<PAGE>
As filed with the Securities and Exchange Commission on May 6, 1997
Registration No. 333-
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
of incorporation or organization) Identification No.)
13155 Noel Road
Dallas, Texas 75240-5067
(Address of Principal Executive Offices) (Zip Code)
Oryx Energy Company 1997 Long-Term Incentive Plan
(Full title of the plan)
Edward W. Moneypenny Copy to:
Executive Vice President, Finance, Paul M. Johnston
Chief Financial Officer, Thompson & Knight,
and Director A Professional Corporation
Oryx Energy Company 1700 Pacific Avenue, Suite 3300
13155 Noel Road Dallas, Texas 75201
Dallas, Texas 75240-5067 (214) 969-1358
(Name and address of agent for service)
(972) 715-4000
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee
Common Stock, 5,000,000
$1.00 par value shares (2)(3) $19.6875 $98,437,500 $29,829.53
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 30, 1997, as reported in the
May 1, 1997 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 share 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 1997 Long-Term Incentive Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
1. Plan Information.*
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
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, 1996, containing the
consolidated financial statements of the Registrant and
its subsidiaries and certain supplementary data for the
fiscal year ended December 31, 1996, 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, 1996.
(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.
4. Description of Securities.
Not Applicable.
5. Interest of Named Experts and Counsel.
Not Applicable.
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.
7. Exemption from Registration Claimed.
Not Applicable.
8. Exhibits.
The following documents are filed as exhibits to this
Registration Statement:
4.1 Oryx Energy Company 1997
Long-Term Incentive Plan, as amended
and restated effective May 1, 1997.
5.1 Opinion of Thompson &
Knight, P.C., regarding 5,000,000
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.
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,
1997.
ORYX ENERGY COMPANY
By: /s/ EDWARD W. MONEYPENNY
------------------------
Edward W. Moneypenny,
Executive Vice President,
Finance, Chief Executive
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,
Robert L. Keiser President, and Chief
Executive Officer
(principal executive
officer) May 2, 1997
/s/ EDWARD W. MONEYPENNY Executive Vice
Edward W. Moneypenny President, Finance,
Chief Financial Officer
and Director (principal
financial officer),
and Director May 2, 1997
ROBERT L. THOMPSON* Comptroller and
Robert L. Thompson Corporate Planning
Director (principal
accounting officer) May 2, 1997
JERRY W. BOX* Executive Vice
Jerry W. Box President, Chief
Operating Officer
and Director May 2, 1997
WILLIAM E. BRADFORD* Director May 2, 1997
William E. Bradford
SYLVIA A. EARLE* Director May 2, 1997
Sylvia A. Earle
<PAGE>
Signature Title Date
DAVID C. GENEVER-WATLING* Director May 2, 1997
David C. Genever-Watling
Director May 2, 1997
Robert B. Gill
DAVID S. HOLLINGSWORTH* Director May 2, 1997
David S. Hollingsworth
Director May 2, 1997
Charles H. Pistor, Jr.
PAUL R. SEEGERS* Director May 2, 1997
Paul R. Seegers
IAN L. WHITE-THOMSON* Director May 2, 1997
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.
<PAGE>
Exhibit 4.1
ORYX ENERGY COMPANY
1997 LONG-TERM INCENTIVE PLAN
As Amended and Restated Effective as of May 1, 1997
<PAGE>
TABLE OF CONTENTS
Page
Article 1. Establishment and Purpose 1
Article 2. Definitions 1
Article 3. Plan Administration 4
Article 4. Eligibility 5
Article 5. Form of Awards 6
Article 6. Shares Subject to the Plan 6
Article 7. Options 8
Article 8. Limited Rights 11
Article 9. Restricted Stock 12
Article 10. Dividend Equivalents 13
Article 11. Other Incentive Awards 14
Article 12. Corporate Change 14
Article 13. Amendment and Termination 14
Article 14. Miscellaneous 15
<PAGE>
ORYX ENERGY COMPANY
1997 LONG-TERM INCENTIVE PLAN
Article 1. Establishment and Purpose
1.1 Establishment. Oryx Energy Company, a Delaware
corporation, hereby establishes the Oryx Energy Company 1997 Long-
Term Incentive Plan, as set forth in this document.
1.2 Purpose. The purposes of the Plan are to attract able
persons to enter the employ of the Company, to encourage
Employees to remain in the employ of the Company and to provide
motivation to Employees to put forth maximum efforts toward the
continued growth, profitability and success of the Company, by
providing incentives to such persons through the ownership and
performance of the Common Stock of Oryx. A further purpose of
the Plan is to provide a means through which Oryx may attract
able persons to become directors of Oryx and to provide directors
of Oryx with additional incentive and reward opportunities
designed to strengthen their concern for the welfare of Oryx and
its stockholders. Toward these objectives, Awards may be granted
under the Plan to Employees and Outside Directors on the terms
and subject to the conditions set forth in the Plan.
1.3 Effectiveness. The Plan shall become effective as of
the date of its approval by the stockholders of Oryx at the 1997
Annual Meeting of Stockholders. No Awards shall be made before
the Plan becomes effective.
Article 2. Definitions
2.1 Award. "Award" means any Option, Limited Rights,
Restricted Stock, Dividend Equivalents or Other Incentive Award
granted under the Plan, whether singly, in combination or in
tandem, to a Participant by the Committee or the Board.
2.2 Award Agreement. "Award Agreement" means a written
agreement between Oryx and a Participant that sets forth the
terms, conditions, restrictions and/or limitations applicable to
an Award.
2.3 Board. "Board" means the Board of Directors of Oryx.
2.4 Code. "Code" means the Internal Revenue Code of 1986,
as amended from time to time, including regulations thereunder
and successor provisions and regulations thereto.
2.5 Committee. "Committee" means the Compensation
Committee of the Board, or such other committee of the Board as
may be designated by the Board to administer the Plan; provided
that the Committee shall consist of three or more directors of
Oryx, all of whom are both a "Non-Employee Director" within the
meaning of Rule 16b-3 under the Exchange Act and an "outside
director" within the meaning of the definition of such term as
contained in Treasury Regulation Section 1.162-27(e)(3)
interpreting Section 162(m) of the Code, or any successor
definitions adopted. The members of the Committee shall be
appointed from time to time by, and shall serve at the discretion
of, the Board.
