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 Equity and Deferred Compensation Plan for
Non-Employee Directors
(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 Equity and Deferred
Compensation Plan for Non-Employee Directors.
<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 Equity and Deferred Compensation Plan for
Non-Employee Directors.
4.2 Form of Restricted Share 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, 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 Financial Officer (principal
financial officer), and Director
ROBERT L. THOMPSON * Comptroller and Corporate Planning May 2, 1996
Robert L. Thompson Chief 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 113551
<PAGE>
Exhibit 4.1
ORYX ENERGY COMPANY
EQUITY AND DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
Effective as of May 2, 1996
<PAGE>
ORYX ENERGY COMPANY
EQUITY AND DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
Section 1. Establishment and Purpose. Oryx Energy Company,
a Delaware corporation (the "Company"), hereby establishes this
Oryx Energy Company Equity and Deferred Compensation Plan for
Non-Employee Directors (the "Plan"). The purposes of the equity
compensation features of the Plan are to encourage non-employee
directors of the Company to acquire shares of the Company's common
stock, and thereby to align their interests more closely
with the interests of the other stockholders of the Company, and
to encourage the highest level of director performance by providing
the non-employee directors with a more direct interest in
the Company's attainment of its financial goals. The purpose of the
elective deferral features of the Plan is to permit non-employee
directors of the Company to defer to the date of termination
of their service as directors of the Company or other fixed date
all or part of their regular cash compensation.
Section 2. Certain Definitions. For purposes of the Plan,
the following terms shall have the indicated meanings:
(a) "annual retainer" shall have the meaning specified in
Section 6(a) hereof.
(b) "Average Share Price" means the average of the Fair Market
Value of the Common Stock on each of the following days within the
period for which Average Share Price is being determined under the
Plan: (i) the last Trading Day of the calendar quarter ending on
March 31;(ii) the last Trading Day of the calendar quarter ending
on June 30; (iii) the last Trading Day of the calendar quarter
ending on September 30; and (iv) the last Trading Day of the calendar
quarter ending on December 31 (as appropriately adjusted to take
into account any stock dividend, split, or combination during
such period with respect to the Common Stock).
(c) "Board of Directors" means the Board of Directors of the
Company.
(d) "Cash Compensation" means the cash compensation earned by
an Outside Director for his services as a director of the Company.
(e) "cash retainer" shall have the meaning specified in Section
6(a) hereof.
(f) "Cash Unit" shall have the meaning specified in Section 8(d)
hereof.
(g) "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.
(h) "Compensation Committee" means the Compensation Committee
of the Board of Directors.
(i) "Deferred Compensation Account" shall have the meaning
specified in Section 8(d) hereof.
(j) "Fair Market Value" of the Common Stock on any Trading
Day shall be the average of the high and low sales prices of the
Common Stock for such day, or if no such sale is made on such day,
the average of the closing bid and asked prices of the Common Stock
for such day, in each case as officially reported on the New York
Stock Exchange (or, if the Common Stock is not then listed or
admitted to trading on the New York Stock Exchange, the
principal national stock exchange or stock market on which the
Common Stock is then listed or admitted to trading).
(k) "Initial Restricted Period" shall have the meaning
specified in Section 7(a)(i) hereof.
(l) "Interest Equivalent" shall have the meaning specified
in Section 8(d) hereof.
(m) "Outside Director" means an individual duly elected or
chosen as a director of the Company who is not also an officer
or employee of the Company or its subsidiaries.
(n) "Participant" shall have the meaning specified in
Section 8(a) hereof.
(o) "plan quarter" means each three-month period ending on
July 31, October 31, January 31, and April 30 of each Plan Year,
except that the plan quarters for the first Plan Year
hereunder shall be the three-month period ending on September 30,
1996, the three-month period ending on December 31, 1996, and the
four-month period ending on April 30, 1997.
(p) "Plan Year" means each 12-month period commencing on
May 1 and ending on and including the next following April 30,
except that the first Plan Year hereunder shall
commence on July 1, 1996 and end on and include April 30, 1997.
(q) "Required Share Amount" means an amount of money constituting
50% of an Outside Director's annual retainer earned by such Outside
Director for his services as a director of the Company for a Plan
Year, which amount is payable in shares of Common Stock pursuant
to Section 6(c) hereof. The Required Share Amount is not Cash
Compensation for purposes of the Plan.
(r) "Restricted Period" shall have the meaning specified in
Section 7(a)(i) hereof.
(s) "Restricted Shares" means shares of Common Stock issued
pursuant to the Plan that are subject to the restrictions imposed
by the provisions of Section 7 hereof.
(t) "Share Award" means an award, grant, sale, or other
issuance of Shares, Restricted Shares or Unrestricted Shares to an
Outside Director pursuant to the provisions of the Plan.
(u) "Shares" means shares of Common Stock issued pursuant
to the Plan that are not subject to the restrictions imposed by
the provisions of Section 7 hereof, but are subject to the
restrictions on transfer set forth in Section 10 hereof.
(v) "Term of Office" means the term of office as a director
of the Company for which the Outside Director has been elected
pursuant to and in accordance with the provisions of the
certificate of incorporation and bylaws of the Company.
(w) "Trading Day" means any day on which the stock exchange
or stock market referred to in Section 2(j) hereof is open for
trading on a regular basis.
(x) "Unrestricted Shares" means shares of Common Stock issued
pursuant to the Plan that are not subject to the restrictions
imposed by the provisions of Section 7 or 10 hereof.
(y) "Voluntary Share Amount" means the amount of Cash
Compensation (including the cash retainer) earned by an Outside
Director for a Plan Year which the Outside Director elects
to apply to the purchase of shares of Common Stock pursuant to
Section 6(b) hereof.
