exv10w1






Exhibit 10.1




AMENDED AND RESTATED1




RANGE RESOURCES CORPORATION




2005 EQUITY-BASED COMPENSATION PLAN






 




			
	1	 	Amended and Restated to incorporate all amendments to
the 2005 Equity Plan through May 20, 2009.





[Exhibit 10.1 to Form 8-K]




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.	 	Purpose
	 	 	2	 
	2.	 	Definitions
	 	 	2	 
	3.	 	Administration
	 	 	6	 
	 	 	(a) Authority of the Committee
	 	 	6	 
	 	 	(b) Manner of Exercise of Committee Authority
	 	 	7	 
	 	 	(c) Limitation of Liability
	 	 	7	 
	4.	 	Stock Subject to Plan
	 	 	7	 
	 	 	(a) Overall Number of Shares Available for Delivery
	 	 	7	 
	 	 	(b) Application of Limitation to Grants of Awards
	 	 	8	 
	 	 	(c) Availability of Shares Not Delivered under Awards
	 	 	8	 
	 	 	(d) Stock Offered
	 	 	8	 
	5.	 	Eligibility; Per Person Award Limitations
	 	 	8	 
	6.	 	Specific Terms of Awards
	 	 	8	 
	 	 	(a) General
	 	 	8	 
	 	 	(b) Options
	 	 	9	 
	 	 	(c) Stock Appreciation Rights
	 	 	9	 
	 	 	(d) Restricted Stock
	 	 	11	 
	 	 	(e) Phantom Stock
	 	 	11	 
	 	 	(f) Bonus Stock and Awards in Lieu of Obligations
	 	 	12	 
	 	 	(g) Dividend Equivalents
	 	 	12	 
	 	 	(h) Other Awards
	 	 	12	 
	7.	 	Certain Provisions Applicable to Awards
	 	 	13	 
	 	 	(a) Stand-Alone, Additional, Tandem, and Substitute Awards
	 	 	13	 
	 	 	(b) Term of Awards
	 	 	13	 
	 	 	(c) Form and Timing of Payment under Awards; Deferrals
	 	 	13	 
	 	 	(d) Exemptions from Section 16(b) Liability
	 	 	14	 
	 	 	(e) Non-Competition Agreement
	 	 	14	 
	8.	 	Performance and Annual Incentive Awards
	 	 	14	 
	 	 	(a) Performance Conditions
	 	 	14	 
	 	 	(b) Performance Awards Granted to Designated Covered Employees
	 	 	14	 
	 	 	(c) Annual Incentive Awards Granted to Designated Covered Employees
	 	 	15	 
	 	 	(d) Written Determinations
	 	 	16	 
	 	 	(e) Status of Section 8(b) and Section 8(c) Awards under Section 162(m) of the Code
	 	 	16	 
	9.	 	Recapitalization or Reorganization
	 	 	17	 
	 	 	(a) Existence of Plans and Awards
	 	 	17	 
	 	 	(b) Subdivision or Consolidation of Shares
	 	 	17	 
	 	 	(c) Corporate Restructuring
	 	 	17	 
	 	 	(d) Change in Control Price
	 	 	18	 
	 	 	(e) Non-Option Awards
	 	 	18	 
	 	 	(f) Additional Issuances
	 	 	18	 
	 	 	(g) Restricted Stock Awards
	 	 	18	 
	10.	 	General Provisions
	 	 	19	 
	 	 	(a) Transferability
	 	 	19	 
	 	 	(b) Taxes
	 	 	20	 
	 	 	(c) Changes to this Plan and Awards
	 	 	20	 
	 	 	(d) Limitation on Rights Conferred Under Plan
	 	 	20	 
	 	 	(e) Unfunded Status of Awards
	 	 	20	 
	 	 	(f) Nonexclusivity of this Plan
	 	 	20	 
	 	 	(g) Payments in the Event of Forfeitures; Fractional Shares
	 	 	21	 
	 	 	(h) Severability
	 	 	21	 
	 	 	(i) Governing Law
	 	 	21	 
	 	 	(j) Conditions to Delivery of Stock
	 	 	21	 
	 	 	(k) Plan Effective Date and Stockholder Approval
	 	 	21	 






[Exhibit 10.1
- 1 ]




 









 





RANGE RESOURCES CORPORATION




AMENDED and RESTATED 2005 EQUITY-BASED COMPENSATION PLAN2




     1. Purpose. The purpose of the Range Resources Corporation 2005 Equity-Based Compensation
Plan (the “Plan”) is to provide a means through which Range Resources Corporation, a Delaware
corporation (the “Company”), and its subsidiaries may attract and retain able persons as employees,
directors and consultants of the Company and to provide a means whereby those persons 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 are of importance, can acquire
and maintain stock ownership, or awards the value of which is tied to the performance of the
Company’s stock, thereby strengthening their concern for the welfare of the Company and their
desire to remain in its employ. A further purpose of this Plan is to provide such employees and
directors with additional incentive and reward opportunities designed to enhance the profitable
growth of the Company. Accordingly, this Plan primarily provides for granting Incentive Stock
Options, options which do not constitute Incentive Stock Options, Restricted Stock Awards, Stock
Appreciation Rights, Phantom Stock Awards or any combination of the foregoing, as is best suited to
the circumstances of the particular individual as provided herein.



     2. Definitions. For purposes of this Plan, the following terms shall be defined as set forth
below, in addition to such terms defined in Section 1 hereof:



          (a) “Acquiring Person” means (i) 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, and (ii)
all members of a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Securities Exchange Act of 1934) of which any Person described in clause (i) is a member with
respect to the Company’s securities.




          (b) “Annual Incentive Award” means a conditional right granted to a Participant under Section
8(c) hereof to receive a cash payment, Stock or other Award, unless otherwise determined by the
Committee, after the end of a specified fiscal year.




          (c) “Award” means any Option, SAR (including Limited SAR), Restricted Stock Award, Phantom
Stock Award, Stock granted as a bonus or in lieu of another award, Dividend Equivalent, Other
Stock-Based Award, Performance Award or Annual Incentive Award, together with any other right or
interest granted to a Participant under this Plan.




          (d) “Beneficiary” means one or more persons, trusts or other entities which have been
designated by a Participant in his or her most recent written beneficiary designation filed with
the Committee to receive the benefits specified under this Plan upon such Participant’s death or to
which Awards or other rights are transferred if and to the extent permitted under Section 10(a)
hereof. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated
Beneficiary, then the term Beneficiary means the persons, trusts or other entities entitled by will
or the laws of descent and distribution to receive such benefits.




          (e) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the
Exchange Act and any successor to such Rule.




          (f) “Board” means the Company’s Board of Directors.




          (g) “Business Day” means any day other than a Saturday, a Sunday, or a day on which banking
institutions in the state of Texas are authorized or obligated by law or executive order to close.






 




			
	2	 	Amended and Restated to incorporate all amendments to
the 2005 Equity Plan through May 20, 2009.



[Exhibit 10.1 - 2 ]




 









 





          (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


 [Exhibit 10.1 - 3 ]



 









 







board of directors (or of any similar governing body in the
case of an entity other than a corporation) of the Surviving
Corporation;




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).



          (i) “Change in Control Price” means the amount calculated in accordance with Section 9 of this
Plan.




          (j) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and successor provisions and regulations thereto.




          (k) “Committee” means a committee of two or more directors designated by the Board to
administer this Plan; provided, however, that, unless otherwise determined by the Board, the
Committee shall consist solely of two or more directors, each of whom shall be (i) a “nonemployee
director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director”
as defined under section 162(m) of the Code, unless administration of this Plan by “outside
directors” is not then required in order to qualify for tax deductibility under section 162(m) of
the Code.




          (l) “Covered Employee” means an Eligible Person who is a Covered Employee as specified in
Section 8(e) of this Plan.




          (m) “Dividend Equivalent” means a right, granted to a Participant under Section 6(g), to
receive cash, Stock, other Awards or other property equal in value to dividends paid with respect
to a specified number of shares of Stock, or other periodic payments.




          (n) “Effective Date” means May 18, 2005.




          (o) “Eligible Person” means all officers and employees of the Company or of any Subsidiary,
and other persons who provide services to the Company or any of its Subsidiaries, including
directors of the Company. An employee on leave of absence may be considered as still in the employ
of the Company or a Subsidiary for purposes of eligibility for participation in this Plan.




          (p) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
including rules thereunder and successor provisions and rules thereto.


