STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full titles of the plans)
Eugene A. Lang, Jr., Esq., Senior Vice President and General Counsel
Barrett Resources Corporation
1515 Arapahoe Street, Tower 3, Suite 1000
Denver, Colorado 80202
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(303) 572-3900
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Alan L. Talesnick, Esq.
Francis B. Barron, Esq.
Bearman Talesnick & Clowdus
Professional Corporation
1200 Seventeenth Street, Suite 2600
Denver, Colorado 80202
(303) 572-6500
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title Of Securities Amount To Be Proposed Proposed Amount Of
To Be Registered Registered Maximum Maximum Registration
Offering Price Aggregate Fee (1)
Per Unit (1) Offering Price
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,975,000 shares (2) $37.625 $38,639,750 (3) $7,496 (3)
$.01 par value
=====================================================================================
</TABLE>
(1) The Proposed Maximum Offering Price Per Unit shown was calculated pursuant
to Rule 457(h) based upon the average of the high and low reported sales
prices of the Company's common stock on the New York Stock Exchange on
December 16, 1996, which is within five business days of the date of filing
(December 16, 1996) of this Registration Statement. This amount is used
for shares for which the exercise price is unknown because options
representing those shares have not yet been granted. The exercise prices
for shares underlying options that previously have been granted range from
$3.875 to $42 per share.
(2) Consists of 775,000 shares issuable pursuant to the Company's 1990 Stock
Option Plan, 1,000,000 shares issuable pursuant to the Company's 1994 Stock
Option Plan, and 200,000 shares issuable pursuant to the Company's Non-
Discretionary Stock Option Plan.
(3) In accordance with General Instruction E to Form S-8, the Registration Fee
is calculated only with respect to the additional securities (600,000
additional shares pursuant to the 1994 Stock Option Plan and 100,000 shares
pursuant to the Non-Discretionary Stock Option Plan for a maximum offering
price of $21,738,425) included in this Registration Statement on Form S-8.
_________________________
-2-
<PAGE>
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
This Registration Statement on Form S-8 of Barrett Resources Corporation
(the "Company") incorporates by reference the contents of the Company's
Registration Statement on Form S-8 (Securities And Exchange Commission File No.
33-90450) as filed with the Securities And Exchange Commission on March 17,
1995.
THE STOCK OPTION PLANS
This Registration Statement relates to 775,000 shares of common stock, $.01
par value (the "Common Stock"), of Barrett Resources Corporation (the "Company")
issuable upon the exercise of stock options that have been granted to key
employees of the Company and its subsidiaries and others pursuant to the
Company's 1990 Stock Option Plan (the "1990 Plan"), which was approved by the
Company's stockholders at the June 21, 1990 Annual Meeting Of Stockholders, and
which was amended by the Company's stockholders at the March 17, 1994 Annual
Meeting Of Stockholders to increase the number of shares issuable upon the
exercise of stock options under the 1990 Plan from 600,000 to 775,000.
This Registration Statement also relates to 1,000,000 shares of Common
Stock issuable upon the exercise of stock options that have been granted or may
be granted to key employees of the Company and its subsidiaries and others
pursuant to the Company's 1994 Stock Option Plan (the "1994 Plan"). The 1994
Plan was approved by the Company's Board Of Directors effective as of April 1,
1994, and amended by the Board Of Directors on December 15, 1994 to increase the
number of shares issuable upon the exercise of stock options under the 1994 Plan
from 200,000 to 400,000. The 1994 Plan was approved by the Company's
stockholders at the Annual Meeting Of Stockholders held on March 16, 1995. The
1994 Plan was amended by the Company's stockholders at the Annual Meeting Of
Stockholders held on June 5, 1996 to increase the number of shares issuable upon
the exercise of stock options under the 1994 Plan from 400,000 to 1,000,000.
This Registration Statement also relates to 200,000 shares of the Company's
Common Stock issuable upon the exercise of stock options that have been granted
or may be granted to non-employee directors of the Company pursuant to the
Company's Non-Discretionary Stock Option Plan (the "Non-Discretionary Plan"),
which was approved by the Company's stockholders at the April 4, 1991 Annual
Meeting Of Stockholders, and which was amended by the Company's stockholders at
the Annual Meeting Of Stockholders held on June 5, 1996 to increase from 100,000
to 200,000 the number of shares that may be issued pursuant to options granted
under the Non-Discretionary Plan.
This Registration Statement also relates to the resale of 287,780 shares of
Common Stock that have been or may be acquired by certain persons upon the
exercise of options granted pursuant to the 1990 Plan, 510,100 shares of Common
Stock that have been or may be acquired by certain persons upon the exercise of
options granted pursuant to the 1994 Plan, and 100,000 shares of Common Stock
that may be acquired by non-employee directors upon the exercise of options
granted pursuant to the Non-Discretionary Plan. The portion of this
Registration Statement which relates to the resale of the aggregate of 897,880
shares of Common Stock is found at pages 12 through 15 of this Registration
Statement.
-3-
<PAGE>
PROSPECTUS
897,880 Shares
BARRETT RESOURCES CORPORATION
Common Stock
-------------------------------
The 897,880 shares of $.01 par value Common Stock (the "Common Stock") of
Barrett Resources Corporation (the "Company") offered hereby consist of shares
which have been or may be acquired by certain persons upon exercise of options
granted to them by the Company as stated under "Prospective Selling
Stockholders". None of the proceeds from any resale of these shares will be
received by the Company. The Company will receive proceeds only from the
exercise of the outstanding options described below under "Prospective Selling
Stockholders" and "Plan Of Distribution".
The Common Stock of the Company is traded on the New York Stock Exchange
("NYSE") under the symbol "BRR". On December 16, 1996, the last reported sale
price for the Company's Common Stock on the NYSE was $37 per share.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------------
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS".
-------------------------------
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
-------------------------------
The date of this Prospectus is December 19, 1996
-4-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities And Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the following regional offices at 7 World Trade Center, Suite
1300, New York, New York 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended, with respect to the shares of Common
Stock covered by this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement and exhibits thereto.
Copies of the Registration Statement and exhibits are on file with the
Commission and may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge at the offices of the Commission.
Company's common stock is listed on the New York Stock Exchange (the
"NYSE") and reports and proxy and information statements concerning the Company
may be inspected at the offices of the NYSE at 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-13446) are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the period ended December
31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
October 27, 1994; and
4. The Company's Notice and Proxy Statement dated April 11, 1996
concerning the Company's Annual Meeting of Stockholders held on June 5, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c) and 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares covered
hereby shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any and all of the documents incorporated herein by reference,
other than exhibits to such documents. Requests for such copies should
-5-
<PAGE>
be directed to the Corporate Secretary, Barrett Resources Corporation, 1515
Arapahoe Street, Tower 3, Suite 1000, Denver, Colorado 80202, telephone (303)
572-3900.
-6-
<PAGE>
----------------------------------------------
TABLE OF CONTENTS
----------------------------------------------
AVAILABLE INFORMATION............................. 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE... 5
THE COMPANY....................................... 8
RISK FACTORS...................................... 10
PROSPECTIVE SELLING STOCKHOLDERS.................. 12
PLAN OF DISTRIBUTION.............................. 15
LEGAL MATTERS..................................... 16
EXPERTS........................................... 16
INDEMNIFICATION................................... 16
-7-
<PAGE>
THE COMPANY
Barrett Resources Corporation (the "Company") was organized as a Colorado
corporation in 1980 under the name AIMEXCO, Inc. In December 1983, the Company
acquired Barrett Energy Company ("Barrett Energy"), which owned oil and gas
leases in the Wattenberg Field and other areas. The acquisition resulted in the
former shareholders of Barrett Energy owning 71.5 percent of the Company's
shares. In 1984, the Company changed its name to Barrett Resources Corporation,
and in 1987 the Company changed its state of incorporation from Colorado to
Delaware. In July 1995, Plains Petroleum Company ("Plains") became a wholly-
owned subsidiary of the Company by merging with a subsidiary of the Company.
The executive offices of the Company are located at 1515 Arapahoe Street, Tower
3, Suite 1000, Denver, Colorado 80202, and its telephone number at that address
is (303) 572-3900.
The Company is an independent natural gas and crude oil exploration and
production company with core areas of activity in the Rocky Mountain region of
Colorado and Wyoming; the Mid-Continent region of Kansas and Oklahoma; the
Permian Basin of Texas and New Mexico; the Gulf Coast area of Louisiana and
Texas; and the shallow waters of the Gulf of Mexico. During 1995, the Company's
total production was 57.9 Bcfe, which consisted of 82% natural gas and 18% crude
oil. At December 31, 1995, the Company's estimated proved reserves were 591.3
Bcfe with an implied reserve life of 10.2 years based on 1995 production.
The Company concentrates its activities in core areas in which it has
accumulated detailed geologic knowledge and developed significant management
experience. The Company has developed and continues to build on its interests
in the Piceance Basin in northwestern Colorado, the Anadarko and Arkoma Basins
in Oklahoma, and the Wind River Basin in Wyoming. As a result of the July 1995
merger with Plains, the Company acquired significant interests in the Hugoton
Embayment in Kansas and Oklahoma, the Permian Basin in Texas and New Mexico, and
the Powder River Basin in Wyoming. Recently, the Company expanded into the
Louisiana and Texas Gulf Coast and in the shallow waters of the Gulf of Mexico.
