exv10w3






Exhibit 10.3




Form of Restricted Stock Award Notice under the National Fuel Gas Company
1997 Award and Option Plan




[Date]




[Name]

[Address]

[Address]



Dear [Name]:




     I am pleased to inform you that the Compensation Committee (the “Committee”) of the Board of
Directors of National Fuel Gas Company (“NFG”) awarded to you (the “Grantee”), on [date] [number]
shares of NFG Common Stock (“Common Stock”) subject to the restrictions set out herein (“Restricted
Stock”). This award is made subject to (i) the terms of the National Fuel Gas Company 1997 Award
and Option Plan, as amended (the “Plan”), and the Administrative Rules concerning the Plan that
have been adopted by the Committee (the “Rules”), both of which are fully incorporated herein by
reference, and (ii) the terms and conditions of this letter agreement.



     The Restricted Stock will be issued in the Grantee’s name but the Restricted Stock
certificate(s) will be held by NFG for the account of the Grantee, together with such stock powers
that the Grantee shall execute in favor of NFG, until such time as the restrictions shall lapse.
Grantee hereby agrees to execute such stock powers in favor of NFG (and any other documents that
NFG may reasonably require in connection with the Restricted Stock) as a condition to receiving the
Restricted Stock.



     RESTRICTIONS



     The Restricted Stock shall be subject to vesting restrictions as follows:



     The Restricted Stock is subject to forfeiture, except to the extent vesting restrictions lapse
as provided herein, until [one year after date of grant] with respect to [one third of] shares;
until [two years after date of grant] with respect to an additional [one third of] shares; and
until [three years after date of grant] with respect to the final [one third of] shares. The
Grantee will forfeit to NFG the Restricted Stock if his employment with NFG and its subsidiaries
shall terminate for any reason (including for Cause or a voluntary resignation at any age including
retirement) prior to the expiration



 









 





[Name]

Page 2

[Date]



of vesting restrictions on such stock, unless such termination is on account of the Grantee’s death
or “Disability” as defined in this section. For purposes of this letter agreement, a Grantee’s
Disability occurs when and if, as a result of disease, injury or mental disorder, the Grantee is
incapable of engaging in regular employment or occupation with NFG, and if and so long as the
Social Security Administration has determined that the Grantee is disabled. However, the Grantee
will not be considered disabled if the disability (i) was contracted, suffered or incurred by
reason of being or having been engaged in any criminal or illegal activity, (ii) resulted from the
Grantee’s habitual drunkenness or narcotic or drug addiction, (iii) resulted from an intentionally
self-inflicted injury, or (iv) resulted from service in the armed forces for which a military
allowance or pension is paid. In the event of the Grantee’s death or Disability, all restrictions
shall lapse on the date of death or Disability. Until and to the extent the Restricted Stock has
vested, it may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution.




     Notwithstanding the above provisions, the Committee, in its sole discretion, may at any time
or from time to time relax or remove any vesting or other restrictions on the Restricted Stock in
accordance with the terms of the Plan.



     In the event of a Change in Control of NFG or Change in Ownership of NFG, as defined in the
Plan, the provisions of Section 23 of the Plan shall control.



     ADJUSTMENT



     In the event that, as a result of a stock dividend, stock split, recapitalization, combination
of shares or other adjustment in the capital stock of NFG or otherwise, or as a result of a merger,
consolidation or other reorganization, the Common Stock shall be increased, reduced or otherwise
changed, and by virtue of such change the Grantee shall, in his capacity as the owner of Restricted
Stock, be entitled to new or additional or different shares of stock or securities (other than
rights or warrants to purchase securities) (“Adjustment Shares”), the certificates representing the
Adjustment Shares, together with a stock power executed by the Grantee in favor of NFG, shall also
be delivered to and held by NFG. Any Adjustment Shares shall be Restricted Stock for all purposes
of this Agreement, subject to the same restrictions as were applicable to the Restricted Stock to
which they relate.



     RIGHTS AND WARRANTS



     If the Grantee shall receive rights or warrants in respect of any Restricted Stock or any
Adjustment Shares, such rights or warrants may be held, exercised, sold or otherwise disposed of by
the Grantee, and any shares or other securities acquired by the Grantee as a result of the exercise
of such rights or warrants likewise may be held, sold or otherwise disposed of by the Grantee free
and clear of any restrictions.



 









 





[Name]

Page 3

[Date]




     MISCELLANEOUS



     Except for the restrictions contained in this letter agreement, the Rules and the Plan, the
Grantee shall have all the rights of a shareholder, including the right to vote and receive cash
dividends as and when paid.



     The Grantee, by accepting this award, represents to NFG that he is acquiring the shares of
Restricted Stock for investment and not with a view to distribution, and the Grantee will not sell
or otherwise dispose of such shares unless such shares are registered under applicable federal and
state securities laws or the Grantee furnishes NFG an opinion of counsel, satisfactory to NFG, to
the effect that such sale or disposition is exempt from the registration requirements of such laws.



     Certificates representing shares of Restricted Stock may bear a legend reflecting the
provisions of this letter agreement.



     This letter agreement shall be binding upon and inure to the benefit of NFG and the Grantee
and their respective successors and legal representatives.



     Nothing in this letter agreement gives Grantee any right to continue in the employment of NFG
or its subsidiaries.



     This letter agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and may not be modified, amended, renewed or terminated, nor may any term or
condition or breach of any term or condition be waived, except by a writing signed by the person or
persons sought to be bound by such modification, amendment, renewal termination or waiver. Any
waiver of any term or condition or breach thereof shall not be a waiver of any other term or
condition or of the same term or condition for the future or of any subsequent breach.



     This letter agreement shall be governed, construed and enforced in accordance with the Plan
and the laws of the State of New York.



     In the event of the invalidity of any part or provision of this letter agreement, such
invalidity shall not affect the enforceability of any other part or provision hereof.



 









 





[Name]

Page 4

[Date]




     If the foregoing is acceptable to you, kindly acknowledge your acceptance by signing both
copies of this letter and returning one to [Secretary of Company].



	 	 	 	 	 
	 	Very truly yours,





NATIONAL FUEL GAS COMPANY

 	 
	 	By:  	
 	 
	 	 	[Name] 	 
	 	 	[Title] 	 
	 


ACCEPTED AND AGREED TO



this ___ day of _____________, ____.



__________________________________

Grantee