As filed with the Securities and Exchange Commission on May 2, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORYX ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Delaware 23-1743284
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
13155 Noel Road 75240-5067
Dallas, Texas (Zip Code)
(Address of Principal Executive Offices)
Oryx Energy Company Executive Variable Incentive Plan
(Full title of the plan)
Edward W. Moneypenny Copy to:
Executive Vice President, Finance, Chief Paul M. Johnston
Financial Officer, and Director Thompson & Knight,
Oryx Energy Company A Professional Corporation
13155 Noel Road 1700 Pacific Avenue, Suite 3300
Dallas, Texas 75240-5067 Dallas, Texas 75201
(Name and address of agent for service) (214) 969-1358
(214) 715-4000
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed Amount of
securities to to be offering price maximum aggregate registration
be registered registered per share (1) offering price (1) fee
Common Stock, 300,000
$1.00 par value shares (2)(3) $16.125 $4,837,500 $1,668.10
per share
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low sales
prices of the Common Stock on the New York Stock Exchange on April 29, 1996,
as reported in the April 30, 1996 edition of The Wall Street Journal.
(2) Pursuant to Rule 416, shares issuable upon any stock split, stock
dividend or similar transaction with respect to these shares are also being
registered hereunder.
(3) Includes an indeterminate number of stock purchase rights issuable
pursuant to the Registrant's Preference Share Purchase Rights Plan, which
rights will be transferable only with shares of Common Stock registered
hereunder and issued pursuant to the Registrant's Executive Variable
Incentive Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, containing the consolidated
financial statements of the Registrant and its subsidiaries
and certain supplementary data for the fiscal year ended
December 31, 1995, together with the report thereon of Coopers
& Lybrand L.L.P., independent accountants.
(2) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1995.
(3) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 10 filed on
September 20, 1988, including any amendment or report filed
for the purpose of updating such description.
(4) The description of the Registrant's stock purchase rights
(which rights are transferable only with related shares of
Common Stock) contained in the Registrant's Registration
Statement on Form 8-A filed on September 11, 1990, including
any amendment or report filed for the purpose of updating such
description.
In addition, 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 this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Under Section 145 of the
Delaware General Corporation Law, the Registrant has the power to indemnify
its directors and officers, subject to certain limitations.
Reference is made to Article VII of the Bylaws of the Registrant, which
provides for indemnification of directors and officers of the Registrant
under certain circumstances.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
the Restated Certificate of Incorporation of the Registrant limits the
personal liability of the directors of the Registrant to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty under
certain circumstances.
The Registrant maintains a directors' and officers' liability
insurance policy insuring its directors and officers against certain
liabilities and expenses incurred by them in their capacities as such and
insuring the Registrant, under certain circumstances, in the event that
indemnification payments are made by the Registrant to such directors and
officers.
The foregoing summaries are necessarily subject to the complete text
of the statute, bylaws, certificate of incorporation and insurance policy
referred to above and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
4.1 Oryx Energy Company Executive Variable Incentive Plan.
4.2 Form of Restricted Stock Agreement.
5.1 Opinion of Thompson & Knight, P.C., regarding 300,000 shares
of Common Stock.
23.1 Consent of independent accountants to incorporation of report
by reference.
23.2 Consent of counsel (included in the opinion of Thompson &
Knight, P.C., filed herewith as Exhibit 5.1).
24.1 Power of Attorney.
Item 9. Undertakings.
(a) The 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 this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represents a
fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this 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 that are incorporated
by reference in this 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) The Registrant hereby further undertakes that, 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 that is
incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising under 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 liabilities (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 the securities
being registered, the Registrant will, unless in the opinion of its
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.
<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 Dallas, State of Texas on May 2,
1996.
ORYX ENERGY COMPANY
By: /s/ EDWARD W. MONEYPENNY
-------------------------
Edward W. Moneypenny, Executive
Vice President, Finance, Chief
Financial Officer, and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Title Date
ROBERT L. KEISER * Chairman of the Board, President, and May 2, 1996
Robert L. Keiser Chief Executive Officer (principal
executive officer)
/s/ EDWARD W. MONEYPENNY Executive Vice President, Finance, May 2, 1996
Edward W. Moneypenny Chief Financial Officer (principal
financial officer), and Director
ROBERT L. THOMPSON * Comptroller and Corporate Planning May 2, 1996
Robert L. Thompson Director (principal accounting officer)
JERRY W. BOX * Executive Vice President, Chief May 2, 1996
Jerry W. Box Operating Officer and Director
WILLIAM E. BRADFORD * Director May 2, 1996
William E. Bradford
ROBERT B. GILL * Director May 2, 1996
Robert B. Gill
DAVID S. HOLLINGSWORTH * Director May 2, 1996
David S. Hollingsworth
CHARLES H. PISTOR, JR. * Director May 2, 1996
Charles H. Pistor, Jr.
PAUL R. SEEGERS * Director May 2, 1996
Paul R. Seegers
IAN L. WHITE-THOMSON * Director May 2, 1996
Ian L. White-Thomson
* By: /s/ EDWARD W. MONEYPENNY
-------------------------
Edward W. Moneypenny
Attorney-in-Fact
_______________
* A Power of Attorney authorizing Robert L. Keiser and Edward W. Moneypenny,
and each of them, to sign this Form S-8 Registration Statement on behalf of
the directors, constituting a majority of the Board of Directors, and certain
officers of Oryx Energy Company, is being filed with the Securities and
Exchange Commission.
