Exhibit 99.1


 


POGO PRODUCING COMPANY


 


1995 Long-Term Incentive Plan of Pogo Producing
Company


Pogo Producing Company 2000 Incentive Plan


2002 Incentive Plan of Pogo Producing Company


Pogo Producing Company 2004 Incentive Plan


 


FORM OF RESTRICTED STOCK AWARD AGREEMENT


 


This
Restricted Stock Award Agreement (the “Award Agreement”) is entered into by and
between POGO PRODUCING
COMPANY (the “Company”), and                         
(the “Participant”) as of                         
(the “Date of Grant”).


 


W I T N E S S E T H


 


WHEREAS,
the Company has adopted each of the 1995 Long-Term Incentive Plan of Pogo
Producing company, the Pogo Producing Company 2000 Incentive Plan, the 2002
Incentive Plan of Pogo Producing Company, and the Pogo Producing Company 2004
Incentive Plan (collectively the “Plan”), which are incorporated herein and
made a part hereof for all purposes, to strengthen the ability of the Company
to attract, motivate and retain individuals of superior capability, and to
encourage them to have a proprietary interest in the Company; and


 


WHEREAS,
the committee established pursuant to the Plan (the “Committee”) believes that
the granting of the restricted stock described herein to the Participant is
consistent with the stated purposes for which the Plan was adopted.


 


NOW,
THEREFORE, in consideration of the mutual covenants and conditions hereinafter
set forth and for other good and valuable consideration, the Company and the
Participant agree as follows:


 


1.                                       Restricted
Stock.  In order to encourage the Participant’s
contribution to the successful performance of the Company, and in consideration
of the covenants and promises of the Participant herein contained, the Company
hereby grants to the Participant as of the Date of Grant, an Award of                         
shares of Common Stock, subject to the conditions and restrictions set
forth below and in the Plan (the “Restricted Stock”).


 


2.                                       Escrow
of Certificates.


 


(a)                                  The
certificates representing shares of Restricted Stock shall be registered in the
name of the Participant and deposited, together with a stock power endorsed by
the Participant in blank, with the Executive Vice President and Chief
Administrative Officer of the Company (or his or her designee) during the
Restricted Period, as defined in Paragraph 3(a) hereof.  Each such certificate shall bear a legend as
provided by the Company, conspicuously referring to the terms, conditions and
restrictions as permitted under Section 15 of the Plan.  The Participant, by executing this Award
Agreement in the space provided below, hereby acknowledges that:


 


(i)                                     as
a material inducement to the grant of this Award under the Plan, the Executive
Vice President and Chief Administrative Officer of the Company (or his or her
designee) is so appointed as the escrow holder with the authority to hold said
certificates and stock powers in escrow and to take all such actions and to
effectuate all transfers of


 





















 


vested Restricted
Stock or releases as are in accordance with the terms of this Award Agreement
and the Plan, and


 


(ii)                                  the
appointment is coupled with an interest, and is accordingly irrevocable.


 


(b)                                 The
Executive Vice President and Chief Administrative Officer of the Company, as
the escrow holder, will not be liable to the Participant (or to any other
party) for any actions or omissions unless the escrow holder is grossly
negligent.  The escrow holder may rely
upon any letter, notice, or other document executed with any signature
purported to be genuine.


 


(c)                                  Upon
receipt by the Executive Vice President and Chief Administrative Officer of the
Company, as the escrow holder, of a written request from the Participant for a
transfer of all or any portion of, the Restricted Stock that has vested
pursuant to paragraph 4 or 5, the Secretary of the Company shall transfer such
vested Restricted Stock to the Participant; provided that the Participant
timely remits, in a form and manner approved by the Company, an amount equal to
the aggregate par value of the Restricted Stock being transferred.


 


3.                                       Restrictions
on Transfer Before Vesting.


 


(a)                                  Absent
prior written consent of the Committee, the shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered, whether voluntarily or involuntarily, by operation of law
or otherwise, from the Date of Grant until said shares shall have become vested
in the Participant (and restrictions terminated thereon, in accordance with the
provisions of Paragraph 4, or as otherwise provided in Paragraph 5.  The period of time between the Date of Grant
and the vesting of shares of Restricted Stock (and the termination of
restrictions thereon) shall be referred to herein as the “Restricted Period” as
to those shares of Restricted Stock.


 


(b)                                 Consistent
with the foregoing, except as contemplated by Paragraph 8, no right or benefit
under this Award Agreement shall be subject to transfer, anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary,
involuntary, by operation of law or otherwise, and any attempt to transfer,
anticipate, alienate, sell, assign, pledge, encumber or charge the same shall
be void.  No right or benefit hereunder
shall in any manner be liable for or subject to any debts, contracts, liabilities
or torts of the person entitled to such benefits.  If the Participant or his Beneficiary
hereunder shall become bankrupt or attempt to transfer, anticipate, alienate,
assign, sell, pledge, encumber or charge any right or benefit hereunder, other
than as contemplated by Paragraph 6, or if any creditor shall attempt to
subject the same to a writ of garnishment, attachment, execution,
sequestration, or any other form of process or involuntary lien or seizure,
then such right or benefit shall cease and terminate.


