exv10w18



 



EXHIBIT 10.18



Remington Oil and Gas Corporation




2004 Stock Incentive Plan




May 24, 2004


1








 




Remington Oil and Gas Corporation




2004 Stock Incentive Plan




Table of Contents



	 	 	 	 	 	 	 	 
	
    Article I  Introduction	 	 	4	 
	 	
    
    1.1

    	 	
    Purpose
    	 	 	4	 
	 	
    
    1.2

    	 	
    Definitions
    	 	 	4	 
	 	
    
    1.3

    	 	
    Shares Subject to the Plan
    	 	 	7	 
	 	
    
    1.4

    	 	
    Administration of the Plan
    	 	 	7	 
	 	
    
    1.5

    	 	
    Amendment and Discontinuance of the Plan
    	 	 	7	 
	 	
    
    1.6

    	 	
    Granting of Awards to Participants
    	 	 	7	 
	 	
    
    1.7

    	 	
    Term of Plan
    	 	 	8	 
	 	
    
    1.8

    	 	
    Leave of Absence
    	 	 	8	 
	 
	
    Article II  Non-Qualified Stock
    Options	 	 	8	 
	 	
    
    2.1

    	 	
    Eligibility
    	 	 	8	 
	 	
    
    2.2

    	 	
    Exercise Price
    	 	 	8	 
	 	
    
    2.3

    	 	
    Terms and Conditions of Options
    	 	 	8	 
	 	
    
    2.4

    	 	
    Option Repricing
    	 	 	9	 
	 	
    
    2.5

    	 	
    Amendment
    	 	 	9	 
	 	
    
    2.6

    	 	
    Acceleration of Vesting
    	 	 	10	 
	 
	
    Article III  Incentive
    Options	 	 	10	 
	 	
    
    3.1

    	 	
    Eligibility
    	 	 	10	 
	 	
    
    3.2

    	 	
    Exercise Price
    	 	 	10	 
	 	
    
    3.3

    	 	
    Dollar Limitation
    	 	 	10	 
	 	
    
    3.4

    	 	
    10% Stockholder
    	 	 	10	 
	 	
    
    3.5

    	 	
    Options Not Transferable
    	 	 	10	 
	 	
    
    3.6

    	 	
    Compliance with 422
    	 	 	10	 
	 	
    
    3.7

    	 	
    Limitations on Exercise
    	 	 	10	 
	 
	
    Article IV  Purchased
    Stock	 	 	11	 
	 	
    
    4.1

    	 	
    Eligible Persons
    	 	 	11	 
	 	
    
    4.2

    	 	
    Purchase Price
    	 	 	11	 
	 	
    
    4.3

    	 	
    Payment of Purchase Price
    	 	 	11	 
	 
	
    Article V  Bonus
    Stock	 	 	11	 
	 
	
    Article VI  Stock Appreciation
    Rights and Phantom Stock	 	 	11	 
	 	
    
    6.1

    	 	
    Stock Appreciation Rights
    	 	 	11	 
	 	
    
    6.2

    	 	
    Phantom Stock Awards
    	 	 	12	 
	 
	
    Article VII  Restricted
    Stock	 	 	12	 
	 	
    
    7.1

    	 	
    Eligible Persons
    	 	 	12	 
	 	
    
    7.2

    	 	
    Restricted Period and Vesting
    	 	 	12	 




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2004 Stock Incentive Plan-continued




	 	 	 	 	 	 	 	 	 
	
    Article VIII  Performance
    Awards	 	 	13	 
	 	 	
    
    8.1

    	 	
    Performance Awards
    	 	 	13	 
	 	 	
    
    8.2

    	 	
    Performance Goals
    	 	 	13	 
	 
	
    Article IX  Other Stock or
    Performance-Based Awards	 	 	15	 
	 
	
    Article X  Certain Provisions
    Applicable to All Awards	 	 	15	 
	 	
    
    10.1

    	 	
    General
    	 	 	15	 
	 	
    
    10.2

    	 	
    Stand-Alone, Additional, Tandem, and Substitute
    Awards
    	 	 	15	 
	 	
    
    10.3

    	 	
    Term of Awards
    	 	 	16	 
	 	
    
    10.4

    	 	
    Form and Timing of Payment under Awards; Deferrals
    	 	 	16	 
	 	
    
    10.5

    	 	
    Vested and Unvested Awards
    	 	 	16	 
	 	
    
    10.6

    	 	
    Exemptions from Section 16(b) Liability
    	 	 	16	 
	 	
    
    10.7

    	 	
    Securities Requirements
    	 	 	16	 
	 	
    
    10.8

    	 	
    Transferability
    	 	 	17	 
	 	
    
    10.9

    	 	
    Rights as a Stockholder
    	 	 	17	 
	 	
    
    10.1

    	 	
    0 Listing and
    Registration of Shares of Common Stock
    	 	 	17	 
	 	
    
    10.1

    	 	
    1 Termination of
    Employment, Death and Disability
    	 	 	17	 
	 	
    
    10.1

    	 	
    2 Change in Control
    	 	 	18	 
	 
	
    Article XI  Withholding for
    Taxes	 	 	18	 
	 
	
    Article XII  Miscellaneous	 	 	19	 
	 	
    
    12.1

    	 	
    No Rights to Awards
    	 	 	19	 
	 	
    
    12.2

    	 	
    No Right to Employment
    	 	 	19	 
	 	
    
    12.3

    	 	
    Governing Law
    	 	 	19	 
	 	
    
    12.4

    	 	
    Severability
    	 	 	19	 
	 	
    
    12.5

    	 	
    Other Laws
    	 	 	19	 




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Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




Article I



Introduction




1.1     Purpose.
The Remington Oil and Gas Corporation 2004 Stock Incentive Plan
(the “Plan”) is intended to promote the
interests of Remington Oil and Gas Corporation, a Delaware
corporation, (the “Company”) and its
stockholders by encouraging Employees and Non-Employee Directors
of the Company or its Affiliates (as defined below) to acquire
or increase their equity interests in the Company, thereby
giving them an added incentive to work toward the continued
growth and success of the Company. The Board of Directors of the
Company (the “Board”) also contemplates that
through the Plan, the Company and its Affiliates will be better
able to compete for the services of the individuals needed for
the continued growth and success of the Company.




1.2     Definitions.
As used in the Plan, the following terms shall have the meanings
set forth below:




		
	 	
    “Affiliate”
    means (i) any entity in which the Company, directly or
    indirectly, owns 10% or more of the combined voting power, as
    determined by the Committee, (ii) any “parent
    corporation” of the Company (as defined in
    section 424(e) of the Code), (iii) any
    “subsidiary corporation” of any such parent
    corporation (as defined in section 424(f) of the Code) of
    the Company and (iv) any trades or businesses, whether or
    not incorporated which are members of a controlled group or are
    under common control (as defined in Sections 414(b) or
    (c) of the Code) with the Company.
    
	 
	 	
    “Awards”
    means, collectively, Options, Purchased Stock, Bonus Stock,
    Stock Appreciation Rights, Phantom Stock, Restricted Stock,
    Performance Awards, or Other Stock or Performance Based Awards.
    