[Exhibit 10.1 - 4 ]




 









 








          (q) “Executive Officer” means an executive officer of the Company as defined under the
Exchange Act.




          (r) “Fair Market Value” means, for a particular day:





          (i) if shares of Stock of the same class are listed or admitted to unlisted trading
privileges on any national or regional securities exchange at the date of determining the
Fair Market Value, then the last reported sale price, regular way, on the composite tape of
that exchange on that business day or, if no such sale takes place on that business day, the
average of the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities listed or
admitted to unlisted trading privileges on that securities exchange or, if no such closing
prices are available for that day, the last reported sale price, regular way, on the
composite tape of that exchange on the last business day before the date in question; or




          (ii) if shares of Stock of the same class are not listed or admitted to unlisted
trading privileges as provided in subparagraph (i) and if sales prices for shares of Stock
of the same class in the over-the-counter market are reported by the National Association of
Securities Dealers, Inc. Automated Quotations, Inc. (“NASDAQ”) National Market System as of
the date of determining the Fair Market Value, then the last reported sales price so
reported on that business day or, if no such sale takes place on that business day, the
average of the high bid and low asked prices so reported or, if no such prices are available
for that day, the last reported sale price so reported on the last business day before the
date in question; or




          (iii) if shares of Stock of the same class are not listed or admitted to unlisted
trading privileges as provided in subparagraph (i) and sales prices for shares of Stock of
the same class are not reported by the NASDAQ National Market System (or a similar system
then in use) as provided in subparagraph (ii), and if bid and asked prices for shares of
Stock of the same class in the over-the-counter market are reported by NASDAQ (or, if not so
reported, by the National Quotation Bureau Incorporated) as of the date of determining the
Fair Market Value, then the average of the high bid and low asked prices on that business
day or, if no such prices are available for that day, the average of the high bid and low
asked prices on the last business day before the date in question; or




          (iv) if shares of Stock of the same class are not listed or admitted to unlisted
trading privileges as provided in subparagraph (i) and sales prices or bid and asked prices
therefor are not reported by NASDAQ (or the National Quotation Bureau Incorporated) as
provided in subparagraph (ii) or subparagraph (iii) as of the date of determining the Fair
Market Value, then the value determined in good faith by the Committee, which determination
shall be conclusive for all purposes; or




          (v) if shares of Stock of the same class are listed or admitted to unlisted trading
privileges as provided in subparagraph (i) or sales prices or bid and asked prices therefor
are reported by NASDAQ (or the National Quotation Bureau Incorporated) as provided in
subparagraph (ii) or subparagraph (iii) as of the date of determining the Fair Market Value,
but the volume of trading is so low that the Board of Directors determines in good faith
that such prices are not indicative of the fair value of the Stock, then the value
determined in good faith by the Committee, which determination shall be conclusive for all
purposes notwithstanding the provisions of subparagraphs (i), (ii) or (iii).


For purposes of valuing Incentive Stock Options, the Fair Market Value of Stock shall be determined
without regard to any restriction other than one that, by its terms, will never lapse.




          (s) “Incentive Stock Option” or “ISO” means any Option intended to be and designated as an
incentive stock option within the meaning of section 422 of the Code or any successor provision
thereto.




          (t) “Limited SAR” means a right granted to a Participant under Section 6(c) hereof.


[Exhibit 10.1 - 5 ]




 









 








          (u) “Option” means a right, granted to a Participant under Section 6(b) hereof, to purchase
Stock or other Awards at a specified price during specified time periods.




          (v) “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(h)
hereof.




          (w) “Participant” means a person who has been granted an Award under this Plan which remains
outstanding, including a person who is no longer an Eligible Person.




          (x) “Performance Award” means a right, granted to a Participant under Section 8 hereof, to
receive Awards based upon performance criteria specified by the Committee.




          (y) “Person” shall mean any individual, group, partnership, limited liability company,
corporation, association, trust, or other entity or organization.




          (z) “Phantom Stock” means a right, granted to a Participant under Section 6(e) hereof, to
receive Stock, cash or a combination thereof at the end of a specified deferral period.




          (aa) “Qualified Member” means a member of the Committee who is a “Non-Employee Director”
within the meaning of Rule 16b-3(b)(3) and an “outside director” within the meaning of regulation
1.162-27 under section 162(m) of the Code.




          (bb) “Restricted Stock” means Stock granted to a Participant under Section 6(d) hereof, that
is subject to certain restrictions and to a risk of forfeiture.




          (cc) “Rule 16b-3” means Rule 16b-3, promulgated by the Securities and Exchange Commission
under section 16 of the Exchange Act, as from time to time in effect and applicable to this Plan
and Participants.




          (dd) “Securities Act” means the Securities Act of 1933 and the rules and regulations
promulgated thereunder, or any successor law, as it may be amended from time to time.




          (ee) “Stock” means the Company’s Common Stock, par value $.01 per share, and such other
securities as may be substituted (or resubstituted) for Stock pursuant to Section 9.




          (ff) “Stock Appreciation Rights” or “SAR” means a right granted to a Participant under Section
6(c) hereof.




          (gg) “Subsidiary” means any corporation or other entity of which a majority of the combined
voting power of the outstanding Voting Securities is owned, directly or indirectly, by the Company.




          (hh) “Voting Securities” means with respect to any Person any securities or interests that
vote generally in the election of directors, in the admission of general partners or members, or in
the selection of any other similar governing body of such Person.




     3. Administration.



          (a) Authority of the Committee. This Plan shall be administered by the Committee
except to the extent the Board elects, in order to comply with Rule 16b-3 or for any other reason,
to administer this Plan, in which case references herein to the “Committee” shall be deemed to
include references to the “Board.” Subject to the express provisions of the Plan and Rule 16b-3,
the Committee shall have the authority, in its sole and absolute discretion, to (i) adopt, amend,
and rescind administrative and interpretive rules and regulations relating to the Plan; (ii)
determine the Eligible Persons to whom, and the time or times at which, Awards shall be granted;
(iii) determine the amount of cash and the number of shares of Stock, Stock
Appreciation Rights, Phantom Stock Rights, or



 [Exhibit 10.1 - 6 ]



 









 




Restricted Stock Awards, or any combination
thereof, that shall be the subject of each Award; (iv) determine the terms and provisions of each
Award agreement (which need not be identical), including provisions defining or otherwise relating
to (A) the term and the period or periods and extent of exercisability of the Options, (B) the
extent to which the transferability of shares of Stock issued or transferred pursuant to any Award
is restricted, (C) the effect of termination of employment of a Participant on the Award, and (D)
the effect of approved leaves of absence (consistent with any applicable regulations of the
Internal Revenue Service); (v) accelerate the time of exercisability of any Option that has been
granted; (vi) construe the respective Award agreements and the Plan; (vii) make determinations of
the Fair Market Value of the Stock pursuant to the Plan; (viii) delegate its duties under the Plan
to such agents as it may appoint from time to time, provided that the Committee may not delegate
its duties with respect to making Awards to, or otherwise with respect to Awards granted to,
Eligible Persons who are subject to section 16(b) of the Exchange Act or section 162(m) of the
Code; (ix) subject to ratification by the Board, terminate, modify, or amend the Plan; and (x) make
all other determinations, perform all other acts, and exercise all other powers and authority
necessary or advisable for administering the Plan, including the delegation of those ministerial
acts and responsibilities as the Committee deems appropriate. Subject to Rule 16b-3 and section
162(m) of the Code, the Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, in any Award, or in any Award agreement in the manner and to the extent
it deems necessary or desirable to carry the Plan into effect, and the Committee shall be the sole
and final judge of that necessity or desirability. The determinations of the Committee on the
matters referred to in this Section 3(a) shall be final and conclusive.




          (b) Manner of Exercise of Committee Authority. At any time that a member of the
Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to
be granted to a Participant who is then subject to section 16 of the Exchange Act in respect of the
Company, or relating to an Award intended by the Committee to qualify as “performance-based
compensation” within the meaning of section 162(m) of the Code and regulations thereunder, may be
taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more
Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member
abstaining or recusing himself or herself from such action; provided, however, that, upon such
abstention or recusal, the Committee remains composed solely of two or more Qualified Members.
Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal
of such non-Qualified Member(s), shall be the action of the Committee for purposes of this Plan.
Any action of the Committee shall be final, conclusive and binding on all persons, including the
Company, its subsidiaries, stockholders, Participants, Beneficiaries, and transferees under Section
10(a) hereof or other persons claiming rights from or through a Participant. The express grant of
any specific power to the Committee, and the taking of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee. The Committee may delegate to
officers or managers of the Company or any Subsidiary, or committees thereof, the authority,
subject to such terms as the Committee shall determine, to perform such functions, including
administrative functions, as the Committee may determine, to the extent that such delegation will
not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants
subject to section 16 of the Exchange Act in respect of the Company and will not cause Awards
intended to qualify as “performance-based compensation” under section 162(m) of the Code to fail to
so qualify. The Committee may appoint agents to assist it in administering this Plan.




