EX-10.2







Exhibit 10(2)


(Page 1)





STOCK OPTION AGREEMENT




pursuant to the



HESS CORPORATION

2008 LONG-TERM INCENTIVE PLAN




* * * * *




	 	 	 
	Optionee:

	 	FIRST NAME — LAST NAME
	 
	 	 
	Grant Date:

	 	DATE
	 
	 	 
	Number of Shares of Common
Stock Subject to such Option:

	 	# OF OPTION SHARES
	 
	 	 
	Per Share Exercise Price of Option:

	 	$XX.XX






* * * * *




          THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is
entered into by and between Hess Corporation, a Delaware corporation (the “Corporation”), and the
Optionee specified above, pursuant to the Hess Corporation 2008 Long-Term Incentive Plan, as in
effect and as amended from time to time (the “Plan”); and




          WHEREAS, it has been determined under the Plan that it would be in the best interests of the
Corporation to grant the stock option provided for herein to the Optionee as an inducement to
remain in the employment of the Corporation (and/or any Subsidiary), and as an incentive for
increased effort during such employment;




          NOW, THEREFORE, in consideration of the mutual covenants and premises hereinafter set forth
and for other good and valuable consideration, the parties hereto hereby mutually covenant and
agree as follows:




     1. Incorporation By Reference; Document Receipt. This Agreement is subject in all
respects to the terms and provisions of the Plan (including, without limitation, any amendments
thereto adopted at any time and from time to time unless such amendments are expressly not intended
to apply to the grant of the option hereunder), all of which terms and provisions are made a part
of and incorporated in this Agreement as if each were expressly set forth mutatis mutandis
herein. Any capitalized term not defined in this Agreement will have the same meaning as is
ascribed thereto under the Plan. The Optionee hereby acknowledges receipt of a prospectus
describing the Plan and the Awards thereunder and that the Optionee has read it carefully and fully
understands its content. In the event of any conflict between the terms of this Agreement and the
terms of the Plan, the terms of the Plan will control.



     2. Grant of Options. As of the Grant Date specified above, the Corporation hereby
grants to the Optionee non-qualified stock options (each, an “Option” and collectively, the
“Options”) to acquire from the Corporation at the Per Share Exercise Price specified above for









 



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such
Option the aggregate number of shares of the Common Stock of the Corporation specified above for
such Option (the “Option Shares”). The Options are not to be treated as (and are not intended to
qualify as) incentive stock options within the meaning of Section 422 of Code.



     3. No Rights as Stockholder or to Cash Payments Equivalent to Dividends. Prior to the
acquisition of the Option Shares upon the exercise of any Option, neither the Optionee nor any
other person will become the beneficial owner of the Option Shares underlying the Option, nor have
any rights as a stockholder with respect to any such Option Shares and will not be entitled to
receive a cash payment or other distribution with respect to such Option Shares.



     4. Exercise of this Option.



          4.1 Unless the exercisability of any Option is accelerated under the terms of the Plan or
this Agreement, all Options not theretofore terminated will become exercisable as follows: (i)
one-third of the Option Shares (rounded to the nearest whole number of shares) will become
exercisable on the first anniversary of the Grant Date (ii) one-third of the Option Shares (rounded
to the nearest whole number of shares) will become exercisable on the second anniversary of the
Grant Date and (iii) the remainder of the Option Shares will become exercisable on the third
anniversary of the Grant Date.




          4.2 Unless earlier terminated in accordance with the terms of the Plan or this Agreement, all
Options will expire and no longer be exercisable upon the tenth anniversary of the Grant Date (the
“Expiration Date”).




          4.3 In no event will any Option be exercisable for a fractional share of Common Stock.




          4.4 If the Optionee remains employed by the Corporation or any of its Subsidiaries through the
Expiration Date, the Options may be exercised to the extent exercisable until the close of trading
(generally 4:00 p.m. New York time) on the last trading day falling within the exercise period on
the New York Stock Exchange or, if different, the principal stock exchange on which the Common
Stock is then listed. Thus if the Expiration Date is not a trading day, then the last day the
Stock Options may be exercised is the last trading day preceding the Expiration Date.




