Exhibit 4.15


 


NONQUALIFIED
STOCK OPTION AGREEMENT


 


THE EXCO
RESOURCES, INC.


2005
LONG-TERM INCENTIVE PLAN


 


1.                                       Grant
of Option.  Pursuant to the EXCO
Resources, Inc. 2005 Long-Term Incentive Plan (the “Plan”) for key
employees, consultants, and outside directors of EXCO Resources, Inc., a
Texas corporation (the “Company”), the Company grants to


 


	
   

  	
   

  	
   

  
	
   

  	
  (the “Participant”),

  	
   

  



 


an option to purchase
shares of Common Stock, par value $.001 per share (“Common Stock”), of the
Company as follows:


 


On the date hereof, the
Company grants to the Participant an option (the “Option” or “Stock Option”) to
purchase                                       
(                    )
full shares (the “Optioned Shares”) of Common Stock at an Option Price equal to
$             per share
(this amount must be equal to or greater than the fair market value of the
underlying Common Stock on the date this Option is granted).  The Date of Grant of this Stock Option is                                   ,
20      .


 


The “Option Period” shall
commence on the Date of Grant and shall expire on the date immediately
preceding the tenth (10th) anniversary of the Date of Grant.  The Stock Option is a Nonqualified Stock
Option.


 


2.                                       Subject
to Plan.  The Stock Option and its
exercise are subject to the terms and conditions of the Plan, and the terms of
the Plan shall control to the extent not otherwise inconsistent with the
provisions of this Agreement. The capitalized terms used herein that are
defined in the Plan shall have the same meanings assigned to them in the
Plan.  The Stock Option is subject to any
rules promulgated pursuant to the Plan by the Board or the Committee and
communicated to the Participant in writing. 
In addition, if the Plan previously has not been approved by the Company’s
stockholders, the Stock Option is granted subject to such stockholder approval
of the Plan.


 


3.                                       Vesting; Time of Exercise. 
Except as specifically provided in this Agreement and subject to certain
restrictions and conditions set forth in the Plan, the Optioned Shares shall be
vested and exercisable as follows:


 


a.                                       Twenty-five percent (25%) of the total
Optioned Shares shall be fully vested on the Date of Grant, provided the
Participant is employed by (or, if the Participant is a Consultant or an
Outside Director, is providing services to) the Company or a Subsidiary on that
date.


 


b.                                      Twenty-five percent (25%) of the total
Optioned Shares shall be fully vested on the first anniversary of the Date of Grant, provided the Participant
is employed by (or, if the Participant is a Consultant or an Outside Director,
is providing services to) the Company or a Subsidiary on that date.


 





















 


c.                                       An additional twenty-five percent (25%)  of the total Optioned Shares shall be fully
vested on the second anniversary
of the Date of Grant, provided the Participant is employed by (or, if the
Participant is a Consultant or an Outside Director, is providing services to)
the Company or a Subsidiary on that date.


 


d.                                      An additional twenty-five percent (25%)  of the total Optioned Shares shall be shall
be fully vested on the third
anniversary of the Date of Grant, provided the Participant is employed by (or,
if the Participant is a Consultant or an Outside Director, is providing
services to) the Company or a Subsidiary on that date.


 


Notwithstanding
the above, the Optioned Shares shall be fully vested automatically upon a
Change in Control (as defined in Section 2.6 of the Plan) or upon
the death of the Participant or the Total and Permanent Disability (as defined
in Section 2.41 of the Plan) of the Participant, provided the
Participant is still employed by the Company as of the date of one of such
specified events.