2.6 Common Stock. "Common Stock" means the Common Stock,
$1.00 par value per share, of Oryx, or any stock or other
securities of Oryx hereafter issued or issuable in substitution
or exchange for the Common Stock.
2.7 Company. "Company" means Oryx and its Subsidiaries.
2.8 Corporate Change. A "Corporate Change" shall be deemed
to have occurred for purposes of the Plan upon (a) the
dissolution or liquidation of Oryx; (b) a reorganization, merger
or consolidation of Oryx with one or more corporations (other
than a merger or consolidation effecting a reincorporation of
Oryx 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
Oryx and their proportionate interests therein immediately prior
to the merger or consolidation); (c) the sale of all or
substantially all of the assets of Oryx; or (d) the occurrence of
a Change in Control. A "Change in Control" shall be deemed to
have occurred for purposes of the Plan if (a) individuals who
were directors of Oryx immediately prior to a Control Transaction
shall cease, within two years of such Control Transaction, to
constitute a majority of the Board (or of the Board of Directors
of any successor to Oryx or to a company which has acquired all
or substantially all its assets) or (b) any entity, person or
Group acquires shares of Oryx 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. As used herein, "Control Transaction"
means (a) any tender offer for or acquisition of capital stock of
Oryx, (b) any merger or consolidation of Oryx, (c) any contested
election of directors of Oryx 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. As used herein,
"Group" means persons who act "in concert" as described in
Sections 13(d)(3) and/or 14(d)(2) of the Exchange Act.
2.9 Disability. "Disability" means a condition of an
Employee that entitles the Employee to benefits under the Oryx
Energy Company Long-Term Disability Plan, as amended from time to
time (or any successor plan).
2.10 Dividend Equivalents. "Dividend Equivalents" means an
Award granted to a Participant pursuant to Article 10.
2.11 Effective Date. "Effective Date" means the date an
Award is determined to be effective by the Committee or the Board
upon its grant of such Award.
2.12 Employee. "Employee" means any person treated as an
employee by Oryx or a Subsidiary, other than a person employed on
a temporary or seasonal basis while in a temporary or seasonal
status. "Employee" shall not include any person treated by Oryx
or a Subsidiary as an independent contractor.
2.13 Exchange Act. "Exchange Act" means the Securities
Exchange Act of 1934, as amended from time to time, including
rules thereunder and successor provisions and rules thereto.
2.14 Fair Market Value. "Fair Market Value" means, as of
any specified date, the closing sales price of the Common Stock
on the New York Stock Exchange (or, if the Common Stock is not
listed on such exchange, such other national stock exchange or
stock market on which the Common Stock is then listed) on that
date, or if no such prices of the Common Stock are reported on
that date, on the last preceding date on which such prices of the
Common Stock are so reported, all as reported in the New York
Stock Exchange Composite Transactions listings published in The
Wall Street Journal, or in a similar report selected by the
Committee. If the Common Stock is not publicly traded at the
time a determination of its value is required to be made under
the Plan, the determination of its Fair Market Value shall be
made by the Committee in such manner as it deems appropriate.
2.15 Incentive Stock Option. "Incentive Stock Option" means
an option to purchase shares of Common Stock that is intended to
meet the requirements of Section 422(b) of the Code.
2.16 Limited Right. "Limited Rights" means an Award granted
to a Participant pursuant to Article 8.
2.17 Nonqualified Stock Option. "Nonqualified Stock Option"
means an option to purchase shares of Common Stock that is not
intended to meet the requirements of Section 422(b) of the Code.
2.18 Option. "Option" means an option to purchase shares of
Common Stock granted to a Participant pursuant to Article 7, and
includes both Incentive Stock Options and Nonqualified Stock
Options.
2.19 Oryx. "Oryx" means Oryx Energy Company, a Delaware
corporation, and any successor thereto.
2.20 Other Incentive Award. "Other Incentive Award" means
an Award granted to a Participant pursuant to Article 11.
2.21 Outside Director. "Outside Director" means an
individual duly elected or chosen as a director of Oryx who is
not also an Employee.
2.22 Participant. "Participant" means any Employee or
Outside Director to whom an Award has been granted under the
Plan.
2.23 Plan. "Plan" means this Oryx Energy Company 1997 Long-
Term Incentive Plan.
2.24 Restricted Stock. "Restricted Stock" means an Award of
shares of Common Stock granted to a Participant pursuant to, and
with such restrictions as are imposed under, Article 9.
Restricted Stock shall constitute issued and outstanding shares
of Common Stock for all corporate purposes.
2.25 Retirement. "Retirement" means the termination of an
Employee's employment with the Company which entitles the
Employee to an immediate "early retirement" or "normal
retirement" benefit under the Oryx Energy Company Retirement
Plan, as amended from time to time (or any successor plan).
2.26 Subsidiary. "Subsidiary" means a "subsidiary
corporation" of Oryx, as that term is defined in Section 424(f)
of the Code.
Article 3. Plan Administration
3.1 Responsibility of Committee. Subject to the terms and
provisions of the Plan, including, without limitation, Section
3.6, the Committee shall have total and exclusive responsibility
to control, operate, manage and administer the Plan in accordance
with its terms.
3.2 Authority of Committee. The Committee shall have all
the authority that may be necessary or helpful to enable it to
discharge its responsibilities with respect to the Plan. Without
limiting the generality of the preceding sentence, the Committee
shall have the exclusive right, subject to the provisions of
Section 3.6, to: (a) interpret the Plan and the Award Agreements
executed hereunder; (b) determine eligibility for participation
in the Plan; (c) decide all questions concerning eligibility for,
and the amount of, Awards payable under the Plan; (d) construe
any ambiguous provision of the Plan or any Award Agreement;
(e) prescribe the form of the Award Agreements embodying Awards
granted under the Plan; (f) correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award
Agreement; (g) issue administrative guidelines as an aid to
administer the Plan and make changes in such guidelines as it
from time to time deems proper; (h) make regulations for carrying
out the Plan and make changes in such regulations as it from time
to time deems proper; (i) determine whether Awards should be
granted singly, in combination or in tandem; (j) to the extent
permitted under the Plan, grant waivers of Plan terms,
conditions, restrictions and limitations; (k) accelerate the
exercise, vesting or payment of an Award when such action or
actions would be in the best interests of the Company; (l)
subject to the last sentence of Section 7.2, grant Awards in
replacement of Awards previously granted under the Plan or any
other employee benefit plan of the Company; and (m) take any and
all other actions it deems necessary or advisable for the proper
operation or administration of the Plan.