Section 3. Plan Administration. The Compensation Committee
shall be responsible for the administration of the Plan. However,
the Compensation Committee shall have no authority, discretion, or
power to select the Outside Directors who will receive Share Awards,
determine the Share Awards to be made pursuant to the Plan, the
number of Shares, Restricted Shares or Unrestricted Shares to be
issued thereunder, or the time at which Share Awards are to
be made, establish the duration or nature of the restrictions
applicable to Shares or Restricted Shares, or alter any other
terms or conditions specified in the Plan, except in the sense of
administering the Plan subject to the express provisions hereof,
including Section 12 hereof. Subject to the foregoing limitations,
the Compensation Committee is authorized to interpret the
Plan, prescribe, amend, and rescind rules and regulations
relating to the Plan, provide for conditions and assurances
deemed necessary or advisable to protect the interests of the
Company in connection with the operation of the Plan, and make
all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary
to the express provisions of the Plan. No member of the Board
of Directors or the Compensation Committee shall be liable for
any action or determination made in good faith with respect to
the Plan or any agreement entered into pursuant to the Plan.
The determinations, interpretations, and other actions of the
Board of Directors and the Compensation Committee pursuant to
the provisions of the Plan shall be binding and conclusive
for all purposes and on all persons.
Section 4. Stock Subject to the Plan.
(a) Number of Shares. Three hundred thousand (300,000)
shares of Common Stock are authorized for issuance under the Plan
in accordance with the provisions of the Plan. Shares of Common
Stock that are issued as Shares, Restricted Shares or Unrestricted
Shares shall be applied to reduce the maximum number of shares
of Common Stock remaining available for use under the Plan.
Any Restricted Shares that are forfeited to the Company
pursuant to the provisions of Section 7(b) hereof shall again
be available for use under the Plan. Any shares of Common Stock
issuable to an Outside Director under the Plan that for any
reason are not issued to the Outside Director shall automatically
become available for use under the Plan. The Company shall at
all times during the term of the Plan retain as authorized and
unissued Common Stock at least the number of shares from time
to time required under the provisions of the Plan or otherwise
assure itself of its ability to perform its obligations hereunder.
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 Board of Directors, in
its discretion, shall from time to time determine.
(b) Adjustments Upon Changes in Common Stock. 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,
(i) the maximum number of shares of Common Stock that may be
issued under the Plan shall be increased or decreased
proportionately and (ii) the Board of Directors shall make
an appropriate adjustment in the number of shares of Common
Stock then subject to issuance under Sections 5(b) and 5(c)
hereof. In the event of a reclassification of the Common
Stock not covered by the foregoing, or in the event of a
liquidation or reorganization (including a merger, consolidation,
or sale of assets) of the Company, the Board of Directors shall
make such adjustments, if any, as it may deem appropriate in
the number and kind of shares that are authorized for issuance
or are issuable pursuant to the Plan.
Section 5. Initial and Annual Automatic Grants of Common Stock.
(a) Initial Grants to Current Directors. Effective as
of the next business day after the 1996 annual meeting of
stockholders of the Company, the Company shall issue 5,500 shares of
Common Stock to each person who is an Outside Director on such date.
(b) Initial Grants to Newly Elected Directors. Commencing
after the date of the 1996 annual meeting of stockholders of the
Company, 5,000 shares of Common Stock shall be issued by the
Company automatically to each Outside Director who is newly elected
to the Board of Directors after such date, irrespective of whether
such Outside Director is elected by the Board of Directors or by
the stockholders. The effective date of issuance of such shares
shall be the effective date of such Outside Director's election
to the Board of Directors. For purposes of this
Section 5(b), the term "newly elected to the Board of Directors"
shall mean that the Outside Director was not serving as a director
of the Company immediately prior to the time of his
election in respect of which such shares are issued.
(c) Annual Grants. Beginning with the year 1997, 500 shares
of Common Stock shall be issued by the Company automatically
effective as of the date of each annual meeting of
stockholders of the Company, to each person who (i) is an
Outside Director on the date of and immediately following such
annual meeting and (ii) has served in that capacity for at least six
months immediately preceding the date of such annual meeting.
(d) Form of Share Awards. Each Share Award granted to an
Outside Director pursuant to this Section 5 shall be made either
(i) all in Restricted Shares or (ii) all in Shares, as shall be
designated by the recipient of such award by notice in writing
delivered to the Company (A) prior to March 15, 1996 (in the case
of an award under Section 5(a) hereof), (B) prior to the
effective date of issuance of such shares (in the case of an
award under Section 5(b) hereof), or (C) prior to the January
1 immediately preceding the annual meeting of stockholders
in respect of which the award is made (in the case of an award
under Section 5(c) hereof). All such designations shall be on a
form prescribed for this purpose by the Compensation Committee
and shall be irrevocable. If no such designation is made with
respect to a Share Award granted under this Section 5, such
award shall be made all in Shares.
(e) Declinations. Any Outside Director may decline to
accept any Share Award granted to him pursuant to this Section
5 by giving written notice to the Company of his election
to decline to accept such award.
Section 6. Share Awards Applicable to Retainer and Other
Cash Compensation.