At December 31, 1995, these principal areas of focus represented an aggregate of
approximately 93% of the Company's estimated proved reserves.
In addition to these development drilling programs, the Company is engaged
in several exploration projects in the Wind River and Anadarko Basins and the
Gulf Coast/Gulf of Mexico area. Barrett believes these projects will enhance
its reserve base and financial position, although there can be no assurance this
will occur. The Company also is evaluating opportunities to develop expertise
and undertake exploration in selected international projects.
As of December 31, 1995, the Company owned interests in 2,057 producing
wells and operated 1,061, or 52%, of these wells. These operated wells
contributed approximately 90% of the Company's 1995 gas and oil production. The
Company also owns interests in and operates a gas gathering system, a 27-mile
pipeline and a gas processing plant in the Piceance Basin.
The Company markets all of its own gas and oil production from wells that
it operates. In addition, the Company engages in natural gas trading
activities, which involve purchasing gas from third parties and selling gas to
other parties at prices and volumes that management anticipates will result in
profits to the Company. Through these trading activities, the Company obtains
knowledge and information that enables it to more effectively market its own
production.
-8-
<PAGE>
At the June 1990 and April 1991 Annual Meetings Of Stockholders of the
Company, the Stockholders approved the 1990 Plan, as amended, and the Non-
Discretionary Plan, respectively. At the June 1993 Annual Meeting Of
Stockholders, the stockholders approved an increase in the number of shares
subject to the 1990 Plan. At the March 1994 Annual Meeting Of Stockholders, the
stockholders approved another increase in the number of shares subject to the
1990 Plan. At the March 1995 Annual Meeting Of Stockholders, the stockholders
approved the 1994 Plan. At the June 1996 Annual Meeting Of Stockholders, the
stockholders approved an increase in the number of shares subject to each of the
Non-Discretionary Plan and the 1994 Plan. Pursuant to the terms of the 1990
Plan, as amended, the Company is authorized to grant options to purchase an
aggregate of 775,000 shares of Common Stock to key employees and others and,
pursuant to the terms of the 1994 Plan, as amended, the Company is authorized to
grant options to purchase an aggregate of 1,000,000 shares of Common Stock to
key employees and others. Pursuant to the terms of the Non-Discretionary Plan,
as amended, the Company is authorized to grant options to purchase up to an
aggregate of 200,000 shares of Common Stock to non-employee directors. This Re-
Offer Prospectus relates to the resale of shares which have been or may be
acquired by certain persons upon exercise of options that were granted under one
or more of these plans.
-9-
<PAGE>
RISK FACTORS
Prospective Investors should carefully consider, together with the other
information herein, the following factors that affect the Company.
Gas And Oil Prices; Marketability Of Production
- -----------------------------------------------
The Company's revenues, profitability and future rate of growth are
substantially dependent upon prevailing prices for natural gas and oil. Gas and
oil prices can be extremely volatile and in recent years have been depressed by
excess total domestic and imported supplies. There can be no assurance that
current price levels can be sustained. Prices are also affected by actions of
state and local agencies, the United States and foreign governments, and
international cartels. These external factors and the volatile nature of the
energy markets make it difficult to estimate future prices of natural gas and
oil. Any substantial or extended decline in the price of natural gas would have
a material adverse effect on the Company's financial condition and results of
operations, including reduced cash flow and borrowing capacity. All of these
factors are beyond the control of the Company. In the past, when natural gas
prices were deemed by the Company to be too low, the Company shut in production
from certain wells, which restricted the Company's cash flow. Sales of natural
gas and oil are seasonal in nature, leading to substantial differences in cash
flow at various times throughout the year. The marketability of the Company's
production depends in part upon the availability, proximity and capacity of gas
gathering systems, pipelines and processing facilities. Federal and state
regulation of gas and oil production and transportation, general economic
conditions, changes in supply and changes in demand all could adversely affect
the Company's ability to produce and market its natural gas and oil. If market
factors were to change dramatically, the financial impact on the Company could
be substantial. The availability of markets and the volatility of product
prices are beyond the control of the Company and thus represent a significant
risk.
The Company reports its operations using the full cost method of accounting
for gas and oil properties. Under full cost accounting rules, the net
capitalized costs of gas and oil properties may not exceed a "ceiling" limit of
the present value of estimated future net revenues from proved reserves,
discounted at 10 percent, plus the lower of cost or fair market value of
unproved properties. This rule requires calculating future revenues at
unescalated prices in effect as of the end of each fiscal quarter and requires a
write-down if the net capitalized costs of the gas and oil properties exceed the
ceiling limit, even if price declines are temporary. The risk that the Company
will be required to write down the carrying value of its gas and oil properties
increases when gas and oil prices are depressed or unusually volatile. A
ceiling limitation write-down is a one-time charge to earnings which does not
impact cash flow from operating activities.
The Company's revenues also depend on its level of success in acquiring or
finding additional reserves. Except to the extent that the Company acquires
properties containing proved reserves or conducts successful exploration and
development activities, or both, the proved reserves of the Company will decline
as reserves are produced. There can be no assurance that the Company's planned
exploration and development projects will result in significant additional
reserves or that the Company will have future success in drilling productive
wells at low reserve replacement costs.
-10-
<PAGE>
General Risks Of Gas And Oil Operations
- ---------------------------------------
The Company competes in the areas of gas and oil exploration, production,
development and transportation with other companies, many of which may have
substantially larger financial and other resources. The nature of the gas and
oil business also involves a variety of risks, including the risks of operating
hazards such as fires, explosions, cratering, blow-outs, encountering formations
with abnormal pressures, and, in horizontal wellbores, the increased risk of
mechanical failure and collapsed holes, the occurrence of any of which could
result in losses to the Company. The operation of the Company's gas processing
plant and its gas gathering systems involves certain risks, including explosions
and environmental hazards caused by pipeline leaks and ruptures. The Company
maintains insurance against some, but not all, of these risks in amounts that
management believes to be reasonable in accordance with customary industry
practices. The occurrence of a significant event, however, that is not fully
insured could have a material adverse effect on the Company's financial
position.
Certain Risks Related To Natural Gas Trading
- --------------------------------------------
Gas trading activities involve a high degree of risk because of the
inherent uncertainties associated with the gas trading process. These
uncertainties include the lack of predictability in gas prices, risk of non-
performance by counter-parties, market imperfections caused by regional price
differentials, possible lack of liquidity in the trading markets and possible
failure of physical delivery. Although the possibility of lower natural gas
prices tends to add risk to the Company's exploration and development
activities, it is the possibility of unexpected price volatility that represents
a primary risk for the Company's gas trading activities.
Gas trading is highly competitive and the Company competes with several
other companies, many of which have more experience, personnel and other
resources available to them. However, the Company does not believe that any one
competitor is dominant in the industry. The Company's ability to generate
profits from natural gas trading is dependent primarily on the knowledge and
experience of its management, including development of a successful hedging
strategy, and its ability to anticipate changes and trends in the natural gas
market, including future gas prices, which, to a degree, depend upon factors
beyond the Company's control, such as industry supplies, the weather, consumer
attitudes, the demand for natural gas, and government actions and regulations.
From time to time, the Company has experienced losses from gas trading.
Government Regulation And Environmental Risks
- ---------------------------------------------
The production and sale of gas and oil are subject to a variety of federal,
state and local government regulations including regulation concerning the
prevention of waste, the discharge of materials into the environment, the
conservation of oil and natural gas, pollution, permits for drilling operations,
drilling bonds, reports concerning operations, the spacing of wells, the
unitization and pooling of properties, and various other matters including
taxes. Many jurisdictions have at various times imposed limitations on the
production of gas and oil by restricting the rate of flow for gas and oil wells
below their actual capacity to produce. In addition, many states have raised
state taxes on energy sources and additional increases may occur, although there
can be no certainty of the effect that increases in state energy taxes would
have on natural gas and oil prices. Although the Company believes it is in
substantial compliance with applicable environmental and other government laws
and regulations, there can be no assurance that significant costs for compliance
will not be incurred in the future.
-11-
<PAGE>
Engineers' Estimates Of Reserves And Future Net Revenues
- --------------------------------------------------------
Documents that are incorporated in this Prospectus, including the Company's
Form 10-K for the year ended December 31, 1995, contain estimates of reserves
and of future net revenues which have been prepared by petroleum engineers.
However, petroleum engineering is not an exact science and involves estimates
based on many variable and uncertain factors. Estimates of reserves and of
future net revenues prepared by different petroleum engineers may vary
substantially depending, in part, on the assumptions made and may be subject to
adjustment either up or down in the future. The actual amounts of production,
revenues, taxes, development expenditures, operating expenses, and quantities of
recoverable oil and gas reserves to be encountered may vary substantially from
the engineers' estimates. Estimates of reserves also are extremely sensitive to
the market prices for gas and oil.
Some of the Company's interests in such wells may vary, however, depending
on elections that may be made in the future by the co-owners. These elections
could cause the Company's estimates of reserves to decline, although the Company
does not believe that the effect of these declines would materially change the
Company's discounted present value of the estimated future net revenues from its
proved reserves.