          (c) Limitation of Liability. The Committee and each member thereof shall be entitled
to, in good faith, rely or act upon any report or other information furnished to him or her by any
officer or employee of the Company or a Subsidiary, the Company’s legal counsel, independent
auditors, consultants or any other agents assisting in the administration of this Plan. Members of
the Committee and any officer or employee of the Company or a Subsidiary acting at the direction or
on behalf of the Committee shall not be personally liable for any action or determination taken or
made in good faith with respect to this Plan, and shall, to the fullest extent permitted by law, be
indemnified and held harmless by the Company with respect to any such action or determination.




     4. Stock Subject to Plan.



          (a) Overall Number of Shares Available for Delivery. Subject to adjustment in a
manner consistent with any adjustment made pursuant to Section 9, the total number of shares of
Stock reserved and available for delivery in connection with Awards under this Plan shall not
exceed the sum of (i) 3,925,000 shares



 [Exhibit 10.1 - 7 ]



 









 




(the “162(m) Covered Shares”), plus (ii) 14,775,000 shares
of Stock, less (iii) the number of shares of Stock issued under the Range Resources Corporation
1999 Stock Option Plan (the “1999 Plan”) prior to the Effective Date and less the number of shares
of Stock issuable pursuant to awards outstanding under the 1999 Plan as of the Effective Date, plus
(iv) the number of shares that become available for delivery under the 1999 Plan after the
Effective Date with respect to awards that lapse or are terminated and with respect to which shares
are not issued, plus (v) the 569,303 shares of Stock available for delivery under the Stroud
Energy, Inc. 2005 Stock Incentive Plan (the “Stroud Shares”); provided, however, that Stroud Shares
shall only be utilized with respect to Awards granted to an Eligible Person who either (A) is a
former employee of Stroud Energy, Inc. or one of its affiliates, or (B) first became an officer or
employee of (or otherwise began providing services to) the Company or any Subsidiary or first
became a director of the Company after June 19, 2006.




          (b) Application of Limitation to Grants of Awards. No Award may be granted if (i)(A)
the number of shares of Stock to be delivered in connection with such Award or, (B) in the case of
an Award relating to shares of Stock but settleable only in cash (such as cash-only SARs), the
number of shares to which such Award relates exceeds (ii) the number of shares of Stock remaining
available under this Plan minus the number of shares of Stock issuable in settlement of or relating
to then-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure
appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute
awards) and make adjustments if the number of shares of Stock actually delivered differs from the
number of shares previously counted in connection with an Award.




          (c) Availability of Shares Not Delivered under Awards. Shares of Stock subject to an
Award under this Plan that expire or are canceled, forfeited, settled in cash or otherwise
terminated without a delivery of shares to the Participant, including (i) the number of shares
withheld in payment of any exercise or purchase price of an Award or taxes relating to Awards, and
(ii) the number of shares surrendered in payment of any exercise or purchase price of an Award or
taxes relating to any Award, will again be available for Awards under this Plan, except that if any
such shares could not again be available for Awards to a particular Participant under any
applicable law or regulation, such shares shall be available exclusively for Awards to Participants
who are not subject to such limitation.




          (d) Stock Offered. The shares to be delivered under the Plan shall be made available
from (i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company,
or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on
the open market, in each situation as the Board or the Committee may determine from time to time at
its sole option.




     5. Eligibility; Per Person Award Limitations. Awards may be granted under this Plan only to
Eligible Persons. In any 12-month period established by the Committee, during any part of which
this Plan is in effect, a Covered Employee may not be granted Awards, with respect to the 162(m)
Covered Shares, relating to more than 450,000 shares of Stock with respect to Stock-based Awards,
subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, or
$2,500,000 with respect to Awards the value of which is not based on Stock.



     6. Specific Terms of Awards.



          (a) General. Awards may be granted on the terms and conditions set forth in this
Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date
of grant or thereafter (subject to Section 10(c)), such additional terms and conditions, not
inconsistent with the provisions of this Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment by the Participant and
terms permitting a Participant to make elections relating to his or her Award. The Committee shall
retain full power and discretion to accelerate, waive or modify, at any time, any term or condition
of an Award that is not mandatory under this Plan; provided, however, that the
Committee shall not have any discretion to accelerate, waive or modify any term or condition
of an Award that is intended to qualify as “performance-based compensation” for purposes of section
162(m) of the Code if such discretion would cause the Award to not so qualify. Except in cases in
which the Committee is authorized to require other forms of consideration under this Plan, or to
the extent other forms of consideration must be paid to satisfy the requirements



 [Exhibit 10.1 - 8 ]



 









 




of the Delaware
General Corporation Law, no consideration other than services may be required for the grant (but
not the exercise) of any Award.




          (b) Options. The Committee is authorized to grant Options to Participants on the
following terms and conditions:





          (i) Exercise Price. Each Option agreement shall state the exercise price per
share of Stock (the “Exercise Price”); provided, however, that the Exercise Price per share
of Stock subject to an Option shall not be less than 100% of the Fair Market Value per share
of the Stock on the date of grant of the Option; provided, however, with respect to an
Incentive Stock Option, in the case of an individual who owns stock possessing more than 10%
of the total combined voting power of all classes of stock of the Corporation or its parent
or any Subsidiary, the Exercise Price shall not be less than 110% of the Fair Market Value
per share of the Stock on the date of grant.




          (ii) Time and Method of Exercise. The Committee shall determine the time or
times at which or the circumstances under which an Option may be exercised in whole or in
part (including based on achievement of performance goals and/or future service
requirements), the methods by which such exercise price may be paid or deemed to be paid,
the form of such payment, including without limitation cash, Stock, other Awards or awards
granted under other plans of the Company or any Subsidiary, or other property (including
notes or other contractual obligations of Participants to make payment on a deferred basis),
and the methods by or forms in which Stock will be delivered or deemed to be delivered to
Participants, including, but not limited to, the delivery of Restricted Stock subject to
Section 6(d). In the case of an exercise whereby the Exercise Price is paid with Stock,
such Stock shall be valued as of the date of exercise.




          (iii) ISOs. The terms of any ISO granted under this Plan shall comply in all
respects with the provisions of section 422 of the Code. Anything in this Plan to the
contrary notwithstanding, no term of this Plan relating to ISOs (including any SAR in tandem
therewith) shall be interpreted, amended or altered, nor shall any discretion or authority
granted under this Plan be exercised, so as to disqualify either this Plan or any ISO under
section 422 of the Code, unless the Participant has first requested the change that will
result in such disqualification. ISOs shall not be granted more than ten years after the
earlier of the adoption of this Plan or the approval of this Plan by the Company’s
stockholders. Notwithstanding the foregoing, the Fair Market Value of shares of Stock
subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or
Subsidiary corporation (within the meaning of sections 424(e) and (f) of the Code) subject
to any other incentive stock option (within the meaning of section 422 of the Code)) of the
Company or a parent or Subsidiary corporation (within the meaning of sections 424(e) and (f)
of the Code) that first becomes purchasable by a Participant in any calendar year may not
(with respect to that Participant) exceed $100,000, or such other amount as may be
prescribed under section 422 of the Code or applicable regulations or rulings from time to
time. As used in the previous sentence, Fair Market Value shall be determined as of the
date the incentive stock options is granted. Failure to comply with this provision shall
not impair the enforceability or exercisability of any Option, but shall cause the excess
amount of shares to be reclassified in accordance with the Code.



          (c) Stock Appreciation Rights. The Committee is authorized to grant SARs to
Participants on the following terms and conditions:





          (i) Right to Payment. An SAR shall confer on the Participant to whom it is
granted a right to receive, upon exercise or settlement thereof, the excess of (A) the Fair
Market Value of one share of Stock on the date of exercise or settlement (or, in the case of
a “Limited SAR,” the Fair Market Value
determined by reference to the Change in Control Price, as defined under Section 2(h)
hereof) over (B) the grant price of the SAR as determined by the Committee.