3.3 Discretionary Authority. The Committee shall have full
discretionary authority in all matters related to the discharge
of its responsibilities and the exercise of its authority under
the Plan, including, without limitation, its construction of the
terms of the Plan and its determination of eligibility for
participation and Awards under the Plan. The decisions of the
Committee and its actions with respect to the Plan shall be
final, conclusive and binding on all persons having or claiming
to have any right or interest in or under the Plan, including
Participants and their respective estates, beneficiaries and
legal representatives.
3.4 Action by the Committee. The Committee may act only by
a majority of its members. Any determination of the Committee
may be made, without a meeting, by a writing or writings signed
by all of the members of the Committee. In addition, the
Committee may authorize any one or more of its members to execute
and deliver documents on behalf of the Committee.
3.5 Delegation of Authority. Notwithstanding anything
contained in the Plan to the contrary, the Committee may, in its
discretion, delegate some or all of its authority under the Plan
to any person or persons; provided, however, that any such
delegation shall be in writing; and provided further that only
the Committee may select and grant Awards to Employees who are
subject to Section 16 of the Exchange Act or who are "covered
employees" within the meaning of Section 162(m) of the Code.
3.6 Board Authority. Notwithstanding the authority hereby
delegated to the Committee to administer the Plan, the Board
shall have sole and exclusive authority, subject to the express
provisions of the Plan, to grant Awards to Outside Directors
under the Plan, to determine the terms, conditions, restrictions
and/or limitations applicable to such Awards and to make all
other determinations and take any and all other actions it deems
necessary or advisable with respect to such Awards. The Board
shall have no authority under the Plan to select and grant Awards
to Employees, and such authority is vested exclusively in the
Committee.
3.7 Liability; Indemnification. No member of the Committee
or the Board nor any person to whom authority has been delegated
by the Committee, shall be personally liable for any action,
interpretation or determination made in good faith with respect
to the Plan or Awards granted hereunder, and each member of the
Committee and the Board shall be fully indemnified and protected
by Oryx with respect to any liability he or she may incur with
respect to any such action, interpretation or determination, to
the extent permitted by applicable law and to the extent provided
in the Certificate of Incorporation and Bylaws of Oryx, as
amended from time to time, or under any agreement between any
such member and Oryx.
Article 4. Eligibility
All Employees and Outside Directors are eligible to
participate in the Plan. The Committee shall select, from time
to time, Participants from those Employees, and the Board shall
select, from time to time, Participants from those Outside
Directors, who, in the opinion of the Committee or the Board, can
further the Plan's purposes. In making this selection, the
Committee and the Board may give consideration to the functions
and responsibilities of the Participant, his or her past, present
and potential contributions to the growth and success of the
Company and such other factors deemed relevant by the Committee
or the Board. Once a Participant is so selected, the Committee
or the Board shall determine the type and size of Award to be
granted to the Participant and shall establish in the related
Award Agreement the terms, conditions, restrictions and/or
limitations applicable to the Award, in addition to those set
forth in the Plan and the administrative rules and regulations,
if any, established by the Committee. No Employee is entitled to
receive an Award unless selected by the Committee, and no Outside
Director is entitled to receive an Award unless selected by the
Board.
Article 5. Form of Awards
Awards may, at the Committee's or the Board's sole
discretion, be granted under the Plan in the form of Options
pursuant to Article 7, Limited Rights pursuant to Article 8,
Restricted Stock pursuant to Article 9, Dividend Equivalents
pursuant to Article 10, Other Incentive Awards pursuant to
Article 11 or a combination thereof. All Awards shall be subject
to the terms, conditions, restrictions and limitations of the
Plan. The Committee or the Board may, in its sole judgment,
subject any Award to such other terms, conditions, restrictions
and/or limitations (including, but not limited to, the time and
conditions of exercise, vesting or payment of an Award and
restrictions on transferability of any shares of Common Stock
issued or delivered pursuant to an Award), provided they are not
inconsistent with the terms of the Plan. Awards under a
particular Article of the Plan need not be uniform, and Awards
under two or more Articles of the Plan may be combined into a
single Award Agreement. Any combination of Awards may be granted
at one time and on more than one occasion to the same
Participant.
Article 6. Shares Subject to the Plan
6.1 Available Shares. The maximum number of shares of
Common Stock that shall be available for grant of Awards under
the Plan shall not exceed 5,000,000, subject to adjustment as
provided in Sections 6.2 and 6.3. 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,
in its discretion, shall from time to time determine.
6.2 Adjustments for Recapitalizations and Reorganizations.
(a) The shares with respect to which Awards may be granted
under the Plan are shares of Common Stock as presently
constituted, but if, and whenever, prior to the expiration or
satisfaction of an Award theretofore granted, Oryx shall effect a
subdivision or consolidation of shares of Common Stock or the
payment of a stock dividend on Common Stock without receipt of
consideration by Oryx, the number of shares of Common Stock with
respect to which such Award may thereafter be exercised or
satisfied, as applicable, (i) in the event of an increase in the
number of outstanding shares shall be proportionately increased,
and the exercise price per share shall be proportionately
reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the
exercise price per share shall be proportionately increased.
(b) If Oryx recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise or satisfaction, as
applicable, of an Award theretofore granted the Participant shall
be entitled to (or entitled to purchase, if applicable) under
such Award, in lieu of the number of shares of Common Stock then
covered by such Award, the number and class of shares of stock or
other securities to which the Participant would have been
entitled pursuant to the terms of the recapitalization if,
immediately prior to such recapitalization, the Participant had
been the holder of record of the number of shares of Common Stock
then covered by such Award.
(c) In the event of changes in the outstanding Common Stock
by reason of recapitalizations, reorganizations, mergers,
consolidations, combinations, separations (including a spin-off
or other distribution of stock or property), exchanges or other
relevant changes in capitalization occurring after the date of
grant of any Award and not otherwise provided for by this Section
6.2, any outstanding Awards and any Award Agreements evidencing
such Awards shall be subject to adjustment by the Committee at
its discretion as to the number, price and kind of shares or
other consideration subject to, and other terms of, such Awards
to reflect such changes in the outstanding Common Stock.