PROSPECTIVE SELLING STOCKHOLDERS
There are an aggregate of 775,000 shares of Common Stock reserved for
issuance under the 1990 Plan (the "1990 Shares"), an aggregate of 1,000,000
shares of Common Stock reserved for issuance under the 1994 Plan (the "1994
Shares"), and an aggregate of 200,000 shares of Common Stock reserved for
issuance under the Non-Discretionary Plan (the "Non-Discretionary Shares"). The
1990 Shares, 1994 Shares, and the Non-Discretionary Shares are covered by the
Registration Statement on Form S-8, of which this Re-Offer Prospectus is a part,
filed by the Company with the Securities And Exchange Commission. Although
there are certain differences in the types of options that may be granted
pursuant to the 1990 Plan, the 1994 Plan, and the Non-Discretionary Plan and in
the tax consequences to optionees upon exercise of the options, all shares of
Common Stock covered by this Prospectus are identical.
The 897,880 shares of Common Stock, the resales of which are covered by
this Prospectus, consist of shares that have been or may be acquired by certain
option holders upon the exercise of options granted to them by the Company. The
options have been granted pursuant to the Company's 1990 Plan, the 1994 Plan, or
the Company's Non-Discretionary Plan.
The following table sets forth the name and position of each prospective
selling stockholder, the number of shares of the Company's Common Stock owned as
of the date of this Prospectus (including shares which may be acquired pursuant
to the exercise of outstanding options), and the number of shares and the
percentage owned assuming the sale of all the shares covered hereby.
-12-
<PAGE>
<TABLE>
<CAPTION>
Prior To
Offering After Offering
-------- --------------
- -----------------------------------------------------------------------------------------------------------------------------------
Number Of
Number Of Shares Number
Shares Covered Of
Name Position Owned By Prospectus/(1)/ Shares Percent
-------- -------- --------- ------------------ ------ -------
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William J. Barrett Chairman Of The Board; Chief 490,165/(2)/ 175,000 315,165 /(5)/
Executive Officer; and Director
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph P. Barrett Vice President - Land 36,561/(15)/ 33,100 3,461 /(5)/
- ------------------------------------------------------------------------------------------------------------------------------------
C. Robert Buford Director 661,866/(9)//(19)/ 20,000 641,866 2.0
- ------------------------------------------------------------------------------------------------------------------------------------
Derrill Cody Director 18,060/(11)/ 10,000 8,060 /(5)/
- ------------------------------------------------------------------------------------------------------------------------------------
Peter A. Dea Vice President - Exploration 51,572/(12)/ 50,000 1,572 /(5)/
- ------------------------------------------------------------------------------------------------------------------------------------
James M. Fitzgibbons Director 12,000/(10)/ 10,000 2,000 /(5)/
- ------------------------------------------------------------------------------------------------------------------------------------
Clifford S. Foss, Jr. Vice President And General 30,000/(13)/ 30,000 -0- -0-
Manager - Gulf Of Mexico Region
- ------------------------------------------------------------------------------------------------------------------------------------
Hennie L.J.M. Gieskes Director 899,214/(10)/ 10,000 889,214 2.8
- ------------------------------------------------------------------------------------------------------------------------------------
William W. Grant, III Director 30,150/(14)/ 10,000 20,150 /(5)/
- ------------------------------------------------------------------------------------------------------------------------------------
Bryan G. Hassler Vice President - Marketing 35,559/(20)/ 35,500 59 /(5)/
- ------------------------------------------------------------------------------------------------------------------------------------
Robert W. Howard Senior Vice President-Finance; 42,362/(3)/ 39,730 2,632 /(5)/
and Treasurer
- ------------------------------------------------------------------------------------------------------------------------------------
J. Frank Keller Chief Financial Officer; 115,917/(4)/ 74,200 41,717 /(5)/
Executive Vice President;
Secretary; and Director
- ------------------------------------------------------------------------------------------------------------------------------------
Eugene A. Lang, Jr. Senior Vice President; and 57,035/(16)/ 9,600 47,435 /(5)/
General Counsel
- ------------------------------------------------------------------------------------------------------------------------------------
Paul M. Rady President; Chief Operating 152,155/(6)/ 152,000 115 /(5)/
Officer; and Director
- ------------------------------------------------------------------------------------------------------------------------------------
A. Ralph Reed Executive Vice 160,672/(7)/ 140,000 20,672 /(5)/
President-Operations; and
Director
- ------------------------------------------------------------------------------------------------------------------------------------
James T. Rodgers Director 20,000/(19)/ 20,000 -0- -0-
- ------------------------------------------------------------------------------------------------------------------------------------
Philippe S.E. Schreiber Director 20,007/(10)/ 10,000 10,007 /(5)/
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
Prior To
Offering After Offering
-------- --------------
- -----------------------------------------------------------------------------------------------------------------------------------
Number Of
Number Of Shares Number
Shares Covered Of
Name Position Owned By Prospectus/(1)/ Shares Percent
-------- -------- --------- ------------------ ------ -------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Donald H. Stevens Vice President-Corporate 19,063/(8)/ 18,750 313 /(5)/
Relations And Capital Markets
- ------------------------------------------------------------------------------------------------------------------------------------
Maurice F. Storm Vice President And General 40,248/(17)/ 40,000 248 /(5)/
Manager - Mid-Continent Region
- ------------------------------------------------------------------------------------------------------------------------------------
Harry S. Welch Director 24,300/(18)/ 10,000 14,300 /(5)/
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Consists of all shares that have been or may be acquired by certain
affiliates of the Company upon exercise of options issued under the 1990 Plan,
1994 Plan, or the Non-Discretionary Plan, including options that are not
currently exercisable.
/(2)/ Includes 36,700 shares underlying outstanding options granted under the
1990 Plan, 118,300 shares underlying outstanding options granted under the 1994
Plan and 36,292 shares owned by Louise K. Barrett, Mr. Barrett's wife. The
number of shares indicated for Mr. Barrett also includes 230,000 shares owned by
the Barrett Family L.L.L.P., a Colorado limited partnership for which Mr.
Barrett and his wife are general partners and owners of an aggregate of 62.9% of
the partnership interests. Pursuant to Rule 16a-1(a)(4) under the Securities
Exchange Act of 1934 (the "1934 Act"), Mr. Barrett disclaims ownership of all
but 144,723 shares held by the Barrett Family L.L.L.P., which constitutes Mr.
and Mrs. Barrett's proportionate share of the shares held by the Barrett Family
L.L.L.P.
/(3)/ Includes 24,000 shares underlying outstanding options granted under the
1990 Plan and 5,600 shares underlying outstanding options granted under the 1994
Plan.
/(4)/ Includes 34,400 shares underlying outstanding options granted under the
1990 Plan and 39,800 shares underlying options granted under the 1994 Plan.
/(5)/ Less than one percent.
/(6)/ Consists of 36,000 shares underlying outstanding options granted under the
1990 Plan and 86,000 shares underlying options granted under the 1994 Plan.
/(7)/ Includes 28,248 shares underlying outstanding options granted under the
1990 Plan, 96,800 shares underlying outstanding options granted under the 1994
Plan, and 10,500 shares owned by Mary C. Reed, Mr. Reed's wife.
/(8)/ Includes 7,500 shares underlying outstanding options granted under the
1990 Plan, 11,250 shares underlying options granted under the 1994 Plan, and 245
shares held by a custodian for the benefit of Mr. Steven's minor daughter. Mr.
Stevens disclaims beneficial ownership of the shares held by the custodian
pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act Of 1934, as amended.
/(9)/ Mr. Buford is considered the beneficial owner of the 598,210 shares of
which Zenith Drilling Corporation ("Zenith") is the record owner. These shares
are held beneficially by both Zenith and
-14-
<PAGE>
Mr. Buford. Mr. Buford owns approximately 89 percent of the outstanding common
stock of Zenith. The number of shares indicated for Mr. Buford also includes
10,000 shares that are owned by Aguilla Corporation, which is owned by Mr.
Buford's wife and adult children. Mr. Buford disclaims beneficial ownership of
the shares held by Aguilla Corporation pursuant to Rule 16a-1(a)(4) of the
Securities Exchange Act Of 1934, as amended.
/(10)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan.
/(11)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 7,800 shares underlying outstanding options granted
under stock option plans (the "Plains Stock Option Plans") of Plains Petroleum
Company ("Plains") that were converted into options to purchase Common Stock of
the Company following the merger of a subsidiary of the Company into Plains in
July 1995.
/(12)/ Includes 20,000 shares underlying outstanding options granted under the
1990 Plan and 30,000 shares underlying outstanding options granted under the
1994 Plan.
/(13)/ Includes 30,000 shares underlying outstanding options granted under the
1994 Plan.
/(14)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 10,400 shares underlying outstanding options granted
under the Plains Stock Option Plans.
/(15)/ Includes 20,000 shares underlying outstanding options granted under the
1990 Plan, 5,600 shares underlying outstanding options granted under the 1994
Plan, and 1,125 shares owned by Melissa Barrett, Mr. Barrett's wife.
/(16)/ Includes 9,600 shares underlying outstanding options granted under the
1994 Plan and 40,859 shares underlying outstanding options granted under the
Plains Stock Option Plans.
/(17)/ Includes 40,000 shares underlying outstanding options granted under the
1994 Plan.
/(18)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 11,700 shares underlying outstanding options granted
under the Plains Stock Option Plans.
/(19)/ Includes 20,000 shares underlying outstanding options granted under the
Non-Discretionary Plan.