	 
	 	
    “Bonus
    Stock” is defined in
    Article V.
    
	 
	 	
    “Cause”
    for termination of any Participant who is a party to an
    agreement of employment with or services to the Company shall
    mean termination for “Cause” as such term is defined
    in such agreement, the relevant portions of which are
    incorporated herein by reference. If such agreement does not
    define “Cause” or if a Participant is not a party to
    such an agreement, “Cause” means (i) the willful
    commission by a Participant of a criminal or other act that
    causes or is likely to cause substantial economic damage to the
    Company or an Affiliate or substantial injury to the business
    reputation of the Company or Affiliate; (ii) the commission
    by a Participant of an act of fraud in the performance of such
    Participant’s duties on behalf of the Company or an
    Affiliate; or (iii) the continuing willful failure of a
    Participant to perform the duties of such Participant to the
    Company or an Affiliate (other than such failure resulting from
    the Participant’s incapacity due to physical or mental
    illness) after written notice thereof (specifying the
    particulars thereof in reasonable detail) and a reasonable
    opportunity to be heard and cure such failure are given to the
    Participant by the Committee. For purposes of the Plan, no act,
    or failure to act, on the Participant’s part shall be
    considered “willful” unless done or omitted to be done
    by the Participant not in good faith and without reasonable
    belief that the Participant’s action or omission was in the
    best interest of the Company or an Affiliate, as the case may be.
    
	 
	 	
    “Change in
    Control” shall be deemed to have
    occurred upon any of the following events:
    





		
	 	
    (i) A merger or consolidation to which the
    Company is a party if the individuals and entities who were
    stockholders of the Company immediately prior to the effective
    date of such a merger or consolidation have beneficial ownership
    (as defined in Rule 13d-3 under the Exchange Act) of less
    than 50% of the total combined voting power for election of
    directors of the surviving corporation following the effective
    date of such merger or consolidation;
    




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Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




		
	 	
    (ii) The acquisition or holding of direct or
    indirect beneficial ownership (as defined under Rule 13d-3
    of the Exchange Act) of securities of the Company representing
    the aggregate 30% or more of the total combined voting power of
    the Company’s then issued and outstanding voting securities
    by any person, entity or group of associated persons or entities
    acting in concert, other than S-Sixteen Holding Company, any
    employee benefit plan of the Company or of any subsidiary of the
    Company, or any entity holding such securities for or pursuant
    to the terms of any such plan, beginning from and after such
    time S-Sixteen Holding Company shall no longer have direct or
    indirect beneficial ownership (as so defined) of securities of
    the Company representing in the aggregate a larger percentage of
    the total combined voting power of the Company’s then
    issued and outstanding securities than that held by any other
    person, entity or group;
    
	 
	 	
    (iii) The sale of all or substantially all
    of the assets of the Company to any person or entity that is not
    a wholly owned subsidiary of the Company; or
    
	 
	 	
    (iv) The approval by the stockholders of the
    Company of any plan or proposal for the liquidation of the
    Company or its material subsidiaries, other than into the
    Company.
    





		
	 	
    “Code”
    means the Internal Revenue Code of 1986, as amended from time to
    time, and the rules and regulations thereunder.
    
	 
	 	
    “Committee”
    means the Compensation Committee appointed by the Board to
    administer the Plan or, if none, the Board; provided however,
    that with respect to any Award granted to a Covered Employee
    which is intended to be “performance-based
    compensation” as described in Section 162(m)(4)(c) of
    the Code, the Committee shall consist solely of two or more
    “outside directors” as described in
    Section 162(m)(4)(c)(i) of the Code.
    
	 
	 	
    “Common Stock”
    means the common stock of the Company,
    no par value (stated value $.01 per share).
    
	 
	 	
    “Covered Employee”
    shall mean the Chief Executive Officer
    of the Company or the four highest paid officers of the Company
    other than the Chief Executive Officer as described in
    Section 162(m)(3) of the Code.
    
	 
	 	
    “Disability”
    means an inability to perform the Participant’s material
    services for the Company for a period of 180 consecutive days
    during any 365-day period as a result of incapacity due to
    mental or physical illness, which is determined to be permanent.
    A determination of Disability shall be made by a physician
    satisfactory to both the Participant (or his guardian) and the
    Company, provided that if the Participant (or his guardian) and
    the Company do not agree on a physician, the Participant and the
    Company shall each select a physician and these two together
    shall select a third physician, whose determination as to
    Disability shall be binding on all parties. Eligibility for
    disability benefits under any policy for long-term disability
    benefits provided to the Participant by the Company shall
    conclusively establish the Participant’s disability.
    
	 
	 	
    “Effective Date”
    means the date that is
    (i) adopted by the Board; and (ii) approved by
    shareholders of the Company, provided that such shareholder
    approval occurs not more than one-year prior to or after the
    date of such adoption. The provisions of the Plan are applicable
    to all Awards granted on or after the Effective Date.
    
	 
	 	
    “Employee”
    means any common law employee of the Company or an Affiliate.
    




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Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




		
	 	
    “Employment”
    includes any period in which a Participant is an Employee to the
    Company or an Affiliate.
    
	 
	 	
    “Fair Market Value or FMV Per
    Share”. The Fair Market Value or
    FMV Per Share of the Common Stock shall be the closing price on
    the New York Stock Exchange or other national securities
    exchange or over-the-counter market, if applicable, for the date
    of the determination, or if no trade of the Common Stock shall
    have been reported for such date, the closing sales price quoted
    on such exchange for the most recent trade prior to the
    determination date. If shares of the Common Stock are not listed
    or admitted to trading on any exchange, over-the-counter market
    or any similar organization as of the determination date, the
    FMV Per Share shall be determined by the Committee in good faith
    using any fair and reasonable means selected in its discretion.
    
	 
	 	
    “Incentive
    Option” means any option that
    satisfies the requirements of Code Section 422 and is
    granted pursuant to Article III of the Plan.
    
	 
	 	
    “Non-Employee
    Director” means persons who are
    members of the Board but who are not Employees of the Company or
    any Affiliate. Non-Employee Director shall include any
    non-elected director emeritus serving in an advisory capacity to
    the Board.
    
	 
	 	
    “Non-Qualified
    Option” shall mean an option not
    intended to satisfy the requirements of Code Section 422
    and which is granted pursuant to Article II of the Plan.
    
	 
	 	
    “Option”
    means an option to acquire Common Stock granted pursuant to the
    provisions of the Plan, and refers to either an Incentive Stock
    Option or a Non-Qualified Stock Option, or both, as applicable.
    
	 
	 	
    “Option Expiration
    Date” means the date determined
    by Committee, which shall not be more than ten years after the
    date of grant of an Option.
    
	 
	 	
    “Optionee”
    means a Participant who has received
    or will receive an Option.
    
	 
	 	
    “Other Stock or Performance-Based
    Award” means an award granted
    pursuant to Article IX of the Plan that is not otherwise
    specifically provided for, the value of which is based in whole
    or in part upon the value of a share of Common Stock.
    