(d) In the event of any changes in the outstanding Common
Stock provided for in this Section 6.2, the aggregate number of
shares available for grant of Awards under the Plan may be
equitably adjusted by the Committee, whose determination shall be
conclusive. Any adjustment provided for in this Section 6.2
shall be subject to any required stockholder action.
6.3 Adjustments for Awards. The Committee shall have full
discretion to determine the manner in which shares of Common
Stock available for grant of Awards under the Plan are counted.
Without limiting the discretion of the Committee under this
Section 6.3, unless otherwise determined by the Committee, the
following rules shall apply for the purpose of determining the
number of shares of Common Stock available for grant of Awards
under the Plan:
(a) Options and Restricted Stock. The grant of an
Option or Restricted Stock shall reduce the number of shares
available for grant of Awards under the Plan by the number
of shares subject to such Award.
(b) Limited Rights. The grant of Limited Rights shall
not affect the number of shares available for grant of
Awards under the Plan.
(c) Dividend Equivalents. The grant of Dividend
Equivalents shall not affect the number of shares available
for grant of Awards under the Plan, but such number of
shares shall be reduced by any shares issued in payment or
settlement of Dividend Equivalents.
(d) Other Incentive Awards. The grant of an Other
Incentive Award in the form of Common Stock or that may be
paid or settled only in Common Stock shall reduce the number
of shares available for grant of Awards under the Plan by
the number of shares subject to such Award. The grant of an
Other Incentive Award that may be paid or settled only for
cash shall not affect the number of shares available for
grant of Awards under the Plan. The grant of an Other
Incentive Award that may be paid or settled in either Common
Stock or cash shall reduce the number of shares available
for grant of Awards under the Plan by the number of shares
subject to such Award.
(e) Termination. If any Award referred to in
paragraphs (a) and (d) above (other than an Other Incentive
Award that may be paid or settled only for cash) is canceled
or forfeited, or terminates, expires or lapses, for any
reason (other than the termination of a Related Option (as
defined in Section 8.1) upon exercise of its corresponding
Limited Rights), the shares then subject to such Award shall
again be available for grant of Awards under the Plan.
(f) Payment of Exercise Price and Withholding Taxes.
If previously acquired shares of Common Stock are used to
pay the exercise price of an Award, or shares of Common
Stock that would be acquired upon exercise of an Award are
withheld to pay the exercise price of such Award, the number
of shares available for grant of Awards under the Plan other
than Incentive Stock Options shall be increased by the
number of shares delivered or withheld as payment of such
exercise price. If previously acquired shares of Common
Stock are used to pay withholding taxes payable upon
exercise, vesting or payment of an Award, or shares of
Common Stock that would be acquired upon exercise, vesting
or payment of an Award are withheld to pay withholding taxes
payable upon exercise, vesting or payment of such Award, the
number of shares available for grant of Awards under the
Plan other than Incentive Stock Options shall be increased
by the number of shares delivered or withheld as payment of
such withholding taxes.
Article 7. Options
7.1 General. Awards may be granted to Employees and
Outside Directors in the form of Options. These Options may be
Incentive Stock Options or Nonqualified Stock Options, or a
combination of both; provided, however, that (i) no Incentive
Stock Options shall be granted later than 10 years from the date
of adoption of the Plan by the Board and (ii) only Employees
shall be eligible to receive Incentive Stock Options.
7.2 Terms and Conditions of Options. An Option shall be
exercisable in whole or in such installments and at such times as
may be determined by the Committee or the Board. The price at
which a share of Common Stock may be purchased upon exercise of
an Option shall be determined by the Committee or the Board, but
such exercise price shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the Effective Date of
the Option's grant. The term of each Option shall be as
specified by the Committee or the Board, provided, however, that,
unless otherwise designated by the Committee or the Board, no
Options shall be exercisable later than 10 years from the
Effective Date of the Option's grant. Options shall not be
repriced, i.e., there shall be no grant of an Option to a
Participant in exchange for such Participant's agreement to
cancellation of a higher-priced stock option that was previously
granted to such Participant.
7.3 Restrictions Relating to Incentive Stock Options.
Options granted in the form of Incentive Stock Options shall, in
addition to being subject to the terms and conditions of Section
7.2, comply with Section 422(b) of the Code. Accordingly, to the
extent that the aggregate Fair Market Value (determined at the
time the respective Incentive Stock Option is granted) of Common
Stock with respect to which Incentive Stock Options are
exercisable for the first time by an individual during any
calendar year under all incentive stock option plans of Oryx and
its parent corporation and Subsidiaries exceeds $100,000, such
excess Incentive Stock Options shall be treated as options which
do not constitute Incentive Stock Options. The Committee shall
determine, in accordance with applicable provisions of the Code,
which of an optionee's Incentive Stock Options will not
constitute Incentive Stock Options because of such limitation and
shall notify the optionee of such determination as soon as
practicable after such determination. No Incentive Stock Option
shall be granted to an Employee under the Plan if, at the time
such Option is granted, such Employee owns stock possessing more
than 10% of the total combined voting power of all classes of
stock of Oryx or its parent corporation or a Subsidiary, within
the meaning of Section 422(b)(6) of the Code, unless (a) on the
Effective Date of grant of such Option, the exercise price of
such Option is at least 110% of the Fair Market Value of the
Common Stock subject to the Option and (b) such Option by its
terms is not exercisable after the expiration of five years from
the Effective Date of the Option's grant.
7.4 Additional Terms and Conditions. The Committee or the
Board may subject any Award of an Option to such other terms,
conditions, restrictions and/or limitations as it determines are
necessary or appropriate, provided they are not inconsistent with
the Plan.
7.5 Exercise of Options. Subject to the terms and
conditions of the Plan, Options shall be exercised by the
delivery of a written notice of exercise to Oryx, setting forth
the number of shares of Common Stock with respect to which the
Option is to be exercised, accompanied by full payment for such
shares.