79739 09862 CORP 114091
<PAGE>
Exhibit 4.1
ORYX ENERGY COMPANY
EXECUTIVE VARIABLE INCENTIVE PLAN ("EXECUTIVE VIP")
Effective as of January 1, 1996<PAGE>
Table of Contents
Article Description Page
Article I Purpose of the Plan . . . . . . . . . . . . . . . . . . . 1
Article II Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
Article III Eligibility . . . . . . . . . . . . . . . . . . . . . . . 4
Article IV Administration of the Plan. . . . . . . . . . . . . . . . 5
Article V Target Award Levels . . . . . . . . . . . . . . . . . . . 6
Article VI Determination of Performance Goals
and Amount of Awards. . . . . . . . . . . . . . . . . . . 6
Article VII Form and Timing of Awards . . . . . . . . . . . . . . . . 8
Article VIII Voluntary Election to Defer . . . . . . . . . . . . . . . 8
Article IX Voluntary Election to Receive Restricted Stock. . . . . . 9
Article X No Right of Employment. . . . . . . . . . . . . . . . . . 13
Article XI Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
Article I
Purpose of the Plan
The purpose of this Executive Variable Incentive Plan (hereinafter
referred to as the "Plan") for Oryx Energy Company is to provide
incentive compensation opportunities for certain executive employees
of the Company and to provide certain participants the option of taking
all or a portion of their annual incentive compensation awards in
restricted common stock of the Company. The Plan seeks to reinforce
three significant Company values: teamwork, sharing success, and the
rewarding of individual performance. It is also designed to assist in
the attraction, motivation, and retention of superior employees and
to link employees to the Company's strategic objectives and the
interests of stockholders. Each year, Participants in
the Plan will have the opportunity to earn incentive compensation
awards based upon the attainment of specific Performance Goals
established at the beginning of each Plan Year by
the Compensation Committee of the Board of Directors.
Article II
Definitions
When used in the Plan, the following terms shall have the following meanings:
2.1 Base Salary means the annualized weekly base salary in effect as of
the last pay period ending during the Plan Year as reflected in
the personnel records of the Company.
2.2 Board of Directors means the Board of Directors of the Company.
2.3 Common Stock means the common stock, par value $1.00 per share,
of the Company or any stock or other securities of the Company
hereafter issued or issuable in substitution or exchange for
the Common Stock.
2.4 Company means Oryx Energy Company.
2.5 Compensation Committee means the Compensation Committee of
the Board of Directors, which will have the overall
responsibility for administering the Plan.
2.6 Corporate Change: A "Corporate Change" shall be deemed to
have occurred for the purposes of Article IX hereof upon
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger, or consolidation of the
Company with one or more corporations (other than a merger
or consolidation effecting a reincorporation of the
Company in another state or any other merger or consolidation
in which the shareholders of the surviving corporation and
their proportionate interests therein immediately after the
merger or consolidation are substantially identical to the
shareholders of the Company and their proportionate interests
therein immediately prior to the merger or consolidation);
(iii) the sale of all or substantially all of the
assets of the Company; or (iv) the occurrence of a Change
in Control. A "Change in Control" shall be deemed to have
occurred for purposes of Article IX hereof if (a)
individuals who were directors of the Company immediately
prior to a Control Transaction shall cease, within two
years of such Control Transaction, to constitute a
majority of the Board of Directors of the Company (or of
the Board of Directors of any successor to the Company or
to a company which has acquired all or substantially
all of its assets) or (b) any entity, person, or Group
acquires shares of the Company in a transaction or series
of transactions that result in such entity, person, or Group
directly or indirectly owning beneficially 50% or more of
the outstanding shares of Common Stock of the Company.
As used herein, "Control Transaction" shall be (a)
any tender offer for or acquisition of capital stock of
the Company, (b) any merger or consolidation of the
Company, (c) any contested election of directors of the Company,
or (d) any combination of the foregoing, any one of which
results in a change in voting power sufficient to elect
a majority of the Board of Directors of the Company.
As used herein, "Group" shall mean persons who act "in
concert" as described in Sections 13(d)(3) and/or 14(d)(2)
of the Securities Exchange Act of 1934, as amended.
2.7 Disability: For purposes of Articles III and IX hereof, the
"Disability" of a Participant shall be deemed to have
occurred if, in the good faith judgment of the
Compensation Committee, the Participant shall become unable
to continue the proper performance of his or her duties as
an employee of the Company or a subsidiary thereof on a
full-time basis as a result of his or her physical or mental
incapacity.
2.8 Executive Deferred Compensation Plan means the nonqualified
deferred compensation plan of the Company in which certain
executive employees of the Company may voluntarily elect to
participate by deferring their cash awards earned pursuant
to the Plan as set forth in Article VIII hereof.
2.9 Fair Market Value means the average of the reported high and
low sales prices of the Common Stock (rounded up to the
nearest one-eighth of a dollar) on the date Fair
Market Value is to be determined (or if there was no reported
sale on such date, the next preceding date on which any
reported sale occurred) on the New York Stock
Exchange (or, if the Common Stock is not then listed or
admitted to trading on such exchange, on the principal
exchange or in such other principal market on which the
Common Stock is then listed or admitted to trading).
2.10 Just Cause means willful misconduct or dishonesty by the
Participant, conviction of the Participant for a felony
or failure by the Participant to contest prosecution for a
felony, or excessive absenteeism on the part of the Participant
not related to illness.
2.11 Participant means any employee of the Company or any
subsidiary thereof who is described as eligible to
participate in the Plan as set forth in Article III hereof.
2.12 Performance Goals mean the performance goals established
each year pursuant to the Plan upon which performance will
be measured.
2.13 Plan means the Executive Variable Incentive Plan of Oryx
Energy Company, effective as of January 1, 1996, as described
herein.
2.14 Plan Year means the performance period of the Plan, commencing
on January 1 and ending December 31 each year, commensurate
with the Company's fiscal year.
2.15 Restricted Stock means Common Stock issued pursuant to, and
with such restrictions as are imposed by, Article IX hereof.
2.16 Retirement: For purposes of Articles III and IX hereof,
the term "Retirement" shall mean a termination of employment
with the Company or a subsidiary thereof by
reason of retirement either (i) on a voluntary basis by
a Participant who is at least 60 years of age or (ii) with
the written consent of the Compensation Committee in its
sole discretion (in the case of the retirement of the Chief
Executive Officer of the Company) or with the written consent
of the Chief Executive Officer of the Company
in his sole discretion (in the case of the retirement of any
other Participant). The preceding provisions of this Section
to the contrary notwithstanding, at any time prior
to one year preceding the date on which a Participant attains
age 60, a Participant may make a written irrevocable election
to defer his or her voluntary retirement age
set forth in clause (i) to age 61 or such later age the
Participant may designate in such election. In addition,
any Participant who makes such an election may make a
subsequent written irrevocable election to further defer his
or her voluntary retirement age to any age at least one year
older than the age previously designated provided that
such election must be made at least one year prior to the
attainment of the previously elected voluntary retirement age.