/(20)/ Includes 35,500 shares underlying outstanding options granted under the
1994 Plan.
PLAN OF DISTRIBUTION
The 897,880 shares covered by this Prospectus will be offered, if at all,
by certain stockholders of the Company, and not by the Company. If any of these
shares are sold by a prospective selling stockholder, they will be sold on
behalf of that person and it is anticipated that the shares may be offered
pursuant to direct sales to private persons and in open market transactions.
The prospective selling stockholders may offer the shares to or through
registered broker-dealers who will be paid standard commissions or discounts by
the prospective selling stockholders. The Company has no agreements with
brokers to sell any or all of the shares which may be offered hereby.
-15-
<PAGE>
Of the 897,880 shares which may be offered pursuant to this Prospectus,
815,298 underlie options that currently are outstanding. If the options to
acquire all 815,298 shares are exercised, the Company will receive proceeds of
$16,366,720, which proceeds will be added to the working capital of the Company.
LEGAL MATTERS
Bearman Talesnick & Clowdus Professional Corporation, Denver, Colorado, has
acted as counsel for the Company in connection with the Registration Statement
of which this Prospectus is a part and has rendered an opinion concerning the
validity of the Common Stock underlying the options covered hereby. Attorneys
employed by this law firm beneficially own approximately 14,700 shares of the
Company's Common Stock.
EXPERTS
The Consolidated Financial Statements of Barrett Resources Corporation
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by Arthur Andersen LLP, independent public
accountants as set forth in their report included therein and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such report and upon the authority of such firm as
experts in auditing and accounting.
INDEMNIFICATION
Pursuant to Delaware law, the Company's Board of Directors has the power to
indemnify officers and directors, present and former, for expenses incurred by
them in connection with any proceeding they are involved in by reason of their
being or having been an officer or director of the Company. The person being
indemnified must have acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company. The
Company's Certificate Of Incorporation and Bylaws grant this indemnification to
the Company's officers and directors.
In addition to the general indemnification section, the Company has adopted
a provision under Delaware law that eliminates and limits certain personal
liability of a director for monetary damages for breaches of the director's
fiduciary duty of care under certain circumstances.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities And Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
* * * * *
-16-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
- ------------------------------------------------
The documents listed in (a) through (d) below are incorporated by reference
in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part thereof from the date of
the filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996;
(c) The Description Of Securities contained in the Registrant's
Registration Statement on Form 8-A filed with the Securities And Exchange
Commission on October 27, 1994.
(d) The Company's Notice and Proxy Statement dated April 11, 1996
concerning the Company's Annual Meeting of Stockholders held on June 5,
1996.
Item 4. Description Of Securities.
- ----------------------------------
Not Applicable.
Item 5. Interest Of Named Experts And Counsel.
- ----------------------------------------------
Bearman Talesnick & Clowdus Professional Corporation, Denver, Colorado,
has acted as counsel for the Registrant in connection with this Registration
Statement. Attorneys employed by this law firm beneficially own approximately
14,700 shares of the Registrant's Common Stock.
Item 6. Indemnification Of Officers And Directors.
- --------------------------------------------------
The Delaware General Corporation Law provides for indemnification by a
corporation of costs incurred by directors, employees, and agents in connection
with an action, suit, or proceeding brought by reason of their position as a
director, employee, or agent. The person being indemnified must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.
In addition to the general indemnification section, Delaware law
provides further protection for directors under Section 102(b)(7) of the General
Corporation Law of Delaware. This section was enacted in June 1986 and allows a
Delaware corporation to include in its certificate of incorporation a provision
-17-
<PAGE>
that eliminates and limits certain personal liability of a director for monetary
damages for certain breaches of the director's fiduciary duty of care, provided
that any such provision does not (in the words of the statute) do any of the
following:
"eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under section 174 of this Title
[dealing with willful or negligent violation of the statutory provision
concerning dividends and stock purchases and redemptions], or (iv) for any
transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director for
any act or omission occurring prior to the date when such provision becomes
effective...."
With regard to employee benefit plans, the Delaware General Corporation Law
provides that a director's conduct for a purpose he reasonably believed to be in
the interest of the participants and beneficiaries of the Plan is conduct
satisfying the subject indemnity provision. A director's conduct for a purpose
that he did not reasonably believe to be in the interest of the participants in
or beneficiaries of the Plan shall be deemed as not satisfying the indemnity
provision.
The Board of Directors is empowered to make other indemnification as
authorized by the Certificate Of Incorporation, Bylaws or corporate resolution
so long as the indemnification is consistent with the Delaware General
Corporation Law. Under the Company's Bylaws, the Company is required to
indemnify its directors to the full extent permitted by the Delaware General
Corporation Law, common law and any other statutory provision.
Item 7. Exemption From Registration Claimed.
- --------------------------------------------
Not Applicable.
Item 8. Exhibits.
- -----------------
4(a) Specimen Common Stock Certificate is incorporated by reference
from Registrant's Registration Statement on Form S-8 dated March
17, 1995 (Registration No. 33-90450).
5 Opinion Regarding Legality.
10(a) Barrett Resources Corporation 1990 Stock Option Plan, as amended,
is incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended September 30, 1994.
10(b) Barrett Resources Corporation 1994 Stock Option Plan, as amended.
10(c) Barrett Resources Corporation Non-Discretionary Stock Option Plan,
as amended.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Bearman Talesnick & Clowdus Professional Corporation
(included in Exhibit 5).
-18-
<PAGE>
Item 9. Undertakings.
- ---------------------
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 and are incorporated by reference to the Registration Statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) For purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising out of the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liability (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with securities being registered, the
Registrant will, unless in the opinion of its
-19-
<PAGE>
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
-20-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 18th day of
December, 1996.
BARRETT RESOURCES CORPORATION
By: /s/ William J. Barrett
------------------------
William J. Barrett, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Registrant, by virtue of their signatures to this to the Registration
Statement appearing below, hereby constitute and appoint Paul M. Rady or John F.
Keller and each or either of them, with full power of substitution, as
attorneys-in-fact in their names, place and stead to execute any and all
amendments to this Registration Statement in the capacities set forth opposite
their name and hereby ratify all that said attorneys-in-fact and each of them or
his substitutes may do by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- -------------------------------- -----------------
<S> <C> <C>
/s/ William J. Barrett Chief Executive Officer, December 18, 1996
- --------------------------- Chairman Of The Board, and
William J. Barrett Director (Principal Executive
Officer)
/s/ Paul M. Rady President, Chief Operating December 18, 1996
- --------------------------- Officer, and Director
Paul M. Rady
/s/ A. Ralph Reed Executive Vice President, and December 18, 1996
- --------------------------- Director
A. Ralph Reed
/s/ John F. Keller Executive Vice President, Chief December 18, 1996
- --------------------------- Financial Officer, Secretary,
John F. Keller and Director (Principal
Financial Officer)
</TABLE>
-21-
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ C. Robert Buford Director December 18, 1996
- ---------------------------
C. Robert Buford
/s/ Derrill Cody Director December 18, 1996
- ---------------------------
Derrill Cody
/s/ James M. Fitzgibbons Director December 18, 1996
- ---------------------------
James M. Fitzgibbons
/s/ Hennie L.J.M. Gieskes Director December 18, 1996
- ---------------------------
Hennie L.J.M. Gieskes
/s/ William W. Grant, III Director December 18, 1996
- ---------------------------
William W. Grant, III
/s/ James T. Rodgers Director December 18, 1996
- ---------------------------
James T. Rodgers
/s/ Philippe S.E. Schreiber Director December 18, 1996
- ---------------------------
Philippe S.E. Schreiber
/s/ Harry S. Welch Director December 18, 1996
- ---------------------------
Harry S. Welch
</TABLE>
-22-
<PAGE>
Exhibits.
Exhibit No. Page
----------- ----
4(a) Specimen Common Stock Certificate is incorporated by reference
from Registrant's Registration Statement on Form S-8 dated March
17, 1995 (Registration No. 33-90450)
5 Opinion Regarding Legality
10(a) Barrett Resources Corporation 1990 Stock Option Plan, as amended, is
incorporated by reference from Registrant's Annual Report On Form
10-K for the year ended September 30, 1994.
10(b) Barrett Resources Corporation
1994 Stock Option Plan, as amended.
10(c) Barrett Resources Corporation Non-Discretionary Stock Option Plan,
as amended.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Bearman Talesnick & Clowdus Professional Corporation
(included in Exhibit 5)
-23-
<PAGE>
December 19, 1996
Barrett Resources Corporation
1515 Arapahoe Street
Tower 3, Suite 1000
Denver, CO 80202
Gentlemen and Ladies:
We have acted as counsel for Barrett Resources Corporation (the "Company")
in connection with the registration on Form S-8 under the Securities Act of
1933, as amended, of the issuance of 1,975,000 shares of the Company's $.01 par
value common stock (the "Common Stock").
We have examined the Certificate Of Incorporation and the Bylaws of the
Company, as amended, together with the record of its corporate proceedings
concerning the registration described above. In addition, we have examined such
other certificates, agreements, documents and papers, and we have made such
other inquiries and investigations of law as we have deemed appropriate and
necessary in order to express the opinion set forth in this letter. In our
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, photostatic, or
conformed copies and the authenticity of the originals of all such latter
documents. In addition, as to certain matters we have relied upon certificates
and advice from various state authorities and public officials, and we have
assumed the accuracy of the material and the factual matters contained herein.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the 1,975,000 shares of
Common Stock, the issuance of which is being registered by the Company, if and
when sold and delivered as described in the Company's Registration Statement on
Form S-8 (the "Registration Statement"), will have been duly authorized and
legally issued, and will constitute fully paid and nonassessable shares of the
Company's Common Stock.