 


4.                                       Term;
Forfeiture.


 


a.                                       Except
as otherwise provided in this Agreement, the unexercised portion of the Stock
Option that relates to Optioned Shares which are vested will terminate at the
first of the following to occur:


 


i.                                          5 p.m.
on the date the Option Period terminates;


 


ii.                                       5 p.m.
on the date which is one hundred eighty (180) days following the date of the
Participant’s Termination of Service due to death or Total and Permanent Disability;


 


iii.                                    5 p.m.
on the date which is ninety (90) days from the date of the Participant’s
Retirement;


 


iv.                                   5 p.m.
on the date of the Participant’s Termination of Service by the Company for
cause (as defined herein);


 


v.                                      5 p.m. on the date which is thirty (30)
days following the date of the Participant’s Termination of Service for any
reason not otherwise specified in this Section 4.a.;


 


vi.                                   5 p.m.
on the date the Company causes any portion of the Option to be forfeited
pursuant to Section 7 hereof;


 


vii.                                For purposes hereof, “cause” shall mean that
the Participant shall have committed (i) an intentional material act of
fraud or embezzlement in connection with his duties in the course of his
employment with the Company; (ii) intentional wrongful material damage to
property of the Company; or (iii) intentional wrongful disclosure of
material secret processes or material confidential information of the
Company.  For the purposes of this
Agreement, no act, or failure to act, on the part of the Participant shall be
deemed “intentional” unless done, or omitted to be done, by the Participant not
in good faith and without reasonable belief that his action or omission was in
the best interest of the Company.


 


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5.                                       Who
May Exercise.  Subject to the
terms and conditions set forth in Sections 3 and 4 above, during the
lifetime of the Participant, the Stock Option may be exercised only by the
Participant, or by the Participant’s guardian or personal or legal
representative.  If the Participant’s
Termination of Service is due to his death prior to the date specified in Section 4.a.i.
hereof, or Participant dies prior to the termination dates specified in Sections
4.a.i., ii., iii., iv., v. or vi. hereof, and the Participant has not
exercised the Stock Option as to the maximum number of vested Optioned Shares
as set forth in Section 3 hereof as of the date of death, the
following persons may exercise the exercisable portion of the Stock Option on
behalf of the Participant at any time prior to the earliest of the dates
specified in Section 4 hereof: 
the personal representative of his estate, or the person who acquired
the right to exercise the Stock Option by bequest or inheritance or by reason
of the death of the Participant; provided that the Stock Option shall remain
subject to the other terms of this Agreement, the Plan, and applicable laws,
rules, and regulations.


 


6.                                       No
Fractional Shares.  The Stock Option
may be exercised only with respect to full shares, and no fractional share of
stock shall be issued.


 


7.                                       Manner
of Exercise.  Subject to such
administrative regulations as the Committee may from time to time adopt, the
Stock Option may be exercised by the delivery of written notice to the
Committee setting forth the number of shares of Common Stock with respect to
which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise
Date”) which shall be at least three (3) days after giving such notice
unless an earlier time shall have been mutually agreed upon.  On the Exercise Date, the Participant shall
deliver to the Company consideration with a value equal to the total Option
Price of the shares to be purchased, payable as follows:  (a) cash, check, bank draft, or money
order payable to the order of the Company, (b) Common Stock (including
Restricted Stock) owned by the Participant on the Exercise Date, valued at its
Fair Market Value on the Exercise Date, and which the Participant has not
acquired from the Company within six (6) months prior to the Exercise
Date; provided, that the six (6)-month holding requirement shall only apply to
a Reporting Participant at any time following an IPO, (c) if the Company
has completed an IPO, by delivery (including by FAX) to the Company or its
designated agent of an executed irrevocable option exercise form together with
irrevocable instructions from the Participant to a broker or dealer, reasonably
acceptable to the Company, to sell certain of the shares of Common Stock
purchased upon exercise of the Stock Option or to pledge such shares as
collateral for a loan and promptly deliver to the Company the amount of sale or
loan proceeds necessary to pay such purchase price, and/or (d) in any
other form of valid consideration that is acceptable to the Committee in its
sole discretion.  In the event that shares of Restricted Stock are tendered as
consideration for the exercise of a Stock Option, a number of shares of Common
Stock issued upon the exercise of the Stock Option equal to the number of
shares of Restricted Stock used as consideration therefor shall be subject to
the same restrictions and provisions as the Restricted Stock so tendered.