     5. Method of Exercise and Payment. Once exercisable, an Option may be exercised in
whole or in part by the Optionee by delivering to the Secretary of the Corporation or his
designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and
the Optionee exercises and sells Option Shares through such program, shall be the administrator of
such program) on any business day (the “Exercise Date”) a notice, in such manner and form as may be
required by the Corporation, specifying the number of the Option Shares the Optionee then desires
to acquire (the “Exercise Notice”). The Exercise Notice will be accompanied by payment of the
aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares
to be acquired upon such exercise. Such payment will be made in cash, by personal or certified
check, bank draft or money order payable to the order of the Corporation or, if permitted by the
Committee (in its sole discretion)
and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial
cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or
(b) some other form of payment acceptable to the Committee. To the extend permitted by law, the
Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares
thereby acquired pursuant to a “cashless exercise” arrangement or program, selected









 



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by and approved
of in all respects in advance by the Committee. Payment instruments will be received by the
Corporation subject to collection. The proceeds received by the Corporation upon the exercise of
any Option may be used by the Corporation for general corporate purposes. Any portion of an Option
that is exercised may not be exercised again. Upon exercise in accordance with the terms of the
Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be
promptly delivered to the Optionee, except that for so long as the Corporation maintains a
“cashless exercise” program and the Optionee exercises and sells Option Shares through such
program, delivery of the proceeds of such sale shall be made to a brokerage account maintained in
the name of the Optionee with the administrator of such program.



     6. Termination and Forfeiture.



          6.1 Unless otherwise determined by the Committee, all Options will terminate in accordance
with Sections 6.2, 6.3 and 6.4 below, as the case may be. In any event, all Options will terminate
upon the tenth anniversary of the Grant Date.




          6.2 Subject to any determination of the Committee pursuant to Section 6.01 of the Plan, if an
Optionee’s employment with the Corporation or any Subsidiary terminates for any reason (other than
by reason of the Optionee’s death, disability or normal or early retirement under the Corporation’s
Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a
Subsidiary in which the Optionee participates) all Options, to the extent not exercisable on the
date of any such termination of employment, will be forfeited and cancelled by the Corporation.
The Optionee’s rights, if any, to exercise any exercisable portion of any Option will terminate
sixty days after the date of any termination of employment (other than by reason of the Optionee’s
death, disability, or normal or early retirement under the Corporation’s Employees’ Pension Plan or
any successor plan thereto or any similar plan maintained by a Subsidiary in which the Optionee
participates), but not beyond the tenth anniversary of the Grant Date, and thereafter all Options
will be forfeited and cancelled by the Corporation.




          6.3 If an Optionee’s employment with the Corporation or any Subsidiary terminates by reason
of the Optionee’s death, disability, or normal retirement under the Corporation’s Employees’
Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which
the Optionee participates, the Optionee (or, in the event of the Optionee’s death, the Optionee’s
estate, designated beneficiary or other legal representative, as the case may be and as determined
by the Committee) shall have the right to exercise all Options at any time until the tenth
anniversary of the Grant Date. The existence and date of the Optionee’s disability shall be
determined by the Committee and any such determination shall be conclusive.




          6.4 (a) Notwithstanding anything to the contrary in Section 6.2 above, if the Optionee’s
employment with the Corporation or any Subsidiary terminates by reason of the Optionee’s early
retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any
similar plan maintained by a Subsidiary in which the Optionee participates, all Options to the
extent exercisable on the date of such early retirement shall remain exercisable until the tenth
anniversary of the Grant Date.