We hereby consent (a) to be named in the Registration Statement and in the
prospectus that constitutes a part of the Registration Statement as the
attorney's passing, on behalf of the Company, upon the validity of the issuance
of the Common Stock, and (b) to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is to be used solely for the purpose of the registration of
the Common Stock and may not be used for any other purpose.
Very truly yours,
/s/ Bearman Talesnick & Clowdus
Professional Corporation
BEARMAN TALESNICK & CLOWDUS
Professional Corporation
<PAGE>
BARRETT RESOURCES CORPORATION
1994 STOCK OPTION PLAN
As Adopted As Of April 1, 1994
And As Amended As Of March 5, 1996
This 1994 Stock Option (the "Plan") is adopted by Barrett Resources
Corporation (the "Company") effective as of April 1, 1994 and as amended as of
March 5, 1996.
1. Definitions.
-----------
Unless otherwise indicated or required by the particular context, the
terms used in this Plan shall have the following meanings:
Board: The Board Of Directors of the Company.
-----
Code: The Internal Revenue Code of 1986, as amended.
----
Common Stock: The $.01 par value common stock of the Company.
------------
Company: Barrett Resources Corporation, a corporation incorporated
-------
under the laws of Delaware, any current or future wholly owned subsidiaries of
the Company, and any successors in interest by merger, operation of law,
assignment or purchase of all or substantially all of the property, assets or
business of the Company.
Date Of Grant: The date on which an Option, as defined below, is
-------------
granted under the Plan.
Disinterested Person: A director who has not been granted or awarded
--------------------
equity securities pursuant to any plan of the Company or of any of the Company's
affiliates during the one year prior to that director's service as an
administrator of the Plan, except as otherwise provided in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with respect to (a) participation in formula plans or ongoing securities
acquisitions plans, and (b) an election to receive securities for an annual
retainer fee.
Fair Market Value: The Fair Market Value of the Option Shares (defined
-----------------
below). The Fair Market Value as of any date shall be as reasonably determined
by the Option Committee (defined below); provided, however, that if there is a
public market for the Common Stock, the Fair Market Value of the Option Shares
as of any date shall not be less than the last reported sale price for the
Common Stock on that date (or on the preceding stock market business day if such
date is a Saturday, Sunday, or a holiday), on the New York Stock Exchange
("NYSE"), as reported in The Wall Street Journal, or if not reported in The Wall
----------------------- --------
Street Journal, as reported in The Denver Post, Denver, Colorado or, if no last
- -------------- ---------------
sale price for the NYSE is available, then the last reported sale price on
either another stock exchange or on a national or local over-the-counter market,
as reported by The Wall Street Journal, or if not available there, in The Denver
----------------------- ----------
Post; provided further, that if no such published last sale price is available
- ----
and a published bid price is available from one of those sources, then the Fair
Market Value of the shares shall not be less than such last reported bid price
for the Common Stock, and if no such published bid price is available, the Fair
Market Value of such shares shall not be less than the average of the bid prices
<PAGE>
quoted as of the close of business on that date by any two independent persons
or entities making a market for the Common Stock, such persons or entities to be
selected by the Option Committee.
Incentive Options: "Incentive stock options" as that term is defined in
-----------------
Code Section 422 or the successor to that Section.
Key Employee: A person designated by the Option Committee who is employed
------------
by the Company and whose continued employment is considered to be in the best
interests of the Company; provided, however, that Key Employees shall not
include those members of the Board who are not employees of the Company.
Key Individual: A person, other than an employee of the Company, who is
--------------
committed to the interests of the Company; provided, however, that Key
Individuals shall not include those members of the Board who are not employees
of the Company.
Non-Qualified Options: Options that are not intended to qualify, or
---------------------
otherwise do not qualify, as "incentive stock options" under Code Section 422 or
the successor to that Section. To the extent that Options that are designated
by the Option Committee as Incentive Options do not qualify as "incentive stock
options" under Code Section 422 or the successor to that Section, those Options
shall be treated as Non-Qualified Options.
Option: The rights to purchase Common Stock granted pursuant to the terms
------
and conditions of an Option Agreement (defined below).
Option Agreement: The written agreement (including any amendments or
----------------
supplements thereto) between the Company and either a Key Employee or a Key
Individual designating the terms and conditions of an Option.
Option Committee: With respect to grants of Options to Employees other
----------------
than Officers and Directors of the Company, the Plan shall be administered by an
Option Committee ("Option Committee") composed of the Board or at least two
members of the Board. With respect to grants of Options to Officers or to
Directors, the Plan shall be administered by the Board, if each member is a
Disinterested Person, or by a committee, selected by the Board, consisting of
two or more Directors, each of whom is a Disinterested Person. Such committee
may also be deemed an Option Committee.
Option Shares: The shares of Common Stock underlying an Option granted
-------------
pursuant to this Plan.
Optionee: A Key Employee or Key Individual who has been granted an Option.
--------
2. Purpose And Scope.
-----------------
(a) The purpose of the Plan is to advance the interests of the Company and
its stockholders by affording Key Employees and Key Individuals, upon whose
initiative and efforts, in the aggregate, the Company is largely dependent for
the successful conduct of its business, an opportunity for investment in the
Company and the incentive advantages inherent in stock ownership in the Company.
-2-
<PAGE>
(b) This Plan authorizes the Option Committee to grant Incentive Options to
Key Employees and to grant Non-Qualified Options to Key Employees and Key
Individuals, selected by the Option Committee while considering criteria such as
employment position or other relationship with the Company, duties and
responsibilities, ability, productivity, length of service or association,
morale, interest in the Company, recommendations by supervisors, the interests
of the Company, and other matters.
3. Administration Of The Plan.
--------------------------
(a) The Plan shall be administered by the Option Committee. The Option
Committee shall have the authority granted to it under this Section and under
each other section of the Plan.
(b) In accordance with and subject to the provisions of the Plan, the
Option Committee shall select the Optionees and shall determine (i) the number
of shares of Common Stock to be subject to each Option, (ii) the time at which
each Option is to be granted, (iii) whether an Option shall be granted in
exchange for the cancellation and termination of a previously granted option or
options under the Plan or otherwise, (iv) the purchase price for the Option
Shares, provided that the purchase price shall be a fixed, and cannot be a
fluctuating, price, (v) the option period, (vi) the manner in which the Option
becomes exercisable, including whether portions of the Option become exercisable
at different times, and (vii) such other terms and conditions as the Option
Committee may deem necessary or desirable. The Option Committee shall determine
the form of Option Agreement to evidence each Option.
(c) The Option Committee from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Option Committee shall keep minutes
of its meetings and those minutes shall be distributed to every member of the
Board.
(d) The Board from time to time may make such changes in and additions to
the Plan as it may deem proper and in the best interests of the Company
provided, however, that no such change or addition shall impair any Option
previously granted under the Plan, and that the approval by written consent of a
majority of the holders of the Company's securities entitled to vote, or by the
affirmative votes of the holders of a majority of the Company's securities
entitled to vote at a meeting duly held in accordance with the applicable laws
of the State of Delaware, shall be required for any amendment which would do any
of the following:
(i) materially modify the eligibility requirements for receiving
Options under the Plan;
(ii) materially increase the benefits accruing to Key Employees
or Key Individuals under the Plan; or
(iii) materially increase the number of shares of Common Stock
that may be issued under the Plan.
(e) Each determination, interpretation or other action made or taken by the
Option Committee, unless otherwise determined by the Board, shall be final,
conclusive and binding on all persons, including without limitation, the
Company, the stockholders, directors, officers and employees
-3-
<PAGE>
of the Company, and the Optionees and their respective successors in interest.
No member of the Option Committee shall be personally liable for any action,
determination, or interpretation made in good faith with respect to the Plan,
and all members of the Option Committee shall be, in addition to rights they may
have as directors of the Company, fully protected by the Company with respect to
any such action, determination or interpretation. If the Board makes a
determination contrary to the Option Committee's determination, interpretation
or other action, then the Board's determination shall be final and conclusive in
the same manner.
4. The Common Stock.
----------------
The Board is authorized to appropriate, issue and sell for the purposes
of the Plan, and the Option Committee is authorized to grant Options with
respect to, a total number not in excess of 1,000,000 shares of Common Stock,
either treasury or authorized and unissued, or the number and kind of shares of
stock or other securities which in accordance with Section 9 shall be
substituted for the 1,000,000 shares or into which such 1,000,000 shares shall
be adjusted. All or any unsold shares subject to an Option, that for any reason
expires or otherwise terminates before it has been exercised, again may be made
subject to Options under the Plan.
5. Eligibility.
-----------
Incentive Options may be granted only to Key Employees. Non-Qualified
Options may be granted both to Key Employees and to Key Individuals. Key
Employees and Key Individuals may hold more than one Option under the Plan and
may hold Options under the Plan as well as options granted pursuant to other
plans or otherwise.
6. Option Price.
------------
The Option Committee shall determine the purchase price for the Option
Shares; provided, however, that the purchase price to be paid by Optionees for
the Option Shares shall not be less than 100 percent of the Fair Market Value of
the Option Shares on the Date Of Grant and provided further that the purchase
price shall be a fixed, and cannot be a fluctuating, price.
