exhibit101.htm


     

    EXHIBIT
10.1

    
 

    ST.
MARY LAND & EXPLORATION COMPANY

     

    EQUITY
INCENTIVE COMPENSATION PLAN

     

    As
Amended and Restated as of March 26, 2009

     

    ARTICLE
I

    ESTABLISHMENT,
PURPOSE AND DURATION

     

    1.1  Establishment.  St. Mary
Land & Exploration Company, a Delaware corporation (the “Company”), has
established an equity incentive compensation plan formerly known as the 2006
Equity Incentive Compensation Plan (the “Plan”). The Plan is hereby renamed and
shall be known henceforth as the Equity Incentive Compensation Plan. The Plan
permits the grant of Restricted Stock, Restricted Stock Units, Nonqualified
Stock Options, Incentive Stock Options, Stock Appreciation Rights, Performance
Shares, Performance Units and Stock Based Awards. The Plan became effective upon
its approval by the Company’s stockholders on May 17, 2006 (the “Effective
Date”) and shall remain in effect as provided in Section 1.3
hereof.

     

    1.2  Purpose.  The
purpose of the Plan is to promote the success and enhance the value of the
Company by linking the personal interests of the Participants to those of the
Company’s stockholders, and by providing Participants with an incentive for
outstanding performance. The Plan is further intended to provide flexibility to
the Company in its ability to attract, motivate, and retain the services of
Participants upon whose judgment, interest, and special effort the success of
the Company is substantially dependent.

     

    1.3  Duration.  The
Plan commenced as of the Effective Date, as set forth in Section 1.1
hereof, and shall remain in effect, subject to the right of the Committee or the
Board to amend or terminate the Plan at any time pursuant to Article XIV
hereof, until the earlier of (i) the tenth anniversary of the Effective
Date, or (ii) when all Shares subject to the Plan have been purchased or
acquired according to the Plan’s provisions. Any previously granted Awards under
this Plan which remain outstanding as of the date of expiration or other
termination of the Plan shall not be affected by such expiration or other
termination and shall continue in effect in accordance with their respective
terms.

     

    1.4  Successor
Plan.  This Plan shall serve as the successor to the
St. Mary Land & Exploration Company Stock Option Plan, the
St. Mary Land & Exploration Company Incentive Stock Option Plan,
the St. Mary Land & Exploration Company Restricted Stock Plan, and
the St. Mary Land & Exploration Company Non-Employee Director
Stock Compensation Plan (collectively, the “Predecessor Plans”), and no further
grants or awards shall be made under the Predecessor Plans from and after the
Effective Date of this Plan. Each outstanding grant or award under a Predecessor
Plan immediately prior to the Effective Date of this Plan shall continue to be
governed solely by the terms and conditions of the applicable Predecessor Plan
and the instruments evidencing such grant or award, and, except as otherwise
expressly provided herein or by the Committee, no provision of this Plan shall
affect or otherwise modify the rights or obligations of holders of such
outstanding grants or awards under the Predecessor Plans. Any Shares reserved
for issuance under the Predecessor Plans in excess of the number of Shares as to
which grants or awards have been made thereunder shall be transferred into this
Plan upon the Effective Date and shall become available for Awards under this
Plan. Any Shares related to grants or awards made under the Predecessor Plans
that after the Effective Date may lapse, expire, terminate, or are cancelled,
are settled in cash in lieu of common stock, are tendered (either by actual
delivery or attestation) to pay the option price, or are used to satisfy any tax
withholding requirements shall be deemed to be available for issuance or
reissuance under Section 4.1 of this Plan; provided, however, that any
Shares that from and after May 21, 2008 are tendered (either by actual
delivery or attestation) to pay the option price or are used to satisfy any tax
withholding requirements shall not be deemed available for issuance or
reissuance under Section 4.1 of this Plan.

     

    ARTICLE
II

    DEFINITIONS
AND CONSTRUCTION

     

    2.1  Definitions.  Whenever
used herein, the following terms shall have the respective meanings set forth
below, unless the context clearly requires otherwise, and when such meaning is
intended the term shall be capitalized.