               (b) Notwithstanding anything to the contrary in Section 6.2 above, if the Optionee’s
employment with the Corporation or any Subsidiary terminates by reason of the Optionee’s early
retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any
similar plan maintained by a Subsidiary in which the Optionee participates, the Committee, in its
sole discretion, may (but is not obligated to) determine that (i) each Option









 



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to the extent not
exercisable at the time of any such early retirement will become exercisable as to a proportionate
number of underlying Option Shares based on the number of calendar days elapsed (as of the date of
such early retirement) in the vesting period of such Option (or portion thereof), and (ii) each
such Option shall remain exercisable until the tenth anniversary of the Grant Date. Except for
Options which have become exercisable as described in the prior sentence, any Option to the extent
not exercisable at the time of the Optionee’s termination of employment by reason of early
retirement will be forfeited and cancelled by the Corporation.



          6.5 For the purposes of determining the dates on which Options may be exercised following a
termination of employment or death, disability, retirement or early retirement, the Stock Options
may be exercised until the close of trading (generally 4:00 p.m. New York time) on the last trading
day falling within the exercise period on the New York Stock Exchange or, if different, the
principal stock exchange on which the Common Stock is then listed. Thus if the Option would
otherwise terminate on a day that is not a trading day, then the last day the Options may be
exercised is the last trading day preceding such termination date.




     7. Change of Control. The Options are subject to acceleration of exercisability and
“cash-out” at the discretion of the Committee upon the occurrence of a Change of Control, all as
provided in and subject to Section 9 of the Plan.



     8. Non-transferability. The Options, and any rights or interests therein or under
this Agreement, may not be sold, exchanged, transferred, assigned or otherwise disposed of in any
way at any time by the Optionee (or any beneficiary(ies) of the Optionee), except to an Immediate
Family Member or to a trust, partnership or limited liability corporation all of whose
beneficiaries, partners or members, as the case may be, are Immediate Family Members, or by
testamentary disposition by the Optionee or the laws of descent and distribution or pursuant to
Section 16 of this Agreement; provided, however, that to transfer an Option to an
Immediate Family Member or to an entity described above, such Immediate Family Member or entity
must agree, in a form acceptable to Committee, to be bound by the terms of the Plan and this
Agreement. The Options may not be pledged, encumbered or otherwise hypothecated in any way at any
time by the Optionee (or any beneficiary(ies) of the Optionee) and will not be subject to
execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer,
assign, encumber or otherwise dispose of or hypothecate this Option, or the levy of any execution,
attachment or similar legal process upon this Option, contrary to the terms of this Agreement
and/or the Plan will be null and void and without legal force or effect. During the Optionee’s
lifetime, the Options may be exercisable only by the Optionee or the Optionee’s legal
representative, or if transferred to an Immediate Family Member or an entity comprising Immediate
Family Members as described above, by such Immediate Family Member or entity.



     9. Entire Agreement; Amendment. This Agreement (including the Plan incorporated
herein by reference) contains the entire agreement between the parties hereto with respect to the
subject matter contained herein, and supersedes all prior agreements or prior understandings,
whether written or oral, between the parties relating to such subject matter. The Board has the
right, in its sole discretion, to amend, alter, suspend, discontinue or terminate the Plan, and the
Committee has the right, in its sole discretion, to amend, alter, suspend, discontinue or terminate
any or all of the Options or this Agreement from time to time in accordance with and as provided in
the Plan; provided, however, that no such amendment,
alteration, suspension, discontinuance or termination after initial shareholder approval of
the Plan may materially impair the previously accrued rights of the Optionee under this Option
without the consent of the Optionee. The Corporation will give written notice to the Optionee of
any such modification or amendment of this Agreement as soon as practicable after the









 



(Page 5)





adoption
thereof. This Agreement may also be modified, amended or terminated by a writing signed by both
the Corporation and the Optionee.



     10. Notices. Any notice (other than an Exercise Notice) which may be required or
permitted under this Agreement will be in writing, and will be delivered in person or via facsimile
transmission, overnight courier service or certified mail, return receipt requested, postage
prepaid, properly addressed as follows:



          10.1 If the notice is to the Corporation, to the attention of the Secretary of Hess
Corporation, 1185 Avenue of the Americas, New York, New York 10036, or at such other address as the
Corporation by notice to the Optionee designates in writing from time to time.