Upon exercise of an Option, the exercise price of the Option
shall be payable to Oryx in full either: (a) in cash or an
equivalent acceptable to the Committee or (b) in accordance with
any applicable administrative guidelines established by the
Committee, by (i) tendering previously acquired nonforfeitable,
unrestricted shares of Common Stock having an aggregate Fair
Market Value at the time of exercise equal to the total exercise
price (including an actual or deemed multiple series of exchanges
of such shares), (ii) with respect to Nonqualified Stock Options
only, withholding shares which otherwise would be acquired on
exercise having an aggregate Fair Market Value at the time of
exercise equal to the total exercise price or (iii) a combination
of the forms of payment specified in clauses (a), (b)(i) or
(b)(ii) above.
In addition, any grant of a Nonqualified Stock Option under
the Plan may provide that payment of the exercise price of the
Nonqualified Stock Option may also be made in whole or in part in
the form of shares of Restricted Stock or other shares of Common
Stock that are subject to risk of forfeiture or restrictions on
transfer. Unless otherwise determined by the Committee or the
Board at the time of grant of such Nonqualified Stock Option,
whenever the exercise price of such Nonqualified Stock Option is
paid in whole or in part by means of the form of consideration
specified in the immediately preceding sentence, the shares of
Common Stock received by the Participant upon the exercise of
such Option shall be subject to the same risk of forfeiture and
restrictions on transfer as those that applied to the
consideration surrendered by the Participant. However, the risk
of forfeiture and restrictions on transfer shall apply only to
the same number of shares of Common Stock received by the
Participant upon exercise as applied to the forfeitable or
restricted Common Stock surrendered by the Participant in payment
of the exercise price.
Payment of the exercise price of an Option may also be made,
in the discretion of the Committee, by delivery to Oryx or its
designated agent of an executed irrevocable option exercise form
together with irrevocable instructions to a broker-dealer to sell
or margin a sufficient portion of the shares with respect to
which the Option is exercised and deliver the sale or margin loan
proceeds directly to Oryx to pay for the exercise price and any
required withholding taxes.
As soon as reasonably practicable after receipt of written
notification of exercise of an Option and full payment of the
exercise price and any required withholding taxes, Oryx shall
deliver to the Participant, in the Participant's name, a stock
certificate or certificates in an appropriate amount based upon
the number of shares of Common Stock purchased under the Option.
7.6 Termination of Service. Each Award Agreement embodying
the Award of an Option shall set forth the extent to which the
Participant shall have the right to exercise the Option following
termination of the Participant's employment or service with the
Company. Such provisions shall be determined in the sole
discretion of the Committee or the Board, need not be uniform
among all Options granted under the Plan and may reflect
distinctions based on the reasons for termination of employment
or service. Subject to Section 6.2, Section 14.2 and Article 12,
in the event that an Employee's Award Agreement embodying the
Award of an Option does not set forth such termination
provisions, the following termination provisions shall apply with
respect to such Award:
(a) Death, Disability or Retirement. If the
employment of a Participant shall terminate by reason of
death, Disability or Retirement, all outstanding Options
held by the Participant shall immediately vest as of the
date of termination of employment and may be exercised, if
at all, no more than three years from the date of
termination of employment, unless the Options, by their
terms, expire earlier; provided that (i) in the case of
Retirement, to the extent Incentive Stock Options are
exercised by the Participant more than three months from the
date of termination of employment, such Options will no
longer qualify for the tax treatment specified in Section
421(a) of the Code, and (ii) in the case of Disability, if
the Disability does not fall within the definition of
"disability" set forth in Section 22(e)(3) of the Code,
Incentive Stock Options exercised by the Participant more
than three months from the date of termination of employment
will no longer qualify for the tax treatment specified in
Section 421(a) of the Code.
(b) Other Termination. If the employment of a
Participant shall terminate for any reason other than the
reasons set forth in paragraph (a) above, whether on a
voluntary or involuntary basis, all outstanding Options held
by the Participant shall immediately be forfeited to the
Company and no additional exercise period shall be allowed,
regardless of the vested status of the Options.
7.7 Maximum Option Grants. Notwithstanding any provision
contained in the Plan to the contrary, the maximum number of
shares of Common Stock for which Options and Limited Rights may
be granted under the Plan to any one Employee during a calendar
year is 500,000.
7.8 Options in Substitution for Options Granted by Other
Corporations. Options may be granted under the Plan from time to
time in substitution for stock options held by employees of
corporations who become, or who became prior to the effective
date of the Plan, Employees as a result of a merger or
consolidation of the employing corporation with Oryx or a
Subsidiary, or the acquisition by Oryx or a Subsidiary of all or
a portion of the assets of the employing corporation, or the
acquisition by Oryx or a Subsidiary of stock of the employing
corporation, with the result that such employing corporation
becomes a Subsidiary.
Article 8. Limited Rights
8.1 General. Limited Rights may be granted under the Plan
to any Participant who is granted an Option under the Plan (a
"Related Option") with respect to all or a portion of the shares
of Common Stock subject to the Related Option. The Committee or
the Board may grant Limited Rights to a Participant only at the
time of grant of the Related Option to the Participant. A
Limited Right may be exercised only during the period beginning
on the date of a Change in Control (as defined in Section 2.8)
and ending on (but including) the thirtieth day following such
date. Each Limited Right shall be exercisable only to the same
extent that the Related Option is exercisable, and in no event
after the termination of the Related Option. Limited Rights
related to Incentive Stock Options shall be exercisable only when
the Fair Market Value (determined as of the date of exercise of
the Limited Rights) of each share of Common Stock with respect to
which the Limited Rights are to be exercised shall exceed the
exercise price per share of Common Stock subject to the related
Incentive Stock Option.
8.2 Termination. Upon the exercise of Limited Rights, the
Related Option shall be deemed to have been terminated to the
extent of the number of shares of Common Stock with respect to
which such Limited Rights are exercised. Upon the exercise or
termination of the Related Option, the Limited Rights with
respect to such Related Option shall be deemed to have been
terminated to the extent of the number of shares of Common Stock
with respect to which the Related Option was so exercised or
terminated.