     

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    (a)           “Affiliate” shall have the
meaning given to such term in Rule 12b-2 under the Exchange Act, with
reference to the Company, and shall also include any corporation, partnership,
joint venture, limited liability company or other entity in which the Company
owns, directly or indirectly, at least 50 percent of the total combined
voting power of such corporation or of the capital interest or profits interest
of such partnership or other entity.

     

    (b)           “Award” means, individually or
collectively, a grant or award under this Plan of Restricted Stock, Restricted
Stock Units, NQSOs, ISOs, SARs, Performance Shares, Performance Units or Stock
Based Awards, in each case subject to the terms of this Plan.

     

    (c)           “Award Agreement” means either
(i) a written agreement entered into by the Company and a Participant
setting forth the terms and provisions applicable to Awards granted under this
Plan; or (ii) a written statement issued by the Company to a Participant
describing the terms and provisions of such Award. All Award Agreements shall be
deemed to incorporate the provisions of the Plan. An Award Agreement need not be
identical to other Award Agreements either in form or substance.

     

    (d)           “Board” or “Board of Directors” means the
Board of Directors of the Company.

     

    (e)           “Change of Control” shall mean
any of the following events:

     

    (i)           (A)
The acquisition by any individual or entity (a “Person”) or Persons acting as a
group of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than 50 percent of either (1) the then
value of the outstanding shares of common stock of the Company, or (2) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors.

     

    (B)           For
purposes of paragraph (A), Persons will not be considered to be acting as a
group solely because they purchase or own stock of the same corporation at the
same time, or as a result of the same public offering. However, Persons will be
considered to be acting as a group if they are owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of stock, or
similar business transaction with the Company. If a Person, including an entity,
owns stock in both corporations that enter into a merger, consolidation,
purchase or acquisition of stock, or similar transaction, such shareholder is
considered to be acting as a group with other shareholders in a corporation
prior to the transaction giving rise to the change and not with respect to the
ownership interest in the other corporation. For purposes of determining stock
ownership, see (e)(iv) below.

     

    (ii)           A
majority of members of the Board is replaced during any 12 month period by
Directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or election;
or

     

    (iii)           (A)
Any one Person, or more than one Person acting as a group (as determined in
(e)(iii)(C) below), acquires (or has acquired during the 12 month period
ending on the date of the most recent acquisition by such Person or Persons)
assets from the Company that have a total gross fair market value equal to or
more than 50 percent of the total gross fair market value of all of the
assets of the Company immediately prior to such acquisition or acquisitions. For
this purpose, gross fair market value means the value of the assets of the
Company, or the value of the assets being disposed of, determined without regard
to any liabilities associated with such assets.

     

    (B)           A
transfer of assets by the Company is not treated as a change in the ownership of
such assets if the assets are transferred to—

     

    (1)           A
stockholder of the Company (immediately before the asset transfer) in exchange
for or with respect to its stock;

     

    (2)           An
entity, 50 percent or more of the total value or voting power of which is
owned, directly or indirectly, by the Company;

     

    (3)           A
Person, or more than one Person acting as a group, that owns, directly or
indirectly, 50 percent or more of the total value or voting power of all
the outstanding stock of the Company; or

     

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    (4)           An
entity, at least 50 percent of the total value or voting power of which is
owned, directly or indirectly, by a Person described in (e)(iii)(B)(3). For
purposes of this paragraph (e)(iii)(B) and except as otherwise provided, a
Person’s status is determined immediately after the transfer of the assets. For
example, a transfer to a corporation in which the Company has no ownership
interest before the transaction, but which is a majority owned subsidiary of the
Company after the transaction, is not treated as a change in the ownership of
the assets of the Company.

