KCS Energy, Inc.










EXHIBIT 10.6  



KCS ENERGY, INC.  



SUPPLEMENTAL STOCK
OPTION AGREEMENT  




	Option granted to:



Address: 	«FIRST» «LAST»



«ADDRESS»

«CITY», «ST» «ZIP» 






          This
agreement made by and between KCS Energy,  Inc., a Delaware  Corporation  (the
 “Company”),  having its office at 5555 San Felipe,  Suite 1200,  Houston,  Texas 77056,
 and the Grantee,  an employee of the Company or any  Subsidiary (as defined in the 2001
Employee and Directors Stock Plan of the Company,  as amended (the “2001 Plan”)),
 residing at the address set forth above (the “Agreement”).  All  capitalized  terms used
but not defined in this Agreement  shall have the  respective  meanings set forth in the
2001 Plan.  



          Whereas
the 2001 Plan, a copy of which is attached as Exhibit A became  effective  upon the
effective date of the Company’s Plan of  Reorganization  under Chapter 11 of the United
States  Bankruptcy Code by order of the United States Bankruptcy Court dated January 30,
2001; and  



          Whereas
the 2001 Plan provides that the Executive  Compensation  Committee (the “Committee”) of
the Board of Directors (the “Board”) of the Company  may grant  options to purchase  from
the Company an  aggregate,  together  with other  securities  issuable thereunder,  of
not more than  4,362,868  shares of, $.01 par value (the  “Stock”);  at not less than 100
percent (100%) of the Fair Market Value of the Stock on the date the option is granted;
and  



          WHEREAS
 the  Committee  has  determined  that an option  under the 2001 Plan  should be  granted
 to the  Grantee  and has determined  that the price per share of the stock  which is set
forth in  paragraph  FIRST  hereof is not less than its Fair  Market Value on the Grant
Date (as hereinafter defined); and  



          WHEREAS
the Grantee desires to accept the grant of such option and to enter into this Agreement
with the Company;  



          NOW,
 THEREFORE,  in  consideration  of the premises and mutual  covenants herein contained
and for other good and valuable consideration, the parties hereto agree as follows:  



          FIRST:
 On «GRANT_DATE» (the “Grant Date”),  the Company hereby grants to the
Grantee the right,  privilege and option to purchase  from the Company up to, but not
exceeding in the  aggregate, «SHARES» shares of Stock,  (such «SHARES» shares
of Stock shall  hereinafter be referred to as the “Common Stock”) at a price of «OPTION_PRICE» per
share (the Option Price”),  on the terms and subject to the  provisions  and  conditions
 hereinafter  set forth (such right,  privilege  and option,  including,  unless the
context  otherwise  requires,  the right described in Paragraph THIRD (b) hereof,  if
any, shall  hereinafter be referred to as this “Option”).  




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          SECOND:
 The  term of this  Option  (the  “Option  Period”)  is the  period  beginning  on the
 Grant  Date and  ending  on «GRANT_DATE»,201x, subject to earlier
termination as provided in paragraphs THIRD and FOURTH hereof.  



          THIRD:
 (a) The Grantee  shall have the right to exercise  this Option:  (i) with respect to
one-third  (1/3) of the shares specified in  Paragraph  FIRST  beginning  on the first
(1st)  anniversary  of the Grant Date;  (ii) with  respect to an  additional one-third
(1/3) of the shares  specified in Paragraph  FIRST beginning on the second (2nd)
 anniversary of the Grant Date, and (iii) with respect to an additional  one-third (1/3)
of the shares  specified in Paragraph FIRST beginning on the third (3rd)  anniversary of
the Grant Date.  The right to exercise all Options shall expire on the expiration of the
Option Period.  



          (b)
If this  Agreement so indicates  on the  signature  page  hereof,  the Company  shall,
 at the election of the Grantee, purchase  all or any part of this Option to the extent
that it is  exercisable  as of the date of  election,  for an amount equal to the excess
of the Fair Market Value of the shares of the Common Stock on the election  date or the
part thereof so  purchased,  over the Option  Price of such Common  Stock.  In no event
 shall the amount of any such  payment  exceed 100 percent  (100%) of the Fair Market
Value on the Grant Date of the shares of Common Stock with respect to which the right
specified in this  subparagraph  (b) of Paragraph THIRD is exercised.  (This right shall
hereinafter be referred to as a “Stock  Appreciation  Right”).  Notwithstanding any
provision  herein to the contrary,  the Stock  Appreciation  Right (which is included
 within the  definition of this Option herein) will  expire  no  later  than the
 expiration  of this  Option,  will be  transferable  only if and to the  extent  this
 Option  is transferable,  and may be exercised only when this Option is eligible to be
exercised.  The Grantee may elect to exercise such Stock Appreciation  Right during the
period  beginning  on the third  business day  following  the date on which the Company
 releases for publication  its quarterly or annual  summary  statements of sales and
 earnings,  and ending on the twelfth  business day following such date.  The Stock
 Appreciation  Right may only be  exercised  if, on the date of such  election,  the Fair
Market  Value of the common  Stock  exceeds  the Option  Price.  Payment by the Company
 shall be made in the form of shares of Stock  valued at the Fair Market Value on the
date of exercise, cash or a combination thereof, as the Committee,  in its sole
discretion,  shall determine. To the extent that the Grantee  exercises the Stock
 Appreciation  Right with respect to all or part of the Stock for which this Option has
been granted, the right to purchase such Stock by exercising this Option shall be
extinguished.  