(a) Retainer; Required Share Amount. The amount of the retainer
to be paid to each Outside Director for each Plan Year (the "annual
retainer") shall be determined by the Board of Directors from time to
time; 50% of the annual retainer shall be the cash component of the
retainer, payable in cash as Cash Compensation (the "cash retainer"),
and the other 50% of the annual retainer shall be the equity component
of the retainer, payable in shares of Common Stock as the Required
Share Amount. The cash retainer for each Plan Year shall be payable
in installments as of the last day of each plan quarter of the Plan
Year in arrears. An Outside Director must be serving as an Outside
Director on the last day of the plan quarter in order to
earn his cash retainer for such plan quarter; provided, however,
that an Outside Director serving in such capacity on such day who
has served in such capacity for less than the entire plan quarter
shall have his cash retainer for such plan quarter pro-rated based
on his number of days of service as an Outside Director during
such plan quarter. An Outside Director must be serving as an
Outside Director on the last day of the Plan Year in order to earn
his Required Share Amount for such year; provided, however, that an
Outside Director serving in such capacity on such day
who has served in such capacity for less than the entire Plan Year
shall have his Required Share Amount for such Plan Year pro-rated
based on his number of days of service as an Outside
Director during such Plan Year.
(b) Voluntary Share Amount. For any Plan Year, an Outside
Director may elect to have up to 100% of his cash retainer earned
for such Plan Year and any other Cash Compensation earned by him
for such Plan Year for his services as a director of the Company,
which amounts have not been deferred by the Outside Director pursuant
to the provisions of Section 8 hereof (collectively referred to herein
as his Voluntary Share Amount), applied to the purchase of shares of
Common Stock pursuant to the provisions of Section 6(c) hereof. An
Outside Director must notify the Company in writing of such election
prior to the first day of the Plan Year for which the election is
made (or prior to such later date as may be approved by the
Compensation Committee); provided, however, that a newly elected
Outside Director (within the meaning of Section 5(b) hereof) may
make such an election prior to the commencement of such
Outside Director's initial Term of Office with respect to Cash
Compensation earned by him in the balance of the Plan Year of his
initial election to the Board of Directors. Unless otherwise
determined by the Compensation Committee, a separate election must
be made for each Plan Year. An election made pursuant to this
Section 6(b) for a Plan Year shall be irrevocable from
and after the first day of such Plan Year; provided, however, that
an election made pursuant to this Section 6(b) during a Plan Year
for the remaining portion of such Plan Year shall be
irrevocable from and after the date the election is made. Such
elections shall be on a form prescribed for this purpose by the
Compensation Committee.
(c) Issuance of Shares. Promptly following the end of each
Plan Year, the Company shall, subject to the further provisions of
this Section 6, issue to each Outside Director, effective as of the
last day of such Plan Year:
(A) a number of whole shares of Common Stock determined
by dividing (x) the Required Share Amount earned by such
Outside Director for such Plan Year by (y) the Average
Share Price of the Common Stock for such Plan Year or,
if such Outside Director did not serve as an Outside
Director during the entire Plan Year, for that portion
of the Plan Year during which he served in that capacity
(for purposes of calculating such Average Share Price,
the Outside Director shall always be deemed to have
served in that capacity for at least the last plan
quarter of the Plan Year),
and
(B) a number of whole shares of Common Stock determined
by dividing (x) such Outside Director's Voluntary Share
Amount, if any, for such Plan Year by (y) the Average Share
Price of the Common Stock for such Plan Year or, if such Outside
Director did not serve as an Outside Director during the entire
Plan Year, for that portion of the Plan Year during which he
served in that capacity (for purposes of calculating such
Average Share Price, the Outside Director shall always be
deemed to have served in that capacity for at least the last
plan quarter of the Plan Year). The issuance of shares of
Common Stock to the Outside Director pursuant to clause
(A) above and the issuance of shares of Common Stock to
the Outside Director pursuant to clause (B) above shall each
be deemed to be a separate Share Award made to the
Outside Director.
No fractional shares of Common Stock shall be issued by the
Company pursuant to this Section 6(c), and no cash payment
or other adjustment shall be made in respect of any such
fractional share that would otherwise be issuable.
(d) Eligibility. An Outside Director must be serving as an
Outside Director on the last day of the Plan Year in order to be
eligible to receive shares of Common Stock pursuant to Section 6(c)
hereof in respect of his Required Share Amount and Voluntary Share
Amount, if any, for such Plan Year. Any Outside Director who
becomes ineligible to receive shares of Common Stock in respect
of his Voluntary Share Amount for a Plan Year because his service
as an Outside Director terminated prior to the last day of such
Plan Year shall be paid any earned amounts of such Voluntary Share
Amount in cash, without interest, as promptly as practicable
following the date of such termination of service, and the election
made by such Outside Director with respect to such Voluntary Share
Amount pursuant to Section 6(b) hereof shall be null and
void effective as of the date of such termination of service.
(e) Form of Share Awards. Each Share Award made to an
Outside Director with respect to his Required Share Amount for
a Plan Year pursuant to Section 6(c) hereof shall be
made either (i) all in Restricted Shares or (ii) all in Shares,
and each Share Award made to an Outside Director with respect to
his Voluntary Share Amount, if any, for a Plan Year pursuant
to Section 6(c) hereof shall be made either (i) all in Restricted
Shares or (ii) all in Unrestricted Shares, in each case as shall
be designated by the Outside Director by notice in writing delivered
to the Company prior to the first day of such Plan Year; provided,
however, that a newly elected Outside Director (within the meaning
of Section 5(b) hereof) may make such designations prior
to the commencement of such Outside Director's initial Term of
Office with respect to his Required Share Amount and Voluntary
Share Amount, if any, earned by him in the balance of
the Plan Year of his initial election to the Board of Directors.
Unless otherwise determined by the Compensation Committee,
a separate designation must be made for each Plan Year. A
designation made pursuant to this Section 6(e) for a Plan Year
shall be irrevocable from and after the first day of such Plan
Year; provided, however, that a designation made pursuant to this
Section 6(e) during a Plan Year for the remaining portion of
such Plan Year shall be irrevocable from and after the date
the designation is made. Such designations shall be on a form
prescribed for this purpose by the Compensation Committee.