     

    (C)           Persons
will not be considered to be acting as a group for purposes of this
paragraph (e)(iii) solely because they purchase assets of the Company at
the same time. However, Persons will be considered to be acting as a group if
they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of assets, or similar business transaction with the
Company. If a Person, including an entity shareholder, owns stock in both
corporations that enter into a merger, consolidation, purchase or acquisition of
stock or similar transaction, such shareholder is considered to be acting as a
group with other shareholders in a corporation only to the extent of the
ownership in that corporation prior to the transaction giving rise to the change
and not with respect to the ownership interest in the other
corporation.

     

    (D)           For
purposes of determining stock ownership, see (e)(iv) below.

     

    (iv)           For
purposes of determining whether there has been a Change of Control,
Section 318(a) of the Code applies to determine stock ownership. Stock
underlying a vested option is considered owned by the individual who holds the
vested option (and the stock underlying an unvested option is not considered
owned by the individual who holds the unvested option). For purposes of the
preceding sentence, however, if a vested option is exercisable for stock that is
not substantially vested (as defined by §§1.83-3(b) and (j) of the income
tax regulations promulgated by the Internal Revenue Service), the stock
underlying the option is not treated as owned by the individual who holds the
option.

     

    (f)           “Change of Control Price”
means the highest per share price for Shares offered in conjunction with any
transaction resulting in a Change of Control (as determined in good faith by the
Committee if any part of the offered price is payable other than in cash) or, in
the case of a Change of Control occurring solely by reason of a change in the
composition of the Board, the highest Fair Market Value of the Shares on any of
the 30 trading days immediately preceding the date on which a Change of Control
occurs.

     

    (g)           “Change of Control
Termination” has the meaning set forth in Section 13.2
hereof.

     

    (h)           “Code” means the Internal
Revenue Code of 1986, as amended.

     

    (i)           “Committee” means the
Compensation Committee of the Board of Directors, or any other duly authorized
committee of the Board appointed by the Board to administer the Plan. The
Committee shall be comprised of two or more directors, and each member of the
Committee shall be a Non-Employee Director, an “outside director” within the
meaning of the regulations under Section 162(m) of the Code, and an
“independent director” for purposes of the rules and regulations of the New York
Stock Exchange (“NYSE”) (or such other principal securities market on which the
Shares are traded).

     

    (j)           “Company” means St. Mary
Land & Exploration Company, a Delaware corporation, and any successor
thereto as provided in Article XVII hereof.

     

    (k)           “Covered Employee” means an
Employee who is, or who the Committee expects to become, a “covered employee”
within the meaning of Section 162(m) of the Code.

     

    (l)           “Director” means any
individual who is a member of the Board of Directors of the
Company.

     

    (m)           “Dividend Equivalent” means a
right with respect to an Award to receive cash, Shares or other property equal
in value and form to dividends declared by the Board and paid with respect to
outstanding Shares. Dividend Equivalents shall not apply to Options or Stock
Appreciation Rights, and shall not apply to any other type of Award unless
specifically provided for in the Award Agreement, and if specifically provided
for in the Award Agreement shall be subject to such terms and conditions set
forth in the Award Agreement as the Committee shall determine.

     

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    (n)           “Employee” means any employee
of the Company or an Affiliate. Directors who are not otherwise employed by the
Company or an Affiliate shall not be considered Employees under this
Plan.

     

    (o)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    (p)           “Fair Market Value” or “FMV” means a value or price
that is based on the opening, closing, actual, high, low or average selling
prices per Share on the NYSE or other established stock exchange (or exchanges)
on the applicable date, the preceding trading day, the next succeeding trading
day, or an average of trading days, as determined by the Committee in its
discretion. Such definition(s) of FMV may differ depending on whether FMV is in
reference to the grant, exercise, vesting, settlement or payout of an Award. If
Shares are not traded on an established stock exchange, FMV shall be determined
by the Committee based on objective criteria.

     

    (q)           “Fiscal Year” means the year
commencing on January 1 and ending on December 31, or such other
fiscal year period as approved by the Board.

     

    (r)           “Freestanding SAR” means a SAR
that is not a Tandem SAR, as described in Article VIII herein.

     

    (s)           “Grant Price” means the price
against which the amount payable is determined upon exercise of a
SAR.