          10.2 If the notice is to the Optionee, at his or her address as shown on the Corporation’s
records, or at such other address as the Optionee, by notice to the Corporation, designates in
writing from time to time.




     11. Limitations; Governing Law. Nothing herein or in the Plan will be construed as
conferring on the Optionee or anyone else the right to continue in the employ of the Corporation or
any Subsidiary. This Agreement will be governed by and construed in accordance with the laws of
the State of Delaware, without reference to the principles of conflict of laws thereof.



     12. Compliance with Laws. The issuance of this Option (and the Option Shares upon
exercise of this Option) pursuant to this Agreement will be subject to, and will comply with, any
applicable requirements of any federal and state securities laws, rules and regulations (including,
without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the
respective rules and regulations promulgated thereunder), rules of any exchange on which the Common
Stock is listed (including, without limitation, the rules and regulations of the New York Stock
Exchange), and any other law or regulation applicable thereto. The Corporation will not be
obligated to issue this Option or any of the Option Shares pursuant to this Agreement if any such
issuance would violate any such requirements, and if issued will be deemed void ab
initio.



     13. Binding Agreement; Further Assurances. This Agreement will inure to the benefit
of, be binding upon, and be enforceable by the Corporation and its successors and assigns. Each
party hereto will do and perform (or will cause to be done and performed) all such further acts and
will execute and deliver all such other agreements, certificates, instruments and documents as any
party hereto reasonably may request in order to carry out the intent and accomplish the purposes of
this Agreement and the Plan and the consummation of the transactions contemplated thereunder.



     14. Counterparts; Headings. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which will constitute one
and the same instrument. The titles and headings of the various sections of this Agreement have
been inserted for convenience of reference only and will not be deemed to be a part of this
Agreement.



     15. Severability. The invalidity or unenforceability of any provisions of this
Agreement in any jurisdiction will not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any
provision of this Agreement in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder will be enforceable to the fullest extent permitted by law.









 



(Page 6)




     16. Beneficiary. The Optionee may designate the beneficiary or beneficiaries to
exercise this Option (or to receive any Option Shares issuable hereunder) after the death of the
Optionee. Such designation may be made by the Optionee on the enclosed beneficiary designation
form and (unless the Optionee has waived such right) may be changed by the Optionee from time to
time by filing a new beneficiary designation form with the Committee. If the Optionee does not
designate a beneficiary or if no designated beneficiary(ies) survives the Optionee, the Optionee’s
beneficiary will be the legal representative of the Optionee’s estate.



     17. Tax Withholding. Neither the exercise of any Option under this Agreement, nor the
issuance of any Option Shares thereunder, will be permitted or effected unless and until the
Optionee (or the Optionee’s beneficiary(ies) or legal representative) has made appropriate
arrangements for the payment of any amounts required to be withheld with respect thereto under all
present or future federal, state and local tax laws and regulations and other laws and regulations.
Unless the Optionee otherwise elects or is prohibited by law, if and for so long as the
Corporation maintains a cashless exercise program and the Optionee exercises and sells Option
Shares through such program, payment of such amounts will be made by deducting such amounts from
the proceeds of such sale.



     18. Terms of Employment. The Plan is a discretionary plan. The Optionee hereby
acknowledges that neither the Plan nor this Agreement forms part of his terms of employment and
nothing in the Plan may be construed as imposing on the Corporation or any Subsidiary a contractual
obligation to offer participation in the Plan to any employee of the Corporation or any Subsidiary.
The Corporation or any Subsidiary is under no obligation to grant further Options to the Optionee
under the Plan. If the Optionee ceases to be an employee of the Corporation or any Subsidiary for
any reason, he shall not be entitled by way of compensation for loss of office or otherwise
howsoever to any sum or other benefit to compensate him for the loss of any rights under this
Agreement or the Plan.