          (ii) Rights Related to Options. A Stock Appreciation Right granted pursuant to
an Option shall entitle a Participant, upon exercise or settlement, to surrender that Option
or any portion


 [Exhibit 10.1 - 9 ]



 









 







thereof, to the extent unexercised, and to receive payment of an amount
computed pursuant to Subsection 6(c)(ii)(B). That Option shall then cease to be exercisable
or settleable to the extent surrendered. Stock Appreciation Rights granted in connection
with an Option shall be subject to the terms of the Award agreement governing the Option,
which shall comply with the following provisions in addition to those applicable to Options:




               (A) A Stock Appreciation Right granted in connection with an Option shall be
exercisable or settleable only at such time or times and only to the extent that the related
Option is exercisable and shall not be transferable except to the extent that the related
Option is transferable.




               (B) Upon the exercise or settlement of a Stock Appreciation Right related to an
Option,
a Participant shall be entitled to receive payment from the Company of an amount determined
by multiplying:




               (1) the difference obtained by subtracting the exercise price of a share of
Stock specified in the related Option from the Fair Market Value of a share of Stock
on the date of exercise or settlement of the Stock Appreciation Right, by




               (2) the number of shares as to which that Stock Appreciation Right has been
exercised or settled.




          (iii) Right Without Option. A Stock Appreciation Right granted independent of
an Option shall be exercisable or settleable as determined by the Committee and set forth in
the Award agreement governing the Stock Appreciation Right, which Award agreement shall
comply with the following provisions:




               (A) Each Award agreement shall state the total number of shares of Stock to which
the
Stock Appreciation Right relates.




               (B) Each Award agreement shall state the time the Stock Appreciation Right will be
settled or the time or periods in which the right to exercise the Stock Appreciation Right
or a portion thereof shall vest and the number of shares of Stock for which the right to
exercise the Stock Appreciation Right shall vest at each such time or period.




               (C) Each Award agreement shall state the date at which the Stock Appreciation
Rights
shall expire if not previously exercised or settled.




               (D) Each Stock Appreciation Right shall entitle a participant, upon exercise or
settlement thereof, to receive payment of an amount determined by multiplying:




               (1) the difference obtained by subtracting the Fair Market Value of a share of
Stock on the date of grant of the Stock Appreciation Right from the Fair Market
Value of a share of Stock on the date of exercise or settlement of that Stock
Appreciation Right, by




               (2) the number of shares as to which the Stock Appreciation Right has been
exercised or settled.




          (iv) Terms. The Committee shall determine at the date of grant or thereafter,
the time or times at which and the circumstances under which an SAR may be exercised or
settled in whole or in part (including based on achievement of performance goals and/or
future service requirements), the method of exercise, method of settlement, form of
consideration payable in settlement, method by or forms in which Stock will be delivered or
deemed to be delivered to Participants, whether or not an SAR shall be in tandem or in
combination with any other Award, and any other terms and conditions of any SAR.


 [Exhibit 10.1 - 10 ]



 









 







Limited
SARs that may only be exercised or settled in connection with a Change in Control or other
event as specified by the Committee may be granted on such terms, not inconsistent with this
Section 6(c), as the Committee may determine. SARs and Limited SARs may be either
freestanding or in tandem with other Awards.



          (d) Restricted Stock. The Committee is authorized to grant Restricted Stock to
Participants on the following terms and conditions:





          (i) Grant and Restrictions. Restricted Stock shall be subject to such
restrictions on transferability, risk of forfeiture and other restrictions, if any, as the
Committee may impose, which restrictions may lapse separately or in combination at such
times, under such circumstances (including based on achievement of performance goals and/or
future service requirements), in such installments or otherwise, as the Committee may
determine at the date of grant or thereafter. Except to the extent restricted under the
terms of this Plan and any Award agreement relating to the Restricted Stock, a Participant
granted Restricted Stock shall have all of the rights of a stockholder, including the right
to vote the Restricted Stock and the right to receive dividends thereon (subject to any
mandatory reinvestment or other requirement imposed by the Committee). During the
restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold,
transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.
Notwithstanding the foregoing, except as provided below the vesting period with respect to
Restricted Stock granted after the effective date of the Sixth Amendment to the Plan may not
be less than three years unless such vesting is based on the achievement of performance
criteria established by the Committee in the award agreement, in which event the vesting
period may not be less than one year; provided, however, the above vesting or performance
period restriction, as applicable, with respect to a Restricted Stock Award, may be waived
or accelerated, in whole or in part, upon a Participant’s death, disability, retirement or a
Change in Control. Such acceleration or waiver may be provided in the Participant’s award
agreement at the time of grant or by subsequent action of the Committee.




          (ii) Forfeiture. Except as otherwise determined by the Committee, upon
termination of employment during the applicable restriction period, Restricted Stock that is
at that time subject to restrictions shall be forfeited and reacquired by the Company;
provided that the Committee may provide, by rule or regulation or in any Award agreement, or
may determine in any individual case, that restrictions or forfeiture conditions relating to
Restricted Stock shall be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in part the
forfeiture of Restricted Stock.




          (iii) Certificates for Stock. Restricted Stock granted under this Plan may be
evidenced in such manner as the Committee shall determine. If certificates representing
Restricted Stock are registered in the name of the Participant, the Committee may require
that such certificates bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such Restricted Stock, that the Company retain physical
possession of the certificates, and that the Participant deliver a stock power to the
Company, endorsed in blank, relating to the Restricted Stock.




          (iv) Dividends and Splits. As a condition to the grant of an Award of
Restricted Stock, the Committee may require or permit a Participant to elect that any cash
dividends paid on a share of Restricted Stock be automatically reinvested in additional
shares of Restricted Stock or applied to the purchase of additional Awards under this Plan.
Unless otherwise determined by the Committee, Stock distributed in connection with a Stock
split or Stock dividend, and other property distributed as a dividend,
shall be subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which such Stock or other property has been distributed.



          (e) Phantom Stock. The Committee is authorized to grant Phantom Stock to
Participants, which are rights to receive Stock, cash, or a combination thereof at the end of a
specified deferral period, subject to the following terms and conditions:



  [Exhibit 10.1 - 11 ]



 









 









          (i) Award and Restrictions. Satisfaction of an Award of Phantom Stock shall
occur upon expiration of the deferral period specified for such Phantom Stock by the
Committee (or, if permitted by the Committee, as elected by the Participant). In addition,
Phantom Stock shall be subject to such restrictions (which may include a risk of forfeiture)
as the Committee may impose, if any, which restrictions may lapse at the expiration of the
deferral period or at earlier specified times (including based on achievement of performance
goals and/or future service requirements), separately or in combination, in installments or
otherwise, as the Committee may determine. Phantom Stock may be satisfied by delivery of
Stock, cash equal to the Fair Market Value of the specified number of shares of Stock
covered by the Phantom Stock, or a combination thereof, as determined by the Committee at
the date of grant or thereafter.




          (ii) Forfeiture. Except as otherwise determined by the Committee, upon
termination of employment during the applicable deferral period or portion thereof to which
forfeiture conditions apply (as provided in the Award agreement evidencing the Phantom
Stock), all Phantom Stock that is at that time subject to deferral (other than a deferral at
the election of the Participant) shall be forfeited; provided that the Committee may
provide, by rule or regulation or in any Award agreement, or may determine in any individual
case, that restrictions or forfeiture conditions relating to Phantom Stock shall be waived
in whole or in part in the event of terminations resulting from specified causes, and the
Committee may in other cases waive in whole or in part the forfeiture of Phantom Stock.




          (iii) Dividend Equivalents. Unless otherwise determined by the Committee at
date of grant, Dividend Equivalents on the specified number of shares of Stock covered by an
Award of Phantom Stock shall be either (A) paid with respect to such Phantom Stock on the
dividend payment date in cash or in shares of unrestricted Stock having a Fair Market Value
equal to the amount of such dividends, or (B) deferred with respect to such Phantom Stock
and the amount or value thereof automatically deemed reinvested in additional Phantom Stock,
other Awards or other investment vehicles, as the Committee shall determine or permit the
Participant to elect.