7. Duration And Exercise Of Options.
--------------------------------
(a) Except as provided in Section 17, the option period shall commence
on the Date Of Grant and shall continue for the period designated by the Option
Committee up to a maximum of ten years from the Date Of Grant.
(b) During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee; provided that, subject to the following
sentence and paragraph (d) of this Section 7, in the event of the legal
disability of an Optionee, the guardian or personal representative of the
Optionee may exercise the Option. If the Option is an Incentive Option, it may
be exercised by the guardian or personal representative of the Optionee only if
the guardian or personal representative obtains a ruling from the Internal
Revenue Service or an opinion of counsel to the effect that neither the grant
nor the exercise of such power is violative of Code Section 422(b)(5) or the
successor to that provision. Any opinion of counsel must be both from counsel
acceptable to the Option Committee and in a form acceptable to the Option
Committee.
-4-
<PAGE>
(c) If the Optionee's employment or affiliation with the Company is
terminated for any reason including the Optionee's death, any Option then held,
to the extent that the Option was exercisable according to its terms on the date
of termination, may be exercised for up to, and not more than, three months
after termination. The duration, if any, of the exercise period of the Option
subsequent to termination will be determined by the Option Committee. Any
options remaining unexercised shall expire at the later of termination or the
end of the extended exercise period, if any.
(d) Each Option shall be exercised in whole or in part by delivering to the
office of the Treasurer of the Company written notice of the number of shares
with respect to which the Option is to be exercised and by paying in full the
purchase price for the Option Shares purchased as set forth in Section 8 herein;
provided, that an Option may not be exercised in part unless the purchase price
for the Option Shares purchased is at least $1,000.
(e) No Option Shares may be sold, transferred or otherwise disposed of
within six months of the Date Of Grant by any person who is subject to the
reporting requirements of Section 16(a) of the Exchange Act on the Date Of
Grant.
8. Payment For Option Shares.
-------------------------
(a) If the purchase price of the Option Shares purchased by any Optionee at
one time exceeds $1,000, the Option Committee, in its sole discretion, upon
request by the Optionee, may permit all or part of the purchase price for the
Option Shares to be paid by delivery to the Company for cancellation shares of
the Common Stock previously owned by the Optionee ("Previously Owned Shares")
with a Fair Market Value as of the date of the payment equal to the portion of
the purchase price for the Option Shares that the Optionee does not pay in cash.
Notwithstanding the above, an Optionee shall be permitted to exercise his Option
by delivering Previously Owned Shares only if he has held, and provides
appropriate evidence of such, the Previously Owned Shares for more than six
months prior to the date of exercise. This period (the "Holding Period") may be
extended by the Option Committee acting in its sole discretion as is necessary,
in the opinion of the Option Committee, so that, under generally accepted
accounting principles, no compensation shall be considered to have been or to be
paid to the Optionee as a result of the exercise of the Option in this manner.
At the time the Option is exercised, the Optionee shall provide an affidavit,
and such other evidence and documents as the Option Committee shall request, to
establish the Optionee's Holding Period. As indicated above, an Optionee may
deliver shares of Common Stock as part of the purchase price only if the Option
Committee, in its sole discretion, agrees, on a case by case basis, to permit
this form of payment.
(b) If payment for the exercise of an Option is made other than by the
delivery to the Company for cancellation of shares of the Common Stock, the
purchase price shall be paid in cash, certified funds, or Optionee's check.
Payment shall be considered made when the Treasurer of the Company receives
delivery of the payment at the Company's address, provided that a payment made
by check is honored when first presented to the Optionee's bank.
9. Change In Stock, Adjustments, Etc.
----------------------------------
In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting stockholders which are not changed or exchanged)
should be changed into, or exchanged for, a different number or kind of shares
of stock or other securities of the Company, or if further changes or exchanges
of any stock or other securities into which the Common Stock shall have been
-5-
<PAGE>
changed, or for which it shall have been exchanged, shall be made (whether by
reason of merger, consolidation, reorganization, recapitalization, stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan but not subject to an outstanding Option hereunder, the number and kind of
shares of stock or other securities into which each outstanding share of Common
Stock (other than shares held by dissenting stockholders which are not changed
or exchanged) shall be so changed or for which each outstanding share of Common
Stock (other than shares held by dissenting stockholders) shall be so changed
or for which each such share shall be exchanged. Any securities so substituted
shall be subject to similar successive adjustments.
In the event of any such changes or exchanges, (i) the Option
Committee shall determine whether, in order to prevent dilution or enlargement
of rights, an adjustment should be made in the number, or kind, or option price
of the shares or other securities that are then subject to an Option or Options
granted pursuant to the Plan, (ii) the Option Committee shall make any such
adjustment, and (iii) such adjustments shall be made and shall be effective and
binding for all purposes of the Plan.
10. Relationship To Employment Or Position.
--------------------------------------
Nothing contained in the Plan, or in any Option or Option Share
granted pursuant to the Plan, (i) shall confer upon any Optionee any right with
respect to continuance of his employment by, or position or affiliation with, or
relationship to, the Company, or (ii) shall interfere in any way with the right
of the Company at any time to terminate the Optionee's employment by, position
or affiliation with, or relationship to, the Company.
11. Nontransferability Of Option.
----------------------------
No Option granted under the Plan shall be transferable by the
Optionee, either voluntarily or involuntarily, except by will or the laws of
descent and distribution, or except pursuant to a qualified domestic relations
order as defined in the Code, the Employee Retirement Income Security Act, or
rules promulgated thereunder. Except as provided in the preceding sentence, any
attempt to transfer the Option shall void the Option.
12. Rights As A Stockholder.
-----------------------
No person shall have any rights as a stockholder with respect to any
share covered by an Option until that person shall become the holder of record
of such share and, except as provided in Section 9, no adjustments shall be made
for dividends or other distributions or other rights as to which there is an
earlier record date.
13. Securities Laws Requirements.
----------------------------
No Option Shares shall be issued unless and until, in the opinion of
the Company, any applicable registration requirements of the Securities Act of
1933, as amended, any applicable listing requirements of any securities exchange
on which stock of the same class is then listed, and any other requirement of
law or of any regulatory bodies having jurisdiction over such issuance and
delivery, have been fully complied with. Each Option Agreement and each Option
Share certificate may be imprinted with legends reflecting federal and state
securities laws restrictions and conditions, and the Company may
-6-
<PAGE>
comply therewith and issue "stop transfer" instructions to its transfer agent
and registrar in good faith without liability.
14. Disposition Of Shares.
---------------------
To the extent reasonably requested by the Company, each Optionee, as a
condition of exercise, shall represent, warrant and agree, in a form of written
certificate approved by the Company, as follows: (a) that all Option Shares are
being acquired solely for his own account and not on behalf of any other person
or entity; (b) that no Option Shares will be sold or otherwise distributed in
violation of the Securities Act of 1933, as amended, or any other applicable
federal or state securities laws; (c) that he will report all sales of Option
Shares to the Company in writing on a form prescribed by the Company; and (d)
that if he is subject to reporting requirements under Section 16(a) of the
Exchange Act, (i) he will not violate Section 16(b) of the Exchange Act, (ii) he
will furnish the Company with a copy of each Form 4 and Form 5 filed by him, and
(iii) he will timely file all reports required under the federal securities
laws.
15. Effective Date Of Plan; Termination Date Of Plan.
------------------------------------------------
Subject to the approval of the amendment to the Plan on or before
March 4, 1997 by the affirmative vote of the holders of a majority of the shares
of Common Stock entitled to vote and represented at a meeting duly held in
accordance with the applicable laws of the State of Delaware, the Plan shall be
deemed effective as of April 1, 1994. The Plan shall terminate at midnight on
the date that is ten years from that date, except as to Options previously
granted and outstanding under the Plan at that time. No Options shall be granted
after the date on which the Plan terminates. The Plan may be abandoned or
terminated at any earlier time by the Board, except with respect to any Options
then outstanding under the Plan.
16. Limitation On Amount Of Option.
------------------------------
The aggregate Fair Market Value of the Option Shares underlying all
Incentive Options that have been granted to a particular Optionee and that
become exercisable for the first time during the same calendar year shall not
exceed $100,000, provided that this amount shall be increased or decreased, from
time to time, as Code Section 422 or the successor to that Section is amended,
so that this amount at all times shall equal the amount of the limitation set
forth in the Code. For purposes of the preceding sentence, Fair Market Value of
the Shares underlying any particular Option shall be determined as of the date
that Option is granted.
17. Ten Percent Stockholder Rule.
----------------------------
No Incentive Option may be granted to a Key Employee who, at the time
the Incentive Option is granted, owns stock possessing more than 10 percent of
the total combined voting power of all classes of stock of the Company or of any
"parent corporation" or "subsidiary corporation", as those terms are defined in
Section 424, or its successor provision, of the Code, unless at the time the
Incentive Option is granted the purchase price for the Option Shares is at least
110 percent of the Fair Market Value of the Option Shares on the Date Of Grant
and the Incentive Option by its terms is not exercisable after the expiration of
five years from the Date Of Grant. For purposes of the preceding sentence, stock
ownership shall be determined as provided in Section 424, or its successor
provision, of the Code.
-7-
<PAGE>
18. Withholding Taxes.
-----------------
The Option Agreement shall provide that the Company may take such
steps as it may deem necessary or appropriate for the withholding of any taxes
which the Company is required by any law or regulation or any governmental
authority, whether federal, state or local, domestic or foreign, to withhold in
connection with any Option including, but not limited to, the withholding of all
or any portion of any payment or the withholding of issuance of Option Shares to
be issued upon the exercise of any Option.