	 
	 	
    “Participant”
    means any Non-Employee Director or Employee granted an Award
    under the Plan.
    
	 
	 	
    “Performance
    Award” means an Award granted
    pursuant to Article VIII of the Plan, which, if earned,
    shall be payable in shares of Common Stock, cash or any
    combination thereof.
    
	 
	 	
    “Purchased
    Stock” means a right to purchase
    Common Stock granted pursuant to Article IV of the Plan.
    
	 
	 	
    “Phantom
    Shares” means an Award of the
    right to receive shares of Common Stock issued at the end of a
    Restricted Period that is granted pursuant to Article VI of
    the Plan.
    
	 
	 	
    “Restricted
    Period” shall mean the period
    established by the Committee with respect to an Award during
    which the Award either remains subject to forfeiture or is not
    exercisable by the Participant.
    
	 
	 	
    “Restricted
    Stock” shall mean any share of
    Common Stock, prior to the lapse of restrictions thereon,
    granted under Article VII of the Plan.
    
	 
	 	
    “Spread”
    means the amount determined pursuant
    to Section 6.1(a) of the Plan.
    
	 
	 	
    “Stock Appreciation
    Rights” means an Award granted
    pursuant to Article VI of the Plan.
    




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Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




1.3     Shares
Subject to the Plan. The aggregate
number of shares of Common Stock that may be issued under the
Plan shall not exceed 2,000,000 shares of Common Stock
(subject to adjustment as described below). In addition, during
any calendar year, the number of shares of Common Stock issued
or reserved for issuance as options under the Plan to any one
Participant plus the number of such shares underlying Stock
Appreciation Rights that may be granted to that same Participant
shall not exceed 250,000 shares. Notwithstanding the above,
however, in the event that at any time after the Effective Date
the outstanding shares of Common Stock are changed into or
exchanged for a different number or kind of shares or other
securities of the Company by reason of a merger, consolidation,
recapitalization, reclassification, stock split, stock dividend,
combination of shares or the like, the aggregate number and
class of securities available under the Plan shall be ratably
adjusted by the Committee. Upon the occurrence of any of the
events described in the immediately preceding sentence, in order
to ensure that after such event the shares of Common Stock
subject to the Plan and each Participant’s proportionate
interest shall be maintained substantially as before the
occurrence of such event, the Committee shall, in such manner as
it may deem equitable, adjust (i) the number of shares of
Common Stock with respect to which Awards may be granted,
(ii) the number of shares of Common Stock subject to
outstanding Awards, and (iii) the grant or exercise price
with respect to an Award. Such adjustment in an outstanding
Option shall be made (i) without change in the total price
applicable to the Option or any unexercised portion of the
Option (except for any change in the aggregate price resulting
from rounding-off of share quantities or prices) and
(ii) with any necessary corresponding adjustment in
exercise price per share. The Committee’s determinations
shall be subject to approval by the Board. In the event the
number of shares to be delivered upon the exercise or payment of
any Award granted under the Plan is reduced for any reason
whatsoever or in the event any Award (or portion thereof)
granted under the Plan can no longer under any circumstances be
exercised or paid, the number of shares no longer subject to
such Award shall thereupon be released from such Award and shall
thereafter be available under the Plan for the grant of
additional Awards. Shares that cease to be subject to an Award
because of the exercise of the Award, or the vesting of a
Restricted Stock Award or similar Award, shall no longer be
subject to any further grant under the Plan. Shares issued
pursuant to the Plan (i) may be treasury shares, authorized
but unissued shares or, if applicable, shares acquired in the
open market and (ii) shall be fully paid and nonassessable.
No fractional shares shall be issued under the Plan; payment for
any fractional shares shall be made in cash.




1.4     Administration
of the Plan. The Plan shall be
administered by the Committee. Subject to the provisions of the
Plan, the Committee shall interpret the Plan and all Awards
under the Plan, shall make such rules as it deems necessary for
the proper administration of the Plan, shall make all other
determinations necessary or advisable for the administration of
the Plan and shall correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Award under
the Plan in the manner and to the extent that the Committee
deems desirable to effectuate the Plan. No member of the
Committee shall vote or act upon any matter relating solely to
himself. Grants of Awards to any Participant, the terms thereof
and any amendment thereto shall be subject to approval by the
Board.




1.5     Amendment and
Discontinuance of the Plan. The Board
may amend, suspend or terminate the Plan; provided, however, no
amendment, suspension or termination of the Plan may without the
consent of the holder of an Award terminate such Award or
adversely affect such person’s rights with respect to such
Award in any material respect; provided further, however, that
any amendment which would constitute a “material
revision” of the Plan (as that term is used in the rules of
the New York Stock Exchange) shall be subject to
shareholder approval.




1.6     Granting of
Awards to Participants. Subject to
approval of the Board, the Committee shall have the authority to
grant, prior to the expiration date of the Plan, Awards to such
Employees and Non-



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Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




Employee Directors as may be selected by it on
the terms and conditions hereinafter set forth in the Plan. In
selecting the persons to receive Awards, including the type and
size of the Award, the Committee may consider any factors that
it may deem relevant.




1.7     Term of
Plan. If not sooner terminated under
the provisions of the Plan, the Plan shall terminate upon, and
no further Awards shall be made, after the tenth
(10th) anniversary of the Effective Date.




1.8     Leave of
Absence. If an Employee is on
military, sick leave or other bona fide leave of absence, such
person shall be considered an “Employee” for purposes
of an outstanding Award during the period of such leave provided
it does not exceed 90 days, or, if longer, so long as the
person’s right to re-employment is guaranteed either by
statute or by contract. If the period of leave exceeds
90 days, the employment relationship shall be deemed to
have terminated on the 91st day of such leave, unless the
person’s right to re-employment is guaranteed by statute or
contract.




Article II



Non-Qualified Stock Options




2.1     Eligibility.
All Employees and Non-Employee Directors shall be eligible for
grants of Options according to the terms set forth below. Each
Non-Qualified Option granted under the Plan shall be evidenced
by a written agreement between the Company and the individual to
whom Non-Qualified Options were granted.




2.2     Exercise
Price. The exercise price to be paid
for each share of Common Stock deliverable upon exercise of each
Option granted under this Article II shall not be less than
the FMV Per Share on the date of grant of such Option. The
exercise price for each Option granted under Article II
shall be subject to adjustment as provided in
Section 2.3(d).




2.3     Terms and
Conditions of Options. Options shall
be in such form as the Committee may from time to time recommend
and the Board shall approve, shall be subject to the following
terms and conditions and may contain such additional terms and
conditions as are not inconsistent with this Article II:




		
	 	
    (a) Option Period and Conditions and
    Limitations on Exercise. No Option shall be exercisable
    later than the Option Expiration Date. To the extent not
    prohibited by other provisions of the Plan, each Option shall be
    exercisable at such time or times as may be determined at the
    time such Option is granted.
    