 


Upon payment of all
amounts due from the Participant, the Company shall cause certificates for the
Optioned Shares then being purchased to be delivered to the Participant (or the
person exercising the Participant’s Stock Option in the event of his death) at
its principal business office within ten (10) business days after the Exercise
Date. The obligation of the Company to deliver shares of Common Stock shall,
however, be subject to the condition that if at any time the Company shall
determine in its discretion that the listing, registration, or qualification of
the Stock Option or the Optioned Shares upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary as a condition of, or in connection with, the
Stock Option or the issuance or purchase of shares of Common Stock thereunder,
then the Stock Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not reasonably acceptable to the
Committee.


 


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If the Participant fails
to pay for any of the Optioned Shares specified in such notice or fails to
accept delivery thereof, then the Stock Option, and right to purchase such
Optioned Shares may be forfeited by the Company.


 


8.                                       Nonassignability.  The Stock Option is not assignable or
transferable by the Participant except by will or by the laws of descent and
distribution.


 


9.                                       Rights
as Stockholder.  The Participant will
have no rights as a stockholder with respect to any shares covered by the Stock
Option until the issuance of a certificate or certificates to the Participant
for the Optioned Shares.  The Optioned
Shares shall be subject to the terms and conditions of this Agreement regarding
such Shares.  Except as otherwise
provided in Section 10 hereof, no adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.


 


10.                                 Adjustment
of Number of Optioned Shares and Related Matters.  The number of shares of Common Stock covered
by the Stock Option, and the Option Prices thereof, shall be subject to
adjustment in accordance with Articles 11 - 13 of the Plan.


 


11.                                 Nonqualified
Stock Option.  The Stock Option shall
not be treated as an Incentive Stock Option.


 


12.                                 Restrictions
on Optioned Shares.  If the
Participant is a party to that certain First
Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”),
effective as of January 5, 2006, among the Company (as successor by merger
to EXCO Holdings Inc.) and the stockholders signatory thereto, any
Optioned Shares acquired by such Participant shall be subject to and governed
by the terms, provisions and restrictions set forth in the Registration Rights
Agreement.


 


13.                                 Voting.  The Participant, as record
holder of some or all of the Optioned Shares following exercise of this Stock
Option, has the exclusive right to vote, or consent with respect to, such
Optioned Shares until such time as the Optioned Shares are transferred in
accordance with this Agreement; provided, however, that this Section shall
not create any voting right where the holders of such Optioned Shares otherwise
have no such right.


 


14.                                 Community Property.  Each
spouse individually is bound by, and such spouse’s interest, if any, in any
Optioned Shares is subject to, the terms of this Agreement.  Nothing in this Agreement shall create a
community property interest where none otherwise exists.


 


15.                                 Dispute Resolution.


 


a.                                       Arbitration.                                  All disputes and controversies of every kind
and nature between any parties hereto arising out of or in connection with this
Agreement or the transactions described herein as to the construction,
validity, interpretation or meaning, performance, non-performance, enforcement,
operation or breach, shall be submitted to arbitration pursuant to the
following procedures:


 


i.                                          After a dispute or controversy arises, any
party may, in a written notice delivered to the other parties to the dispute,
demand such arbitration.  Such notice
shall designate the name of the arbitrator (who shall be an impartial person)
appointed by such party demanding arbitration, together with a statement of the
matter in controversy.


 


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ii.                                       Within 30 days after receipt of such demand,
the other parties shall, in a written notice delivered to the first party, name
such parties’ arbitrator (who shall be an impartial person).  If such parties fail to name an arbitrator,
then the second arbitrator shall be named by the American Arbitration
Association (the “AAA”).  The two
arbitrators so selected shall name a third arbitrator (who shall be an
impartial person) within 30 days, or in lieu of such agreement on a third
arbitrator by the two arbitrators so appointed, the third arbitrator shall be
appointed by the AAA.  If any arbitrator
appointed hereunder shall die, resign, refuse or become unable to act before an
arbitration decision is rendered, then the vacancy shall be filled by the
method set forth in this Section for the original appointment of such
arbitrator.