     19. Data Protection. By signing this Agreement, the Optionee consents to the holding
and processing of personal data provided by the Optionee to the Corporation for all purposes
necessary for the operation of the Plan. These include, but are not limited to:



          19.1 Administering and maintaining Optionee records;




          19.2 Providing information to any registrars, brokers or third party administrators of the
Plan; and




          19.3 Providing information to future purchasers of the Corporation or the business in which
the Optionee works.










 



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     IN WITNESS WHEREOF, the Corporation has caused this agreement to be executed by its duly
authorized officer, and you have also executed this Agreement and acknowledged receipt of other
related materials including the Plan prospectus, all as of the Grant Date.



	 	 	 	 	 
	 	HESS CORPORATION

 	 
	 	 	
 	 
	 	 	John B. Hess 	 
	 	 	Chairman of the Board 	 
	 














 




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8)

RESTRICTED STOCK AWARD AGREEMENT




pursuant to the




HESS CORPORATION

2008 LONG-TERM INCENTIVE PLAN




* * * * *




	 	 	 
	Awardee:

	 	FIRST NAME — LAST NAME
	 
	 	 
	Grant Date:

	 	DATE
	 
	 	 
	Number of Shares of Common
Stock Subject to such Award:

	 	# OF RESTRICTED SHARES






* * * * *




          THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified
above, is entered into by and between Hess Corporation, a Delaware corporation (the “Corporation”),
and the Awardee specified above, pursuant to the Hess Corporation 2008 Long-Term Incentive Plan, as
in effect and as amended from time to time (the “Plan”); and



          WHEREAS, it has been determined under the Plan that it would be in the best interests of the
Corporation to grant the restricted stock award provided for herein to the Awardee as an inducement
to remain in the employment of the Corporation (and/or any Subsidiary), and as an incentive for
increased effort during such employment;



          NOW, THEREFORE, in consideration of the mutual covenants and premises hereinafter set forth
and for other good and valuable consideration, the parties hereto hereby mutually covenant and
agree as follows:



          The Compensation and Management Development Committee (the “Committee”) of the Board of
Directors (the “Board”) of Hess Corporation has granted to you restricted shares of the Common
Stock of the Corporation in accordance with the terms and provisions of the Plan and this agreement
(the “Restricted Shares”). The Restricted Shares are restricted for a period commencing on the
date of grant and ending on the third anniversary of the Grant Date and are otherwise subject to
the terms and conditions set forth herein. If the conditions set forth in the Plan and this
agreement are not satisfied, this agreement and the Restricted Shares awarded together with all
rights and interests relating thereto, shall be void and of no force or effect.



     1. Incorporation By Reference; Document Receipt. This agreement is subject in all
respects to the terms and provisions of the Plan (including, without limitation, any amendments
thereto adopted at any time and from time to time unless such amendments are expressly not intended
to apply to the grant of Restricted Shares hereunder), all of which terms and provisions are made a
part of and incorporated in this agreement as if each were expressly set forth mutatis
mutandis herein. Any capitalized term not defined in this agreement will have the same meaning
as is ascribed thereto under the Plan. You hereby acknowledge receipt of a prospectus describing
the Plan and the Awards thereunder and that you have read it carefully and fully understand its









 



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9)




content. In the event of any conflict between the terms of this agreement and the terms of the
Plan, the terms of the Plan will control.