          (f) Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to
grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations to pay cash or
deliver other property under this Plan or under other plans or compensatory arrangements, provided
that, in the case of Participants subject to section 16 of the Exchange Act, the amount of such
grants remains within the discretion of the Committee to the extent necessary to ensure that
acquisitions of Stock or other Awards are exempt from liability under section 16(b) of the Exchange
Act. Stock or Awards granted hereunder shall be subject to such other terms as shall be determined
by the Committee. In the case of any grant of Stock to an officer of the Company or a Subsidiary
in lieu of salary or other cash compensation, the number of shares granted in place of such
compensation shall be reasonable, as determined by the Committee. Notwithstanding anything in this
Section 6(f) to the contrary, the number of shares of Stock granted as a bonus after the effective
date of the Sixth Amendment to the Plan, when aggregated with the number of shares of Stock
delivered pursuant to other Awards granted pursuant to Section 6(h) after the effective date of the
Sixth Amendment to the Plan, may not exceed 10% of the aggregate number of shares of Stock
authorized under Section 4(a) for Awards under the Plan.




          (g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents
to a Participant, entitling the Participant to receive cash, Stock, other Awards, or other property
equal in value to dividends paid with respect to a specified number of shares of Stock, or other
periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection
with another Award. The Committee may provide that Dividend Equivalents shall be paid or
distributed when accrued or
shall be deemed to have been reinvested in additional Stock, Awards, or other investment
vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the
Committee may specify.




          (h) Other Awards. The Committee is authorized, subject to limitations under
applicable law, to grant to Participants such other Awards that may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed
by the Committee to be consistent with the purposes of this Plan, including without limitation
convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock,
purchase rights for Stock, Awards with value and payment contingent upon



  [Exhibit 10.1 - 12 ]



 









 




performance of the Company
or any other factors designated by the Committee, and Awards valued by reference to the book value
of Stock or the value of securities of or the performance of specified subsidiaries. The Committee
shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in
the nature of a purchase right granted under this Section 6(h) shall be purchased for such
consideration, paid for at such times, by such methods, and in such forms, including, without
limitation, cash, Stock, other Awards, or other property, as the Committee shall determine. Cash
awards, as an element of or supplement to any other Award under this Plan, may also be granted
pursuant to this Section 6(h). In addition, the Committee may grant Performance Awards and Annual
Incentive Awards pursuant to Section 8 hereof that are not necessarily denominated, payable, or
valued in or otherwise related to Stock. Notwithstanding anything in this Section 6(h) to the
contrary, the number of shares of Stock that may be delivered pursuant to Awards granted pursuant
to this Section 6(h) after the effective date of the Sixth Amendment to the Plan, when aggregated
with the number of shares of Stock granted as a bonus pursuant to Section 6(f) after the effective
date of the Sixth Amendment to the Plan, may not exceed 10% of the aggregate number of shares of
Stock authorized under Section 4(a) for Awards under the Plan.




     7. Certain Provisions Applicable to Awards.



          (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under this
Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem
with, or in substitution or exchange for, any other Award or any award granted under another plan
of the Company, any Subsidiary, or any business entity to be acquired by the Company or a
Subsidiary, or any other right of a Participant to receive payment from the Company or any
Subsidiary; provided, however, the Committee shall not grant Options with reload features. Such
additional, tandem and substitute or exchange Awards may be granted at any time. If an Award is
granted in substitution or exchange for another Award, the Committee shall require the surrender of
such other Award in consideration for the grant of the new Award. In addition, Awards may be
granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans
of the Company or any Subsidiary, in which the value of Stock subject to the Award is equivalent in
value to the cash compensation (for example, Phantom Stock or Restricted Stock), or in which the
exercise price, grant price or purchase price of the Award in the nature of a right that may be
exercised is equal to the Fair Market Value of the underlying Stock minus the value of the cash
compensation surrendered (for example, Options granted with an exercise price “discounted” by the
amount of the cash compensation surrendered).




          (b) Term of Awards. The term of each Award shall be for such period as may be
determined by the Committee; provided that in no event shall the term of any Option or SAR exceed a
period of ten years (or such shorter term as may be required in respect of an ISO under section 422
of the Code).




          (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.



  [Exhibit 10.1 - 13 ]



 









 








          (d) Exemptions from Section 16(b) Liability. It is the intent of the Company that the
grant of any Awards to or other transaction by a Participant who is subject to section 16 of the
Exchange Act shall be exempt from section 16 pursuant to an applicable exemption (except for
transactions acknowledged in writing to be non-exempt by such Participant). Accordingly, if any
provision of this Plan or any Award agreement does not comply with the requirements of Rule 16b-3
as then applicable to any such transaction, such provision shall be construed or deemed amended to
the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such
Participant shall avoid liability under section 16(b).




          (e) Non-Competition Agreement. Each Participant to whom an Award is granted under
this Plan may be required to agree in writing as a condition to the granting of such Award not to
engage in conduct in competition with the Company or any of its subsidiaries for a period after the
termination of such Participant’s employment with the Company and its subsidiaries as determined by
the Committee.




     8. Performance and Annual Incentive Awards.



          (a) Performance Conditions. The right of a Participant to exercise or receive a grant
or settlement of any Award, and the timing thereof, may be subject to such performance conditions
as may be specified by the Committee. The Committee may use such business criteria and other
measures of performance as it may deem appropriate in establishing any performance conditions, and
may exercise its discretion to reduce or increase the amounts payable under any Award subject to
performance conditions, except as limited under Sections 8(b) and 8(c) hereof in the case of a
Performance Award or Annual Incentive Award intended to qualify under section 162(m) of the Code.




          (b) Performance Awards Granted to Designated Covered Employees. If the Committee
determines that a Performance Award to be granted to an Eligible Person who is designated by the
Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for
purposes of section 162(m) of the Code, the grant, exercise and/or settlement of such Performance
Award may be contingent upon achievement of preestablished performance goals and other terms set
forth in this Section 8(b).





          (i) Performance Goals Generally. The performance goals for such Performance
Awards shall consist of one or more business criteria or individual performance criteria and
a targeted level or levels of performance with respect to each of such criteria, as
specified by the Committee consistent with this Section 8(b). Performance goals shall be
objective and shall otherwise meet the requirements of section 162(m) of the Code and
regulations thereunder (including Treasury Regulation §1.162-27 and successor regulations
thereto), including the requirement that the level or levels of performance targeted by the
Committee result in the achievement of performance goals being “substantially uncertain.”
The Committee may determine that such Performance Awards shall be granted, exercised, and/or
settled upon achievement of any one performance goal or that two or more of the performance
goals must be achieved
as a condition to grant, exercise and/or settlement of such Performance Awards.
Performance goals may differ for Performance Awards granted to any one Participant or to
different Participants.




          (ii) Business and Individual Performance Criteria.




               (A) Business Criteria. One or more of the following business criteria for
the
Company, on a consolidated basis, and/or for specified subsidiaries or business or
geographical units of the Company (except with respect to the total stockholder return and
earnings per share criteria), shall be used by the Committee in establishing performance
goals for such Performance Awards: (1) earnings per share; (2) increase in revenues; (3)
increase in cash flow; (4) increase in cash flow return; (5) return on net assets, return on
assets, return on investment, return on capital, or return on equity; (6) economic value
added; (7) operating margin or contribution margin; (8) net income; net income per share;
pretax earnings; pretax earnings before interest, depreciation and amortization and
exploration expense; pretax operating earnings after interest expense and before incentives,
service fees, and extraordinary or special items; or operating income; (9) total stockholder
return; (10) debt reduction; (11) finding and development costs; (12) production growth; or
production growth per share; (13) cash flow; or cash flow per share; (14)


  [Exhibit 10.1 - 14 ]



 









 







reserve
replacement; or reserves per share growth and (15) any of the above goals determined on an
absolute or relative basis or as compared to the performance of a published or special index
deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500
Stock Index or a group of comparable companies. One or more of the foregoing business
criteria shall also be exclusively used in establishing performance goals for Annual
Incentive Awards granted to a Covered Employee under Section 8(c) hereof.




               (B) Individual Performance Criteria. The grant, exercise and/or settlement
of
Performance Awards may also be contingent upon individual performance goals established by
the Committee. If required for compliance with section 162(m) of the Code, such criteria
shall be approved by the stockholders of the Company.




          (iii) Performance Period; Timing for Establishing Performance Goals.
Achievement of performance goals in respect of such Performance Awards shall be measured
over a performance period of up to ten years, as specified by the Committee. Performance
goals shall be established not later than 90 days after the beginning of any performance
period applicable to such Performance Awards, or at such other date as may be required or
permitted for “performance-based compensation” under section 162(m) of the Code.