     

    (t)           “Incentive Stock Option” or
“ISO” means an Option
to purchase Shares granted under Article VII herein and that is designated
as an Incentive Stock Option and is intended to meet the requirements of
Section 422 of the Code, or any successor provision.

     

    (u)           “Non-Employee Director” means
a Director who meets the definition of a “Non-Employee Director” set forth in
Rule 16b-3(b)(3) under the Exchange Act, or any successor definition
adopted by the Securities and Exchange Commission.

     

    (v)           “Nonqualified Stock Option” or
“NQSO” means an Option
to purchase Shares granted under Article VII herein, which is not intended
to be an Incentive Stock Option or which otherwise does not meet the
requirements for an ISO.

     

    (w)           “Option” means the conditional
right to purchase Shares at a stated Option Price for a specified period of time
in the form of an Incentive Stock Option or a Nonqualified Stock Option subject
to the terms of this Plan.

     

    (x)           “Option Price” means the price
at which a Share may be purchased by a Participant pursuant to an Option, as
determined by the Committee.

     

    (y)           “Participant” means a
participant holding an outstanding Award granted under the Plan.

     

    (z)           “Performance Based
Compensation” means compensation under an Award that is granted in order
to provide remuneration solely on account of the attainment of one or more
Performance Goals under circumstances that satisfy the requirements of
Section 162(m) of the Code.

     

    (aa)           “Performance Goal” means a
performance criterion selected by the Committee for a particular Award for
purposes of Article XI based on one or more Performance
Measures.

     

    (bb)           “Performance Measures” mean
measures as described in Article XI, the attainment of one or more of which
shall, as determined by the Committee, determine the vesting, monetization, or
value of an Award to a Covered Employee that is designated to qualify as
Performance Based Compensation.

     

    (cc)           “Performance Period” means the
period of time, which shall not be shorter than 12 months, during which the
assigned performance criteria must be met in order to determine the degree of
payout and/or vesting with respect to an Award of Performance Shares or
Performance Units.

     

    (dd)           “Performance Share” means an
Award granted under Article IX herein, denominated in Shares, the value of
which at the time it is payable is determined as a function of the extent to
which corresponding performance criteria have been achieved.

     

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    (ee)           “Performance Unit” means an
Award granted under Article IX herein, denominated in units, which may be
valued by reference to a designated amount of property other than Shares, the
value of which at the time it is payable is determined as a function of the
extent to which corresponding performance criteria have been
achieved.

     

    (ff)           “Plan” means this Equity
Incentive Compensation Plan, as it may be amended from time to
time.

     

    (gg)           “Restricted Stock” means an
Award under Article VI of Shares that may be subject to certain
restrictions and to a risk of forfeiture as set forth in the Award
Agreement.

     

    (hh)           “Restricted Stock Unit” means
an Award under Article VI that is valued by reference to a Share, which
value may be paid by delivery of Shares or cash or a combination thereof upon
settlement of the Award, subject to the specific terms and conditions of the
Award as set forth in the Award Agreement.

     

    (ii)           “Securities Act” means the
Securities Act of 1933, as amended.

     

    (jj)           “Shares” means shares of
common stock of the Company, $0.01 par value per share.

     

    (kk)           “Stock Appreciation Right” or
“SAR” means the
conditional right to receive the difference between the FMV of a Share on the
date of exercise over the Grant Price, pursuant to the terms of
Article VIII herein.

     

    (ll)           “Stock Based Award” means an
equity based or equity related Award granted pursuant to the terms of
Article X herein.

     

    (mm)           “Tandem SAR” means a SAR that
the Committee specifies pursuant to Article VIII herein is granted in
connection with a related Option, the exercise of which SAR shall require
forfeiture of the right to purchase a Share under the related Option (and when a
Share is purchased under the Option, the Tandem SAR shall similarly be
cancelled), or a SAR that is granted in tandem with an Option but the exercise
of such Option does not cancel the SAR, but rather results in the exercise of
the related SAR. Regardless of whether an Option is granted coincident with a
SAR, a SAR is not a Tandem SAR unless so specified by the Committee at the time
of grant.

