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EXHIBIT 10.30
BURLINGTON RESOURCES INC.
2000 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
DATED AS OF APRIL 19, 2000
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BURLINGTON RESOURCES INC.
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
PURPOSES
The purposes of the Burlington Resources Inc. 2000 Stock Option Plan for
Non-Employee Directors (the "Plan") are to attract and retain the services of
experienced and knowledgeable non-employee directors of Burlington Resources
Inc. (the "Company") and to provide an incentive for such directors to increase
their proprietary interests in the Company's long-term success and progress.
SHARES SUBJECT TO THE PLAN
Subject to adjustment in accordance with Article VI hereof, the total number of
shares of the Company's common stock, $.01 par value per share (the "Common
Stock"), for which options may be granted under the Plan is 250,000 (the
"Shares"). The Shares shall be shares presently authorized but unissued or
subsequently acquired by the Company and shall include shares representing the
unexercised portion of any option granted under the Plan which expires or
terminates without being exercised in full.
ADMINISTRATION OF THE PLAN
The administrator of the Plan (the "Plan Administrator") shall be a committee
appointed by the Board of Directors of the Company (the "Board"). Subject to the
terms of the Plan, the Plan Administrator shall have the power to construe the
provisions of the Plan, to determine all questions arising thereunder and to
adopt, amend and rescind such rules and regulations for the administration of
the Plan as it may deem desirable. All determinations made by the Plan
Administrator in connection with the Plan and any options granted thereunder
shall be final and binding upon all optionees and their successors in interest.
No member of the Plan Administrator shall participate in any vote by the Plan
Administrator on any matter materially affecting the rights of any such member
under the Plan.
PARTICIPATION IN THE PLAN
Each member of the Board elected or appointed who is not otherwise an employee
of the Company or any subsidiary (an "Eligible Director") shall receive the
following option grants under the Plan:
INITIAL GRANTS
An initial grant (an "Initial Grant") of an option to purchase 5,000 Shares
shall automatically be granted to each person who first becomes an Eligible
Director following the date of stockholder approval of the Plan upon the earlier
of the Eligible Director's initial election or appointment as a director of the
Company. Each Initial Grant shall be fully vested and immediately exercisable
upon grant.
ADDITIONAL GRANTS
Commencing with the annual meeting of stockholders of the Company as specified
in the Company's By-Laws (the "Annual Meeting") in 2000, each person who is an
Eligible Director on the date of each Annual Meeting (other than a person
receiving an Initial Grant at that time) shall automatically receive an
additional grant (an "Additional Grant") of an option to purchase 2,000 Shares
immediately following that Annual Meeting. Additional Grants shall be fully
vested and immediately exercisable upon grant.
OPTION TERMS
Each option granted to an Eligible Director under the Plan and the issuance of
Shares thereunder shall be subject to the following terms:
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GRANT LETTER
Each option granted under the Plan shall be evidenced by an option agreement or
grant letter (the "Grant Letter") duly executed on behalf of the Company. Each
Grant Letter shall comply with and be subject to the terms and conditions of the
Plan. Any Grant Letter may contain such other terms, provisions and conditions
not inconsistent with the Plan as may be determined by the Plan Administrator.
OPTION EXERCISE PRICE
The option exercise price for an option granted under the Plan shall be the fair
market value of the Shares covered by the option at the time the option is
granted. For purposes of the Plan, "fair market value" shall be the mean between
the highest and lowest quoted selling prices at which the Common Stock was sold
on such date as reported in the NYSE-Composite Transactions by The Wall Street
Journal on such date or, if no Common Stock was traded on such date, on the next
preceding date on which Common Stock was so traded.
TIME AND MANNER OF EXERCISE OF OPTION
Each option may be exercised in whole or in part at any time and from time to
time, subject to stockholder approval of the Plan; provided, however, that no
fewer than 100 Shares (or the remaining Shares then purchasable under the
option, if less than 100 Shares) may be purchased upon any exercise of option
rights hereunder and that only whole Shares will be issued pursuant to the
exercise of any option.