	 
	 	
    (b) Manner of Exercise. In order to
    exercise an Option, the person or persons entitled to exercise
    it shall deliver to the Company payment in full for (i) the
    shares being purchased, and (ii) unless other arrangements
    have been made with the Committee, any required withholding
    taxes. The payment of the exercise price for each Option shall
    either be (i) in cash or by check payable and acceptable to
    the Company, (ii) with the consent of the Committee, by
    tendering to the Company shares of Common Stock having an
    aggregate Fair Market Value as of the date of exercise that is
    not greater than the full exercise price for the shares with
    respect to which the Option is being exercised and by paying any
    remaining amount of the exercise price as provided in
    (i) above, or (iii) with the consent of the Committee
    and subject to such instructions as the Committee may specify,
    at the person’s written request the Company may deliver
    certificates for the shares of Common Stock for which the Option
    is being exercised to a broker for sale on behalf of the person,
    provided that the person has irrevocably instructed such broker
    to remit directly to the Company on the person’s behalf the
    full amount of the exercise price from the proceeds of such
    sale. In the event that the Optionee elects to make payment as
    allowed under clause (ii) above, the Committee may, upon
    confirming that the Optionee owns the number of additional
    shares being tendered, authorize the issuance of a new
    




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Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




		
	 	
    certificate for the number of shares being
    acquired pursuant to the exercise of the Option less the number
    of shares being tendered upon the exercise and return to the
    person (or not require surrender of) the certificate for the
    shares being tendered upon the exercise. If the Committee so
    requires, such person or persons shall also deliver a written
    representation that all shares being purchased are being
    acquired for investment and not with a view to, or for resale in
    connection with, any distribution of such shares.
    
	 
	 	
    (c) Options not Transferable. Except
    as provided below, no Non-Qualified Option granted hereunder
    shall be transferable other than by (i) will or by the laws
    of descent and distribution or (ii) pursuant to a domestic
    relations order and, during the lifetime of the Participant to
    whom any such Option is granted, and it shall be exercisable
    only by the Participant (or his guardian). Any attempt to
    transfer, assign, pledge, hypothecate or otherwise dispose of,
    or to subject to execution, attachment or similar process, any
    Option granted hereunder, or any right thereunder, contrary to
    the provisions hereof, shall be void and ineffective and shall
    give no right to the purported transferee. With Committee
    approval, the Participant (or his guardian) may transfer, for
    estate planning purposes, all or part of a Non-Qualified Option
    to one or more immediate family members or related family trusts
    or partnerships or similar entities.
    
	 
	 	
    (d) Adjustment of Options. In the
    event that at any time after the Effective Date the outstanding
    shares of Common Stock are changed into or exchanged for a
    different number or kind of shares or other securities of the
    Company by reason of merger, consolidation, recapitalization,
    reclassification, stock split, stock dividend, combination of
    shares or the like, the Committee shall make an appropriate and
    equitable adjustment in the number and kind of shares and the
    exercise price as provided in Section 1.3.
    
	 
	 	
    (e) Listing and Registration of
    Shares. Each Option shall be subject to the requirement that
    if at any time the Committee determines that the listing,
    registration, or qualification of the shares subject to such
    Option under any securities exchange or under any state or
    federal law, or the consent or approval of any governmental
    regulatory body, is necessary or desirable as a condition of, or
    in connection with, the issue or purchase of shares thereunder,
    such Option may not be exercised in whole or in part unless such
    listing, registration, qualification, consent or approval shall
    have been effected or obtained and the same shall have been free
    of any conditions not acceptable to the Committee.
    





2.4     Option
Repricing. With Board and shareholder
approval, the Committee may grant to holders of outstanding
Non-Qualified Options, in exchange for the surrender and
cancellation of such Non-Qualified Options, new Non-Qualified
Options having exercise prices lower (or higher with any
required consent) than the exercise price provided in the
Non-Qualified Options so surrendered and canceled and containing
such other terms and conditions as the Committee may deem
appropriate.




2.5     Amendment.
Subject to Board approval, the Committee may, without the
consent of the person or persons entitled to exercise any
outstanding Option, amend, modify or terminate such Option;
provided, however, such amendment, modification or termination
shall not, without such person’s consent, reduce or
diminish the value of such Option determined as if the Option
had been exercised, vested, cashed in or otherwise settled on
the date of such amendment or termination. Subject to Board
approval, the Committee may at any time or from time to time, in
the case of any Option which is not then immediately exercisable
in full, accelerate the time or times at which such Option may
be exercised to any earlier time or times.



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Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




2.6     Acceleration
of Vesting. Any Option granted
hereunder which is not otherwise vested shall vest (unless
specifically provided to the contrary in the document or
instrument evidencing an Option granted hereunder) upon
(i) termination of an Employee or removal of a Non-Employee
Director without Cause; (ii) termination or removal of an
Employee or Non-Employee Director for any reason within one
(1) year from the effective date of the Change in Control;
or (iii) death or Disability of the Participant.




Article III



Incentive Options




The terms specified below shall be applicable to
all Incentive Options. Except as modified by the provisions of
this Article III, all the provisions of Article II
shall be applicable to Incentive Options. Options which are
specifically designated as Non-Qualified Options shall not
be subject to the terms of this Section III.




3.1     Eligibility.
Incentive Options may only be granted to Employees.




3.2     Exercise
Price. The exercise price per Share
shall not be less than one hundred percent (100%) of the FMV Per
Share on the option grant date.




3.3     Dollar
Limitation. The aggregate Fair Market
Value (determined as of the respective date or dates of grant)
of shares of Common Stock for which one or more options granted
to any Employee under the Plan (or any other option plan of the
Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one
(1) calendar year shall not exceed the sum of One Hundred
Thousand Dollars ($100,000). To the extent the Employee holds
two (2) or more such options which become exercisable for
the first time in the same calendar year, the foregoing
limitation on the exercisability of such options as Incentive
Options shall be applied on the basis of the order in which such
options are granted.




3.4     10%
Stockholder. If any Employee to whom
an Incentive Option is granted owns stock possessing more than
ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any “parent
corporation” of the Company (as defined in
Section 424(e) of the Code) or any “subsidiary
corporation” of the Company (as defined in
Section 424(f) of the Code), then the exercise price per
share shall not be less than one hundred ten percent (110%) of
the FMV Per Share on the date of grant and the option term shall
not exceed five (5) years measured from the date of grant.
For purposes of the immediately preceding sentence, the
attribution rules under Section 424(d) of the Code shall
apply for purposes of determining an Employee’s ownership.




3.5     Options Not
Transferable. No Incentive Option
granted hereunder shall be transferable other than by will or by
the laws of descent and distribution and shall be exercisable
during the Optionee’s lifetime only by such Optionee.




3.6     Compliance
with 422. All Options that are
intended to be Incentive Stock Options shall be designated as
such in the Option grant and in all respects shall be issued in
compliance with Code Section 422.




3.7     Limitations
on Exercise. No Incentive Option shall
be exercisable more than three (3) months after the
Optionee ceases to be an Employee for any reason other than
death or Disability, or more than one (1) year after the
Optionee ceases to be an Employee due to death or Disability.