2.17 Target means the level of performance that is judged to be
acceptable or standard for which 100% of the award will be
paid for attainment of that performance objective.
2.18 Target Award Level means the percentage of Base Salary that
may be earned by each Participant based upon the attainment
of the Target (100%) level of performance.
2.19 Threshold means the level of performance that is judged to
be the minimum acceptable for which some percentage, less
than 100%, of the award will be paid for attainment of
that performance objective.
Article III
Eligibility
3.1 Subject to the provisions of this Article III, only those
employees of the Company or a subsidiary thereof who are
"officers" of the Company as defined in Rule 16a-1(f)
promulgated by the Securities and Exchange Commission
under Section 16 of the Securities Exchange Act of 1934,
as amended, are eligible to participate in this Plan
and only those so eligible who are designated by the
Compensation Committee as "Participants" in the Plan
for any Plan Year will participate in the Plan for such Plan
Year.
3.2 An employee must be on the regular payroll (including
approved annual vacation leave) as of December 31 of
the Plan Year and have at least 26 completed weeks of
active service during the Plan Year in order to be
eligible to receive an award pursuant to the Plan for
such Plan Year. Any employee who satisfies the criteria
for receiving an award pursuant to the Plan for a Plan
Year but who had fewer than 52 completed weeks of active
service during the Plan Year shall have his or her award
pro-rated based on his or her number of completed weeks of
active service during the Plan Year. An employee whose
employment terminates during the Plan Year for any
reason other than those reasons set forth in Section 3.4
hereof is not eligible to receive an award pursuant to
the Plan for such Plan Year.
3.3 Any provision of the Plan to the contrary notwithstanding:
(i) for purposes of determining an employee's completed
weeks of active service during a Plan Year
under this Article III, any period of approved annual
vacation leave, and any period of a leave of absence
(whether paid or unpaid) to which the employee is entitled
pursuant to the Family and Medical Leave Act, shall be
included as active service for such Plan Year; (ii)
for purposes of determining whether an employee is on the
regular payroll as of December 31 of a Plan Year under
this Article III, an employee on a leave of absence as
of December 31 of a Plan Year (whether paid or unpaid) to
which the employee is entitled pursuant to the Family
and Medical Leave Act shall be deemed to be on the regular
payroll as of such date; and (iii) for purposes of
determining whether an employee is on the regular payroll
as of December 31 of a Plan Year under this Article III,
an employee receiving benefits pursuant to the
Company's Short-Term Disability Program or Long-Term Disability
Plan shall be deemed to be on the regular payroll as of
such date if such employee had at least 26
completed weeks of active service during the Plan Year.
3.4 Any Participant whose employment terminates during a Plan
Year (but prior to December 31 of such Plan Year) due to
Disability, Retirement or death shall be
eligible for a pro rata award for the Plan Year based on
the number of his or her completed weeks of active service
during the Plan Year, provided such Participant has
accumulated at least 26 completed weeks of active service
in the Plan Year. In the event of an employee's death,
the designated beneficiary of the employee under the
Plan shall be the same as his or her designated beneficiary
under the Company's Death Benefit Plan.
Article IV
Administration of the Plan
4.1 The Plan shall be administered by the Compensation Committee.
Subject to the express provisions of the Plan, the
Compensation Committee shall have the right and
authority, in its sole and absolute discretion, (a)
to adopt, amend, or rescind administrative and interpretive
rules and regulations relating to the Plan; (b) to
construe the Plan; (c) to make all other determinations
necessary or advisable for administering the Plan; (d)
to determine the terms and provisions of the respective
agreements (which need not be identical) relating to the
award of shares of Restricted Stock pursuant to Article IX
hereof; (e) to construe such agreements; and (f) to
exercise the powers conferred on the Compensation Committee
under the Plan. The Compensation Committee may correct any
defect or supply any omission or reconcile
any inconsistency in the Plan in the manner and to
the extent it shall deem expedient to carry it into effect,
and it shall be the sole and final judge of such expediency.
The determinations of the Compensation Committee on the
matters referred to in this Section 4.1 shall be final and conclusive.
4.2 Subject to the express provisions of the Plan, the Compensation
Committee shall have the exclusive authority to amend, modify,
suspend, or terminate the Plan at any time;
provided, however, that no amendment, modification, suspension
or termination of the Plan shall in any manner adversely affect
the right of any Participant to receive any amount to which such
Participant has become entitled prior to such amendment,
modification, suspension or termination.
4.3 At the beginning of the Plan Year, the Chief Executive Officer
of the Company shall make recommendations to the Compensation
Committee regarding Performance Goals and the respective
Threshold and Target levels of performance associated with each.
Within the first 90 days of the Plan Year the Compensation Committee
will review the recommendations of the Chief Executive Officer
and approve or modify the recommendations as presented. In
addition, as provided in more detail in Articles V
and VI hereof, at the completion of the Plan Year, the
Compensation Committee shall review and certify the Plan award
levels based upon actual performance during the
Plan Year, and may exercise discretion in approving the award for
any Participant such that the Compensation Committee may reduce
(but may not increase) any or all of a Participant's award
otherwise determined in accordance with the formula set
forth in this Plan and the performance results for such Plan Year.
The Compensation Committee may, in its discretion, design the
award levels and performance goals for any Plan Year for any
individual or group of individuals in a manner which will
except any compensation paid to any such individual or group
from the deduction limitations of Section 162(m) of the Internal
Revenue Code of 1986, but the Compensation Committee is not
obligated to do so.
Article V
Target Award Levels
5.1 Participants in the Plan shall have Target Award Levels expressed
as a percentage, not to exceed 100%, of their respective Base
Salaries during the Plan Year. The Target Award Levels for a
Plan Year will be established for each Participant by the
Compensation Committee within the first 90 days of the Plan Year.