          (iv) Performance Award Pool. The Committee may establish a Performance Award
pool, which shall be an unfunded pool, for purposes of measuring performance of the Company
in connection with Performance Awards. The amount of such Performance Award pool shall be
based upon the achievement of a performance goal or goals based on one or more of the
criteria set forth in Section 8(b)(ii) hereof during the given performance period, as
specified by the Committee in accordance with Section 8(b)(iii) hereof. The Committee may
specify the amount of the Performance Award pool as a percentage of any of such criteria, a
percentage thereof in excess of a threshold amount, or as another amount which need not bear
a strictly mathematical relationship to such criteria.




          (v) Settlement of Performance Awards; Other Terms. After the end of each
performance period, the Committee shall determine the amount, if any, of (A) the Performance
Award pool, and the maximum amount of potential Performance Award payable to each
Participant in the Performance Award pool, or (B) the amount of potential Performance Award
otherwise payable to each Participant. Settlement of such Performance Awards shall be in
cash, Stock, other Awards or other property, in the discretion of the Committee. The
Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in
connection with such Performance Awards, but may not exercise discretion to increase any
such amount payable to a Covered Employee in respect of a Performance Award subject to this
Section 8(b). The Committee shall specify the circumstances in which such Performance
Awards shall be paid or forfeited in the event of termination of employment by the
Participant prior to the end of a performance period or settlement of Performance Awards.



          (c) Annual Incentive Awards Granted to Designated Covered Employees. If the Committee
determines that an Annual Incentive Award to be granted to an Eligible Person who is designated by
the Committee as likely to be a Covered Employee should qualify as “performance-based compensation”
for purposes of section 162(m) of the Code, the grant, exercise and/or settlement of such Annual
Incentive Award shall be contingent upon achievement of preestablished performance goals and other
terms set forth in this Section 8(c).





          (i) Annual Incentive Award Pool. The Committee may establish an Annual
Incentive Award pool, which shall be an unfunded pool, for purposes of measuring performance
of the Company in connection with Annual Incentive Awards. The amount of such Annual
Incentive Award pool shall be based upon the achievement of a performance goal or goals
based on one or more of the business criteria set forth in Section 8(b)(ii) hereof during
the given performance period, as specified by the Committee in accordance with Section
8(b)(iii) hereof. The Committee may specify the amount of the Annual Incentive Award pool
as a percentage of any of such business criteria, a percentage thereof in



 [Exhibit 10.1 - 15 ]



 









 







excess of a
threshold amount, or as another amount which need not bear a strictly mathematical
relationship to such business criteria.




          (ii) Potential Annual Incentive Awards. Not later than the end of the 90th day
of each fiscal year, or at such other date as may be required or permitted in the case of
Awards intended to be “performance-based compensation” under section 162(m) of the Code, the
Committee shall determine the Eligible Persons who will potentially receive Annual Incentive
Awards, and the amounts potentially payable thereunder, for that fiscal year, either out of
an Annual Incentive Award pool established by such date under Section 8(c)(i) hereof or as
individual Annual Incentive Awards. In the case of individual Annual Incentive Awards
intended to qualify under section 162(m) of the Code, the amount potentially payable shall
be based upon the achievement of a performance goal or goals based on one or more of the
business criteria set forth in Section 8(b)(ii) hereof in the given performance year, as
specified by the Committee; in other cases, such amount shall be based on such criteria as
shall be established by the Committee. In all cases, the maximum Annual Incentive Award of
any Participant shall be subject to the limitation set forth in Section 5 hereof.




          (iii) Payout of Annual Incentive Awards. After the end of each fiscal year,
the Committee shall determine the amount, if any, of (A) the Annual Incentive Award pool,
and the maximum amount of potential Annual Incentive Award payable to each Participant in
the Annual Incentive Award pool, or (B) the amount of potential Annual Incentive Award
otherwise payable to each Participant. The Committee may, in its discretion, determine that
the amount payable to any Participant as a final Annual Incentive Award shall be increased
or reduced from the amount of his or her potential Annual Incentive Award, including a
determination to make no final Award whatsoever, but may not exercise discretion to increase
any such amount in the case of an Annual Incentive Award intended to qualify under section
162(m) of the Code. The Committee shall specify the circumstances in which an Annual
Incentive Award shall be paid or forfeited in the event of termination of employment by the
Participant prior to the end of a fiscal year or settlement of such Annual Incentive Award.



          (d) Written Determinations. All determinations by the Committee as to the
establishment of performance goals, the amount of any Performance Award pool or potential
individual Performance Awards and as to the achievement of performance goals relating to
Performance Awards under Section 8(b), and the amount of any Annual Incentive Award pool or
potential individual Annual Incentive Awards and the amount of final Annual Incentive Awards under
Section 8(c), shall be made in writing in the case of any Award intended to qualify under section
162(m) of the Code. The Committee may not delegate any responsibility relating to such Performance
Awards or Annual Incentive Awards.




          (e) Status of Section 8(b) and Section 8(c) Awards under Section 162(m) of the Code.
It is the intent of the Company that Performance Awards and Annual Incentive Awards under Sections
8(b) and 8(c) hereof granted to persons who are designated by the Committee as likely to be Covered
Employees within the meaning of section 162(m) of the Code and regulations thereunder (including
Treasury Regulation §1.162-27 and successor regulations thereto) shall, if so designated by the
Committee, constitute “performance-based compensation” within the meaning of section 162(m) of the
Code and regulations thereunder. Accordingly, the terms of Sections 8(b), (c), (d) and (e),
including the definitions of Covered Employee and other terms used therein, shall be interpreted in
a manner consistent with section 162(m) of the Code and regulations thereunder. The foregoing
notwithstanding, because the Committee cannot determine with certainty whether a given Participant
will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term
Covered Employee as used herein shall mean only a person designated by the Committee, at the time
of grant of Performance Awards or an Annual Incentive Award, who is likely to be a Covered Employee
with respect to that fiscal year. If any provision of this Plan as in effect on the date of
adoption or any agreements relating to Performance Awards or Annual Incentive Awards that are
designated as intended to comply with section 162(m) of the Code does not comply or is inconsistent
with the requirements of section 162(m) of the Code or regulations thereunder, such provision shall
be construed or deemed amended to the extent necessary to conform to such requirements.



  [Exhibit 10.1 - 16 ]



 









 








     9. Recapitalization or Reorganization.



          (a) Existence of Plans and Awards. The existence of this Plan and the Awards granted
hereunder shall not affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or other change in
the Company’s capital structure or its business, any merger or consolidation of the Company, any
issue of debt or equity securities ahead of or affecting Stock or the rights thereof, the
dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all
or any part of its assets or business or any other corporate act or proceeding.




          (b) Subdivision or Consolidation of Shares. The terms of an Award and the number of
shares of Stock authorized pursuant to Section 4 for issuance under the Plan shall be subject to
adjustment from time to time, in accordance with the following provisions:





          (i) If at any time, or from time to time, the Company shall subdivide as a whole (by
reclassification, by a Stock split, by the issuance of a distribution on Stock payable in
Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of
shares of Stock, then (A) the maximum number of shares of Stock available for the Plan as
provided in Section 4 shall be increased proportionately, and the kind of shares or other
securities available for the Plan shall be appropriately adjusted, (B) the number of shares
of Stock (or other kind of shares or securities) that may be acquired under any Award shall
be increased proportionately, and (C) the price (including the exercise price) for each
share of Stock (or other kind of shares or securities) subject to then outstanding Awards
shall be reduced proportionately, without changing the aggregate purchase price or value as
to which outstanding Awards remain exercisable or subject to restrictions.




          (ii) If at any time, or from time to time, the Company shall consolidate as a whole (by
reclassification, reverse Stock split, or otherwise) the number of shares of Stock then
outstanding into a lesser number of shares of Stock, (A) the maximum number of shares of
Stock available for the Plan as provided in Section 4 shall be decreased proportionately,
and the kind of shares or other securities available for the Plan shall be appropriately
adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may
be acquired under any Award shall be decreased proportionately, and (C) the price (including
the exercise price) for each share of Stock (or other kind of shares or securities) subject
to then outstanding Awards shall be increased proportionately, without changing the
aggregate purchase price or value as to which outstanding Awards remain exercisable or
subject to restrictions.