10








 




Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




Article IV



Purchased Stock




4.1     Eligible
Persons. Subject to approval by the
Board, the Committee shall have the authority to sell shares of
Common Stock to such Employees and Non-Employee Directors of the
Company or its Affiliates as may be selected by it, on such
terms and conditions as it may establish, subject to the further
provisions of this Article IV. Each issuance of Common
Stock under this Plan shall be evidenced by an agreement which
shall be subject to applicable provisions of this Plan and to
such other provisions not inconsistent with this Plan as the
Committee may recommend and the Board may approve for the
particular sale transaction.




4.2     Purchase
Price. Subject to approval by the
Board, the price per share of Common Stock to be purchased by a
Participant under this Plan shall be determined by the
Committee, and may be less than, but shall not greater than the
FMV Per Share at the time of purchase.




4.3     Payment of
Purchase Price. Payment of the
purchase price of Purchased Stock under this Plan shall be made
in full in cash.




Article V



Bonus Stock




The Committee may, from time to time and subject
to the provisions of the Plan and approval by the Board, grant
shares of Bonus Stock to Employees or Non-Employee Directors.
Such grants of Bonus Stock shall be in consideration of
performance of services by the Participant without additional
consideration except as may be required by the Committee or
pursuant to Article XI. Bonus Stock shall be shares of
Common Stock that are not subject to a Restricted Period under
Article VII.




Article VI



Stock Appreciation Rights and Phantom
Stock




6.1     Stock
Appreciation Rights. All Employees and
Non-Employee Directors shall be eligible to receive grants of
Stock Appreciation Rights on the following terms and conditions.




		
	 	
    (a) Right to Payment. A Stock
    Appreciation Right shall confer on the Participant to whom it is
    granted a right to receive, upon exercise thereof, the excess of
    (A) the FMV Per Share on the date of exercise over
    (B) the grant price of the Stock Appreciation Right as
    determined by the Committee (the “Spread”).
    Notwithstanding the foregoing, the Award may provide, that the
    Spread covered by a Stock Appreciation Right may not exceed a
    specified amount.
    
	 
	 	
    (b) Rights Related to Options. A
    Stock Appreciation Right granted in connection with an Option
    shall entitle a Participant, upon exercise thereof, to surrender
    that Option or any portion thereof, to the extent unexercised,
    and to receive payment of the amount of the Spread computed
    pursuant to Subsection 6.1(a) hereof. That Option shall
    then cease to be exercisable to the extent surrendered.
    
	 
	 	
    (c) Right Without Option. A Stock
    Appreciation Right granted independent of an Option shall
    provide for an exercise price per share of Common Stock that is
    not less than one hundred percent (100%) of the FMV Per Share of
    Common Stock on the date of grant of the Stock Appreciation
    Right and shall be exercisable as set forth in the Award
    agreement governing the Stock Appreciation Right and shall not
    be transferable (other than by will or the laws of descent and
    distribution).
    
	 
	 	
    (d) Terms. The Award shall set forth
    the time or times at which and the circumstances under which a
    Stock Appreciation Right may be exercised in whole or in part
    (including based on
    




11








 




Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




		
	 	
    achievement of performance goals and/or future
    service requirements), the method of exercise, whether or not a
    Stock Appreciation Right shall be in tandem or in combination
    with any other Award, and any other terms and conditions of any
    Stock Appreciation Right.
    





6.2     Phantom Stock
Awards. All Employees and Non-Employee
Directors shall be eligible to receive grants of Phantom Stock
Awards, which are rights to receive cash or Common Stock equal
to the Fair Market Value of specified number of shares of Common
Stock at the end of a specified deferral period, subject to the
following terms and conditions:




		
	 	
    (a) Award and Restrictions.
    Satisfaction of a Phantom Stock Award shall occur upon
    expiration of the deferral period specified for such Phantom
    Stock Award or, if permitted by the terms of the Award, as
    elected by the Participant. In addition, Phantom Stock Awards
    shall be subject to such restrictions (which may include a risk
    of forfeiture), if any, as the Committee (with Board approval)
    may impose, which restrictions may lapse at the expiration of
    the deferral period or at earlier specified times (including
    based on achievement of performance goals and/or future service
    requirements), separately or in combination, installments or
    otherwise, as the Committee (with Board approval) may determine.
    Phantom Stock Awards shall not be transferable (other than by
    will or the laws of descent and distribution).
    
	 
	 	
    (b) Forfeiture. Except as otherwise
    may be set forth in any Award, employment or other agreement
    pertaining to a Phantom Stock Award, upon termination of
    employment or services during the applicable deferral period or
    portion thereof to which forfeiture conditions apply, all
    Phantom Stock Awards that are at that time subject to deferral
    (other than a deferral at the election of the Participant) shall
    be forfeited; provided that the Committee (with Board approval)
    may provide, by rule or regulation or in any Award agreement, or
    may determine in any individual case, that restrictions or
    forfeiture conditions relating to Phantom Stock Awards shall be
    waived in whole or in part in the event of terminations
    resulting from specified causes, and the Committee (with Board
    approval) may in other cases waive in whole or in part the
    forfeiture of Phantom Stock Awards.
    
	 
	 	
    (c) Performance Goals. To the extent
    that any Award granted pursuant to this Article VI is
    intended to constitute performance-based compensation for
    purposes of Section 162(m) of the Code, the grant or
    settlement of the Award shall be subject to the achievement of
    performance goals determined and applied in a manner consistent
    with Section 8.2.
    





Article VII



Restricted Stock




7.1     Eligible
Persons. All Employees and
Non-Employee Directors shall be eligible to receive grants of
Restricted Stock.




7.2     Restricted
Period and Vesting.



		
	 	
    (a) The Restricted Stock shall be subject to
    such forfeiture restrictions (including, without limitation,
    limitations that qualify as a “substantial risk of
    forfeiture” within the meaning given to that term under
    Section 83 of the Code) and restrictions on transfer by the
    Participant and repurchase by the Company as shall be set forth
    in such Award. Prior to the lapse of such restrictions the
    Participant shall not be permitted to transfer such shares. The
    Company shall have the right to repurchase or recover such
    shares for the amount of cash paid therefor, if any, if
    (i) the Participant shall terminate Employment from or
    services to the Company prior to the lapse of such restrictions
    under circumstances that do not cause such restrictions to lapse
    or (ii) the Restricted Stock is forfeited by the
    Participant pursuant to the terms of the Award.
    




12








 




Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




		
	 	
    (b) Notwithstanding the foregoing, unless
    the Award specifically provides otherwise, all Restricted Stock
    not otherwise vested shall vest upon (i) termination of an
    Employee or removal of a Non-Employee Director without Cause;
    (ii) termination or removal of an Employee or Non-Employee
    Director for any reason within one (1) year from the
    effective date of a Change in Control; or (iii) death or
    Disability of the Participant.
    