If no such designation is made with respect to a Share Award
made under this Section 6, such award shall be made all in
Shares (in the case of an award with respect to a Required Share
Amount) or all in Unrestricted Shares (in the case
of an award with respect to a Voluntary Share Amount).
(f) Effectiveness. The provisions of this Section 6
shall be effective for Required Share Amounts and Cash
Compensation earned by Outside Directors on and after July 1, 1996.
Section 7. Restrictions on Restricted Shares.
(a) Restricted Period. (i) All Restricted Shares issued
to an Outside Director pursuant to the Plan shall be subject to a
restricted period, which shall commence on the effective date of
issuance of such Restricted Shares and end on April 30 of the calendar
year in which the Outside Director's then current Term of Office is
scheduled to expire (the "Initial Restricted Period").
The term "Restricted Period", as hereinafter used, means (A) the
Initial Restricted Period and (B) the Initial Restricted Period as
it may be extended pursuant to the following provisions of this
Section 7(a)(i). Each Outside Director to whom Restricted Shares
have been issued shall have the right to extend the Restricted
Period applicable to such Restricted Shares so that such
Restricted Period ends on April 30 of the calendar year in which
the Outside Director's next succeeding Term of Office (assuming for
this purpose that he continues to serve as a director of
the Company) would be scheduled to expire, provided that such
Outside Director notifies the Company in writing of such extension
on or prior to April 30 of the calendar year immediately
preceding the calendar year of expiration of the then current
Restricted Period. Subject to the foregoing provisions of this
Section 7(a)(i), such right to extend the Restricted Period may be
exercised on any one or more occasions. An election to extend
the Restricted Period shall be irrevocable.
(ii) Notwithstanding the foregoing provisions of Section 7(a)(i) hereof:
(A) With respect to (x) Restricted Shares issued pursuant
to Section 5(b) or 6(c) hereof to an Outside Director whose then
current Term of Office is scheduled to expire in the calendar year
of the effective date of issuance of such shares, (y) Restricted
Shares issued pursuant to Section 5(b) hereof on or after November 1
of a calendar year, but prior to the end of such calendar year,
to an Outside Director whose then current Term of Office is
scheduled to expire in the calendar year next following the calendar
year of the effective date of issuance of such shares and (z)
Restricted Shares issued pursuant to Section 9(b) hereof to an
Outside Director whose then current Term of Office is
scheduled to expire in the calendar year next following the
calendar year of the effective date of issuance of such shares,
the Initial Restricted Period of such shares shall end on
April 30 of the calendar year in which the Outside Director's
next succeeding Term of Office (assuming for this purpose that
he continues to serve as a director of the Company)
would be scheduled to expire.
(B) With respect to (x) Restricted Shares issued pursuant
to Section 5(a) or 5(c) hereof to an Outside Director whose then
current Term of Office is scheduled to expire in the calendar
year next following the calendar year of the effective date of
issuance of such shares and (y) Restricted Shares issued pursuant
to Section 5(b) hereof on or after April 30 of a calendar year,
but prior to November 1 of such calendar year, to an Outside
Director whose then current Term of Office is scheduled to expire
in the calendar year next following the calendar year of the
effective date of issuance of such shares, the Initial
Restricted Period of such shares shall end on either (1) April
30 of the calendar year in which the Outside Director's then
current Term of Office is scheduled to expire or (2)
April 30 of the calendar year in which the Outside Director's
next succeeding Term of Office (assuming for this purpose that
he continues to serve as a director of the Company)
would be scheduled to expire, as shall be designated by the
Outside Director by notice in writing delivered to the
Company on or prior to the effective date of issuance of such
shares. If no such designation is made, the Initial Restricted
Period of such shares shall end on the date specified in clause
(1) of the preceding sentence. All such designations
shall be irrevocable on and after the effective date of issuance
of such shares.
(b) Forfeiture. Restricted Shares issued to an Outside Director
pursuant to the Plan shall be forfeited to the Company at no cost to
the Company if the Outside Director's service as a director of the
Company terminates prior to the expiration or termination of the Restricted
Period applicable to such shares; provided, however, that the Restricted
Shares shall become fully vested and the Restricted Period applicable
thereto shall terminate upon (i) the Outside Director's termination of
service as a director of the Company during the Restricted Period due
to death, Disability (as defined in Section 7(h) hereof), or a
Permitted Event (as defined in Section 7(h) hereof) or (ii) the occurrence
of a Corporate Change (as defined in Section 7(h) hereof) during
the Restricted Period. Unless and until Restricted Shares are delivered
to the Outside Director upon vesting, the Restricted Shares shall not
be sold, assigned, transferred, discounted, exchanged, pledged, or
otherwise encumbered or disposed of by the Outside Director in any manner.
(c) Stock Certificates. The Company shall issue, in the name of
each Outside Director to whom Restricted Shares have become issuable
pursuant to the Plan (or, at the option of the Company, in the name of
a nominee of the Company), stock certificates representing the total
number of Restricted Shares to be issued to the Outside Director, as
soon as reasonably practicable after the effective date of issuance of
such shares. 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 Outside Director's
benefit until such time as the Restricted Shares represented by
such certificates are forfeited to the Company or the restrictions
thereon terminate.
(d) Rights as Stockholder. Upon the issuance of a certificate
representing Restricted Shares to or on behalf of an Outside Director,
the Outside Director 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 restrictions of the Plan and any
restrictions imposed by law. 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 Restricted Shares, then
the Company shall pay or make such dividend or other distribution
with respect to the Restricted Shares; 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 Restricted Shares until the
Restricted Shares with respect to which such dividend or other
distribution was paid or made are either vested or forfeited. If
any Restricted Shares 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 Outside Director 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 Restricted Shares with respect to which such dividend
or distribution was paid or made become vested pursuant to the
provisions hereof, then the Outside Director 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 Outside Director.