Article VI
Determination of Performance Goals and Amount of Awards
6.1 Within the first 90 days of each Plan Year, the Compensation
Committee shall establish the Performance Goals which shall
provide the basis for calculating the annual incentive
compensation award for Participants for such Plan Year. The
Performance Goals established by the Compensation Committee
for a Plan Year may be based on stock price, cash flows,
net income, operating income, expense levels,
debt balance, debt ratings, total shareholder return,
return on investment, return on equity, economic value added,
production volumes, reserve additions, profit or cost
per equivalent barrel, earnings per share, net asset value per
share, or such other goals as the Compensation Committee may
determine appropriate for a Plan Year. The Performance Goals
may be based on the performance of the Company generally,
in the absolute or in relation to its peers, or the
performance of a particular employee, division, department,
branch, subsidiary or other unit to which a particular employee
is assigned. In establishing the Performance Goals for the
applicable Plan Year, the Compensation Committee may establish
different Performance Goals for individual Participants or groups
of Participants. Each Performance Goal will be weighted to
reflect its relative performance to the Company's strategic business
plans for the Plan Year. The sum of the weightings of the
Performance Goals at the Target level for particular Participants
or groups of Participants will equal 100% for the Plan Year.
Each Performance Goal will have stated Threshold and Target
levels of performance which will provide a range of award
possibilities.
6.2 As of the end of each Plan Year, a performance score will be
determined by the Compensation Committee for each Performance
Goal wherein achievement will be based upon actual performance
compared to the Threshold and Target levels of performance.
The Compensation Committee shall certify the degree of achievement
of each Performance Goal based upon the actual performance
results for the Plan Year. The results of the Performance
Goals will be summed to determine the basis for the annual
incentive compensation award for the Participant or group of
Participants to which they apply, which sum may exceed 100%.
6.3 As of the end of the Plan Year, a Participant's incentive
compensation award based upon attainment of Performance
Goals for the Plan Year shall be calculated by
multiplying such Participant's Base Salary by the
Participant's Target Award Level for such Plan Year.
The result shall then be multiplied by the performance score
applicable to such Participant as determined by the
Compensation Committee for such Plan Year in accordance with
Section 6.2 hereof. After such amount is determined,
the Compensation Committee may, in its sole discretion,
reduce or eliminate (but may not increase) the amount of
the award for a particular Participant based upon such
factors as the Compensation Committee may determine to be
relevant, including but not limited to such Participant's
individual performance, but also shall take into
consideration reliance placed on the Plan by the
Participant in rendering performance during the Plan Year.
Any provision of this Plan to the contrary notwithstanding, the
maximum incentive compensation award based upon attainment
of Performance Goals that may be payable to any Participant
for a Plan Year calculated as described above
shall be 200% of his or her annualized weekly base salary
in effect as of the first pay period ending during the Plan
Year to which the award relates.
6.4 In addition to the incentive compensation awards based upon
attainment of Performance Goals as set forth above, the
Compensation Committee may, in its sole discretion, grant ad
hoc incentive compensation awards to any Participant or group of
Participants in such amount or amounts as it shall determine
to be appropriate based upon such factors as it shall deem
to be relevant. Any such ad hoc incentive compensation awards
shall be determined and granted by the Compensation
Committee after the Plan Year to which the award relates
but prior to April 30 following the end of such Plan Year.
Article VII
Form and Timing of Awards
7.1 Incentive compensation awards under the Plan may be paid in cash
or shares of Common Stock, or in any combination thereof, at the
discretion of the Compensation Committee. Awards so paid in
Common Stock shall be valued based on the Fair Market Value of
the Common Stock as of the first business day following the
completion of the Plan Year. The manner of payment will be
at the discretion of the Compensation Committee. Awards shall
be paid by April 30 following the completion of the Plan Year.
Awards shall be subject to the normal rules and regulations
regarding the withholding for taxes and other deductions,
if any, as may be in effect from time to time.
7.2 Certain Participants may elect to have their cash
incentive compensation awards earned under the Plan (a)
deferred in accordance with the provisions of Article VIII
hereof or (b) paid to them in shares of Restricted Stock
in accordance with the provisions of Article IX hereof.
Article VIII
Voluntary Election to Defer
8.1 Participants eligible to participate in the Executive Deferred
Compensation Plan may elect to defer their cash incentive
compensation awards pursuant to the Plan by their
voluntary election to participate in the Executive Deferred
Compensation Plan. Based upon the terms and provisions
of the Executive Deferred Compensation Plan, certain
Participants may irrevocably elect to defer the receipt of
all or a portion of their earned cash incentive compensation
awards to a specified future date such as
retirement. The election to participate in the Executive
Deferred Compensation Plan must be made in writing and
submitted to the Company's Human Resources
Department before the commencement of the Plan Year.
Article IX
Voluntary Election to Receive Restricted Stock
9.1 Subject to the provisions of this Article IX, eligible
Participants may elect to have their cash incentive
compensation awards earned under the Plan for any Plan Year
paid to them in shares of Restricted Stock. An election
made by an eligible Participant pursuant to this Article
IX (a) may be made only as to increments of 25%,
50%, 75%, or 100% of the Participant's cash incentive
compensation award, (b) must be made in writing on a
form approved for this purpose by the Compensation
Committee and submitted to the Company's Human Resources
Department on or before March 1 of the Plan Year in
respect of which the award is earned (or on or
before such later date as the Compensation Committee
may approve), and (c) shall be irrevocable. The
elections provided for under this Article IX are
hereinafter referred to as "Restricted Stock Elections".
The payment of shares of Restricted Stock
pursuant to this Article IX shall be subject to the
approval of the Compensation Committee, which shall
have the discretion to cause the Company to settle
all or any part of the Company's payment obligation
under a Restricted Stock Election by the
payment to the Participant of his or her cash incentive
compensation award in lieu of the shares of Restricted
Stock the Company would otherwise be obligated to deliver.