	 
	 	
    (c) Each certificate representing Restricted
    Stock awarded under the Plan shall be registered in the name of
    the Participant and, during the Restricted Period, shall be left
    in deposit with the Company and a stock power endorsed in blank
    until such time as the restrictions on transfer have lapsed. The
    grantee of Restricted Stock shall have all the rights of a
    stockholder with respect to such shares including the right to
    vote and the right to receive dividends or other distributions
    paid or made with respect to such shares. Any certificate or
    certificates representing shares of Restricted Stock shall bear
    a legend similar to the following:
    





		
	 	
    The shares represented by this certificate have
    been issued pursuant to the terms of the Remington Oil and Gas
    Corporation 2004 Stock Incentive Plan (as amended and restated)
    and may not be sold, pledged, transferred, assigned or otherwise
    encumbered in any manner except as is set forth in the terms of
    such plan or award
    dated                     ,
    20     .
    





Article VIII



Performance Awards




8.1     Performance
Awards. All Employees and Non-Employee
Directors shall be eligible to receive Performance Awards.
Performance Awards may be based on performance criteria measured
over a period of not less than one year and not more than ten
years. The Committee may use such business criteria and other
measures of performance as it may deem appropriate in
establishing any performance conditions, and may exercise its
discretion to increase the amounts payable under any Award
subject to performance conditions except as limited under
Section 8.2 in the case of a Performance Award granted to a
Covered Employee.




8.2     Performance
Goals. The grant and/or settlement of
a Performance Award shall be contingent upon terms set forth in
this Section 8.2.




		
	 	
    (a) General. The performance goals
    for Performance Awards shall consist of one or more business
    criteria and a targeted level or levels of performance with
    respect to each of such criteria, as specified by the Committee
    and approved by the Board. In the case of any Award granted to a
    Covered Employee, performance goals shall be designed to be
    objective and shall otherwise meet the requirements of
    Section 162(m) of the Code and regulations thereunder
    (including Treasury Regulations sec. 1.162-27 and successor
    regulations thereto), including the requirement that the level
    or levels of performance are such that the achievement of
    performance goals is “substantially uncertain” at the
    time of grant. Performance Awards shall be granted and/or
    settled upon achievement of any one or more such performance
    goals. Performance goals may differ among Performance Awards
    granted to any one Participant or for Performance Awards granted
    to different Participants.
    
	 
	 	
    (b) Business Criteria. One or more of
    the following business criteria for the Company, on a
    consolidated basis, and/or for specified subsidiaries, divisions
    or business or geographical units of the Company (except with
    respect to the total stockholder return and earnings per share
    criteria), shall be used in establishing performance goals for
    Performance Awards granted to a Participant:
    





		
	 	
    (i) Total shareholder return;
    




13








 




Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




		
	 	
    (ii) Return on assets, equity, capital,
    capital employed, or investment;
    
	 
	 	
    (iii) Pre-tax or after-tax profit levels,
    including: earnings per share; earnings before interest and
    taxes; earnings before interest, taxes, depreciation, and
    amortization; net operating profits after tax, and net income;
    
	 
	 	
    (iv) Cash flow, free cash flow, and cash
    flow return on investment;
    
	 
	 	
    (v) Operational measures including growth in
    reserves from the prior period and percentage or absolute
    increase in production from the prior period;
    
	 
	 	
    (vi) Levels of cost including finding and
    development costs, and cash costs (interest expense, G&A,
    and LOE) expressed in relationship to Mcfe/produced during the
    Performance Period.
    





		
	 	
    Any of the above goals shall be determined on the
    absolute or relative basis or as compared to the performance of
    a published or special index including, but not limited to, the
    Standard & Poor’s 500 Stock Index or a group of
    comparable companies.
    
	 
	 	
    (c) Performance Period; Timing for
    Establishing Performance Goals. Achievement of performance
    goals in respect of Performance Awards shall be measured over a
    performance period of not less than one year and not more than
    ten years, as specified in the Award. Such periods will be
    established by the Committee and approved by the Board.
    Performance goals in the case of any Award granted to a
    Participant shall be established not later than 90 days
    after the beginning of any performance period applicable to such
    Performance Awards, or at such other date as may be required or
    permitted for “performance-based compensation” under
    Section 162(m) of the Code.
    
	 
	 	
    (d) Settlement of Performance Awards;
    Other Terms. After the end of each performance period, the
    Committee shall determine the amount, if any, of Performance
    Awards payable to each Participant based upon achievement of
    business criteria over a performance period. The Committee may
    not exercise discretion to increase any such amount payable in
    respect of a Performance Award to a Covered Employee if such
    Award states that it is intended to comply with
    Section 162(m) of the Code. The Award shall specify the
    circumstances in which such Performance Awards shall be paid or
    forfeited in the event of termination of employment by the
    Participant prior to the end of a performance period or
    settlement of Performance Awards.
    
	 
	 	
    (e) Written Determinations. All
    determinations by the Committee as to the establishment of
    performance goals, the amount of any Performance Award, and the
    achievement of performance goals relating to Performance Awards
    shall be made in writing in the case of any Award granted to a
    Participant and shall be subject to approval by the Board. The
    Committee may not delegate any responsibility relating to any
    Performance Awards to a Covered Employee.
    
	 
	 	
    (f) Status of Performance Awards under
    Section 162(m) of the Code. It is the intent of the
    Company that Performance Awards granted to persons who are
    designated by the Committee as likely to be Covered Employees
    within the meaning of Section 162(m) of the Code and
    regulations thereunder (including Treasury Regulations
    sec. 1.162-27 and successor regulations thereto) shall, if
    so designated by the Committee, constitute
    “performance-based compensation” within the meaning of
    Section 162(m) of the Code and regulations thereunder.
    Accordingly, the terms of this Section 8.2 shall be
    interpreted in a manner consistent with Section 162(m) of
    the Code and regulations thereunder. The foregoing
    notwithstanding, because the Committee cannot determine with
    certainty whether a given Participant will be a Covered Employee
    with respect to a fiscal year that has not yet been completed,
    the term Covered Employee as used herein shall mean only a
    person designated by the Committee, at the time of grant of a
    Performance Award, who is likely to be a Covered
    




14








 




Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




		
	 	
    Employee with respect to that fiscal year. If any
    provision of the Plan as in effect on the date of adoption or
    any agreements relating to Performance Awards that are
    designated as intended to comply with Section 162(m) of the
    Code does not comply or is inconsistent with the requirements of
    Section 162(m) of the Code or regulations thereunder, such
    provision shall be construed or deemed amended to the extent
    necessary to conform to such requirements.
    





Article IX



Other Stock or Performance-Based
Awards




All Employees and Non-Employee Directors are
eligible to receive Other Stock or Performance-Based Awards,
which shall consist of a right which (i) is not an Award
described in any other Article and (ii) is denominated or
payable in, valued in whole or in part by reference to, or
otherwise based on or related to, shares of Common Stock
(including, without limitation, securities convertible into
shares of Common Stock) or cash as are deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the
terms of the Plan and approval by the Board, the Committee shall
determine the terms and conditions of any such Other Stock or
Performance-Based Award.