(e) Adjustments. If any of the following events shall occur
at any time while Restricted Shares 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
Restricted Shares, as appropriate:
(i) 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 Restricted Shares 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 Restricted Shares shall be
proportionately reduced. An adjustment made
pursuant to this Section 7(e)(i) 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.
(ii) 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 Restricted Shares shall be paid
and delivered with respect to such Restricted Shares,
subject to the same restrictions applicable to such
Restricted Shares, and (B) the Company shall make or cause
to be made lawful and adequate provision whereby, upon the
vesting of the Restricted Shares after the record
date for the determination of the holders of Common Stock
entitled to receive such other stock, securities, or property,
the Outside Director shall receive, in lieu of or in addition
to the Restricted Shares that have vested, as the case may be,
the shares of stock, securities, or property that would have
been allocable to such Restricted Shares 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 7(e)(ii).
(f) Termination of Restrictions. Upon the expiration or termination
of the Restricted Period applicable to Restricted Shares, the
restrictions applicable to the Restricted Shares that have not
theretofore been forfeited shall terminate, and as soon as practicable
thereafter, a stock certificate for the number of Restricted Shares
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 Section 7,
shall be delivered, free of all such restrictions, to the Outside Director
or his beneficiary or estate, as the case may be.
(g) Restricted Share Agreements. Each recipient of a Share Award
relating to Restricted Shares made pursuant to the Plan shall, as a
condition precedent to the issuance of the Restricted 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 Share Award. In the event
of any inconsistency between the provisions of the Plan and any such
agreement, the provisions of the Plan shall govern.
(h) Certain Definitions. For purposes of this Section 7, the
following terms shall have the indicated meanings:
Disability: The "Disability" of an Outside Director shall be deemed
to have occurred if the Outside Director shall become unable to continue
the proper performance of his duties as a director of the Company on
a full-time basis as a result of his physical or mental incapacity.
Permitted Event: A "Permitted Event" shall be deemed to have
occurred if: (i) the Outside Director shall have resigned as a director
of the Company because the Outside Director is unable to continue the
proper performance of his duties as a director of the Company as a
result of an injury or illness affecting a member of the Outside
Director's immediate family and such inability is likely to exist for a
period of six months or more; (ii) the Outside Director shall
have retired as a director of the Company because he has reached the
mandatory retirement age for directors of the Company as established by
Company policy; (iii) the Outside Director, after being nominated by the
Board of Directors, shall not be re-elected by the stockholders of the
Company in an election of directors; or (iv) the Outside Director's
directorship shall have ceased at the end of his term because such
Outside Director was not nominated for re-election as a
director of the Company in connection with an election of directors.
Corporate Change: A "Corporate Change" shall be deemed to have
occurred 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 this definition 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.
Section 8. Deferral of Cash Compensation. Outside Directors
shall have the right to defer the receipt of their Cash Compensation
in accordance with the following provisions of this Section 8.
(a) Election to Defer. An Outside Director may elect to defer
the receipt of all or a portion of his Cash Compensation (other than
his Voluntary Share Amount) for a Plan Year in accordance with the
provisions of this Section 8 by filing a written election to defer with
the Compensation Committee. Such election shall be made on a form or
forms prescribed for this purpose by the Compensation Committee. Such
election must include the following: (i) the percentage of Cash
Compensation to be deferred; (ii) an irrevocable election of a method of
payment as provided in Section 8(e) hereof; and (iii) a designation of
beneficiary as provided in Section 8(f) hereof. Except as provided in
Section 8(c) hereof, a deferral election shall apply only to Cash
Compensation to be earned in the Plan Year next following the Plan Year
in which the election is made. An election to defer made under this
Section 8 shall be irrevocable. For purposes of the Plan, the term
"Participant" means an Outside Director who has elected to defer
the receipt of his Cash Compensation in accordance with the provisions
of this Section 8.
(b) Amount of Deferral. The amount of Cash Compensation to be
deferred in any Plan Year shall be designated by the Outside Director
as a percentage of his Cash Compensation in integral multiples of 5%,
but shall not be less than 10%.
(c) Time of Election. Except as otherwise determined by the
Compensation Committee, an election to defer Cash Compensation hereunder
must be received by the Compensation Committee prior to the commencement
of the Plan Year in which the Cash Compensation is earned; provided,
however, that a newly elected Outside Director (within the meaning of
Section 5(b) hereof) may make a deferral election prior to the commencement
of such Outside Director's initial Term of Office with respect to Cash
Compensation earned by him in the balance of the Plan Year of his
initial election to the Board of Directors. Unless otherwise
determined by the Compensation Committee, a separate deferral election
must be made for each Plan Year. A deferral election by an Outside
Director with respect to Cash Compensation in a given year will not
preclude a different action by the Outside Director with respect to Cash
Compensation in subsequent years.
(d) Deferred Compensation Accounts. Cash Compensation deferred by
a Participant pursuant to this Section 8 shall be credited to an account
("Deferred Compensation Account") established by the Company for such
Participant. Cash Units (as defined below) in an amount equal to the
deferred Cash Compensation shall be credited to the Participant's Deferred
Compensation Account at the time the deferred Cash Compensation would
otherwise have been paid had no election to defer been made. As
additional deferred compensation for Participants with Cash Units
credited to their Deferred Compensation Accounts, the Company shall
credit a Participant's Deferred Compensation Account on a quarterly
basis with an Interest Equivalent (as defined below). The amounts
credited to a Participant's Deferred Compensation Account in
accordance with this Section 8(d) shall represent the total amount of
the Company's liability to the Participant for the payment of deferred
compensation under this Section 8. For purposes of this Section 8, (i)
a "Cash Unit" means the entry in a Deferred Compensation Account of a
credit equal to One Dollar and (ii) an "Interest Equivalent" means the
entry in a Deferred Compensation Account of an interest credit with
respect to a Cash Unit, the interest factor being equal to the
quarterly rate of return generated under the Stable Value Fund of
the Company's Capital Accumulation Plan (or such successor or other
fund within the Capital Accumulation Plan as the
Compensation Committee may approve).