          FOURTH:
 (a) If the  Grantee  shall die  while in the  employ  of the  Company  or any
 Subsidiary  and shall  have been so employed at all times from the date of this
 Agreement  to the date of the  Grantee’s  death,  this Option may be exercised by (i) a
legatee or  legatees  of the  Grantee  under the  Grantee’s  last will and  testament,
 (ii) a  distributee  or  distributees  under applicable  intestacy law, or (iii) by the
personal  representative  of the deceased Grantee,  to the extent then  exercisable,  and
shall lapse at the earlier of the expiration of the Option Period or one (1) year after
the date of the Grantee’s death.  



          (b)
Exercise of this Option by the  Grantee’s  legatee,  distributee  or legal
 representative  shall be subject to all the terms and conditions of this  Agreement,
 except that, the provisions of Paragraph THIRD (a)  notwithstanding,  this Option shall
be fully exercisable by the legatee, distributee or legal representative of the Grantee
upon the death of the Grantee.  




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          (c)
If, while in the continuous employ of the Company or any Subsidiary,  the Grantee ceases
employment  because of a Total and Permanent  Disability,  then, the provisions of
Paragraph THIRD (a)  notwithstanding,  this Option shall be fully exercisable by the
Grantee or the Grantee’s legal  representative  and shall lapse at the earlier of the
expiration of the Option Period or one (1) year following the date the Grantee ceases
such employment.  



          (d)
If the  Grantee  ceases  to be an  employee  of the  Company  or any  Subsidiary  by
reason of  Retirement,  then,  the provisions of Paragraph  THIRD (a)  notwithstanding,
 this Option shall be fully  exercisable  and shall lapse at the earlier of the
expiration  of the Option  Period or three (3) months  after the date of the  Grantee’s
 Retirement.  Any question as to whether and when there has been a Retirement  or other
 cessation  of  employment  shall be  determined  by the  Committee,  and any  reasonable
determination made by it shall be final and binding on all the parties.  



          (e)
Except as otherwise  provided in this Paragraph  FOURTH, if the Grantee shall cease to be
an employee of the Company or any Subsidiary for any reason other than death, Total and
Permanent Disability or Retirement, this Option shall lapse immediately.  



          (f)
This Option shall be subject in all respects to any rules and  regulations  adopted from
time to time by the  Committee as it deems proper for carrying out the purposes of the
2001 Plan.  The  interpretation  and  construction  by the  Committee of any provision of
the 2001 Plan or this Agreement shall be final and binding on all parties.  



          (g)
This Option is subject in all respects to the 2001 Plan, the terms of which are
 incorporated  herein by reference.  In the event of any conflict between this Agreement
and the 2001 Plan, the terms of the 2001 Plan shall be in control.  



          FIFTH:
 This  Option is made  subject  to the  following  provisions,  conditions  and
 limitations,  as well as to all the provisions, conditions and limitations stated in the
2001 Plan:  



          (a)
     This  Option  shall  not be  assignable  or  transferable  by the  Grantee,  except
by will or by the laws of  descent  and distribution and is exercisable, during the
lifetime of the Grantee, only by Grantee or Grantee’s legal representative or guardian.  



          (b)
In the event of (i) any  recapitalization,  reclassification,  spin-off,  split-up or
 consolidation of common Stock is effected;  (ii) the outstanding  shares of Common Stock
are exchanged,  in connection with a merger or  consolidation of the Company or a sale by
the company of all or a part of it’s  assets,  for a different  number or class of shares
of stock or other  securities or the company for shares of the stock or other securities
of any other  corporation;  (iii) new,  different or additional shares or other
 securities of the Company or of another  corporation are received by the holders of
Common Stock; or (iv) any distribution is made to the holders of Common Stock other than
a cash  dividend;  the Board shall make  appropriate  adjustments  to: (i) the number and
class of shares or other  securities  that may be issued or transferred  pursuant to
outstanding  Options or Stock  Appreciation Rights,  (ii) the number and class of shares
or other  securities  available  for  issuance  under the Plan,  and (iii) the purchase
price to be paid per share under outstanding Options or Stock Appreciation Rights.  



          (c)
If at any time, the Board shall in its discretion  determine that the listing,
 registration  or  qualification  of the shares of the Stock  subject to this  Option
 upon 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  for the exercise of this Option or the issue or  purchase  of shares of Stock
 hereunder,  this  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 from any  conditions  not  reasonably acceptable to the Board. In the
event the Stock issued  pursuant to this Option has not been registered  under the
Securities Act of 1993,  as amended,  the Company  shall cause a legend or legends to be
placed on any  certificates  representing  such Stock stating that such shares have not
been so registered.  