 


iii.                                    Each party shall bear its own arbitration
costs and expenses.  The arbitration
hearing shall be held in Dallas, Texas at a location designated by a majority
of the arbitrators. The Commercial Arbitration Rules of the American
Arbitration Association shall be incorporated by reference at such hearing and
the substantive laws of the State of Texas (excluding conflict of laws
provisions) shall apply.


 


iv.                                   The arbitration hearing shall be concluded
within ten (10) days unless otherwise ordered by the arbitrators and the
written award thereon shall be made within fifteen (15) days after the close of
submission of evidence.  An award
rendered by a majority of the arbitrators appointed pursuant to this Agreement
shall be final and binding on all parties to the proceeding, shall resolve the
question of costs of the arbitrators and all related matters, and judgment on
such award may be entered and enforced by either party in any court of competent
jurisdiction.


 


v.                                      Except as set forth in Section 15.b.,
the parties stipulate that the provisions of this Section shall be a
complete defense to any suit, action or proceeding instituted in any federal,
state or local court or before any administrative tribunal with respect to any
controversy or dispute arising out of this Agreement or the transactions
described herein.  The arbitration
provisions hereof shall, with respect to such controversy or dispute, survive
the termination or expiration of this Agreement.


 


No
party to an arbitration may disclose the existence or results of any
arbitration hereunder without the prior written consent of the other parties;
nor will any party to an arbitration disclose to any third party any
confidential information disclosed by any other party to an arbitration in the
course of an arbitration hereunder without the prior written consent of such
other party.


 


b.                                      Emergency Relief. 
Notwithstanding anything in this Section 15 to the contrary,
any party may seek from a court any provisional remedy that may be necessary to
protect any rights or property of such party pending the establishment of the
arbitral tribunal or its determination of the merits of the controversy or to
enforce a party’s rights under Section 15.


 


16.                                 Participant’s
Representations.  Notwithstanding any
of the provisions hereof, the Participant hereby agrees that he will not
exercise the Stock Option granted hereby, and that the Company will not be
obligated to issue any shares to the Participant hereunder, if the exercise
thereof or the issuance of such shares shall constitute a violation by the
Participant or the Company of any provision of any law or regulation of any
governmental authority.  Any
determination in this connection by the Company shall be final, binding, and
conclusive.  The obligations of the
Company and the rights of the Participant are subject to all applicable laws,
rules, and regulations.


 


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17.                                 Investment
Representation.  Unless the Common
Stock is issued to him in a transaction registered under applicable federal and
state securities laws, by his execution hereof, the Participant represents and
warrants to the Company that all Common Stock which may be purchased hereunder
will be acquired by the Participant for investment purposes for his own account
and not with any intent for resale or distribution in violation of federal or
state securities laws.  Unless the Common
Stock is issued to him in a transaction registered under the applicable federal
and state securities laws, all certificates issued with respect to the Common
Stock shall bear an appropriate restrictive investment legend and shall be held
indefinitely, unless they are subsequently registered under the applicable
federal and state securities laws or the Participant obtains an opinion of
counsel, in form and substance satisfactory to the Company and its counsel,
that such registration is not required.


 


18.                                 Legend.  The following legend shall be placed on all
certificates representing Optioned Shares:


 


On the face of the
certificate:


 


“Transfer of this stock
is restricted in accordance with conditions printed on the reverse of this
certificate.”


 


On the reverse:


 


“The shares of stock
evidenced by this certificate are subject to and transferable only in
accordance with that certain EXCO Resources, Inc. 2005 Long-Term Incentive
Plan, a copy of which is on file at the principal office of the Company in
Dallas, Texas.  No transfer or pledge of
the shares evidenced hereby may be made except in accordance with and subject
to the provisions of said Plan.  By
acceptance of this certificate, any holder, transferee or pledge hereof agrees
to be bound by all of the provisions of said Plan.”