          (iii) Whenever the number of shares of Stock subject to outstanding Awards and the
price for each share of Stock subject to outstanding Awards are required to be adjusted as
provided in this Section 9(b), the Committee shall promptly prepare a notice setting forth,
in reasonable detail, the event requiring adjustment, the amount of the adjustment, the
method by which such adjustment was calculated, and the change in price and the number of
shares of Stock, other securities, cash, or property purchasable subject to each Award after
giving effect to the adjustments. The Committee shall promptly give each Participant such a
notice.




          (iv) Adjustments under Subsections 9(b)(i) and (ii) shall be made by the Committee, and
its determination as to what adjustments shall be made and the extent thereof shall be
final, binding, and conclusive. No fractional interest shall be issued under the Plan on
account of any such adjustments.



          (c) Corporate Restructuring. If the Company recapitalizes, reclassifies its capital
stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of
shares of Stock covered by an Option theretofore granted shall be adjusted so that such Option
shall thereafter cover the number and class of shares of stock and securities to which the holder
would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the
recapitalization, the holder had been the holder of record of the number of shares of Stock then
covered by such Option and the share limitations provided in Sections 4 and 5 shall be adjusted in
a manner consistent with the recapitalization. Upon a Change in Control the Committee, acting in
its sole discretion without the consent or approval of any holder, shall effect one or more of the
following alternatives, which may vary among



  [Exhibit 10.1 - 17 ]



 









 




individual holders and which may vary among Options
held by any individual holder: (1) accelerate the time at which Options then outstanding may be
exercised so that such Options may be exercised in full for a limited period of time on or before a
specified date (before or after such Change in Control) fixed by the Committee, after which
specified date all unexercised Options and all rights of holders thereunder shall terminate, (2)
require the mandatory surrender to the Company by selected holders of some or all of the
outstanding Options held by such holders (irrespective of whether such Options are then exercisable
under the provisions of this Plan) as of a date, before or after such Change in Control, specified
by the Committee, in which event the Committee shall thereupon cancel such Options and pay to each
holder an amount of cash per share equal to the excess, if any, of the amount calculated in Section
9(d) (the “Change in Control Price”) of the shares subject to such Option over the exercise
price(s) under such Options for such shares, (3) provide that the number and class of shares of
Stock covered by an Award theretofore granted shall be adjusted so that such Award shall thereafter
cover the number and class of shares of Stock or other securities or property (including, without
limitation, cash) to which the holder would have been entitled pursuant to the terms of the
agreement of merger, consolidation, sale of assets, or dissolution, if the holder had been the
holder of record of the number of shares of Stock covered by the Award, or (4) make such
adjustments to Options then outstanding as the Committee deems appropriate to reflect such Change
in Control (provided, however, that the Committee may determine in its sole discretion that no
adjustment is necessary to Options then outstanding).




          (d) Change in Control Price. The “Change in Control Price” shall equal the amount
determined in clause (i), (ii), (iii), (iv) or (v), whichever is applicable, as follows: (i) the
per share price offered to holders of the same class of Stock of the Company in any merger or
consolidation, (ii) the per share value of the Stock immediately before the Change in Control
(without regard to assets sold in the Change in Control and assuming the Company has received the
consideration paid for the assets) in the case of a sale of the assets, (iii) the amount
distributed per share of Stock in a dissolution transaction, (iv) the price per share offered to
holders of the same class of Stock of the Company in any tender offer or exchange offer whereby a
Change in Control takes place, or (v) if such Change in Control occurs other than pursuant to a
tender or exchange offer, the fair market value per share of the shares into which such Options
being surrendered are exercisable, as determined by the Committee as of the date determined by the
Committee to be the date of cancellation and surrender of such Options. In the event that the
consideration offered to stockholders of the Company in any transaction described in this Section
9(d) or Section 9(c) above consists of anything other than cash, the Committee shall determine the
fair cash equivalent of the portion of the consideration offered which is other than cash.




          (e) Non-Option Awards. In the event of changes in the outstanding Stock by reason of
recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other
relevant changes in capitalization occurring after the date of the grant of any Award and not
otherwise provided for by this Section 9, any outstanding Awards and any agreements evidencing such
Awards shall be subject to adjustment by the Committee at its discretion as to the number and price
of shares of Stock or other consideration subject to such Awards. In the event of any such change
in the outstanding Stock, the aggregate number of shares available under this Plan may be
appropriately adjusted by the Committee, whose determination shall be conclusive.




          (f) Additional Issuances. Except as hereinbefore expressly provided, the issuance by
the Company of shares of stock of any class or securities convertible into shares of stock of any
class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, and in any case whether or not for fair value,
shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of
shares of Stock subject to Awards theretofore granted or the purchase price per share, if
applicable.




          (g) Restricted Stock Awards. Plan provisions to the contrary notwithstanding, with
respect to any Restricted Stock Awards outstanding at the time a Change in Control as described in
Section 2(g) occurs, the Committee may, in its discretion and as of a date determined by the
Committee, fully vest any or all Stock awarded to the holder pursuant to such Restricted Stock
Award and then outstanding and, upon such vesting, all restrictions applicable to such Restricted
Stock Award shall terminate as of such date. Any action by the Committee pursuant to this Section
9(g) may vary among individual holders and may vary among the Restricted Stock Awards held by any
individual holder.



  [Exhibit 10.1 - 18 ]



 









 








     10. General Provisions.



          (a) Transferability.





          (i) Permitted Transferees. The Committee may, in its discretion, permit a
Participant to transfer all or any portion of an Option, Stock Appreciation Right, Phantom
Stock Award or Restricted Stock Award (if such Restricted Stock Award does not require the
transfer of consideration by the Participant or the holder other than usual and customary
service) after the Company’s initial registration of the Stock under section 12(b) or 12(g)
of the Exchange Act, or authorize all or a portion of such Awards to be granted to an
Eligible Person to be on terms which permit transfer by such Participant; provided that, in
either case the transferee or transferees must be any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, in each case with respect to the Participant, any person sharing the
Participant’s household (other than a tenant or employee of the Company), a trust in which
these persons have more than fifty percent of the beneficial interest, a foundation in which
these persons (or the Participant) control the management of assets, and any other entity in
which these persons (or the Participant) own more than fifty percent of the voting interests
(collectively, “Permitted Transferees”); provided further that, (X) there may be no
consideration for any such transfer and (Y) subsequent transfers of Awards transferred as
provided above shall be prohibited except subsequent transfers back to the original holder
of the Award and transfers to other Permitted Transferees of the original holder.
Agreements evidencing Awards with respect to which such transferability is authorized at the
time of grant must be approved by the Committee, and must expressly provide for
transferability in a manner consistent with this Subsection 10(a)(i).




          (ii) Qualified Domestic Relations Orders. An Option, Stock Appreciation Right,
Phantom Stock Award or Restricted Stock Award (if such Restricted Stock Award does not
require the transfer of consideration by the Participant or the holder other than usual and
customary service) after the Company’s initial registration of the Stock under section 12(b)
or 12(g) of the Exchange Act, may be transferred, to a Permitted Transferee, pursuant to a
domestic relations order entered or approved by a court
of competent jurisdiction upon delivery to the Company of written notice of such
transfer and a certified copy of such order.




          (iii) Other Transfers. Except as expressly permitted by Subsections 10(a)(i)
and 10(a)(ii), Awards shall not be transferable other than by will or the laws of descent
and distribution except that in the Committee’s discretion a Stock Appreciation Right,
Phantom Stock Award (if such Stock Appreciation Right or Phantom Stock Award is not
exercisable for Stock and not subject to the Participant’s or holder’s discretion as to the
timing or method of payment) or Restricted Stock Award (if such Restricted Stock Award does
not require the transfer of consideration by the Participant or the holder other than usual
and customary service) may be transferable, however, not for consideration. Notwithstanding
anything to the contrary in this Section 10, an Incentive Stock Option shall not be
transferable other than by will or the laws of descent and distribution.