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          SIXTH:
 (a) (i) The Grantee  shall  exercise  this Option by  delivering  or mailing to the
Committee at the address of the Company  set forth  above,  a written  notice  stating
 (1) the  number of shares of Stock in  respect  of which the Option is being exercised;
 (2) the name and address of the Grantee to be recorded on the Stock records of the
Company;  and (3) the place where the certificate for the Stock then being purchased
shall be delivered.  With each such notice,  the Grantee shall pay to the company the
full amount of the  purchase  price  payable  for the number of shares of Stock then
being  purchased.  Payment  shall be in cash or check  payable to the order of the
 company,  or in shares of Stock  owned by the  Grantee,  such  shares to be valued at
their Fair Market Value on the date of the exercise of this Option;  (ii) The Grantee
shall exercise any Stock  Appreciation Right with respect to all or part of the  shares
of Stock for which this  Option has been  granted by  delivering  or mailing to the
 Committee  at the address of the Company set forth  above,  a written  notice  stating
(1) the number of shares of Stock in respect of which the Stock Appreciation  Right is
being  exercised;  (2) the name and address of the Grantee to be recorded on the Stock
records of the Company in the event the Committee  elects to pay in Stock for all or part
of the Stock  Appreciation  Right;  (3) The Option Price; and (4) the place where the
check or the  certificate for the Stock in payment for the Stock  Appreciation  Right
then being exercised shall be delivered.  



          (b)
In the event this Option  shall be  exercised  pursuant to  Paragraph  FOURTH (a)
 hereof,  by a person  other than the Grantee, the Company may require appropriate proof
of the right of such person or persons to exercise this option.  



          (c)
Subject to the provisions of  Subparagraph  (d) below,  the Company,  within (10) days of
receipt of a proper notice of exercise, payment in full of the purchase price, if any,
and investment  representation,  if one is required, will issue and deliver to the
Grantee,  in accordance with such written  notice,  a certificate for the number of
shares of Stock then purchased or a check or a certificate for the Stock in payment for
any Stock Appreciation Right then exercised.  The time of such delivery,  however, may be
postponed by the Company for such period as it may require using reasonable diligence, to
comply with the requirements of law.  



          (d)
Whenever cash is to be paid pursuant to an exercise of this Option,  the Company shall be
entitled to deduct  therefrom an amount sufficient in its opinion to satisfy all federal,
 state and other  governmental tax withholding  requirements  related to such payment.
 Whenever  shares of Stock are to be delivered  pursuant to an exercise of this Option,
 the Company shall be entitled to require as a condition of delivery  that the Grantee
 remit to the Company an amount  sufficient in the opinion of the Company to satisfy all
federal, state and other governmental tax withholding requirements related thereto.  



          SEVENTH:
 This Agreement shall be binding upon the Company,  its successors and assigns and,
 subject to the provisions and conditions hereof, shall inure to the benefit of the
legatees, distributees and legal representatives of the Grantee.  




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          EIGHTH:
 This Agreement and the 2001 Plan embody the entire  understanding  and agreement of the
parties in relation to the subject  matter hereof and no promise,  condition,
 representation  or warranty,  express or implied,  not herein or therein  stated shall
bind either party  hereto.  Except as provided in the 2001 Plan,  none of the terms and
 conditions  of this  Agreement may be changed,  modified,  waived or cancelled  except
by a writing,  signed by the parties hereto  specifying such change,  modification,
waiver  or  cancellation.  A waiver  by either  party,  at any time,  of  compliance
 with any of the terms and  conditions  of this Agreement  shall not be considered a
 modification,  cancellation  or consent to a future waiver of such terms and  conditions
or of any  preceding or  succeeding  breach  thereof,  unless  expressly so stated.  If
any section,  paragraph,  sentence,  word or other provision  of this  Agreement  shall
be deemed  to be  invalid  or  unenforceable,  then all of the  remaining  Agreement
 sections, paragraphs, sentences, words or other provisions shall remain in full force
and effect and shall be binding upon the Grantee.  



          NINTH:
 This Agreement shall be construed and enforced in accordance with the laws of the State
of Delaware.  



          TENTH:
This Agreement may be executed  simultaneously in two or more  counterparts,  each of
which shall be deemed to be an original as of the date set forth below and it shall not
be necessary  in making  proof of this  Agreement to produce or account for more than one
such counterpart.  



          ELEVENTH:
 The signature of the Grantee hereon will  constitute the Grantee’s  acknowledgement  of
receipt of a copy of the 2001 Plan,  the Grantee’s  acceptance of this Agreement and all
terms and provisions  hereof.  This Agreement  shall become null and void and of no force
and effect  whatsoever,  unless within 21 days from the date hereof the Grantee returns
to the Secretary of the Company a copy of this Agreement signed by the Grantee.  



          IN
WITNESS  WHEREOF,  the Grantee has executed this  Agreement and the Company has caused
this Agreement to be executed and attested in its name and on its behalf, by its duly
authorized signatories as of this«GRANT_DATE».  




	ATTEST  	KCS ENERGY, INC.  
	 
  
	———————————————

Secretary

(Corporate Seal) 	———————————————

Chairman, Chief Executive Officer 
	 
  
	 	By

      ———————————————

      Grantee 






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