     2. Restricted Stock. Restricted Shares will be issued in book-entry form in your name
and deposited with The Bank of New York or other agent designated by the Committee, as escrow agent
(the “Escrow Agent”). Prior to the issuance and deposit of the Restricted Shares with the Escrow
Agent, you will have no rights of a shareholder, and you will not be entitled to vote the Restricted
Shares or receive any dividends or other distributions, in respect of the Restricted Shares. The
Restricted Shares will be held by the Escrow Agent pursuant to an agreement (the “Escrow
Agreement”) between the Escrow Agent and the Corporation. You authorize the Escrow Agreement to
transfer shares and otherwise act in accordance with instructions of the Corporation. You will
furnish the Escrow Agent with stock transfer powers or authorizations from time to time, if
requested. Except to the extent otherwise provided in the Plan or this agreement, if you remain
continuously employed by the Corporation or any Subsidiary until the third anniversary of the Grant
Date, the Escrow Agent will, except as provided below, deliver to you shortly thereafter a new share
certificate in your name representing the Restricted Shares; provided, however, that Restricted
Shares may nevertheless be evidenced on a noncertificated basis, to the extent not prohibited by
applicable law or the rules of any stock exchange. For as long as an account is maintained in your
name with a broker, custodian, or other institution retained by the Corporation to assist in the
administration of the Plan (the “Administrator”), such Restricted Shares will be deposited into
such account.



     3. Rights as a Stockholder. While the Restricted Shares are held by the Escrow Agent,
you will be the record owner and will have all the rights of a stockholder with respect to the
Restricted Shares, including (without limitation) the right to vote, subject to the restrictions
provided for in the Plan, the Escrow Agreement and this agreement. From and after the date on
which the Restricted Shares are issued in your name and deposited with the Escrow Agent, cash
dividends and other distributions made or paid with respect to the Restricted Shares will be held
by the Escrow Agent and may (but need not be) reinvested as determined by the Committee, and such
dividends and distributions will be paid to you (or your account at the Administrator referred to
in Section 2), together with interest or other earnings thereon (if any), at the time and to the
extent pro tanto that the Restricted Shares become non-forfeitable and are
delivered to you by the Escrow Agent. Any new, additional or different securities that you may
become entitled to receive with respect to the Restricted Shares under the Plan by virtue of any
reinvestment of any cash dividends paid on the Common Stock or any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation, split-up, or any similar change affecting
the Common Stock, will be delivered to the Escrow Agent subject to the same restrictions, terms and
conditions as apply to the related Restricted Shares.



     4. Termination and Forfeiture.



          4.1 If your employment with the Corporation or any Subsidiary terminates prior to the third
anniversary of the Grant Date by reason of your death, disability or normal retirement under the
Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained
by a Subsidiary in which you participate, the Escrow Agent will, as promptly as practicable,
deliver to you, or your account at the Administrator referred to in Section 2 (in the case of
disability or your normal retirement), or your beneficiary(ies) (in the case of your death) a
certificate representing all of the Restricted Shares awarded to you hereunder and all accumulated
dividends on the Restricted Shares, together with interest or other earnings thereon (if any). The
existence and date of disability will be determined by the Committee and its determination shall be
final and conclusive.









 



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10)



          4.2 If your employment with the Corporation or any Subsidiary terminates prior to the third
anniversary of the Grant Date for any reason other than your death, disability or normal retirement
under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan
maintained by a Subsidiary in which you participate, all of the Restricted Shares, and any rights
thereto, awarded to you hereunder, all accumulated dividends in respect thereof and interest
thereon (if any) will be forfeited by you and returned by the Escrow Agent to the Corporation and
you will have no further rights with respect thereto.



          4.3 Notwithstanding Section 4.2 above, if your employment with the Corporation or any
Subsidiary terminates prior to the third anniversary of the Grant Date by reason of your early
retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any
similar plan maintained by a Subsidiary in which you participate, the Committee, in its sole
discretion, may (but is not obligated to) determine that it will deliver to you, or your account at
the Administrator referred to in Section 2, on a specified date a certificate representing a
proportionate number of the Restricted Shares awarded to you hereunder based on the number of
calendar days elapsed (as of the date of such early retirement) in the vesting period ending on the
third anniversary of the Grant Date, together with a proportionate amount of the accumulated
dividends in respect thereof also based on the number of calendar days elapsed (as of the date of
such early retirement) in the vesting period ending on the third anniversary of the Grant Date, and
any interest or other earnings on such proportionate amount (if any).