Article X



Certain Provisions Applicable to All
Awards




10.1     General.
Awards shall be evidenced by a written agreement or other
document and may be granted on the terms and conditions set
forth herein. All Awards and any amendments thereto shall be
subject to the approval of the Board. Any Award or the exercise
thereof, shall be subject to such additional terms and
conditions, not inconsistent with the provisions of the Plan, as
the Committee (with Board approval) shall determine, including
terms requiring forfeiture of Awards in the event of termination
of employment by the Participant and terms permitting a
Participant to make elections relating to his or her Award. The
terms, conditions and/or restrictions contained in an Award may
differ from the terms, conditions and restrictions contained in
any other Award. Subject to approval by the Board, the Committee
may amend an Award; provided, however, no amendment of an Award
may, without the consent of the holder of the Award, adversely
affect such person’s rights with respect to such Award in
any material respect. Subject to the approval of the Board and
the terms of the Plan or Award, the Committee shall retain the
power and discretion to accelerate or waive, at any time, any
term or condition of an Award that is not mandatory under the
Plan; provided, however, that the Committee shall not have a
discretion to accelerate or waive any term or condition of an
Award that is intended to qualify as “performance-based
compensation” for purposes of Section 162(m) of the
Code if such discretion would cause the Award not to so qualify.
Except in cases in which the Committee is authorized to require
other forms of consideration under the Plan, or to the extent
other forms of consideration must be paid to satisfy the
requirements of the Delaware General Corporation Law, no
consideration other than services may be required for the grant
of any Award.




10.2     Stand-Alone,
Additional, Tandem, and Substitute
Awards. Subject to Section 2.4 of
the Plan, Awards granted under the Plan may be granted either
alone or in addition to, in tandem with, or in substitution or
exchange for, any other Award or any award granted under another
plan of the Company, any Affiliate, or any business entity to be
acquired by the Company or an Affiliate, or any other right of a
Participant to receive payment from the Company or any
Affiliate. Such additional, tandem and substitute or exchange
Awards may be granted at any time. If an Award is granted in
substitution or exchange for another Award, the Committee shall
require the surrender of such other Award for cancellation in
consideration for the grant of the new Award. In addition,
Awards may be granted in lieu of cash compensation, including in
lieu of cash amounts payable under other plans of the Company or
any



15








 




Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




Affiliate. Any such action contemplated under
this Section 10.2 shall be effective only to the extent
that such action will not cause (i) the holder of the Award
to lose the protection of Section 16(b) of the Securities
Exchange Act of 1934 and rules and regulations promulgated
thereunder, or (ii) any Award that is designed to qualify
payments thereunder as performance-based compensation as defined
in Section 162(m) of the Code to fail to qualify as such
performance-based compensation.




10.3     Term of
Awards. In no event shall the term of
any Award exceed a period of ten years (or such shorter terms as
may be required in respect of an Incentive Option under
Section 422 of the Code).




10.4     Form and
Timing of Payment under Awards;
Deferrals. Subject to the terms of the
Plan and any applicable Award agreement, payments to be made by
the Company upon the exercise of an Option or other Award or
settlement of an Award may be made in a single payment or
transfer. The settlement of any Award may, subject to any
limitations set forth in the Award agreement, be accelerated and
cash paid in lieu of shares in connection with such settlement.
Awards granted pursuant to Article VI or VIII of the Plan
may be payable in shares to the extent permitted by the terms of
the applicable Award agreement. Installment or deferred payments
may be provided for in the Award agreement or permitted with the
consent or at the election of the Participant. Payments may
include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred
payments or the grant or crediting of amounts in respect of
installment or deferred payments denominated in shares. Any
deferral shall only be allowed as is provided in a separate
deferred compensation plan adopted by the Company. The Plan
shall not constitute an “employee benefit plan” for
purposes of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended.




10.5     Vested and
Unvested Awards. After the
satisfaction of all of the terms and conditions set by the
Committee with respect to an Award of (i) Restricted Stock,
a certificate, without the legend set forth in
Section 7.2(a), for the number of shares that are no longer
subject to such restrictions, terms and conditions shall be
delivered to the Employee, (ii) Phantom Stock, to the
extent not paid in cash, a certificate for the number of shares
equal to the number of shares of Phantom Stock earned, and
(iii) Stock Appreciation Rights or Performance Awards, cash
and/or a certificate for the number of shares equal in value to
the number of Stock Appreciation Rights or amount of Performance
Awards vested shall be delivered to the Participant. The number
of shares of Common Stock which shall be issuable upon exercise
of a Stock Appreciation Right or earning of a Performance Award
shall be determined by dividing (1) by (2) where (1) is the
number of shares of Common Stock as to which the Stock
Appreciation Right is exercised multiplied by the Spread or the
amount of Performance Award that is earned and payable, as
applicable, and (2) is the FMV Per Share of Common Stock on
the date of exercise of the Stock Appreciation Right or the date
the Performance Award is earned and payable, as applicable.




10.6     Exemptions
from Section 16(b) Liability. It
is the intent of the Company that the grant of any Awards to or
other transaction by a Participant who is subject to
Section 16 of the Securities Exchange Act of 1934 shall be
exempt from Section 16(b) of the Securities Exchange Act of
1934 pursuant to an applicable exemption (except for
transactions acknowledged by the Participant in writing to be
non-exempt). Accordingly, if any provision of this Plan or any
Award agreement does not comply with the requirements of
Rule 16b-3 as then applicable to any such transaction, such
provision shall be construed or deemed amended to the extent
necessary to conform to the applicable requirements of
Rule 16b-3 so that such Participant shall avoid liability
under Section 16(b) of the Securities Exchange Act of 1934.




10.7     Securities
Requirements. No shares of Common
Stock will be issued or transferred pursuant to an Award unless
and until all then-applicable requirements imposed by federal
and state securities and other laws, rules and regulations and
by any regulatory agencies having jurisdiction and by any stock
market or exchange upon which the Common Stock may be listed,
have been fully met. As a condition precedent to



16








 




Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




the issuance of shares pursuant to the grant or
exercise of an Award, the Company may require the grantee to
take any reasonable action to meet such requirements. The
Company shall not be obligated to take any affirmative action in
order to cause the issuance or transfer of shares pursuant to an
Award to comply with any law or regulation described in the
second preceding sentence.




10.8     Transferability.



		
	 	
    (a) Non-Transferable Awards. Except
    as otherwise specifically provided in the Plan, no Award and no
    right under the Plan, contingent or otherwise, other than
    Purchased Stock, Bonus Stock or Restricted Stock as to which
    restrictions have lapsed, will be (i) assignable, saleable,
    or otherwise transferable by a Participant except by will or by
    the laws of descent and distribution or pursuant to a domestic
    relations order, or (ii) subject to any encumbrance, pledge
    or charge of any nature. No transfer by will or by the laws of
    descent and distribution shall be effective to bind the Company
    unless the Committee shall have been furnished with a copy of
    the deceased Participant’s will or such other evidence as
    the Committee may deem necessary to establish the validity of
    the transfer. Any attempted transfer in violation of this
    Section 10.8(a) shall be void and ineffective for all
    purposes.
    