     

    2.2  Construction.  Captions
and titles contained herein are for convenience of reference only and shall not
affect the meaning or interpretation of any provision of the Plan. Except when
otherwise indicated by the context, any definition of any term herein in the
singular also shall include the plural.

     

    ARTICLE
III

    ADMINISTRATION

     

    3.1  General.  The
Committee shall be responsible for administering the Plan. The Committee may
employ attorneys, consultants, accountants, agents, and other individuals, any
of whom may be an Employee, and the Committee, the Company, and the Company’s
officers and Directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations and
determinations made by the Committee shall be final, conclusive, and binding
upon the Participants, the Company, and all other interested parties. No member
of the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Award granted under the Plan.

     

    3.2  Authority of the
Committee.  The Committee shall have full and exclusive
discretionary power to (i) interpret the terms and the intent of the Plan,
any Award and any Award Agreement or other agreement ancillary to or in
connection with the Plan, (ii) determine eligibility for Awards and select
those who will become Participants in the Plan, (iii) adopt such rules,
regulations, and guidelines for administering the Plan as the Committee may deem
necessary or proper, (iv) provide for conditions and assurances deemed
necessary or advisable to protect the interests of the Company with respect to
the Plan and (v) make all other determinations necessary or advisable for
the administration of the Plan. Such authority shall include, but not be limited
to, selecting Award recipients, establishing all Award terms and conditions and,
subject to Article XIV, adopting modifications, amendments or subplans to
the Plan or any Award Agreement. Subject to the terms and provisions of the
Plan, the Committee shall have complete discretion in determining the nature,
terms, conditions and amount of each Award. In making such determinations, the
Committee may take into account the nature of services rendered by the recipient
of the Award, such person’s present and potential contributions to the Company
and such other factors as the Committee in its discretion shall deem
relevant.

     

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    3.3  Delegation.  The
Committee may delegate to one or more of its members any of the Committee’s
administrative duties or powers as it may deem advisable; provided, however,
that any such delegation shall not be inconsistent with the provisions of
Rule 16b-3 under the Exchange Act or Section 162(m) of the Code as to
actions to be taken by the Committee in connection therewith.

     

    ARTICLE
IV

    SHARES
SUBJECT TO THE PLAN AND MAXIMUM AWARDS

     

    4.1  Total Number of Shares
Available for Awards.  Subject to adjustment as provided in
Section 4.2 herein, the total number of Shares hereby made available and
reserved for issuance to Participants pursuant to Awards granted under the Plan
shall be 6,000,000, plus any remaining Shares available for issuance under the
Predecessor Plans as set forth in Section 1.4 (with such total number of
Shares, including such adjustment and remaining Shares, to be referred to as the
“Total Share Authorization”). Any Shares issued in connection with an Option or
SAR shall be counted against the Total Share Authorization limit as one Share
for every one Share issued. Any Shares issued pursuant to Awards granted on or
before May 20, 2009 in connection with an Award other than an Option or SAR
shall be counted against the Total Share Authorization limit as two Shares for
every one Share issued. Any Shares issued pursuant to Awards granted after
May 20, 2009 in connection with an Award other than an Option or SAR shall
be counted against the Total Share Authorization limit as 1.43 Shares for every
one Share issued. The maximum aggregate number of Shares that may be issued
through Nonqualified Stock Options shall be equal to the Total Share
Authorization. The maximum aggregate number of Shares that may be issued through
Incentive Stock Options shall be 6,000,000.