(e) Payment of Deferred Compensation. All payments of a
Participant's Deferred Compensation Account shall be made at, or
shall commence on, the first day of the calendar year selected by
the Participant in accordance with the provisions of Section 8(a)
hereof and this Section 8(e). The date on which payment will
commence must be designated by the Outside Director. The Outside
Director may elect to defer the receipt of his Cash Compensation to:
(a) the first day of any calendar year that is at least one year after
the calendar year in which the Cash Compensation is earned; or (b)
the first day of the calendar year following (i) the calendar
year he retires as a director of the Company; (ii) the calendar year
his membership on the Board of Directors terminates; or (iii) the
calendar year of his death. The benefit commencement date
may not be later than the third calendar year following the attainment
of mandatory retirement age for directors of the Company. Upon the
death of a Participant prior to the final payment of
all amounts credited to his Deferred Compensation Account, the
balance of the Deferred Compensation Account shall be paid in
accordance with the provisions of Section 8(f) hereof
commencing on the first day of the calendar year following the
year of death. A Participant shall have the option of selecting
either a single payment schedule or a series of annual installments
(not exceeding ten), provided such election is irrevocable and made
at the date of deferral. A Participant shall receive in cash all
deferred compensation credited to his Deferred Compensation
Account.
(f) Designation of Beneficiary. Each Participant shall name a
beneficiary to receive any payments due him at the time of his death,
with the right to change such beneficiary at any time. In case of a
failure to designate a beneficiary or the death of the designated
beneficiary without a designated successor, such payments shall be
made to the person or persons designated as beneficiary in the designation
most recently filed by the Participant under the Directors Group
Life Insurance Plan of the Company, or if no such designation has been
made or the Participant is not participating in such plan, then to the
surviving spouse of a deceased Participant, or, if there is no surviving
spouse, the children of the Participant in equal shares (the share of
any child who predeceases the Participant to go in equal shares to the
issue of such deceased child), or if there is no surviving spouse,
children, or issue of such children, the estate of the Participant.
No designation of beneficiary shall be valid unless in writing signed
by the Participant, dated and filed with the Compensation Committee.
Upon the Participant's death, any balance in his Deferred
Compensation Account shall be payable under the method and form
elected by the Participant or in such other manner as the Compensation
Committee may determine in its sole discretion.
(g) Source of Payments. All payments of deferred compensation
under this Section 8 shall be made in cash from the general funds of
the Company, and the Company shall be under no obligation to
segregate any assets in connection with the maintenance of a Deferred
Compensation Account. Nothing contained in the Plan and no action
taken pursuant to the Plan shall create or be construed to create a
trust of any kind in favor of a Participant or any other person or a
fiduciary relationship between the Company and a Participant. Title
to the beneficial ownership of any assets, whether cash or investments,
that the Company may designate to pay the amounts credited to
Deferred Compensation Accounts shall at all times remain in the
Company, and Participants shall have no property interest whatsoever
in any specific assets of the Company. A Participant's interest
in his Deferred Compensation Account shall be limited to the right
to receive payments pursuant to the terms of the Plan, and such right
shall be no greater than the right of any other unsecured general
creditor of the Company.
(h) Effectiveness. Except as otherwise provided in Section 9
hereof, the provisions of this Section 8 shall be effective for Cash
Compensation earned by Outside Directors on and after July 1, 1996.
Section 9. Termination of Directors' Deferred Compensation Plan.
(a) Termination; Transfer of Units. Effective as of July 1, 1996,
the Oryx Energy Company Directors' Deferred Compensation Plan, as amended
and restated effective September 7, 1995 (the "Deferred Compensation
Plan"), shall terminate, and all cash units and share units credited as
of such date to an Outside Director's deferred compensation account
thereunder shall automatically be transferred and credited to a
Deferred Compensation Account established for such Outside Director
under Section 8 hereof. Thereafter, except as provided in Section 9(b)
hereof, such cash units shall be governed by the provisions of Section
8 hereof to the same extent as if they had originally been credited
as Cash Units under the Plan. Such cash units are herein
referred to as "Subject Cash Units".
(b) Conversion of Subject Cash Units. Each Outside Director with
Subject Cash Units credited to his Deferred Compensation Account under
the Plan may elect to have up to 100% of the Subject Cash Units credited
to his account as of July 1, 1996 applied to the purchase of
Restricted Shares in accordance with the provisions of this Section
9(b) effective as of July 1, 1996; provided that the Outside Director
must notify the Company in writing of such election on or prior to
July 1, 1996, which election will be irrevocable on and after such date.