 


All Optioned Shares and
shares into which Optioned Shares may be converted owned by the Participant
shall be subject to the terms of this Agreement and shall be represented by a
certificate or certificates bearing the foregoing legend.


 


19.                                 Lock-up Agreement.  Any
Participant that is a party to the Registration Rights Agreement hereby agrees
that in connection with any underwritten public offering of Common Stock,
including the Company’s initial public offering, the Optioned Shares may not be
sold, offered for sale, pledged or otherwise disposed of or transferred except
in accordance with the terms of the Registration Rights Agreement.  In the event of the declaration of a stock
dividend, a spin-off, a stock split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company’s outstanding
securities without receipt of consideration, any new, substituted or additional
securities which are by reason of such transaction distributed with respect to
any Optioned Shares subject to this Section 19 or into which such
Optioned Shares thereby become convertible shall immediately be subject to this
Section 19.


 


20.                                 Participant’s
Acknowledgments.  The Participant
acknowledges receipt of a copy of the Plan, which is annexed hereto, and
represents that he or she is familiar with the terms and provisions thereof,
and hereby accepts this Option subject to all the terms and provisions thereof.
The Participant hereby agrees to accept as binding, conclusive, and final all
decisions or interpretations of the Committee or the Board, as appropriate,
upon any questions arising under the Plan or this Agreement.


 


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21.                                 Law
Governing.  This Agreement shall be
governed by, construed, and enforced in accordance with the laws of the State
of Texas (excluding any conflict
of laws rule or principle of Texas
law that might refer the governance, construction, or interpretation of this
agreement to the laws of another state).


 


22.                                 No
Right to Continue Service or Employment. 
Nothing herein shall be construed to confer upon the Participant the
right to continue in the employ or to provide services to the Company or any
Subsidiary, whether as an employee or as a consultant or as an Outside
Director, or interfere with or restrict in any way the right of the Company or
any Subsidiary to discharge the Participant as an employee, consultant or
Outside Director at any time.


 


23.                                 Legal
Construction.  In the event that any
one or more of the terms, provisions, or agreements that are contained in this
Agreement shall be held by a Court of competent jurisdiction to be invalid,
illegal, or unenforceable in any respect for any reason, the invalid, illegal,
or unenforceable term, provision, or agreement shall not affect any other term,
provision, or agreement that is contained in this Agreement and this Agreement
shall be construed in all respects as if the invalid, illegal, or unenforceable
term, provision, or agreement had never been contained herein.


 


24.                                 Covenants
and Agreements as Independent Agreements. Each of the covenants and
agreements that is set forth in this Agreement shall be construed as a covenant
and agreement independent of any other provision of this Agreement.  The existence of any claim or cause of action
of the Participant against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants and agreements that are set forth in this Agreement.


 


25.                                 Entire
Agreement.  This Agreement together
with the Plan supersede any and all other prior understandings and agreements,
either oral or in writing, between the parties with respect to the subject
matter hereof and constitute the sole and only agreements between the parties
with respect to the said subject matter. 
All prior negotiations and agreements between the parties with respect
to the subject matter hereof are merged into this Agreement.  Each party to this Agreement acknowledges
that no representations, inducements, promises, or agreements, orally or
otherwise, have been made by any party or by anyone acting on behalf of any
party, which are not embodied in this Agreement or the Plan and that any
agreement, statement or promise that is not contained in this Agreement or the
Plan shall not be valid or binding or of any force or effect.


 


26.                                 Parties
Bound.  The terms, provisions, and
agreements that are contained in this Agreement shall apply to, be binding
upon, and inure to the benefit of the parties and their respective heirs,
executors, administrators, legal representatives, and permitted successors and
assigns, subject to the limitation on assignment expressly set forth
herein.  No person or entity shall be permitted to acquire any Optioned Shares
without first executing and delivering an agreement in the form satisfactory to
the Company making such person or entity subject to the restrictions on
transfer contained herein.


