exv10w3






Exhibit 10.3




SEVENTH AMENDMENT TO THE

RANGE RESOURCES CORPORATION

2005 EQUITY-BASED COMPENSATION PLAN




     This Seventh Amendment to the Range Resources Corporation 2005 Equity-Based Compensation Plan
(the “Plan”) is effective as provided herein and is made by Range Resources Corporation, a Delaware
corporation (the “Company”):



     WHEREAS, the Company has established the Plan in order to attract able persons to serve as
directors or to enter the employ of the Company and its affiliates, and to provide a means whereby
those individuals upon whom the responsibilities of the successful administration and management of
the Company rest, and whose present and potential contributions to the welfare of the Company and
its affiliates are of importance, can acquire and maintain stock ownership thereby strengthening
their concern for the welfare of the Company and its affiliates and, further, to provide such
individuals with additional incentive and reward opportunities designed to enhance the profitable
growth of the Company and its affiliates; and



     WHEREAS, the Company desires to make certain amendments to the Plan, including those required
for the Plan and the Awards thereunder to comply with Section 409A of the Internal Revenue Code of
1986, as amended;



     NOW, THEREFORE, the Plan is amended as provided herein, effective December 2, 2008, and,
except as provided below, the Plan shall continue to read in its current state:



     1. Section 2(h) is amended to read as follows:



     (h) “Change in Control” means the occurrence of any of the following events:




     (i) Change in Board Composition. Persons who constitute the members of
the Board as of the date hereof (the “Incumbent Directors”), cease for any reason to
constitute at least a majority of members of the Board; provided that any Person
becoming a director of the Company subsequent to the date hereof shall be considered
an Incumbent Director if such Person’s appointment, election or nomination was
approved by a vote of at least 50% of the Incumbent Directors; but provided,
further, that any such Person whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of members of
the Board or other actual or threatened solicitation of proxies or consents by or on
behalf of a “person” (within the meaning of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the
Board, including by reason of agreement intended to avoid or settle any such actual
or threatened contest or solicitation, shall not be considered an Incumbent
Director;




     (ii) Business Combination. Consummation of (x) a reorganization,
merger or consolidation or sale or other disposition of all or substantially all of
the assets of the Company, whether in one or a series of related transactions, or
(y) the acquisition of assets or stock of another entity by the Company (either, a



 









 






“Business Combination”), excluding, however, any Business Combination pursuant
to which:




     (A) Persons who were the beneficial owners, respectively, of
the then outstanding shares of common stock, par value $0.01 per
share, of the Company (the “Outstanding Stock”) and the combined
voting power of the then outstanding securities entitled to vote
generally in the election of directors of the Company (the
“Outstanding Company Voting Securities”) immediately prior to such
Business Combination beneficially own, upon consummation of such
Business Combination, directly or indirectly, more than 50% of the
then outstanding shares of common stock (or similar securities or
interests in the case of an entity other than a corporation) and
more than 50% of the combined voting power of the then outstanding
securities (or interests) entitled to vote generally in the election
of directors (or in the selection of any other similar governing
body in the case of an entity other than a corporation) of the
Surviving Corporation (as defined below) in substantially the same
proportions as their ownership of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to
such Business Combination;




     (B) no Person (other than the Company, any Subsidiary, any
employee benefit plan of the Company or any Subsidiary or any
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any Subsidiary of the Company) or
group (within the meaning of Rule 13d-5 promulgated under the
Exchange Act) (“Group”) becomes the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Exchange Act)
(“Beneficial Owner”) of 35% or more of either (x) the then
outstanding shares of common stock (or similar securities or
interests in the case of an entity other than a corporation) of the
Surviving Corporation, or (y) the combined voting power of the then
outstanding securities (or interests) entitled to vote generally in
the election of directors (or in the selection of any other similar
governing body in the case of an entity other than a corporation) of
the Surviving Corporation; and




     (C) individuals who were Incumbent Directors at the time of the
execution of the initial agreement or of the action of the Board
providing for such Business Combination constitute at least a
majority of the members of the board of directors (or of any similar
governing body in the case of an entity other than a corporation) of
the Surviving Corporation;



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where, for purposes of this clause (ii), the term “Surviving Corporation” means the
entity resulting from a Business Combination or, if such entity is a direct or
indirect Subsidiary of another entity, the entity that is the ultimate parent of the
entity resulting from such Business Combination.




     (iii) Stock Acquisition. Any Person (other than the Company, any
Subsidiary, any employee benefit plan of the Company or any Subsidiary or any
trustee or other fiduciary holding securities under an employee benefit plan of the
Company or any Subsidiary of the Company) or Group becomes the Beneficial Owner of
35% or more of either (x) the Outstanding Stock or (y) the Outstanding Company
Voting Securities; provided, however, that for purposes of this Section 2(h)(iii),
no Change in Control shall be deemed to have occurred as a result of the following
acquisitions: (A) any acquisition directly from the Company; or (B) any acquisition
by a Person pursuant to a Business Combination which complies with clauses (A), (B)
and (C) of Section 2(h)(ii); or




     (iv) Liquidation. Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company (or, if no such approval is
required, the consummation of such a liquidation or dissolution).



     2. Section 7(c) is amended to read as follows:




     (c) Form and Timing of Payment under Awards; Deferrals. Subject to the terms
of this Plan and any applicable Award agreement, payments to be made by the Company or a
Subsidiary upon the exercise of an Option or other Award or settlement of an Award may be
made in such forms as the Committee shall determine, including without limitation cash,
Stock, other Awards or other property, and may be made in a single payment or transfer, or,
with respect to an Award that is not an Option or SAR, in installments or on a deferred
basis. The settlement of any Award under this Plan may be accelerated, and cash paid in
lieu of Stock in connection with such settlement, in the discretion of the Committee or upon
occurrence of one or more specified events (in addition to a Change in Control), except to
the extent such acceleration would trigger the additional tax under Section 409A of the
Code. Installment or deferred payments with respect to Awards other than Options or SARs
may be required by the Committee (subject to Section 10(c) of this Plan, including the
consent provisions thereof in the case of any deferral of an outstanding Award not provided
for in the original Award agreement) or permitted at the election of the Participant on
terms and conditions established by the Committee. However, any installment and deferred
payment, whether required by the Committee or elected by a Participant, that is not a
“short-term deferral,” for purposes of Section 409A of the Code, shall be allowed only as is
provided in a separate deferred compensation plan adopted by the Company that complies with
Section 409A of the Code. Payment obligations with respect to such installment or deferred
payment shall be transferred to such separate deferred compensation plan and thereafter
shall be subject to the terms of such deferred compensation plan. This Plan shall not be
operated in a manner that results in it constituting an “employee benefit plan” for purposes
of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.



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     As amended hereby, the Plan is specifically ratified and reaffirmed.



     IN WITNESS WHEREOF, the Company has caused this Seventh Amendment to be executed this
December 4, 2008, effective for all purposes as provided above.



	 	 	 	 	 	 	 
	 	 	 RANGE RESOURCES CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Roger S. Manny	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	Roger S. Manny	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Executive Vice President	 	 
	 

	 	 	 	 

	 	 







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