8.3 Payment. (a) Upon the exercise of Limited Rights
related to Nonqualified Stock Options, the holder thereof shall
receive from Oryx or the appropriate Subsidiary in cash an amount
equal to the product computed by multiplying (i) the excess of
(A) the higher of (x) the Minimum Price Per Share (as hereinafter
defined) or (y) the highest reported closing sales price of a
share of Common Stock on the New York Stock Exchange at any time
during the period beginning on the sixtieth day prior to the date
on which such Limited Rights are exercised and ending on the date
on which such Limited Rights are exercised, over (B) the exercise
price per share of Common Stock subject to the related
Nonqualified Stock Option, times (ii) the number of shares of
Common Stock with respect to which such Limited Rights are being
exercised.
(b) Upon the exercise of Limited Rights related to
Incentive Stock Options, the holder thereof shall receive from
Oryx or the appropriate Subsidiary in cash an amount equal to the
product computed by multiplying (i) the excess of (A) the Fair
Market Value of a share of Common Stock on the date of exercise
of the Limited Rights over (B) the exercise price per share of
Common Stock subject to the related Incentive Stock Option times
(ii) the number of shares of Common Stock with respect to which
such Limited Rights are being exercised.
8.4 Minimum Price Per Share. For purposes of this Article
8, the term "Minimum Price Per Share" shall mean the highest
gross price (before brokerage commissions and soliciting dealers'
fees) paid or to be paid for a share of Common Stock (whether by
way of exchange, conversion, distribution upon liquidation or
otherwise) in any Change in Control which is in effect at any
time during the period beginning on the sixtieth day prior to the
date on which such Limited Rights are exercised and ending on the
date on which such Limited Rights are exercised. For purposes of
this definition, if the consideration paid or to be paid in any
such Change in Control shall consist, in whole or in part, of
consideration other than cash, the Board shall take such action,
as in its judgment it deems appropriate, to establish the cash
value of such consideration.
Article 9. Restricted Stock
9.1 General. Awards may be granted to Employees and
Outside Directors in the form of Restricted Stock. Restricted
Stock shall be awarded in such numbers and at such times as the
Committee or the Board shall determine.
9.2 Restriction Period. At the time an Award of Restricted
Stock is granted, the Committee or the Board shall establish a
period of time (the "Restriction Period") applicable to such
Restricted Stock. Each Award of Restricted Stock may have a
different Restriction Period, in the discretion of the Committee
or the Board. The Restriction Period applicable to a particular
Award of Restricted Stock shall not be changed except as
permitted by Section 6.2, Section 9.3 or Article 12.
9.3 Other Terms and Conditions. Restricted Stock awarded to
a Participant under the Plan shall be represented by a stock
certificate registered in the name of the Participant or, at the
option of Oryx, in the name of a nominee of Oryx. Subject to the
terms and conditions of the Award Agreement, a Participant to
whom Restricted Stock has been awarded shall have the right to
receive dividends thereon during the Restriction Period, to vote
the Restricted Stock and to enjoy all other stockholder rights
with respect thereto, except that (a) the Participant shall not
be entitled to possession of the stock certificate representing
the Restricted Stock until the Restriction Period shall have
expired, (b) Oryx shall retain custody of the Restricted Stock
during the Restriction Period, (c) the Participant may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of
the Restricted Stock during the Restriction Period and (d) a
breach of the terms and conditions established by the Committee
or the Board pursuant to the Award of the Restricted Stock shall
cause a forfeiture of the Restricted Stock. At the time of an
Award of Restricted Stock, the Committee or the Board may, in its
sole discretion, prescribe additional terms, conditions,
restrictions and/or limitations applicable to the Restricted
Stock, including, but not limited to, rules pertaining to the
termination of employment or service (by death, Disability,
Retirement or otherwise) of a Participant prior to expiration of
the Restriction Period.
9.4 Payment for Restricted Stock. A Participant shall not
be required to make any payment for Restricted Stock awarded to
the Participant, except to the extent otherwise required by the
Committee or the Board or by applicable law.
9.5 Miscellaneous. Nothing in this Article 9 shall
prohibit the exchange of shares of Restricted Stock issued under
the Plan pursuant to a plan of reorganization for stock or
securities of Oryx or another corporation a party to the
reorganization, but the stock or securities so received for
shares of Restricted Stock shall, except as provided in Section
6.2 or Article 12, become subject to the restrictions applicable
to the Award of such Restricted Stock. Any shares of stock
received as a result of a stock split or stock dividend with
respect to shares of Restricted Stock shall also become subject
to the restrictions applicable to the Award of such Restricted
Stock.
Article 10. Dividend Equivalents
Dividend Equivalents may be granted under the Plan to
Employees and Outside Directors, either as a component of another
Award or as a separate Award, subject to such terms, conditions,
restrictions and/or limitations as the Committee or the Board may
establish. In general, and subject to such terms, conditions,
restrictions and/or limitations as the Committee or the Board may
establish, an Award of Dividend Equivalents shall confer upon the
Participant a right to receive, in the event of a cash or stock
dividend or other distribution paid or made on the outstanding
shares of Common Stock, an amount equal to the dividend or other
distribution that would have been received by the Participant had
the shares of Common Stock covered by the Award been issued and
outstanding on the record date established for such dividend or
other distribution. Dividend Equivalents may be paid currently
or may be deemed to be reinvested in additional shares of Common
Stock (which may thereafter accrue additional Dividend
Equivalents). Any such reinvestment shall be at the Fair Market
Value of the Common Stock at the time thereof. Dividend
Equivalents may be paid in cash, shares of Common Stock, other
Awards or other property, or a combination thereof, in a single
payment or in installments, and at such time or times as the
Committee or the Board shall determine. Dividend Equivalents
granted as a component of another Award may provide that such
Dividend Equivalents shall be paid upon exercise, payment or
settlement of or lapse of restrictions on such other Award, and
that such Dividend Equivalents shall expire or be forfeited under
the same conditions as such other Award. Dividend Equivalents
granted as a component of another Award may also contain terms
and conditions different from such other Award.
Article 11. Other Incentive Awards
Other Incentive Awards may be granted under the Plan to
Employees and Outside Directors based upon, payable in or
otherwise related to, in whole or in part, shares of Common Stock
if the Committee or the Board, in its sole discretion, determines
that such Other Incentive Awards are consistent with the purposes
of the Plan. Subject to the terms and provisions of the Plan,
Other Incentive Awards may be granted to Employees and Outside
Directors in such amount, upon such terms and at any time and
from time to time as shall be determined by the Committee or the
Board. Each grant of an Other Incentive Award shall be evidenced
by an Award Agreement that shall specify the amount of the Other
Incentive Award and the terms, conditions, restrictions and/or
limitations applicable to such Award. Payment of Other Incentive
Awards shall be made at such times and in such form, which may be
cash, shares of Common Stock or other property (or a combination
thereof), as established by the Committee or the Board, subject
to the terms of the Plan.