19. Effect Of Changes In Control And Certain Reorganizations.
--------------------------------------------------------
(a) In event of a Change In Control of the Company (as defined below),
the Option Committee, in its sole discretion, shall have the right, but not the
obligation, to do any or all of the following:
(i) provide that all Options granted pursuant to the Plan shall
become exercisable immediately at the time of such Change In
Control (or at such other time as the Committee shall
determine), except that this acceleration would not occur
with respect to any Incentive Options for which the
acceleration would result in a violation of Section 16 of
this Plan;
(ii) provide for an Optionee to surrender an Option (or portion
thereof) and to receive in exchange a cash payment, for each
Option share underlying the surrendered Option, equal to the
excess of the aggregate Fair Market Value of the Option
Share on the date of surrender over the exercise price for
the Option Share. To the extent any Option is surrendered
pursuant to this Subparagraph 19(a) (ii), it shall be deemed
to have been exercised for purposes of Section 4 hereof; and
(iii) make any other adjustments, or take any other action, as the
Option Committee, in its discretion, shall deem appropriate
provided that any such adjustments or actions would not
result in an Optionee receiving less value than pursuant to
any or all of Subparagraphs 19(a)(i) or 19(a) (ii) above.
For purposes of this Section 19, a "Change In Control" of
the Company shall mean a change in control of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Exchange Act regardless of whether the Company is then
subject to such reporting requirement.
(b) In the event that the Company enters into, or the Board shall
propose that the Company enter into, a Reorganization Event (as defined below),
the Option Committee, in its sole discretion, may make any or all of the
following adjustments:
(i) by written notice to each Optionee provide that such
Optionee's Options shall be terminated or cancelled, unless
exercised within 30 days (or such
-8-
<PAGE>
other period as the Option
Committee shall determine) after the date of such notice;
(ii) advance the dates upon which any or all outstanding Options
shall be exercised, except that this advance will not occur
with respect to any Incentive Options for which the advance
would result in a violation of Section 16 of this Plan;
(iii) provide for termination or cancellation of an Option in
exchange for payment to the Optionee of an amount in cash or
securities equal to the excess, if any, over the exercise
price of that Option of the Fair Market Value of the Option
Shares subject to the Option at the time of such termination
or cancellation; and
(iv) make any other adjustments, or take any other action, as the
Option Committee, in its discretion, shall deem appropriate,
provided that any such adjustments or actions shall not
result in the Optionee receiving less value than is possible
pursuant to any or all of Subparagraphs 19(b)(i), 19(b)(ii),
and 19(b) (iii) above. Any action taken by the Option
Committee may be made conditional upon the consummation of
the applicable Reorganization Event.
For purposes of this Section 19, a "Reorganization Event"
shall be deemed to occur if (A) the Company is merged or consolidated with
another corporation, (B) one person becomes the beneficial owner of all of the
issued and outstanding equity securities of the Company (for purposes of this
Section 19(b), the terms "person" and "beneficial owner" shall have the meanings
assigned to them in Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder), (C) a division or subsidiary of the Company
is acquired by another corporation, person or entity, (D) all or substantially
all the assets of the Company are acquired by another corporation, or (E) the
Company is reorganized, dissolved or liquidated.
20. Other Provisions.
----------------
The following provisions are also in effect under the Plan:
(a) The use of a masculine gender in the Plan shall also include
within its meaning the feminine, and the singular may include the plural, and
the plural may include the singular, unless the context clearly indicates to the
contrary.
(b) Any expenses of administering the Plan shall be borne by the
Company.
(c) This Plan shall be construed to be in addition to any and all
other compensation plans or programs. Neither the adoption of the Plan by the
Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power or
authority of the Board to adopt such other additional incentive or other
compensation arrangements as the Board may deem necessary or desirable.
-9-
<PAGE>
(d) The validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and the rights of any and
all persons having or claiming to have an interest therein or thereunder shall
be governed by and determined exclusively and solely in accordance with the laws
of the State of Colorado, except in those instances where the rules of conflicts
of laws would require application of the laws of the State of Delaware.
* * * * *
-10-
<PAGE>
BARRETT RESOURCES CORPORATION
NON-DISCRETIONARY STOCK OPTION PLAN
As Amended March 5, 1996
This Non-Discretionary Stock Option Plan (the "Plan") is adopted by Barrett
Resources Corporation (the "Company"), to be effective as of May 1, 1991.
1. Definitions.
-----------
Unless otherwise indicated or required by the particular context, the
terms used in this Plan shall have the following meaning:
Board: The Board of Directors of the Company.
-----
Code: The Internal Revenue Code of 1986, as amended.
----
Common Stock: The $.01 par value common stock of the Company.
------------
Company: Barrett Resources Corporation, a corporation incorporated under
-------
the laws of Delaware, any current or future wholly owned subsidiaries of the
Company, and any successors in interest by merger, operation of law, assignment
or purchase of all or substantially all of the property, assets or business of
the Company.
Date Of Grant: The date on which an Option, as defined below, is granted
-------------
under the Plan.
Fair Market Value: Fair Market Value of the Common Stock as of a certain
-----------------
date shall be calculated as follows: (i) if there is a public market for the
Common Stock, the Fair Market Value of the Common Stock shall be equal to and
not less than the last reported sale price for the Common Stock on that date (or
on the preceding stock market business day if such date is a Saturday, Sunday,
or a holiday), on either a national or local over-the-counter market, as
reported by The Denver Post, Denver, colorado, or if not available there, in the
---------------
Wall Street Journal; (ii) if no such published last sale price is available and
- -------------------
a published bid price is available from one of those sources, then the Fair
Market Value of the Common Stock shall be equal to and not less than such last
reported bid price for the Common Stock on that date (or on the preceding stock
market business day if such date is a Saturday, Sunday, or a holiday), and (iii)
if no such published bid price is available, the Fair Market Value of the Common
Stock shall be equal to and not less than the average of the bid prices quoted
as of the close of business on that date (or on the preceding stock market
business day if such date is a Saturday, Sunday, or a holiday) by any two
independent persons or entities making a market for the Common Stock.
Non-Employee Director: A person who is a member of the Board of
---------------------
Directors and who is not an employee of the Company.
Option: The rights to purchase Common Stock granted pursuant to the
------
terms and conditions of an Option Agreement (defined below).
<PAGE>
Option Agreement: The written agreement (including any amendments or
----------------
supplements thereto) between the Company and a Non-Employee Director designating
the terms and conditions of an Option.
Option Shares: The shares of Common Stock underlying an Option granted
-------------
pursuant to this Plan.
Optionee: A Non-Employee Director who has been granted an Option.
--------
2. Purpose And Scope.
-----------------
(a) The purpose of the Plan is to advance the interests of the Company and
its stockholders by affording Non-Employee Directors, whose participation and
guidance contributes to the successful operation of the Company, an opportunity
for investment in the Company and the incentive advantages inherent in stock
ownership in the Company.
(b) This Plan provides that Options be granted to Non-Employee Directors
according to the formula set forth in Section 3 of this Plan.
3. Operation Of The Plan.
---------------------
(a) Grant Of Options: Amount And Timing. Options to purchase 200,000 shares
-----------------------------------
of Common Stock shall be granted under the Plan to each Non-Employee Director at
the later to occur of (i) May 1, 1991 and (ii) the date he or she becomes a Non-
Employee Director of the Company. In addition, on the date that all of an
Optionee's Options to purchase 10,000 shares either have become exercisable, as
provided in Section 3(c), or have expired, as provided in Section 3(d), Options
to purchase an additional 10,000 shares shall be granted to the Optionee
provided that, at that time, he or she is a Non-Employee Director. All Options
shall be exercisable only as set forth in Section 3(c) below and shall be
subject to the other terms and conditions set forth in this Plan or otherwise
established by the Company.
(b) Option Exercise Price. The exercise price for the Options shall be the
---------------------
Fair Market Value of the Common Stock on the Date Of Grant.
(c) Exercise. For each Board of Directors' meeting attended by an Optionee
--------
subsequent to December 15, 1990, Options to purchase 500 shares of Common Stock
will become exercisable. For purposes of the Plan, a "Board of Directors'
meeting attended" shall mean a board of Directors' meeting which is attended by
the Optionee in person or by telephone conference call and which is at least
four hours in length. For purposes of this Section 3(c), Board of Directors'
meetings of less than four hours in length may be cumulated with other Board of
Directors' meetings of less than four hours in length provided that any such
meetings cumulated together occur within a 365-day period and further provided
that they have not been cumulated previously for the purposes of this Section
3(c).
(d) Term. the Options shall expire upon the later to occur of (i) five
----
years from the Date Of Grant and (ii) two years after the Options to purchase
those shares first become exercisable. Notwithstanding the foregoing, Options
shall expire, if not exercised, 90 days after the Optionee ceases to be a
director of the Company.