     

    Any
Awards that are not settled in Shares shall not be counted against the Total
Share Authorization limit. Any Shares related to Awards (or after the Effective
Date, awards granted or issued under the Predecessor Plans) which
(i) terminate by expiration, forfeiture, cancellation or otherwise without
the issuance of such Shares, (ii) are settled in cash either in lieu of
Shares or otherwise, or (iii) are exchanged with the Committee’s approval
for Awards not involving Shares, shall be available again for issuance under the
Plan. In addition, if the Option Price of any Option granted under the Plan or
the tax withholding requirement with respect to any Award granted under the Plan
is satisfied by tendering Shares to the Company (by either actual delivery or by
attestation), or if a SAR is exercised, only the number of Shares issued, net of
the Shares tendered, if any, will be deemed delivered for purposes of
determining the maximum number of Shares available for issuance under the Plan;
provided, however, that from and after May 21, 2008, Shares tendered as
full or partial payment to the Company of the Option Price upon exercise of
Options granted under this Plan, Shares reserved for issuance upon grant of
SARs, to the extent the number of reserved Shares exceeds the number of Shares
actually issued upon exercise of the SARs, and Shares withheld by, or otherwise
remitted to, the Company to satisfy a Participant’s tax withholding obligations
with respect to any Award granted under this Plan, shall not become available
again for issuance under this Plan. The maximum number of Shares available for
issuance under the Plan shall be reduced to reflect any dividends or Dividend
Equivalents that are reinvested into additional Shares under this Plan or
credited as additional Restricted Stock, Restricted Stock Units, Performance
Shares, Performance Units or Stock Based Awards. The Shares available for
issuance under the Plan may be authorized and unissued Shares or treasury
Shares. Unless and until the Committee determines that an Award to a Covered
Employee shall not be designed to qualify as Performance Based Compensation, the
following limits (“Award Limits”) shall apply to grants of Awards to Covered
Employees under the Plan:

     

    (a)  Restricted
Stock/Restricted Units.  The maximum aggregate number of Shares
that may be granted in the form of Restricted Stock/Restricted Stock Units in
any one Fiscal Year to any one Participant shall be 100,000.

     

    (b)  Options and
SARS.  The maximum aggregate number of Shares that may be
granted in the form of Options or SARs in any one Fiscal Year to any one
Participant shall be 200,000.

     

    (c)  Performance
Shares/Performance Units.  The maximum aggregate Award of
Performance Shares or Performance Units that a Participant may receive in any
one Fiscal Year shall be 200,000 Shares, and the maximum value of Performance
Units that a Participant may receive with respect to Awards in any one Fiscal
Year shall be a value of $5,000,000 determined as of the date of vesting or
payout, as applicable.

     

    (d)  Stock Based
Awards.  The maximum aggregate grant with respect to Stock
Based Awards in any one Fiscal Year to any one Participant shall be
200,000.

     

    4.2  Adjustments in
Authorized Shares.  In the event of any corporate event or
transaction (including, but not limited to, a change in the Shares of the
Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, extraordinary or
special dividend, stock split, reverse stock split, split up, spin off, other
distribution of stock or property of the Company, combination of securities,
exchange of securities, 

     

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    dividend
in kind, or other like change in capital structure or distribution (other than
normal cash dividends) to the stockholders of the Company, or any similar
corporate event or transaction, the Committee, in order to prevent dilution or
enlargement of Participants’ rights under the Plan, shall make or provide for
appropriate proportionate substitutions or adjustments, as applicable, to the
number and kind of Shares that may be issued under the Plan, the number and kind
of Shares subject to outstanding Awards, the Option Price or Grant Price
applicable to outstanding Awards, the application and computation of any
Dividend Equivalents that may be provided for in Award Agreements, the Award
Limits, the limit on issuing Awards other than Options granted with an Option
Price equal to at least the FMV of a Share on the date of grant or Stock
Appreciation Rights with a Grant Price equal to at least the FMV of a Share on
the date of grant, and any other value determinations applicable to outstanding
Awards or to this Plan. Such adjustments shall be made automatically, without
the necessity of Committee action, on the customary and appropriate arithmetical
basis, in the case of any stock split, including a stock split effected by means
of a stock dividend, and in the case of any other dividend paid in Shares, and
shall be made in the discretion of the Committee with respect to other corporate
events or transactions. The Committee, in its sole discretion, may also make
other appropriate adjustments in the terms of any Awards under the Plan to
reflect, or related to, such changes or distributions and may modify any other
terms of outstanding Awards, including modifications of performance criteria and
changes in the length of Performance Periods, as are equitably necessary to
prevent dilution or enlargement of Participant’s rights under the Plan that
otherwise would result from such corporate event or transaction. The
determination of the Committee as to the foregoing adjustments, if any, shall be
conclusive and binding on Participants under the Plan. Subject to the provisions
of Article XIII and any applicable law or regulatory requirement, without
affecting the number of Shares reserved or available hereunder, the Committee
may authorize the issuance, assumption, substitution or conversion of Awards
under this Plan in connection with any such corporate event or transaction upon
such terms and conditions as it may deem appropriate. In addition, the Committee
may amend the Plan, or adopt supplements to the Plan, in such manner as it deems
appropriate to provide for such issuance, assumption, substitution or conversion
as provided in the previous sentence.