9.2 Prior to February 15 of each Plan Year, the Compensation
Committee shall designate the Participants or class or
classes of Participants (if any) who shall be eligible to
make Restricted Stock Elections with respect to awards
earned under the Plan for such Plan Year. Such
determinations shall be in the sole discretion of the
Compensation Committee. A Participant who has made a
Restricted Stock Election shall be eligible to receive
shares of Restricted Stock pursuant thereto only if such
Participant is an employee of the Company or a subsidiary
thereof on the date that such shares are issued. If the
Participant is not so employed, then the Participant's
prior election to receive shares of Restricted Stock in
lieu of all or part of his or her cash incentive
compensation award for such Plan Year shall be void.
9.3 The total number of shares of Restricted Stock to be
paid to a Participant who has made a Restricted Stock
Election shall be determined by dividing
(x) the product obtained (the "Subject Amount")
by multiplying (i) the amount of the Participant's
cash incentive compensation award earned
under the Plan for the Plan Year times (ii)
the percentage of such amount that the
Participant elected to have paid in shares of Restricted
Stock pursuant to his or her Restricted Stock Election,
by
(y) the Fair Market Value of the Common Stock as of the first
business day following the completion of the Plan Year.
In determining the number of shares of Restricted Stock to be
paid to a Participant, the Compensation Committee may, in its
discretion, increase the value of such Participant's Subject
Amount by multiplying it by a factor, which shall not be greater
than 150%, as determined by the Compensation Committee.
The factor shall be established by the Compensation Committee
prior to February 15 of the Plan Year and shall be that rate
which the Compensation Committee, in its sole discretion,
determines to be appropriate for such Plan Year to reflect
the Participant's election to forego cash compensation in
exchange for shares of Restricted Stock. No fractional
shares of Common Stock shall be issued pursuant to this
Section 9.3; instead, the Company shall pay to the Participant
the amount of his or her cash incentive compensation award not
converted into whole shares of Restricted Stock pursuant to
this Section 9.3.
9.4 All shares of Restricted Stock issued to Participants pursuant
to this Article IX with respect to a Plan Year shall be subject
to a restricted period (the "Restricted Period"),
the duration of which shall be determined by the Compensation
Committee in its sole discretion prior to February 15 of such
Plan Year. The Restricted Period for shares of Restricted Stock
issued to a Participant shall commence on the first business day
following completion of the Plan Year. Shares of Restricted
Stock issued to a Participant pursuant to this Article IX
shall be forfeited to the Company at no cost to
the Company if the Participant's employment with the Company
or a subsidiary of the Company terminates prior to the
expiration or termination of the Restricted Period
applicable to such shares; provided, however, that the shares
of Restricted Stock shall become fully vested and the
Restricted Period shall terminate upon (a) the
Participant's termination of employment during the Restricted
Period due to death, Disability, or Retirement, (b) the
involuntary termination of the Participant's
employment with the Company and its subsidiaries by action
of the Company (or its subsidiary, with respect to a
Participant employed by a subsidiary of the Company)
during the Restricted Period for reasons other than Just Cause,
or (c) the occurrence of a Corporate Change during the
Restricted Period. Unless and until shares of
Restricted Stock are delivered to the Participant upon
vesting, the shares of Restricted Stock shall not be sold,
assigned, transferred, discounted, exchanged, pledged, or
otherwise encumbered or disposed of by the Participant in
any manner. The Compensation Committee may from time to
time, in its discretion, and subject to such terms and
conditions as the Compensation Committee may prescribe,
grant to Participants to whom shares of Restricted Stock
have been issued pursuant to this Article IX the right
to extend the Restricted Period applicable to such shares
for an additional period of time or until the occurrence of
a specified event or events, in which case such shares shall
remain subject to the restrictions of this Article IX for
the period of such extension.
9.5 The Company shall issue, in the name of each Participant
to whom shares of Restricted Stock have become payable
pursuant to this Article IX (or, at the option of
the Company, in the name of a nominee of the Company),
stock certificates representing the total number of
shares of Restricted Stock to be paid to the
Participant with respect to a Plan Year, as soon as
reasonably practicable after the date on which the
Compensation Committee approves, certifies and announces the
awards for such Plan Year. The Company or its agent,
at the direction of the Compensation Committee, shall
hold such certificates, together with stock powers and
any other instrument of transfer reasonably requested
by the Company duly endorsed in blank, for the
Participant's benefit until such time as the shares
of Restricted Stock represented by such certificates
are forfeited to the Company or the restrictions
thereon terminate.
9.6 Upon the issuance of a certificate representing shares
of Restricted Stock to a Participant, the Participant
shall become the owner thereof for all purposes and shall
have all rights as a stockholder, including voting rights
and the right to receive dividends and distributions, with
respect to such shares, subject to the provisions of
this Article IX. If the Company shall pay or declare a
dividend or make a distribution of any kind, whether due
to a reorganization, recapitalization, or
otherwise, with respect to the shares of Common Stock
constituting the shares of Restricted Stock, then the
Company shall pay or make such dividend or other
distribution with respect to the shares of Restricted
Stock; provided, however, that the cash, stock or other
securities and other property constituting such dividend
or other distribution shall be held by the Company subject
to the restrictions applicable to the shares of Restricted
Stock until the shares with respect to which such dividend
or other distribution was paid or made are either vested
or forfeited. If any shares of Restricted Stock with
respect to which such dividend or distribution was paid
or made do not vest but instead are forfeited pursuant
to the provisions hereof, then the Participant shall
not be entitled to receive such dividend or distribution
with respect to such forfeited shares and such dividend
or distribution with respect to such forfeited
shares shall likewise be forfeited and automatically
transferred to and reacquired by the Company. If any
shares of Restricted Stock with respect to which such dividend
or distribution was paid or made become vested pursuant to
the provisions hereof, then the Participant shall be
entitled to receive such dividend or distribution with
respect to such vested shares, without interest, and
such dividend or distribution with respect to such vested
shares shall likewise be delivered to the Participant.