	 
	 	
    (b) Ability to Exercise Rights.
    Except as otherwise specifically provided under the Plan, only
    the Participant or his guardian (if the Participant becomes
    Disabled), or in the event of his death, his legal
    representative or beneficiary, may exercise Options, receive
    cash payments and deliveries of shares, or otherwise exercise
    rights under the Plan. The executor or administrator of the
    Participant’s estate, or the person or persons to whom the
    Participant’s rights under any Award will pass by will or
    the laws of descent and distribution, shall be deemed to be the
    Participant’s beneficiary or beneficiaries of the rights of
    the Participant hereunder and shall be entitled to exercise such
    rights as are provided hereunder.
    





10.9     Rights as a
Stockholder.



		
	 	
    (a) No Stockholder Rights. Except as
    otherwise provided in Section 7.2(c), a Participant who has
    received a grant of an Award or a transferee of such Participant
    shall have no rights as a stockholder with respect to any shares
    of Common Stock until such person becomes the holder of record.
    Except as otherwise provided in Section 7.2(c), no
    adjustment shall be made for dividends (ordinary or
    extraordinary, whether in cash, securities, or other property)
    or distributions or other rights for which the record date is
    prior to the date such stock certificate is issued.
    





10.10     Listing and
Registration of Shares of Common
Stock. The Company, in its discretion,
may postpone the issuance and/or delivery of shares of Common
Stock upon any exercise of an Award until completion of such
stock exchange listing, registration, or other qualification of
such shares under any state and/or federal law, rule or
regulation as the Company may consider appropriate, and may
require any Participant to make such representations and furnish
such information as it may consider appropriate in connection
with the issuance or delivery of the shares in compliance with
applicable laws, rules and regulations.




10.11     Termination
of Employment, Death and Disability.



		
	 	
    (a) Termination of Employment. Except
    as otherwise provided in the Award or in this
    Section 10.11, if Employment of an Employee or service of a
    Non-Employee Director is terminated under circumstances that do
    not cause the Participant to become fully vested in the Award,
    any nonvested Award granted pursuant to the Plan outstanding at
    the time of such termination and all rights thereunder shall
    wholly and completely terminate and no further vesting shall
    occur. Any vested Award shall expire on the earlier of
    (A) the expiration date set forth in the Award; or
    (B) the
    




17








 




Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




		
	 	
    expiration of twelve (12) months after the
    date of termination of Employment or service in the case of any
    Award other than an Incentive Option or three (3) months
    after the date of termination of Employment in the case of an
    Incentive Option; provided, however, that in the event of death
    or Disability of a Participant after termination of employment
    or service and before the expiration of such Award the
    expiration of the Award shall occur twelve months after the date
    of such death or Disability; and provided further, however, that
    in the event of termination of an Employee or removal of a
    Director for Cause, such Awards shall expire at 12:01 a.m.
    on the date of termination.
    
	 
	 	
    (b) Continuation. The Committee,
    subject to the approval of the Board, may provide for the
    continuation of any Award for such period and upon such terms
    and conditions as are determined by the Committee and approved
    by the Board in the event that a Participant ceases to be an
    Employee or Non-Employee Director.
    





10.12     Change in
Control. Unless otherwise provided in
the Award and subject to approval by the Board, in the event of
a Change in Control:




		
	 	
    (i) the Committee may accelerate vesting and
    the time at which all Options and Stock Appreciation Rights then
    outstanding may be exercised;
    
	 
	 	
    (ii) the Committee may waive all
    restrictions and conditions of all Restricted Stock and Phantom
    Stock then outstanding with the result that those types of
    Awards shall be deemed satisfied, and the Restriction Period or
    other limitations on payment in full with respect thereto shall
    be deemed to have expired, as of the date of the Change in
    Control or such other date as may be determined by the
    Committee; and
    
	 
	 	
    (iii) the Committee may determine to amend
    Performance Awards and Other Stock or Performance-Based Awards,
    or substitute new Performance Awards and Other Stock or
    Performance-Based Awards in consideration of cancellation of
    outstanding Performance Awards and any Other Stock or
    Performance-Based Awards, in order to ensure that such Awards
    shall become fully vested, deemed earned in full and promptly
    paid to the Participants as of the date of the Change in Control
    or such other date as may be determined by the Committee,
    without regard to payment schedules and notwithstanding that the
    applicable performance cycle, retention cycle or other
    restrictions and conditions shall not have been completed or
    satisfied.
    





Notwithstanding the above provisions of this
Section 10.12, the Committee shall not be required to take
any action described in the preceding provisions of this
Section 10.12 and any decision made by the Committee not to
take some or all of the actions described in the preceding
provisions of this Section 10.12 shall be final, binding
and conclusive with respect to the Company and all other
interested persons.




Article XI



Withholding for Taxes




Any issuance of Common Stock pursuant to the
exercise of an Option or payment of any other Award under the
Plan shall not be made until appropriate arrangements
satisfactory to the Company have been made for the payment of
any tax amounts (federal, state, local or other) that may be
required to be withheld or paid by the Company with respect
thereto. Such arrangements may, at the discretion of the
Committee, include allowing the person to tender to the Company
shares of Common Stock owned by the person, or to request the
Company to withhold shares of Common Stock being acquired
pursuant to the Award, whether through the exercise of an Option
or as a distribution pursuant to the Award, which have an
aggregate FMV Per Share as of the date of such withholding that
is not greater than the sum of all tax



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Remington Oil and Gas Corporation




2004 Stock Incentive Plan-continued




amounts to be withheld with respect thereto,
together with payment of any remaining portion of such tax
amounts in cash or by check payable and acceptable to the
Company.




Notwithstanding the foregoing, if on the date of
an event giving rise to a tax withholding obligation on the part
of the Company the person is an officer or individual subject to
Rule 16b-3, such person may direct that such tax
withholding be effectuated by the Company withholding the
necessary number of shares of Common Stock (at the tax rate
required by the Code) from such Award payment or exercise.




Article XII



Miscellaneous




12.1     No Rights to
Awards. No Participant or other person
shall have any claim to be granted any Award, there is no
obligation for uniformity of treatment of Participants, or
holders or beneficiaries of Awards and the terms and conditions
of Awards need not be the same with respect to each recipient.




12.2     No Right to
Employment. The grant of an Award
shall not be construed as giving a Participant the right to be
retained in the employ of the Company or any Affiliate. Further,
the Company or any Affiliate may at any time dismiss a
Participant from employment, free from any liability or any
claim under the Plan, unless otherwise expressly provided in the
Plan or in any Award Agreement.




12.3     Governing
Law. The validity, construction, and
effect of the Plan and any rules and regulations relating to the
Plan shall be determined in accordance with applicable federal
law and the laws of the State of Delaware, without regard to any
principles of conflicts of law.




12.4     Severability.
If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Participant or Award, or would
disqualify the Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction,
Participant or Award and the remainder of the Plan and any such
Award shall remain in full force and effect.




12.5     Other
Laws. The Company may refuse to issue
or transfer any shares or other consideration under an Award if
it determines that the issuance of transfer or such shares or
such other consideration might violate any applicable law.



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