     5. Change of Control. The Restricted Shares awarded to you hereunder are subject to
acceleration of vesting and “cash-out” at the discretion of the Committee upon the occurrence of a
Change of Control, all as provided in and subject to Section 9 of the Plan.



     6. Beneficiary. You may designate the beneficiary or beneficiaries to receive any
Restricted Shares or other amounts which may be delivered in respect of this Award after your
death. Such designation may be made by you on the enclosed beneficiary designation form and
(unless you have waived such right) may be changed by you from time to time by filing a new
beneficiary designation form with the Committee. If you do not designate a beneficiary or if no
designated beneficiary(ies) survives you, your beneficiary will be the legal representative of your
estate.



     7. Tax Withholding. No delivery of vested Restricted Shares or payment of any
accumulated cash dividends in respect thereof or other amount in respect of this Award will be made
unless and until you (or your beneficiary or legal representative) have made appropriate
arrangements for the payment of any amounts required to be withheld with respect thereto under all
present or future federal, state and local tax laws and regulations and other laws and regulations.
Unless you elect otherwise in writing or are prohibited by law, upon expiration of the applicable
restriction period such number of Restricted Shares as shall be necessary to pay such withholding
amounts shall be sold by the Administrator on your behalf, and the proceeds thereof shall be
delivered to the Corporation for remittance to the appropriate governmental authorities, and the
remaining Restricted Shares shall be delivered to you, or your account at the Administrator
referred to in Section 2.



          Notwithstanding the immediately preceding paragraph, if you make an election pursuant to
Section 83(b) of the Code, or the value of any Restricted Shares otherwise becomes includible in
your gross income for income tax purposes prior to the expiration of the applicable
restriction period, you agree to pay to the Corporation in cash (or make other arrangements,
in accordance with Section 12.03 of the Plan, for the satisfaction of) any taxes of any kind
required by law to be withheld with respect to such Restricted Shares. If you elect immediate
Federal income taxation with respect to all or any portion of the Restricted Shares pursuant to
Section 83(b) of the









 



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11)




Code, you agree to deliver a copy of such election to the Corporation at the
time such election is filed with the Internal Revenue Service.



     8. Limitations; Governing Law. Nothing herein or in the Plan will be construed as
conferring on you or anyone else the right to continue in the employ of the Corporation or any
Subsidiary. The rights and obligations under this agreement and the Award are governed by and
construed in accordance with the laws of the State of Delaware, without reference to the principles
of conflict of laws thereof.



     9. Non-transferability. The Restricted Shares, and any rights and interests with
respect thereto, issued under this agreement and the Plan may not, prior to vesting, be sold,
exchanged, transferred, assigned or otherwise disposed of in any way by you (or any of your
beneficiary(ies)). The Restricted Shares, and any rights and interests with respect thereto, may
not, prior to vesting, be pledged, encumbered or otherwise hypothecated in any way by you (or any
of your beneficiary(ies)) and will not, prior to vesting, be subject to execution, attachment or
similar legal process. Any attempt to sell, exchange, transfer, assign, pledge, encumber or
otherwise dispose of or hypothecate in any way any of the Restricted Shares, or the levy of any
execution, attachment or similar legal process upon the Restricted Shares, contrary to the terms
and provisions of this agreement and/or the Plan will be null and void ab initio
and without legal force or effect. Each certificate evidencing the Restricted Shares will bear a
legend to this effect.



     10. Entire Agreement; Amendment. This agreement (including the Plan which is
incorporated herein by reference) contains the entire agreement between the parties hereto with
respect to the subject matter contained herein, and supersedes all prior agreements or prior
understandings, whether written or oral, between the parties hereto relating to such subject
matter. The Board has the right, in its sole discretion, to amend, alter, suspend, discontinue or
terminate the Plan, and the Committee has the right, in its sole discretion, to amend, alter,
suspend, discontinue or terminate one or more of the Awards of Restricted Stock or this agreement
from time to time in accordance with and as provided in the Plan; provided,
however, that no such amendment, alteration, suspension, discontinuance or termination
after initial shareholder approval of the Plan may materially impair your previously accrued rights
under this agreement or the Plan without your consent. The Corporation will give you written
notice of any such modification or amendment of this agreement as soon as practicable after the
adoption thereof. This agreement may also be modified, amended or terminated by a writing signed
by you and the Corporation.