9.7 If any of the following events shall occur at any time
while shares of Restricted Stock are outstanding and
prior to the vesting or forfeiture thereof, the following
adjustments shall be made in the number of shares of
Common Stock then constituting such shares of Restricted
Stock, as appropriate:
(a) If the Company pays a dividend on its outstanding
shares of Common Stock in shares of Common Stock
or subdivides its outstanding shares
of Common Stock into a greater number of shares
of Common Stock, the number of shares of Common
Stock then constituting the shares of
Restricted Stock shall be proportionately
increased. Conversely, if the outstanding shares
of Common Stock are combined into a smaller
number of shares of Common Stock, the number of
shares of Common Stock then constituting the
shares of Restricted Stock shall be
proportionately reduced. An adjustment made
pursuant to this Section 9.7(a) shall become
effective as of the record date in the case
of a dividend and shall become effective
immediately after the effective date in the
case of a subdivision or combination.
(b) In case of any recapitalization or
reclassification of the Common Stock, or any
merger or consolidation of the Company with or
into one or more other corporations, or any
sale of all or substantially all the assets
of the Company, as a result of which the holders
of Common Stock receive other stock, securities,
or property in lieu of or in addition to,
but on account of, their shares of Common Stock,
(A) such other stock, securities, or property
allocable (as provided in clause (B) below) to the
shares of Common Stock then constituting the
shares of Restricted Stock shall be paid and
delivered with respect to such shares of
Restricted Stock, subject to the same
restrictions applicable to such
Restricted Stock, and (B) the Company shall
make or cause to be made lawful and adequate
provision whereby, upon the vesting of the shares
of Restricted Stock after the record date for
the determination of the holders of Common
Stock entitled to receive such other stock,
securities, or property, the Participant shall
receive, in lieu of or in addition to the
shares of Restricted Stock that have vested, as
the case may be, the shares of stock, securities,
or property that would have been allocable to
such shares of Restricted Stock had such shares
vested immediately prior to such record date.
The subdivision or combination of shares of
Common Stock at any time outstanding into a greater or
smaller number of shares of Common Stock shall not
be deemed to be a recapitalization or
reclassification of the Common Stock for the
purposes of this Section 9.7(b).
9.8 Upon the expiration or termination of the Restricted Period
applicable to shares of Restricted Stock, the restrictions
applicable to the shares of Restricted Stock that have
not theretofore been forfeited shall terminate, and as
soon as practicable thereafter a stock certificate for the
number of shares of Restricted Stock with respect to which
the restrictions have terminated, together with any dividends
or other distributions with respect to such shares then
being held by the Company pursuant to the provisions of
this Article IX, shall be delivered, free of all such
restrictions, to the Participant or the Participant's
beneficiary or estate, as the case may be.
9.9 Each recipient of shares of Restricted Stock pursuant
to this Article IX shall, as a condition precedent to
the issuance of such shares to or on behalf of such person,
enter into an agreement with the Company, in such form
as the Compensation Committee shall prescribe and which
is consistent with the provisions of the Plan,
setting forth or incorporating the restrictions, terms,
and conditions of the award of Restricted Stock. An
agreement may contain such provisions as the Compensation
Committee deems appropriate to enable the Company or
its appropriate affiliate to satisfy its federal and
any applicable state and local tax withholding obligations,
including provisions permitting the Company, upon the
vesting of shares of Restricted Stock, to withhold
delivery of shares of Restricted Stock or accept
delivery of other shares of Common Stock owned by
the Participant to satisfy such tax withholding
obligations. In the event of any inconsistency between
the provisions of the Plan and any such agreement, the
provisions of the Plan shall govern.
9.10 Notwithstanding anything contained in the Plan to
the contrary, the Compensation Committee shall have
the right to cancel all or any portion of any outstanding
restrictions prior to the expiration or termination
of such restrictions with respect to any or all shares
of Restricted Stock on such terms and conditions as the
Compensation Committee may, in writing, deem appropriate.
Article X
No Right of Employment
10.1 Nothing in the Plan, including the employee's eligibility
for participation in the Plan, will infer any right of
employment by the Company or any subsidiary thereof to such
employee.
Article XI
Miscellaneous
11.1 The total number of shares of Common Stock that may be
issued, transferred, or awarded pursuant to Section 7.1
or Article IX of the Plan shall not exceed a
maximum of 300,000 in the aggregate. In the event
the Company shall effect a split of the Common Stock
or a dividend payable in Common Stock, or in the event the
outstanding Common Stock shall be combined into a smaller
number of shares, the maximum number of shares that may
be issued or awarded under the Plan shall be
increased or decreased proportionately. Shares that have
been previously delivered to a Participant as Restricted
Stock that have since been forfeited shall be available for
further issuance or award under the Plan. Shares of Common
Stock issued pursuant to the Plan may be shares of original
issuance or treasury shares or a combination of
the foregoing, as the Compensation Committee, in its
discretion, shall from time to time determine.
11.2 Subject to the provisions of Article IX hereof, a
Participant shall not have the right to anticipate,
alienate, sell, transfer, assign, pledge, or
encumber his or her right to receive any award
made under the Plan.
11.3 No Participant shall have any lien on any assets
of the Company or any subsidiary thereof by reason
of any rights to any award made under the Plan.
11.4 No member of the Compensation Committee shall be liable for
any act, omission, or determination taken or made in good
faith with respect to the Plan or any awards
made hereunder; and the members of the Compensation
Committee shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss,
damage, or expenses (including counsel fees) arising
therefrom to the full extent permitted by law and under
any directors' and officers' liability or similar insurance
coverage that may be in effect from time to time.
11.5 The adoption of the Plan or any modification or amendment
hereof does not imply any commitment to continue or adopt the
same plan, or any modification hereof, or any other plan for
incentive compensation for any succeeding year, provided that no
termination, modification or amendment of the Plan shall
adversely affect the right of any Participant to receive any
amount to which such Participant has become entitled
prior to such termination, modification, or amendment.
11.6 The laws of the State of Texas shall govern the Plan.
11.7 The Plan shall be binding on the successors of the Company.
11.8 The Plan shall be deemed adopted by the Board of Directors
as of January 1, 1996. The Plan shall be deemed effective as
of the date of its adoption by the Board of Directors,
provided it is duly approved by the holders of a majority of
the shares of Common Stock present, or represented, and
entitled to vote at the 1996 annual meeting of stockholders
of the Company. If the Plan is not approved by the stockholders,
the Plan shall terminate and all actions taken hereunder shall
be null and void.