Such election shall be on a form prescribed for this purpose by the
Compensation Committee. Promptly following, and effective as of,
July 1, 1996, the Company shall, subject to the further provisions
of this Section 9(b), issue to each Outside Director who has made an
election to purchase Restricted Shares pursuant to this Section 9(b)
a number of whole Restricted Shares determined by dividing (x) the
amount of the Subject Cash Units that the Outside Director elected to
have applied to the purchase of Restricted Shares by (y) the Fair
Market Value of the Common Stock on July 1, 1996. No fractional
shares of Common Stock shall be issued by the Company
pursuant to this Section 9(b), and no cash payment or other
adjustment shall be made in respect of any such fractional share
that would otherwise be issuable. An Outside Director must be
serving as an Outside Director on July 1, 1996 in order to be eligible
to receive Restricted Shares pursuant to this Section 9(b). An
election made pursuant to this Section 9(b) by an Outside
Director who becomes ineligible to receive Restricted Shares
pursuant to this Section 9(b) because his service as an Outside
Director terminated prior to July 1, 1996 shall be null and void
effective as of the date of such termination of service. Any Subject
Cash Units (or portion thereof) not converted into Restricted
Shares pursuant to this Section 9(b) shall remain subject to the
provisions of Section 8 hereof.
(c) Share Units. An Outside Director with share units credited
to his Deferred Compensation Account under the Plan shall continue to
hold such units subject to the terms and conditions that were in
effect with respect thereto under the Deferred Compensation Plan
immediately prior to its termination. The Board of Directors may, in
its discretion, grant to such Outside Director the right to convert
such share units into shares of Common Stock under the
Plan on such terms and conditions as the Board of Directors may prescribe.
Section 10. Restrictions on Transfer of Shares. No Shares issued
to an Outside Director pursuant to the Plan shall be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by the
Outside Director, other than by will or pursuant to the laws
of descent and distribution, until six months have elapsed from the
effective date of issuance of such Shares. The Company shall hold
the certificates representing such Shares for the Outside
Director's benefit until such time as the restrictions on transfer
of such Shares set forth in the preceding sentence have lapsed.
All securities received by an Outside Director on account of his
Shares as a result of an event described in Section 7(e)(i) or
(ii) hereof shall be deemed to be Shares for purposes of this
Section 10 and shall be restricted as to transfer pursuant to the
provisions of this Section 10 to the same extent and for the same
period as if such securities were the original Shares with respect
to which they were issued. Subject to the restrictions of this
Section 10, an Outside Director shall have all rights as a
stockholder, including voting rights and the right to receive
dividends and distributions, with respect to his Shares.
Section 11. Freeze of Non-Employee Directors Retirement Plan.
Effective as of July 1, 1996, the Non-Employee Directors Retirement
Plan of the Company (the "Retirement Plan") shall be "frozen" such
that (i) no directors of the Company newly elected to the Board of
Directors after such date shall be entitled to participate therein,
(ii) the retirement benefit under the Retirement Plan for all
Outside Directors serving on the Board of Directors as of such date
shall be fixed from and after such date as that amount which the
Outside Director would have been entitled to receive under the
Retirement Plan had he retired as a director of the Company
effective as of such date (disregarding for this purpose the
Retirement Plan's years of service eligibility requirement), and
(iii) no future benefits under the Retirement Plan shall accrue from
and after July 1, 1996. The Board of Directors may, in its discretion,
provide for the discharge of the Company's obligations with respect
to such frozen retirement benefits on such terms and
conditions as the Board of Directors may prescribe, which may include
the grant to Outside Directors of the right to exchange such frozen
retirement benefits for shares of Common Stock
under the Plan (which may be Shares, Restricted Shares or
Unrestricted Shares) or other securities
or cash, or a combination thereof.
Section 12. Plan Amendment, Modification, and Termination.
The Board of Directors may at any time suspend, terminate, amend, or
modify the Plan; provided, however, that no amendment or modification
of the Plan shall become effective without the approval of
such amendment or modification by the stockholders of the Company if
the Company, on the advice of counsel, determines that stockholder
approval is necessary or desirable; and provided further that the
provisions of the Plan governing (a) the Share Awards to be made
pursuant to Section 5 hereof and the Share Awards to be made
pursuant to Section 6(c) hereof in respect of Required Share Amounts,
(b) the number of shares of Common Stock to be issued under such
awards, (c) the time at which such awards are to be made, and (d)
the duration and nature of the restrictions applicable to such
awards, shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code of
1986, the Employee Retirement Income Security Act of 1974, or the
rules promulgated thereunder. No suspension, termination, amendment,
or modification of the Plan shall in any manner adversely affect any
Share Award theretofore made under the Plan or the rights of a
Participant with respect to amounts theretofore credited to his
Deferred Compensation Account under the Plan, without the
consent of the recipient of such award or such Participant. All
Restricted Shares issued prior to any termination of the Plan that
have not theretofore vested or been forfeited shall continue to
be subject to the terms of the Plan.
Section 13. Plan Effectiveness. The Plan shall be submitted
for approval by the stockholders of the Company at the 1996 annual
meeting of stockholders. The Plan shall become effective on the date
of its approval by the holders of a majority of the shares of Common
Stock present, or represented, and entitled to vote at such annual
meeting. If the Plan is not so approved, the Plan shall terminate
and all actions hereunder shall be null and void.
Section 14. General Provisions.
(a) No Continuing Right as Director. Neither the adoption or
operation of the Plan, nor the Plan itself or any document describing
or relating to the Plan, or any part hereof, shall confer upon any
Outside Director any right to continue as a director of the Company
or any subsidiary of the Company.
(b) Nonalienation of Benefits. No Outside Director or
Participant shall have the right to sell, assign, transfer, or
otherwise convey or encumber in whole or in part the right to receive
any award or payment under the Plan, except in accordance with the
express provisions hereof.
(c) Binding Effect. The obligations of the Company under the
Plan shall be binding upon any successor corporation or organization
resulting from the merger, consolidation, or other reorganization of
the Company, or upon any successor corporation or organization succeeding
to all or substantially all of the assets and business of the Company.
The terms and conditions of the Plan shall be binding upon each
Outside Director and any other recipient of Restricted Shares
hereunder and each such person's heirs, legatees, distributees, and
legal representatives.