     

    ARTICLE
V

    ELIGIBILITY
AND PARTICIPATION

     

    5.1  Eligibility.  All
Employees, consultants who are natural persons, and members of the Board of the
Company and of any Affiliate of the Company shall be eligible to participate in
the Plan and be granted Awards under the Plan.

     

    5.2  Actual
Participation.  Subject to the provisions of the Plan, the
Committee may from time to time, in its sole discretion, select from among
persons eligible to participate in the Plan those to whom Awards shall be
granted under the Plan, and shall determine in its discretion the nature, terms,
conditions, and amount of each Award.

     

    ARTICLE
VI

    RESTRICTED
STOCK AND RESTRICTED STOCK UNITS

     

    6.1  Grant of Restricted
Stock or Restricted Stock Units.  Subject to the terms and
conditions of the Plan, the Committee, at any time and from time to time, in its
discretion may grant Shares of Restricted Stock and/or Restricted Stock Units to
Participants in such amounts and upon such terms as the Committee shall
determine.

     

    (a)  Restricted
Stock.

     

    (i)      Nature
of Restricted Stock.  Restricted Stock may be issued for services
rendered with any or no additional purchase price as shall be determined by the
Committee in its discretion, and may be subject to certain restrictions and to a
risk of forfeiture as set forth in the Award Agreement. A Participant to whom
Shares of Restricted Stock are issued shall have all of the rights of ownership
with respect to the Shares subject to such Restricted Stock Award, including the
right to vote the same and receive any dividends paid thereon; subject, however,
to the terms, conditions and restrictions contained in this Plan and in the
applicable Award Agreement.

     

           
(ii)     Forfeiture and Vesting.  A
Restricted Stock Award Agreement may provide for forfeiture of the Restricted
Stock upon termination of the Participant’s employment or other relationship
with the Company or nonperformance of specified performance goals or measures
established by the Committee. A Restricted Stock Award Agreement may also
provide for (i) vesting periods which require the passage of time and/or
the occurrence of events in order for the Restricted Stock to vest and become no
longer subject to forfeiture and (ii) holding periods during which the
Restricted Stock may not be sold or otherwise transferred.

     

          
(iii)     Certificates and Settlement.  Upon
an Award of Restricted Stock, the Company shall deliver to the Participant a
certificate evidencing the Shares subject to the Award, and such certificate
shall be imprinted 

     

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    with an
appropriate legend referring to or setting forth the applicable restrictions to
which such Shares are subject. After the Shares are no longer subject to such
restrictions, the Company shall, in accordance with the terms and conditions of
the Award Agreement and upon the request of the Participant and the surrender by
the Participant of the original certificate, settle the completed Restricted
Stock Award by providing the Participant with a new certificate for the Shares
with such legend removed.

     

    (b)  Restricted Stock
Units.