IN WITNESS WHEREOF, Oryx Energy Company has caused this Plan to be
executed by its duly authorized representative this _____ day
of ______________, 1996.
ORYX ENERGY COMPANY
By:
ATTEST:
By:
Title:
<PAGE>
Exhibit 4.2
ORYX ENERGY COMPANY
EXECUTIVE VARIABLE INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, made as of the ______ day of , 199__,
by and between ORYX ENERGY COMPANY, a Delaware corporation (the "Company"),
and ____________________________________ ("Executive");
W I T N E S S E T H:
WHEREAS, Executive has elected to have a cash incentive compensation
award earned by Executive under the Oryx Energy Company Executive Variable
Incentive Plan (the "Plan") paid to Executive in shares of restricted stock
of the Company; and
WHEREAS, pursuant to the Plan, the Company and Executive are entering
into this Agreement for the purpose of evidencing the payment of such award
to Executive in restricted stock and the payment of any additional awards to
Executive in restricted stock that may be made under the Plan in the future;
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements herein contained, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. Plan Provisions. Capitalized terms used and not otherwise defined
herein shall have the respective meanings given such terms in the Plan. By
execution of this Agreement, Executive agrees that the Restricted Stock
covered hereby shall be governed by and subject to all applicable provisions
of the Plan. This Agreement is subject to the Plan, and the Plan shall
govern where there is any inconsistency between the Plan and this Agreement.
2. Restricted Stock.
(a) This Agreement covers all shares of Restricted Stock issued by the
Company to Executive pursuant to the Plan (each such issuance is herein called
an "Award"). The number of shares of Restricted Stock of each Award covered
hereby, the date of issuance of such shares (the "Issue Date"), the Plan Year
with respect to which such shares were issued, and the Restricted Period
applicable to such shares, including the date on which such Restricted Period
is scheduled to terminate (the "Scheduled Termination Date"), are set forth
on Exhibit A attached hereto. Whenever (i) an Award of shares of Restricted
Stock is made to Executive after the date of this Agreement, (ii) the
Restricted Period and Scheduled Termination Date applicable to any shares of
Restricted Stock covered hereby are extended, or (iii) any shares of
Restricted Stock covered hereby vest or are forfeited (a "Subsequent Event"),
the Company shall prepare, sign, and deliver to Executive a new Exhibit A to
this Agreement, which shall restate the information contained in the Exhibit
A then in effect, as amended to reflect the Subsequent Event. Such Exhibit
A, as amended and restated, shall be attached to each executed counterpart of
this Agreement and shall supersede the Exhibit A then in effect. Unless and
until the shares of Restricted Stock covered hereby are delivered to
Executive upon vesting, the Restricted Stock shall not be sold, assigned,
transferred, discounted, exchanged, pledged, or otherwise encumbered or
disposed of by Executive in any manner.
(b) With respect to each Award of shares of Restricted Stock to
Executive, Executive shall have the right, at any time and from time to time,
to extend the Restricted Period applicable to such shares so that such
Restricted Period terminates at midnight on the third anniversary of the
Renewal Date (as defined below), provided that Executive notifies the
Company in writing of such extension prior to the Anniversary Date
(as defined below) immediately preceding the Anniversary Date on which the
then current Restricted Period is scheduled to terminate. All notices of
extension of the Restricted Period given by Executive hereunder shall be
irrevocable. Each extension of the Restricted Period of an Award pursuant
to this Paragraph 2(b) shall be effective with respect to all (and not less
than all) the shares of Restricted Stock covered by such Award. As used
herein, (i) the term "Renewal Date" means the Anniversary Date next following
the date that notice of extension of the Restricted Period is given by
Executive hereunder and (ii) the term "Anniversary Date" means the
Anniversary Date set forth on Exhibit A hereto of the shares of Restricted
Stock whose Restricted Period is being extended.
3. Withholding Taxes.
(a) With respect to each Award of shares of Restricted Stock to
Executive, Executive may elect, within 30 days of the Issue Date of such
shares and on notice to the Company, to realize income for federal income
tax purposes equal to the fair market value of the shares on the Issue Date.
In such event, Executive shall make arrangements satisfactory to the
Compensation Committee to pay in the year of the Award any federal, state,
or local taxes required to be withheld with respect to such shares. If
Executive fails to make such payments, the Company and its subsidiaries
shall, to the extent permitted by law, have the right to deduct in the year
of the Award any federal, state, or local taxes of any kind required by law
to be withheld with respect to such shares.
(b) (i) No later than the date of the termination of the
restrictions on any of the shares of Restricted Stock covered hereby,
Executive will pay to the Company or its subsidiaries, or make arrangements
satisfactory to the Compensation Committee regarding payment of, any federal,
state, or local taxes of any kind required by law to be withheld with
respect to the shares of Restricted Stock with respect to which such
restrictions have terminated.
(ii) Executive shall, to the extent permitted by law, have the
right to deliver to the Company or its subsidiaries shares of Restricted
Stock to which Executive shall be entitled upon the vesting thereof (or
other unrestricted shares of Common Stock owned by Executive), valued at
the fair market value of such shares at the time of such delivery to the
Company or its subsidiaries, to satisfy the obligation of Executive under
Section 3(b)(i) hereof.
(iii) If Executive does not otherwise satisfy the obligation of
Executive under Section 3(b)(i) hereof, then the Company and its
subsidiaries shall, to the extent permitted by law, have the right to deduct
from any payments of any kind otherwise due to Executive any federal, state,
or local taxes of any kind required by law to be withheld with respect to
the shares of Restricted Stock with respect to which the restrictions on
the Restricted Stock have terminated.
4. Legend. Each certificate representing shares of Restricted Stock
covered hereby shall conspicuously set forth on the face or back thereof, in
addition to any legends required by applicable law or other agreement, a
legend in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ASSIGNED AND
TRANSFERRED TO THE RECORD HOLDER HEREOF PURSUANT TO THE TERMS OF THE
ORYX ENERGY COMPANY EXECUTIVE VARIABLE INCENTIVE PLAN AND MAY NOT BE
SOLD, ASSIGNED, TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED, OR
OTHERWISE ENCUMBERED OR DISPOSED OF IN ANY MANNER EXCEPT AS SET FORTH
IN THE TERMS OF THE AGREEMENT EMBODYING THE AWARD OF SUCH SHARES
DATED __________________, 199___. A COPY OF SUCH PLAN AND AGREEMENT
IS ON FILE IN THE OFFICES OF THE CORPORATION.
5. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas, without
regard to the principles of conflicts of laws thereof.
6. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, successors, and permitted assigns; provided, however, that
Executive shall not assign or otherwise transfer this Agreement or any of
Executive's rights or obligations hereunder.
7. Entire Agreement; Amendment. This Agreement, together with
Exhibit A hereto and any other writings referred to herein or delivered
pursuant hereto, constitute the entire agreement between the parties hereto
with respect to the subject matter hereof and supersede all prior agreements
and understandings, whether written or oral, between the parties with respect
to the subject matter hereof. To the fullest extent provided by applicable
law, this Agreement may be amended, modified, and supplemented by mutual
consent of the parties hereto at any time, with respect to any of the terms
contained herein, in such manner as may be agreed upon in writing by such
parties.
8. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given:
(a) If to the Company, when delivered by hand or on the third business
day after being deposited in the United States mail (certified mail with
postage prepaid) to:
(i) by hand delivery:
Oryx Energy Company
13155 Noel Road
Dallas, Texas 75240-5067
Attention: Vice President - Human Resources and
Administration
-or-
(ii) by mail:
Oryx Energy Company
P.O. Box 2880
Dallas, Texas 75221-2880
Attention: Vice President - Human Resources and
Administration
(b) If to Executive, when delivered by hand or on the third business day
after being deposited in the United States mail (certified mail with postage
prepaid) to the address for Executive contained in the Company's records.
Either party may at any time give to the other notice in writing of any
change of address of the party giving such notice and from and after the
giving of such notice the address or addresses therein specified will be
deemed to be the address of such party for the purposes of giving notice
hereunder.
9. Counterparts. This Agreement may be executed by the parties hereto
in any number of counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same agreement. Each
counterpart may consist of a number of copies hereof each signed by less
than all, but together signed by all, the parties hereto.
IN WITNESS WHEREOF, the Company and Executive have executed this
Agreement as of the date first above written.
ORYX ENERGY COMPANY
By:
Name:
Title:
[Name of Executive]
Restricted Stock Agreement
for Executive VIP
79739 06495 CORP 116269
<PAGE>
[As amended and
restated effective
_________, 199___]
EXHIBIT A
RESTRICTED STOCK AWARDS
Number of
Shares of
Restricted Certificate Anniversary
Award Stock Number Issue Date Plan Year Date
1.
2.
3.
4.
5.
Duration of Scheduled
Restricted Termination Vested/
Period Date Forfeited
1.
2.
3.
4.
5.
Acknowledged by:
ORYX ENERGY COMPANY
By:
Name:
Title:
Exhibit A to
Restricted Stock Agreement
for Executive VIP
79739 06495 CORP 116269
<PAGE>
Exhibit 5.1
May 2, 1996
Oryx Energy Company
13155 Noel Road
Dallas, Texas 75240-5067
Re: Form S-8 Registration Statement - Executive Variable Incentive Plan
Gentlemen:
We have acted as counsel for Oryx Energy Company, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of 300,000 shares of the Company's
Common Stock, par value $1.00 per share (the "Shares"), for issuance and
sale pursuant to the Company's Executive Variable Incentive Plan
(the "Plan"). We have participated in the preparation of the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission relating to the
registration of the Shares under the 1933 Act.
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of the
Plan, the Registration Statement and such corporate records of the Company,
certificates of public officials and officers of the Company
and other instruments and documents as we have deemed necessary as a
basis for the opinion hereinafter expressed. As to various questions of
fact material to such opinion, we have, where relevant facts were not
independently established, relied upon statements of officers of the
Company whom we believe to be responsible.
Based upon the foregoing and in reliance thereon, we advise you that in
our opinion the Shares, when issued in accordance with the provisions of the
Plan, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the 1993 Act or the rules or regulations of the Securities
and Exchange Commission thereunder.
Respectfully submitted,
Thompson & Knight,
A Professional Corporation
By: /s/ Paul M. Johnston
Paul M. Johnston, Attorney
PMJ/ls
79739 09861 CORP 114076
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated February 19, 1996, on our audits of the
consolidated financial statements of Oryx Energy Company and its Subsidiaries,
included in their Annual Report on Form 10-K for the year ended December 31,
1995.
/s/ Coopers & Lybrand L.L.P.
Dallas, TX
May 2, 1996
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Keiser and Edward W.
Moneypenny, and each of them (with full power to each of them to act alone),
his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities to sign the Company's Registration Statement
regarding the ORYX ENERGY COMPANY EXECUTIVE VARIABLE INCENTIVE PLAN on
Form S-8 under the Securities Exchange Act of 1933 and any or all
amendments thereto and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
/s/ ROBERT L. KEISER Chairman of the Board, President, May 2, 1996
Robert L. Keiser and Chief Executive Officer (principal
executive officer)
/s/ EDWARD W. MONEYPENNY Executive Vice President, Finance, May 2, 1996
Edward W. Moneypenny Chief Financial Officer (principal
financial officer), and Director
/s/ ROBERT L. THOMPSON Comptroller and Corporate Planning May 2, 1996
Robert L. Thompson Director (principal accounting
officer)
/s/ JERRY W. BOX Executive Vice President, Chief May 2, 1996
Jerry W. Box Operating Officer and Director
/s/ WILLIAM E. BRADFORD Director May 2, 1996
William E. Bradford
/s/ ROBERT B. GILL Director May 2, 1996
Robert B. Gill
/s/ DAVID S. HOLLINGSWORTH Director May 2, 1996
David S. Hollingsworth
/s/ CHARLES H. PISTOR, JR. Director May 2, 1996
Charles H. Pistor, Jr.
/s/ PAUL R. SEEGERS Director May 2, 1996
Paul R. Seegers
/s/ IAN L. WHITE-THOMSON Director May 2, 1996
Ian L. White-Thomson
<PAGE>