          (iv) Effect of Transfer. Following the transfer of any Award as contemplated
by Subsections 10(a)(i), 10(a)(ii) and 10(a)(iii), (A) such Award shall continue to be
subject to the same terms and conditions as were applicable immediately prior to transfer,
provided that the term “Participant” shall be deemed to refer to the Permitted Transferee,
the recipient under a qualified domestic relations order, the estate or heirs of a deceased
Participant, or other transferee, as applicable, to the extent appropriate to enable the
Participant to exercise the transferred Award in accordance with the terms of this Plan and
applicable law and (B) the provisions of the Award relating to exercisability hereof shall
continue to be applied with respect to the original Participant and, following the
occurrence of any such events described therein the Awards shall be exercisable by the
Permitted Transferee, the recipient under a qualified domestic relations order, the estate
or heirs of a deceased Participant, or other transferee, as applicable, only to the extent
and for the periods that would have been applicable in the absence of the transfer.



 [Exhibit 10.1 - 19 ]



 









 






          (v) Procedures and Restrictions. Any Participant desiring to transfer an Award
as permitted under Subsections 10(a)(i), 10(a)(ii) or 10(a)(iii) shall make application
therefor in the manner and time specified by the Committee and shall comply with such other
requirements as the Committee may require to assure compliance with all applicable
securities laws. The Committee shall not give permission for such a transfer if (A) it
would give rise to short-swing liability under section 16(b) of the Exchange Act or (B) it
may not be made in compliance with all applicable federal, state and foreign securities
laws.




          (vi) Registration. To the extent the issuance to any Permitted Transferee of
any shares of Stock issuable pursuant to Awards transferred as permitted in this Section
10(a) is not registered pursuant to the effective registration statement of the Company
generally covering the shares to be issued pursuant to this Plan to initial holders of
Awards, the Company shall not have any obligation to register the issuance of any such
shares of Stock to any such transferee.



          (b) Taxes. The Company and any Subsidiary is authorized to withhold from any Award
granted, or any payment relating to an Award under this Plan, including from a distribution of
Stock, amounts of withholding and other taxes due or potentially payable in connection with any
transaction involving an Award, and to take such other action as the Committee may deem advisable
to enable the Company and Participants to satisfy obligations for the payment of withholding taxes
and other tax obligations relating to any Award. This authority shall include authority to
withhold or receive Stock or other property and to make cash payments in respect thereof in
satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the
discretion of the Committee.




          (c) Changes to this Plan and Awards. The Board may amend, alter, suspend, discontinue
or terminate this Plan or the Committee’s authority to grant Awards under this Plan without the
consent of stockholders or Participants, except that any amendment or alteration to this Plan,
including any increase in any share limitation, shall be subject to the approval of the Company’s
stockholders not later than the annual meeting next following such Board action if such stockholder
approval is required by any federal or state law or regulation or the rules of any stock exchange
or automated quotation system on which the Stock may then be listed or quoted, and the Board may
otherwise, in its discretion, determine to submit
other such changes to this Plan to stockholders for approval; provided that, without the
consent of an affected Participant, no such Board action may materially and adversely affect the
rights of such Participant under any previously granted and outstanding Award. The Committee may
waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award
theretofore granted and any Award agreement relating thereto, except as otherwise provided in this
Plan; provided that, without the consent of an affected Participant, no such Committee action may
materially and adversely affect the rights of such Participant under such Award. In no event may
the Board or the Committee make any alteration to or amendment of an Award or provide for the
exchange of any Awards that, in either case, would constitute the repricing of Options for purposes
of the rules of the NYSE.




          (d) Limitation on Rights Conferred Under Plan. Neither this Plan nor any action taken
hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue
as an Eligible Person or Participant or in the employ or service of the Company or a Subsidiary,
(ii) interfering in any way with the right of the Company or a Subsidiary to terminate any Eligible
Person’s or Participant’s employment or service at any time, (iii) giving an Eligible Person or
Participant any claim to be granted any Award under this Plan or to be treated uniformly with other
Participants and employees, or (iv) conferring on a Participant any of the rights of a stockholder
of the Company unless and until the Participant is duly issued or transferred shares of Stock in
accordance with the terms of an Award.




          (e) Unfunded Status of Awards. This Plan is intended to constitute an “unfunded” plan
for certain incentive awards.




          (f) Nonexclusivity of this Plan. Neither the adoption of this Plan by the Board nor
its submission to the stockholders of the Company for approval shall be construed as creating any
limitations on the power of the Board or a committee thereof to adopt such other incentive
arrangements as it may deem desirable, including incentive arrangements and awards which do not
qualify under section 162(m) of the Code. Nothing



  [Exhibit 10.1 - 20 ]



 









 




contained in this Plan shall be construed to
prevent the Company or any Subsidiary from taking any corporate action which is deemed by the
Company or such Subsidiary to be appropriate or in its best interest, whether or not such action
would have an adverse effect on this Plan or any Award made under this Plan. No employee,
beneficiary or other person shall have any claim against the Company or any Subsidiary as a result
of any such action.




          (g) Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise
determined by the Committee, in the event of a forfeiture of an Award with respect to which a
Participant paid cash or other consideration to the Company in exchange for such Award, the
Participant shall be repaid the amount of such cash or other consideration. No fractional shares
of Stock shall be issued or delivered pursuant to this Plan or any Award. The Committee shall
determine whether cash, other Awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.




          (h) Severability. If any provision of this Plan is held to be illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such
provision shall be fully severable and the Plan shall be construed and enforced as if the illegal
or invalid provision had never been included herein. If any of the terms or provisions of this
Plan or any Award agreement conflict with the requirements of Rule 16b-3 (as those terms or
provisions are applied to Eligible Persons who are subject to section 16(b) of the Exchange Act) or
section 422 of the Code (with respect to Incentive Stock Options), then those conflicting terms or
provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule
16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or
such Award should not comply with Rule 16b-3) or section 422 of the Code. With respect to
Incentive Stock Options, if this Plan does not contain any provision required to be included herein
under section 422 of the Code, that provision shall be deemed to be incorporated herein with the
same force and effect as if that provision had been set out at length herein; provided, further,
that, to the extent any Option that is intended to qualify as an Incentive Stock Option cannot so
qualify, that Option (to that extent) shall be deemed an Option not subject to section 422 of the
Code for all purposes of the Plan.




          (i) Governing Law. All questions arising with respect to the provisions of the Plan
and Awards shall be determined by application of the laws of the State of Texas, without giving
effect to any conflict of law provisions thereof, except to the extent Texas law is preempted by
federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to
applicable federal and state laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of such Stock.




          (j) Conditions to Delivery of Stock. Nothing herein or in any Award granted hereunder
or any Award agreement shall require the Company to issue any shares with respect to any Award if
that issuance would, in the opinion of counsel for the Company, constitute a violation of the
Securities Act or any similar or superseding statute or statutes, any other applicable statute or
regulation, or the rules of any applicable securities exchange or securities association, as then
in effect. At the time of any exercise of an Option or Stock Appreciation Right, or at the time of
any grant of a Restricted Stock Award, the Company may, as a condition precedent to the exercise of
such Option or Stock Appreciation Right or vesting of any Restricted Stock Award, require from the
Participant (or in the event of his death, his legal representatives, heirs, legatees, or
distributees) such written representations, if any, concerning the holder’s intentions with regard
to the retention or disposition of the shares of Stock being acquired pursuant to the Award and
such written covenants and agreements, if any, as to the manner of disposal of such shares as, in
the opinion of counsel to the Company, may be necessary to ensure that any disposition by that
holder (or in the event of the holder’s death, his legal representatives, heirs, legatees, or
distributees) will not involve a violation of the Securities Act or any similar or superseding
statute or statutes, any other applicable state or federal statute or regulation, or any rule of
any applicable securities exchange or securities association, as then in effect. No Option or
Stock Appreciation Right shall be exercisable and no restriction on any Restricted Stock Award
shall lapse with respect to a Participant unless and until the holder thereof shall have paid cash
or property to, or performed services for, the Company or any of its Subsidiaries that the
Committee believes is equal to or greater in value than the par value of the Stock subject to such
Award.




          (k) Plan Effective Date and Stockholder Approval. This Plan was adopted by the Board
on March 28, 2005 and became effective upon approval by the stockholders of the Company at the
annual meeting occurring May 18, 2005.



   [Exhibit 10.1 - 21 ]



 









 








     IN WITNESS WHEREOF, the Company has caused this Amended and Restated Range Resources
Corporation 2005 Equity-Based Compensation Plan to be executed June 4, 2009.



	 	 	 	 	 	 	 
	 	 	RANGE RESOURCES CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roger Manny	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Roger Manny	 	 
	 

	 	Title:
	 	Executive Vice President & Chief Financial Officer	 	 





  [Exhibit 10.1 - 22 ]