(d) Severability. If any provision of the Plan or any agreement
hereunder is held to be illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining provisions of the Plan or
such agreement, as the case may be, but such provision shall be fully
severable and the Plan or such agreement, as the case may be, shall be
construed and enforced as if the illegal or invalid provision had never
been included herein or therein.
(e) Expenses. All expenses incident to the administration,
protection, or termination of the Plan, including, but not limited to,
legal and accounting fees, shall be paid by the Company.
(f) Notices. Whenever any notice is required or permitted under
the Plan or any agreement hereunder, such notice must be in writing and
personally delivered or sent by mail. Any notice required or permitted
to be delivered hereunder or under an agreement shall be
deemed to be delivered on the date on which it is personally delivered,
or on the third business day after it is deposited in the United States
mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address that such person has theretofore
specified by written notice delivered in accordance herewith. The
Company or an Outside Director may change, at any time and from time
to time, by written notice to the other, the address that it or he had
theretofore specified for receiving notices. Until such address is
changed in accordance herewith, notices hereunder or under an agreement
shall be delivered or sent (i) to the Outside Director at his address
as set forth in the records of the Company or (ii) to the
Company or the Compensation Committee at the principal executive
offices of the Company clearly marked "Attention: President".
(g) No Restriction of Corporate Action. Nothing contained in
the Plan shall be construed to prevent the Company or any subsidiary
thereof from taking any corporate action that is deemed by the
Company or such subsidiary to be appropriate or in its best interest,
whether or not such action would have an adverse effect on the Plan
or any Share Award made or to be made under the Plan. No Outside
Director or other person shall have any claim against the
Company or any subsidiary thereof as a result of such action.
(h) Governing Law. The provisions of the Plan, and all
agreements hereunder, shall be governed by and construed in accordance
with the laws of the State of Texas.
(i) Miscellaneous. Headings are given to the sections and
subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to
the construction of the Plan or any provisions hereof. The use of the
masculine gender shall also include within its meaning the feminine.
Wherever the context of the Plan dictates, the use of the singular
shall also include within its meaning the plural, and vice
versa.
<PAGE>
Exhibit 4.2
ORYX ENERGY COMPANY
EQUITY AND DEFERRED COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS
RESTRICTED SHARE AGREEMENT
THIS AGREEMENT, made as of the ______ day of , 199__,
by and between ORYX ENERGY COMPANY, a Delaware corporation (the "Company"),
and ____________________________________ (the "Director");
W I T N E S S E T H:
WHEREAS, the Director has been awarded shares of restricted stock of the
Company under the Oryx Energy Company Equity and Deferred Compensation Plan
for Non-Employee Directors (the "Plan"); and
WHEREAS, pursuant to the Plan, the Company and the Director are entering
into this Agreement for the purpose of evidencing such award and any
additional awards of restricted stock that may be made to the Director 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, the Director agrees that the Share Awards
evidenced hereby and the Restricted Shares covered by such awards 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 Share Awards. This Agreement evidences all Share Awards
of Restricted Shares made by the Company to the Director pursuant to the Plan.
The number of Restricted Shares of each Share Award covered hereby, the
effective date of issuance of such Restricted Shares, and the Restricted
Period applicable to such Restricted 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) a Share
Award of Restricted Shares is made to the Director after the date of this
Agreement, (ii) the Restricted Period and Scheduled Termination Date
applicable to any Restricted Shares covered hereby are extended, or (iii)
any Restricted Shares covered hereby vest or are forfeited (a "Subsequent
Event"), the Company shall prepare, sign, and deliver to the Director 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 Restricted Shares covered hereby are delivered
to the Director upon vesting, the Restricted Shares shall not be sold,
assigned, transferred, discounted, exchanged, pledged, or otherwise
encumbered or disposed of by the Director in any manner.
3. Legend. Each certificate representing Restricted Shares 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 EQUITY AND DEFERRED COMPENSATION PLAN FOR NON-
EMPLOYEE DIRECTORS 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.
4. 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.
5. 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
the Director shall not assign or otherwise transfer this Agreement or any of
the Director's rights or obligations hereunder.
6. 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.
7. 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 the Director have executed this
Agreement as of the date first above written.
ORYX ENERGY COMPANY
By:
Name:
Title:
[Name of Director]
Restricted Share Agreement for
Equity and Deferred Compensation
Plan for Non-Employee Directors
79739 06495 CORP 116252
<PAGE>
[As amended and
restated effective
_________, 199___]
EXHIBIT A
RESTRICTED SHARE AWARDS
Number of Duration of Scheduled
Share Restricted Certificate Effective Date Restricted Termination Vested/
Award Shares Number of Issuance Period Date Forfeited
1. Commencing April 30,
on
___________ ____________
___________
and ending on
April 30,
_____________
2.
3.
4.
5.
Acknowledged by:
ORYX ENERGY COMPANY
By:
Name:
Title:
Exhibit A to Restricted Share
Agreement for Equity and
Deferred Compensation Plan
for Non-Employee Directors
79739 06495 CORP 116252
<PAGE>
Exhibit 5.1
May 2, 1996
Oryx Energy Company
13155 Noel Road
Dallas, Texas 75240-5067
Re: Form S-8 Registration Statement - Equity and
Deferred Compensation Plan for Non-Employee Directors
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 Equity and Deferred Compensation Plan for
Non-Employee Directors (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. We have also assumed that all Shares issued
pursuant to Section 5(b) of the Plan will be treasury shares.
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 09862 CORP 113592
<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 EQUITY AND DEFERRED COMPENSATION FOR
NON-EMPLOYEE DIRECTORS 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 Cheif 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