-2-
<PAGE>
(e) Amendments. This Plan may be changed or modified from time to time
----------
provided, however, that (A) no such change or modification shall impair any
Option previously granted under the Plan, (B) the provisions relating to the
amount, price and timing of the options shall not be amended more than once
every six months other than to comport with changes in the Code, the Employee
Retirement Income Security Act, or rules promulgated thereunder, and (C) the
approval by written consent of a majority of the holders of the Company's
securities entitled to vote, or by the affirmative votes of the holders of a
majority of the Company's securities entitled to vote at a meeting duly held in
accordance with the applicable laws of the state of Delaware, shall be required
for any amendment which would do any of the following:
(i) materially modify the eligibility requirements for receiving
Options under the Plan;
(ii) materially increase the benefits accruing to Non-Employee
Directors under the Plan; or
(iii) materially increase the number of shares of Common Stock that may
be issued under the Plan.
4. Number of Shares.
----------------
The Board is authorized to appropriate, issue and sell for the purposes
of the Plan an aggregate maximum of 200,000 shares of Common Stock, including
both treasury and newly issued shares, or the number and kind of shares of stock
or other securities which in accordance with Section 8 shall be substituted for
the 200,000 shares or into which such 200,000 shares shall be adjusted. All or
any unsold shares subject to an Option, that for any reason expires or otherwise
terminates before it has been exercised, again may be made subject to other
Options under the Plan.
5. Eligibility.
-----------
Options shall be granted under the Plan only to Non-Employee Directors
provided that any Non-Employee Director may waive his right to participate in
the Plan.
6. Exercise Of Options.
-------------------
(a) During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee; provided that, subject to Section 3(c) and 3(d), in the
event of the legal disability of an Optionee, the guardian or personal
representative of the Option may exercise the Option.
(b) Each Option shall be exercised in whole or in part by delivering to
the office of the Treasurer of the Company written notice of the number of
shares with respect to which the Option is to be exercised and by paying in full
the purchase price for the Option Shares purchased as set forth in Section 7
herein; provided, that an Option may not be exercised in part unless the
purchase price for the Option Shares purchased is at least $1,000.
(c) No Option Shares may be sold, transferred or otherwise disposed of
for a period of at least six months following the Date Of Grant of the Option.
-3-
<PAGE>
7. Payment For Option Shares.
-------------------------
(a) For any single purchase by an Optionee of Option Shares at a total
purchase price in excess of $1,000, the Company, in its sole discretion, upon
request by the Optionee, may permit all or part of the purchase price for the
Option Shares to be paid by delivery to the Company for cancellation shares of
the Common Stock previously owned by the Optionee ("Previously Owned Shares")
with a Fair Market Value as of the date of the payment equal to the portion of
the purchase price for the Option Shares that the Optionee does not pay in cash.
Notwithstanding the above, an Optionee shall be permitted to exercise his Option
by delivering Previously Owned Shares only if he has held, and provides
appropriate evidence of such, the Previously Owned Shares for more than six
months prior to the date of exercise. This period (the "Holding Period") may be
extended by the Company acting in its sole discretion as is necessary, in the
opinion of the Company, so that, under generally accepted accounting principles,
no compensation shall be considered to have been or to be paid to the Optionee
as a result of the exercise of the Option in this manner. At the time the
Option is exercised, the Optionee shall provide an affidavit, and such other
evidence and documents as the Company shall request, to establish the Optionee's
Holding Period. As indicated above, an Optionee may deliver shares of Common
Stock as part of the purchase price only if the Company, in its sole discretion
agrees, on a case by case basis, to permit this form of payment.
(b) If payment for the exercise of an Option is made other than by the
delivery to the Company for cancellation of shares of the Common Stock, the
purchase price shall be paid in cash or certified funds.
8. Change In Stock, Adjustments, Etc.
----------------------------------
In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting stockholders which are not changed or exchanged)
should be changed into, or exchanged for, a different number or kind of shares
of stock or other securities of the Company, or if further changes or exchanges
of any stock or other securities into which the Common Stock shall have been
changed, or for which it shall have been exchanged, shall be made (whether by
reason of merger, consolidation, reorganization, recapitalization, stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan but not subject to an outstanding Option hereunder, the number and kind of
shares of stock or other securities into which each outstanding share of Common
Stock (other than shares held by dissenting stockholders which are not changed
or exchanged) shall be so changed or for which each outstanding share of Common
Stock (other than shares held by dissenting stockholders) shall be so changed or
for which each such share shall be exchanged. Any securities so substituted
shall be subject to similar successive adjustments.
In the event of any such changes or exchanges, (i) the Company shall
adjust the number, or kind, or option price of the shares or other securities
that are then subject to an Option or Options granted pursuant to the Plan in
order to prevent dilution or enlargement of rights and (ii) such adjustments
shall be effective and binding for all purposes of the Plan.
-4-
<PAGE>
9. Status As Director.
------------------
Nothing contained in the Plan, or in any Option granted or Option
Shares issued pursuant to the Plan, (i) shall confer upon any Optionee any right
with respect to continuance of his position as a director of the Company, or
(ii) shall interfere in any way with the right of the Company at any time to
elect not to continue or to terminate the Optionee's position as a director of
the Company.
10. Nontransferability Of Option.
----------------------------
No option granted under the Plan shall be transferable by the Optionee,
either voluntarily or involuntarily, except by will or by the laws of descent
and distribution, or pursuant to a qualified domestic relations order as defined
in the Code, the Employee Retirement Income Security Act, or rules promulgated
thereunder. Except as provided in the preceding sentence, any attempt to
transfer an Option shall void the Option.
11. Rights As A Stockholder.
-----------------------
No person shall have any rights as a stockholder with respect to any
share covered by an Option until that person shall become the holder of record
of such share and, except as provided in Section 8, no adjustments shall be made
for dividends or other distributions or other rights as to which there is an
earlier record date.
12. Securities Laws Requirements.
----------------------------
No Option Shares shall be issued unless and until, in the opinion of
the Company, any applicable registration requirements of the Securities Act of
1933, as amended, any applicable listing requirements of any securities exchange
on which stock of the same class is then listed, and any other requirement of
law or of any regulatory bodies having jurisdiction over such issuance and
delivery, have been fully complied with. Each Option Agreement and each Option
Share certificate may be imprinted with legends reflecting federal and state
securities laws restrictions and conditions, and the Company may comply
therewith and issue "stop transfer" instructions to its transfer agent and
registrar in good faith without liability.
13. Disposition Of Shares.
---------------------
To the extent reasonably requested by the Company, each Optionee, as a
condition of exercise, shall represent, warrant and agree, in a form of written
certificate approved by the Company, as follows: (a) that all Option Shares are
being acquired solely for his own account and not on behalf of any other person
or entity; (b) that no Option Share will be sold for at least six months
following the Date Of Grant of the Option; (c) that no Option Shares will be
sold or otherwise distributed in violation of the Securities Act of 1933, as
amended, or any other applicable federal or state securities laws; (d) that he
will report all sales of Option Shares to the Company in writing on a form
prescribed by the Company; and (e) that if he is subject to reporting
requirements under Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), (i) he will not violate Section 16(b) of the
Exchange Act, (ii) he will furnish the Company with a copy of each Form 4 and
Form 5 filed by him, and (iii) he will timely file all reports required under
the federal securities laws.
-5-
<PAGE>
14. Effective Date Of Plan; Termination Date Of Plan.
------------------------------------------------
The Plan shall be deemed effective as of May 1, 1991 and shall
terminate at midnight on May 1, 2001, except as to Options previously granted
and outstanding under the Plan at that time. No Options shall be granted after
the date on which the Plan terminates. The Plan may be abandoned or terminated
at any earlier time by the affirmative vote of the holders of a majority of the
shares of Common Stock entitled to vote and represented at a meeting duly held
in accordance with the applicable laws of the State of Delaware, except with
respect to any Options then outstanding under the Plan.
15. Withholding Taxes.
-----------------
The Option Agreement shall provide that the Company may take steps as
it may deem necessary or appropriate for the withholding of any taxes which the
Company is required by any law or regulation or any governmental authority,
whether federal, state or local, domestic or foreign, to withhold in connection
with any Option including, but not limited to, the withholding of all or any
portion of any payment or the withholding of issuance of Option Shares to be
issued upon the exercise of any Option.
16. Other Provisions.
----------------
The following provisions are also in effect under the Plan:
(a) The use of a masculine gender in the Plan shall also include within
its meaning the feminine, and the singular may include the plural, and the
plural may include the singular, unless the context clearly indicates to the
contrary.
(b) Any expenses of administering the Plan shall be borne by the
Company.
(c) This Plan shall be construed to be in addition to any and all other
compensation plans or programs. The adoption of the Plan by the stockholders of
the Company shall not be construed as creating any limitations on the power or
authority of the Board to adopt such other additional incentive or other
compensation arrangements as the Board may deem necessary or desirable.
(d) The validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and the rights of any and
all persons having or claiming to have an interest therein or thereunder shall
be governed by and determined exclusively and solely in accordance with the laws
of the State of Colorado, except in those instances where the rules of conflicts
of laws would require application of the laws of the State of Delaware.
BARRETT RESOURCES CORPORATION
By: /s/ William J. Barrett
------------------------
William J. Barrett, Chief Executive Officer
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<PAGE>
CONSENT OF ARTHUR ANDERSEN LLP
INDEPENDENT AUDITORS
--------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectus pertaining to the
Barrett Resources Corporation 1990 Stock Option Plan, the Barrett Resources
Corporation 1994 Stock Option Plan, and the Non-Discretionary Stock Option Plan
of Barrett Resources Corporation and to the incorporation by reference therein
of our report dated March 1, 1996 with respect to the financial statements of
Barrett Resources Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Denver, Colorado
December 19, 1996