Any option may be exercised by giving written notice, signed by the person
exercising the option, to the Company stating the number of Shares with respect
to which the option is being exercised, accompanied by payment in full for such
Shares, which payment may be in whole or in part (i) in cash or by check, (ii)
in shares of Common Stock already owned for at least six (6) months by the
person exercising the option, valued at fair market value at the time of such
exercise, or (iii) by delivery of a properly executed exercise notice, together
with irrevocable instructions to a broker, to properly deliver to the Company
the amount of sale or loan proceeds to pay the exercise price, all in accordance
with the regulations of the Federal Reserve Board.
TERM OF OPTIONS
Each option shall expire on the earlier of (i) ten (10) years from the date of
the granting thereof, or (ii) thirty-six (36) months after the date the optionee
ceases to be a director of the Company for any reason.
TRANSFERABILITY
During an optionee's lifetime, an option may be exercised only by the optionee.
In the event of the death of an optionee prior to the expiration of an option as
described in Section 4, such option shall be exercisable after the date of the
optionee's death for the balance of the period up to its expiration as described
in Section 4, by the legal representatives or the estate of such optionee, by
any person or persons whom the optionee shall have designated in writing on
forms prescribed by and filed with the Company or, if no such designation has
been made, by the person or persons to whom the optionee's rights have passed by
will or the laws of descent and distribution. Options granted under the Plan and
the rights and privileges conferred thereby shall not be subject to execution,
attachment or similar process and may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or otherwise) other than
by will or by the applicable laws of descent and distribution, except that the
Plan Administrator may permit a recipient of an option to designate in writing
during the optionee's lifetime a beneficiary to receive and exercise options in
the event of the optionee's death. Any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of any option under the Plan or of any right or
privilege conferred thereby, contrary to the provisions of the Plan, or the sale
or levy or any attachment or similar process upon the rights and privileges
conferred hereby, shall be null and void.
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PARTICIPANT'S OR SUCCESSOR'S RIGHTS AS STOCKHOLDER
Neither the recipient of an option under the Plan nor the optionee's
successor(s) in interest shall have any rights as a stockholder of the Company
with respect to any Shares subject to an option granted to such person until
such person becomes a holder of record of such Shares.
LIMITATION AS TO DIRECTORSHIP
Neither the Plan nor the granting of an option nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that an optionee has a right to continue as a
director for any period of time or at any particular rate of compensation.
REGULATORY APPROVAL AND COMPLIANCE
The Company shall not be required to issue any certificate or certificates for
Shares upon the exercise of an option granted under the Plan, or record as a
holder of record of Shares the name of the individual exercising an option under
the Plan, without obtaining to the complete satisfaction of the Plan
Administrator the approval of all regulatory bodies deemed necessary by the Plan
Administrator, and without complying, to the Plan Administrator's complete
satisfaction, with all rules and regulations under federal, state or local law
deemed applicable by the Plan Administrator.
CAPITAL ADJUSTMENTS
In the event of a recapitalization, stock split, stock dividend, exchange of
shares, merger, reorganization, change in corporate structure or shares of the
Company or similar event, the Board may make such adjustments as it deems
appropriate in the aggregate number and kind of shares for which options may be
granted under the Plan, the number and kind of shares covered by each
outstanding option and the exercise price per share thereof.
In the event of any adjustment in the number of shares covered by any option,
any fractional shares resulting from such adjustment shall be disregarded and
each such option shall cover only the number of full shares resulting from such
adjustment.
EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan shall be
borne by the Company; none of such expenses shall be charged to any optionee.
EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be dated as of April 19, 2000 and shall be effective upon
approval of holders of a majority of the Company's outstanding shares of voting
capital stock at the 2000 Annual Meeting. The Plan shall continue in effect
until it is terminated by action of the Board or the Company's stockholders, but
such termination shall not affect the then outstanding terms of any options.
TERMINATION AND AMENDMENT OF THE PLAN
The Board may amend, terminate or suspend the Plan at any time, in its sole and
absolute discretion; provided, however, that no such amendment, termination or
suspension may impair the rights of an optionee under any option theretofore
granted without the optionee's consent.
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