 


4.                                       Vesting
of Restricted Stock.  All restrictions shall lapse and the
Restricted Stock shall vest as follows (it being understood that the number of
shares of Restricted Stock as to which all restrictions have lapsed and which
have vested in the Participant at any time shall be the greater of the number
of vested shares specified in subparagraph (a) or (b)):


 


(a)                                  The
Participant shall become vested as to:


 


(i)                                     25%
of the total number of shares of Restricted Stock on the first anniversary of
the Date of Grant, and


 





















 


(ii)                                  an
additional 25% of the total number of shares of Restricted Stock on the second,
third and fourth anniversaries of the Date of Grant;


 


provided,
however, that the Participant shall not vest pursuant to this
Paragraph 4(a) in shares of Restricted Stock if the Participant has not
been continuously providing services to the Company or its Subsidiaries from
the date of this Award Agreement through such vesting date (it being understood
that the vesting or forfeiture of such unvested shares shall be governed
instead by the provisions of Paragraph 5).


 


(b)                                 All
shares of Restricted Stock shall become vested upon retirement at least six
months after the Date of Grant  or upon
the death or disability of the Participant.


 


5.                                       Effect
of Termination of Employment or Services. 
If the Company and its Subsidiaries determine that the Participant’s
employment or services are no longer needed, or if the Participant terminates
employment or ceases to perform services for the Company and its Subsidiaries,
then the shares of Restricted Stock that have not previously vested in
accordance with Paragraph 4 as of the date of such termination, shall be
forfeited by the Participant to the Company. 
Notwithstanding the foregoing, upon the cessation of the Participant’s
employment or services (whether voluntary or involuntary), the Committee may,
in its sole and absolute discretion, elect to accelerate the vesting of some or
all of the unvested shares of Restricted Stock.


 


6.                                       Beneficiary
Designations.  The Participant shall
file with the Corporate Secretary of the Company a designation of one or more
beneficiaries (each a “Beneficiary”) to whom shares otherwise due the
Participant shall be distributed in the event of the death of the
Participant.  The Participant shall have
the right to change the Beneficiary or Beneficiaries from time to time;
provided, however, that any change shall not become effective until received in
writing by the Secretary of the Company. 
If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall
be distributed to the deceased Beneficiary’s estate.  If there is no effective Beneficiary
designation on file at the time of the Participant’s death, or if the
designated Beneficiary or Beneficiaries have all predeceased such Participant,
the payment of any remaining benefits shall be made to the Participant’s
estate.


 


7.                                       Limitation
of Rights.  Nothing in this Award
Agreement or the Plan shall be construed to:


 


(a)                                  give
the Participant any right to be awarded any further restricted stock other than
in the sole discretion of the Committee;


 


(b)                                 give
the Participant or any other person any interest in any fund or in any
specified asset or assets of the Company or any Subsidiary; or


 


(c)                                  confer
upon the Participant the right to continue in the employment or service of the
Company or any Subsidiary, or affect the right of the Company or any Subsidiary
to terminate the employment or service of the Participant at any time or for
any reason.


 


8.                                       Prerequisites
to Benefits.  Neither the
Participant, nor any person claiming through the Participant, shall have any
right or interest in the Restricted Stock awarded hereunder, unless and until
all the terms, conditions and provisions of this Award Agreement and the Plan
which affect the Participant or such other person shall have been complied with
as specified herein.


 





















 


9.                                       Rights
as a Stockholder.  Subject to the
limitations and restrictions contained herein, the Participant (or Beneficiary)
shall have all rights as a stockholder with respect to the shares of Restricted
Stock once such shares have been registered in his name hereunder.


 


10.                                 Successors
and Assigns.  This Award Agreement
shall bind and inure to the benefit of and be enforceable by the Participant,
the Company and their respective permitted successors and assigns (including
personal representatives, heirs and legatees), except that the Participant may
not assign any rights or obligations under this Award Agreement except to the
extent and in the manner expressly permitted herein.


 


11.                                 Securities
Act.  The Company will not be
required to deliver any shares of Common Stock pursuant to this Award Agreement
if, in the opinion of counsel for the Company, such issuance would violate the
Securities Act of 1933 or any other applicable federal or state securities laws
or regulations.  The Company may require
that the Participant, prior to the issuance of any such shares pursuant to this
Award Agreement deliver to the Company a written statement (“Investment Letter”),
in form and content acceptable to the Company, in its sole discretion, stating
that the Participant will not sell any shares of the Company that the
Participant may then own or thereafter acquire except pursuant to a registered
offering or a valid exemption from registration.


 


12.                                 Federal
and State Taxes.


 


(a)                                  Any
amount of Common Stock that is payable or transferable to the Participant
hereunder may be subject to the payment of or reduced by any amount or amounts
which the Company is required to withhold under the then applicable provisions
of the Internal Revenue Code of 1986, as amended (the “Code”), or its
successors, or any other federal, state or local tax withholding
requirement.  When the Company is
required to withhold any amount or amounts under the applicable provisions of
the Code, the Participant must either:


 


(i)                                     authorize
(in writing) the Company to withhold from the Participant’s paycheck, or other
compensation paid by the Company to the Participant for services rendered, an
amount equal to the amount of taxes required to be withheld or


 


(ii)                                  pay
to the Company, in cash or by certified or cashier’s check, an amount equal to
the taxes required to be withheld.


 


(b)                                 Any
withholding or payment in any form other than cash by the Participant pursuant
to 12(a)(i) and 12(a)(ii) above shall be at the Company’s sole
discretion.


 


13.                                 Governing
Law.  This Award Agreement shall be
governed by, construed and enforced in accordance with the laws of the State of
Delaware.


 


14.                                 Definitions.  All capitalized terms in this Award Agreement
shall have the meanings ascribed to them in the Plan unless otherwise defined
in this Award Agreement.


 


This
Award Agreement is executed and delivered, in duplicate, pursuant to the Plan,
the provisions of which are incorporated herein by reference.


 





















 


	
   

  	
  POGO PRODUCING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  Employee Name