 


27.                                 Modification.  No change or modification of this Agreement
shall be valid or binding upon the parties unless the change or modification is
in writing and signed by the parties. 
Notwithstanding the preceding sentence, the Company may amend the Plan
or revoke this Stock Option to the extent permitted by the Plan.


 


28.                                 Headings.  The headings that are used in this Agreement
are used for reference and convenience purposes only and do not constitute
substantive matters to be considered in construing the terms and provisions of
this Agreement.


 


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29.                                 Gender
and Number.  Words of any gender used
in this Agreement shall be held and construed to include any other gender, and
words in the singular number shall be held to include the plural, and vice
versa, unless the context requires otherwise.


 


30.                                 Notice.  Any notice required or permitted to be
delivered hereunder shall be deemed to be delivered only when actually received
by the Company or by the Participant, as the case may be, at the addresses set
forth below, or at such other addresses as they have theretofore specified by
written notice delivered in accordance herewith:


 


a.                                       Notice
to the Company shall be addressed and delivered as follows:


 


EXCO Resources, Inc.


12377 Merit Dr., Suite 1700


Dallas, Texas  75251


Attn:  Chief Financial Officer


Facsimile:  (214) 368-2087


 


b.                                      Notice
to the Participant shall be addressed and delivered as set forth on the
signature page.


 


31.                                 Tax
Requirements.  The Participant is
hereby advised to consult immediately with his or her own tax advisor regarding
the tax consequences of this Agreement, the availability, method, and timing
for filing an election to include income arising from this Agreement into the
Participant’s gross income under Section 83(b) of the Code, and the
tax consequences of such election.  By
execution of this Agreement, the Participant agrees that if the Participant
makes such an election, the Participant shall provide the Company with written
notice of such election in accordance with the regulations promulgated under
Code Section 83(b). The Company or, if applicable, any Subsidiary (for
purposes of this Section 31, the term “Company” shall be
deemed to include any applicable Subsidiary), shall have the right to deduct
from all amounts hereunder paid in cash or other form, any Federal, state,
local, or other taxes required by law to be withheld in connection with this
Award.  The Company may, in its sole
discretion, also require the Participant receiving shares of Common Stock
issued under the Plan to pay the Company the amount of any taxes that the
Company is required to withhold in connection with the Participant’s income
arising with respect to this Award.  Such
payments shall be required to be made when requested by the Company and may be
required to be made prior to the delivery of any certificate representing
shares of Common Stock.  Such payment may
be made (i) by the delivery of cash to the Company in an amount that
equals or exceeds (to avoid the issuance of fractional shares under (iii) below)
the required tax withholding obligations of the Company; (ii) if the
Company, in its sole discretion, so consents in writing, the actual delivery by
the exercising Participant to the Company of shares of Common Stock other than (A) Restricted
Stock, (B) Callable Shares,
or (C) Common Stock that
the Participant has not acquired from the Company within six (6) months prior
to the date of exercise, which shares so delivered have an aggregate Fair
Market Value that equals or exceeds (to avoid the issuance of fractional shares
under (iii) below) the required tax withholding payment; (iii) if the
Company, in its sole discretion, so consents in writing, the Company’s
withholding of a number of shares to be delivered upon the exercise of the
Stock Option other than shares that will constitute Restricted Stock, which
shares so withheld have an aggregate fair market value that equals (but does
not exceed) the required tax withholding payment; or (iv) any combination
of (i), (ii), or (iii).  The Company may,
in its sole discretion, withhold any such taxes from any other cash
remuneration otherwise paid by the Company to the Participant.


 


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IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed by its duly authorized
officer, and the Participant, to evidence his consent and approval of all the
terms hereof, has duly executed this Agreement, as of the date specified in Section 1
hereof.


 


	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXCO
  RESOURCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Douglas H. Miller

  	
   

  
	
   

  	
   

  	
  Title: Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
							



 


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