Article 12. Corporate Change
Notwithstanding anything contained in the Plan to the
contrary, in the event of a Corporate Change, unless otherwise
provided in the related Award Agreement: (a) each Option then
outstanding shall become exercisable in full; (b) all
restrictions (other than restrictions imposed by law) and
conditions of all Restricted Stock, Dividend Equivalents and
Other Incentive Awards then outstanding shall be deemed
satisfied; and (c) all other criteria and objectives the
attainment of which are a pre-condition to exercise, vesting,
payment or settlement of all Dividend Equivalents and Other
Incentive Awards then outstanding shall be deemed fully satisfied
at the maximum criteria levels.
Article 13. Amendment and Termination
The Board may at any time suspend, terminate, amend or
modify the Plan, in whole or in part; 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 Oryx if Oryx, on the advice of counsel,
determines that such stockholder approval is necessary or
desirable. Upon termination of the Plan, the terms and
provisions of the Plan shall, notwithstanding such termination,
continue to apply to Awards granted prior to such termination.
No suspension, termination, amendment or modification of the Plan
shall adversely affect in any material way any Award previously
granted under the Plan, without the consent of the Participant
holding such Award (except that such consent shall not be
required in the case of an amendment or modification required
following a change in law or interpretation thereof to cause
Options and Limited Rights under the Plan to continue to qualify
as "performance-based compensation" within the meaning of Section
162(m) of the Code).
Article 14. Miscellaneous
14.1 Award Agreements. After the Committee or the Board
grants an Award under the Plan to a Participant, Oryx and the
Participant shall enter into an Award Agreement setting forth the
terms, conditions, restrictions and/or limitations applicable to
the Award and such other matters as the Committee or the Board
may determine to be appropriate. The terms and provisions of the
respective Award Agreements need not be identical. In the event
of any conflict between an Award Agreement and the Plan, the
terms of the Plan shall govern.
14.2 Noncompetition. Notwithstanding anything contained in
the Plan to the contrary, prior to a Change in Control, in the
event the Committee or the Board determines, in its sole
discretion, that a Participant is engaging or has engaged,
directly or indirectly, in any manner or capacity, whether as
principal, agent, partner, director, officer, employee,
consultant, stockholder or otherwise, in any Competitive Activity
(as hereinafter defined), during the term of his or her
employment or service with the Company or at any time during the
three-year period following the termination of his or her
employment or service, the Committee or the Board may cancel, in
whole or in part, any and all Awards granted to such Participant
under the Plan, whether or not then exercisable (other than
shares of Restricted Stock that have vested). For purposes of
this Section 14.2, "Competitive Activity" shall mean the
exploration, development or production of oil or gas, or
activities related thereto, in the same geographical market where
substantially similar activities are being carried on, directly
or indirectly, by Oryx or any Subsidiary. The determination of
whether a Participant is engaging or has engaged in Competitive
Activity with the Company shall be made by the Committee or the
Board in good faith and in its sole discretion.
14.3 Nonassignability. Except as otherwise provided in a
Participant's Award Agreement, no Award granted under the Plan
may be sold, transferred, pledged, exchanged, hypothecated or
otherwise disposed of, other than by will or pursuant to the
applicable laws of descent and distribution. Further, no such
Award shall be subject to execution, attachment or similar
process. Any attempted sale, transfer, pledge, exchange,
hypothecation or other disposition of an Award not specifically
permitted by the Plan or the Award Agreement shall be null and
void and without effect. All Awards granted to a Participant
under the Plan shall be exercisable during his or her lifetime
only by such Participant or, in the event of the Participant's
legal incapacity, by his or her guardian or legal representative.
14.4 No Fractional Shares. No fractional shares of Common
Stock shall be issued or delivered pursuant to the Plan or any
Award granted hereunder, and no payment or other adjustment shall
be made in respect of any such fractional share.
14.5 Withholding Taxes. The Company shall be entitled to
deduct from any payment made under the Plan, regardless of the
form of such payment, the amount of all applicable income and
employment taxes required by law to be withheld with respect to
such payment, may require the Participant to pay to the Company
such withholding taxes prior to and as a condition of the making
of any payment or the issuance or delivery of any shares of
Common Stock under the Plan and shall be entitled to deduct from
any other compensation payable to the Participant any withholding
obligations with respect to Awards under the Plan. In accordance
with any applicable administrative guidelines it establishes, the
Committee may allow a Participant to pay the amount of taxes
required by law to be withheld from or with respect to an Award
by (a) withholding shares of Common Stock from any payment of
Common Stock due as a result of such Award or (b) permitting the
Participant to deliver to the Company previously acquired shares
of Common Stock, in each case having a Fair Market Value equal to
the amount of such required withholding taxes.
14.6 Regulatory Approvals and Listings. Notwithstanding
anything contained in the Plan to the contrary, Oryx shall have
no obligation to issue or deliver shares of Common Stock under
the Plan prior to (a) the obtaining of any approval from any
governmental agency which Oryx shall, in its sole discretion,
determine to be necessary or advisable, (b) the admission of such
shares to listing on the stock exchange or stock market on which
the Common Stock may be listed and (c) the completion of any
registration or other qualification of such shares under any
Federal or state law or ruling of any governmental body which
Oryx shall, in its sole discretion, determine to be necessary or
advisable.
14.7 No Right to Continued Employment or Grants.
Participation in the Plan shall not give any Employee any right
to remain in the employ of Oryx or any Subsidiary, and Oryx and
its Subsidiaries reserve the right to terminate the employment of
any Employee at any time. Further, participation in the Plan
shall not give any Outside Director any right to continue as a
director of Oryx. The adoption of the Plan shall not be deemed
to give any Employee, Outside Director or other individual any
right to be selected as a Participant or to be granted an Award.