     11. Notices. Any notice which may be required or permitted under this agreement will
be in writing and will be delivered in person, or via facsimile transmission, overnight courier
service or certified mail, return receipt requested, postage prepaid, properly addressed as
follows:



          11.1 If the notice is to the Corporation, to the attention of the Secretary of Hess
Corporation, 1185 Avenue of the Americas, New York, New York 10036, or at such other address as the
Corporation by notice to you may designate in writing from time to time.



          11.2 If the notice is to you, at your address as shown on the Corporation’s records, or at
such other address as you, by notice to the Corporation, may designate in writing from time to
time.



     12. Compliance with Laws. The issuance of the Restricted Shares pursuant to this will
be subject to, and will comply with, any applicable requirements of federal and state securities
laws, rules and regulations (including, without limitation, the provisions of the Securities Act of
1933, the Exchange Act and the respective rules and regulations promulgated thereunder), any
applicable rules of any exchange on which the Common Stock is listed (including, without









 



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limitation, the rules and regulations of the New York Stock Exchange), and any other law, rule or
regulation applicable thereto. The Corporation will not be obligated to issue any of the Common
Stock subject to this agreement if such issuance would violate any such requirements and if issued
will be deemed void ab initio.



     13. Binding Agreement; Further Assurances. This agreement will inure to the benefit
of, be binding upon, and be enforceable by the Corporation and its successors and assigns. Each
party hereto will do and perform (or will cause to be done and performed) all such further acts and
shall execute and deliver all such other agreements, certificates, instruments and documents as any
other party hereto reasonably may request in order to carry out the intent and accomplish the
purposes of this agreement and the Plan and the consummation of the transactions contemplated
thereunder.



     14. Counterparts; Headings. This agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which will constitute one
and the same instrument. The titles and headings of the various sections of this agreement have
been inserted for convenience of reference only and will not be deemed to be a part of this
agreement.



     15. Severability. The invalidity or unenforceability of any provisions of this
agreement in any jurisdiction will not affect the validity, legality or enforceability of the
remainder of this agreement in such jurisdiction or the validity, legality or enforceability of any
provision of this agreement in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder will be enforceable to the fullest extent permitted by law.



     16. Terms of Employment. The Plan is a discretionary plan. You hereby acknowledge
that neither the Plan nor this agreement forms part of your terms of employment and nothing in the
Plan may be construed as imposing on the Corporation or any Subsidiary a contractual obligation to
offer participation in the Plan to any employee of the Corporation or any Subsidiary. The
Corporation or any Subsidiary is under no obligation to grant further Restricted Shares to you
under the Plan. If you cease to be an employee of the Corporation or any Subsidiary for any
reason, you shall not be entitled by way of compensation for loss of office or otherwise howsoever
to any sum or other benefit to compensate you for the loss of any rights under this agreement or
the Plan.



     17. Data Protection. By signing this agreement, you consent to the holding and
processing of personal data provided by you to the Corporation for all purposes necessary for the
operation of the Plan. These include, but are not limited to:



          17.1 Administering and maintaining your records;



          17.2 Providing information to any registrars, brokers or third party administrators of the
Plan; and



          17.3
Providing information to future purchasers of the Corporation or the business in which
you work.



           IN WITNESS WHEREOF, the Corporation has caused this agreement to be executed by its duly
authorized officer, and you have also executed this agreement and









 



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acknowledged receipt of other
related materials including the Plan prospectus, all as of the Grant Date.



	 	 	 	 	 
	 	Very truly yours,




HESS CORPORATION

 	 
	 	  	
 	 
	 	 	John B. Hess 	 
	 	 	Chairman of the Board