14.8 Binding Effect. The obligations of Oryx under the Plan
shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization
of Oryx, or upon any successor corporation or organization
succeeding to all or substantially all of the assets and business
of Oryx. The terms and conditions of the Plan shall be binding
upon each Participant and his or her heirs, legatees,
distributees and legal representatives.
14.9 Severability. If any provision of the Plan or any
Award Agreement 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.
14.10 No Restriction of Corporate Action. Nothing
contained in the Plan shall be construed to prevent Oryx or any
Subsidiary from taking any corporate action (including any
corporate action to suspend, terminate, amend or modify the Plan)
that is deemed by Oryx 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 Awards made or to be made under
the Plan. No Participant or other person shall have any claim
against Oryx or any Subsidiary as a result of such action.
14.11 Notices. All notices required or permitted to be
given or made under the Plan or any Award Agreement shall be in
writing and shall be deemed to have been duly given or made if
(a) delivered personally, (b) transmitted by first class
registered or certified United States mail, postage prepaid,
return receipt requested, (c) sent by prepaid overnight courier
service or (d) sent by telecopy or facsimile transmission, answer
back requested, to the person who is to receive it at the address
that such person has theretofore specified by written notice
delivered in accordance herewith. Such notices shall be
effective (a) if delivered personally or sent by courier service,
upon actual receipt by the intended recipient, (b) if mailed,
upon the earlier of five days after deposit in the mail or the
date of delivery as shown by the return receipt therefor or (c)
if sent by telecopy or facsimile transmission, when the answer
back is received. Oryx or a Participant may change, at any time
and from time to time, by written notice to the other, the
address that it or such Participant had theretofore specified for
receiving notices. Until such address is changed in accordance
herewith, notices hereunder or under an Award Agreement shall be
delivered or sent (a) to a Participant at his or her address as
set forth in the records of the Company or (b) to Oryx at the
principal executive offices of Oryx clearly marked "Attention:
LTIP Administration".
14.12 Governing Law. The Plan shall be governed by and
construed in accordance with the laws of the State of Texas,
except as superseded by applicable Federal law.
14.13 No Right, Title or Interest in Company Assets. No
Participant shall have any rights as a stockholder of Oryx as a
result of participation in the Plan until the date of issuance of
a stock certificate in his or her name and, in the case of
Restricted Stock, unless and until such rights are granted to the
Participant under the Plan. To the extent any person acquires a
right to receive payments from the Company under the Plan, such
rights shall be no greater than the rights of an unsecured
creditor of the Company, and such person shall not have any
rights in or against any specific assets of the Company. All of
the Awards granted under the Plan shall be unfunded.
14.14 Risk of Participation. Nothing contained in the
Plan shall be construed either as a guarantee by Oryx or its
Subsidiaries, or their respective stockholders, directors,
officers or employees, of the value of any assets of the Plan or
as an agreement by Oryx or its Subsidiaries, or their respective
stockholders, directors, officers or employees, to indemnify
anyone for any losses, damages, costs or expenses resulting from
participation in the Plan.
14.15 No Guarantee of Tax Consequences. No person
connected with the Plan in any capacity, including, but not
limited to, Oryx and the Subsidiaries and their respective
directors, officers, agents and employees, makes any
representation, commitment or guarantee that any tax treatment,
including, but not limited to, Federal, state and local income,
estate and gift tax treatment, will be applicable with respect to
any Awards or payments thereunder made to or for the benefit of a
Participant under the Plan or that such tax treatment will apply
to or be available to a Participant on account of participation
in the Plan.
14.16 Other Benefits. No Award granted under the Plan
shall be considered compensation for purposes of computing
benefits or contributions under any retirement plan of Oryx or
any Subsidiary, nor affect any benefits or compensation under any
other benefit or compensation plan of Oryx or any Subsidiary now
or subsequently in effect.
14.17 Predecessor Plan. Upon approval of the Plan by
the stockholders of Oryx at the 1997 Annual Meeting of
Stockholders, no further awards shall be granted under the Oryx
Energy Company 1992 Long-Term Incentive Plan (the "Predecessor
Plan"), except to the extent required pursuant to the terms of
any awards outstanding under the Predecessor Plan on the date of
such approval and except for any grants of restricted stock
authorized prior to the date of such approval by the committee
administering the Predecessor Plan; provided, however, that
nothing in this Section 14.17 shall prevent the committee
administering the Predecessor Plan from taking any action
permitted under Article XIII of the Predecessor Plan.
14.18 Miscellaneous. Headings are given to the articles
and sections 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>
(214) 969-1358 Exhibit 5.1
May 1, 1997
Oryx Energy Company
13155 Noel Road
Dallas, Texas 75240-5067
Re: Form S-8 Registration Statement -
1997 Long-Term 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
5,000,000 shares of the Company's Common Stock, par value $1.00
per share (the "Shares"), for issuance and sale pursuant to the
Company's 1997 Long-Term 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
<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, 1997, 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, 1996.
/s/ Coopers & Lybrand
L.L.P.
Dallas, Texas
May 6, 1997
<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 1997 LONG-TERM INCENTIVE PLAN
on Form S-8 under the Securities Act of 1933 and any or all
amendments thereto and to file 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,
(Robert L. Keiser) Chief Executive Officer,
President, and Director
(principal executive
officer) May 2, 1997
/s/ JERRY W. BOX Executive Vice President,
(Jerry W. Box) Chief Operating
Officer,
and Director May 2, 1997
/s/ EDWARD W. MONEYPENNY Executive Vice President,
(Edward W. Moneypenny) Chief Operating Officer,
and Director May 2, 1997
/s/ ROBERT L. THOMPSON Comptroller and Corporate
(Robert L. Thompson) Planning Director
(principal accounting
officer) May 2, 1997
/s/ WILLIAM E. BRADFORD Director May 2, 1997
(William E. Bradford)
<PAGE>
Signature Title Date
/s/ SYLVIA A. EARLE Director May 2, 1997
(Sylvia A. Earle)
/s/ DAVID C. GENEVER-WATLING Director May 2, 1997
(David C. Genever-Watling)
/s/ DAVID S. HOLLINGSWORTH Director May 2, 1997
(David S. Hollingsworth)
/s/ PAUL R. SEEGERS Director May 2, 1997
(Paul R. Seegers)
/s/ IAN L. WHITE-THOMSON Director May 2, 1997
(Ian L. White-Thomson)