     

           
(i)      Nature of Restricted Stock Units;
Accounts.  Each Restricted Stock Unit awarded shall represent a right
for one Share to be delivered upon settlement of the Award, which right shall be
subject to a risk of forfeiture and cancellation and to the other terms and
conditions set forth in the Plan and the Award Agreement. The Company shall
establish and maintain a Participant account to record Restricted Stock Units
and transactions and events affecting such units. Restricted Stock Units and
other items reflected in the account will represent only bookkeeping entries by
the Company to evidence unfunded obligations of the Company.

     

          
(ii)      Deferral Period and Settlement
Date.  Restricted Stock Units (if not previously cancelled or
forfeited) shall be settled on the date or dates set forth in the Award
Agreement. In addition, unless otherwise determined by the Committee, if the
Committee reasonably determines that any settlement of Restricted Stock Units
would result in payment of compensation to a Participant which is not deductible
by the Company under Section 162(m) of the Code, such settlement shall be
deferred, subject to compliance with Section 409A of the Code as referred
to in Article XX herein, to the extent necessary to avoid payment of such
nondeductible compensation, with such deferral continuing only until such date
as settlement can be effected without loss of deductibility by the Company under
Section 162(m) of the Code.

     

          
(iii)     Cancellation and Vesting.  A
Restricted Stock Unit Award Agreement may provide for cancellation of the
Restricted Stock Units upon termination of the Participant’s employment or other
relationship with the Company or nonperformance of specified performance goals
or measures established by the Committee. A Restricted Stock Unit Award
Agreement may also provide for vesting periods which require the passage of time
and/or the occurrence of events in order for the Restricted Stock Units to vest
and become no longer subject to cancellation.

     

          
(iv)     Dividend Equivalents.  Restricted
Stock Units shall not be credited with Dividend Equivalents unless specifically
provided for in the Award Agreement, and then only upon such terms and
conditions as set forth in the Award Agreement.

     

          
(v)      Settlement and
Certificates.  Settlement of a Restricted Stock Unit Award shall be
made in accordance with the terms and conditions of the applicable Award
Agreement. A Restricted Stock Unit Award Agreement may provide that settlement
may be made (A) solely through the issuance of Shares or (B) at the
mutual election of the Participant and the Company, in a combination of Shares
and cash. Upon the settlement of a Restricted Stock Unit Award, the Company
shall deliver to the Participant a certificate for the number of Shares issued
to the Participant in settlement of the Award.

     

    6.2  Restricted Stock and
Restricted Stock Unit Award Agreements.  Each Restricted Stock
and Restricted Stock Unit Award shall be evidenced by an Award Agreement which
shall set forth the terms and conditions of such Award, including the number of
Shares to which the Award relates, the date or dates upon which such Award shall
vest and the circumstances (including termination of employment or failure to
satisfy one or more restrictive covenants or other ongoing obligations) under
which the Award shall not vest, the time and manner of settlement of the Award,
such transfer restrictions which the Committee may impose, and any other terms
or conditions which the Committee may impose.

     

    (a)   If
not otherwise specified by the Committee, the following terms and conditions
shall apply to Restricted Stock and Restricted Stock Units awarded under the
Plan:

     

    (i)           
Vesting.  An Award of Restricted Stock or Restricted Stock Units shall
vest pursuant to a vesting schedule as determined by the Committee, which
vesting schedule may provide that (A) an Award held by a Participant who
retires from employment with the Company after having both reached the age of
sixty and completed twelve years of service with the Company shall continue to
vest in accordance with the vesting schedule set forth in the applicable Award
Agreement notwithstanding the termination of the 

     

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    Participant’s
employment with the Company, provided that prior to full vesting of the Award
such Participant does not after such retirement become employed on a full time
basis by a competitor of the Company prior to reaching age sixty-five, and
(B) an Award held by a Non-Employee Director of the Company who resigns
from the Board after completing at least five years of service to the Company as
a Non-Employee Director shall become fully vested.

     

    (ii)           Termination.  An
outstanding Award of Restricted Stock that has not vested or an outstanding
Award of Restricted Stock Units that has not been settled shall be cancelled
upon the Company’s termination of the employment of the Participant for
cause.

     

    (iii)           Acceleration.  An
outstanding Award of Restricted Stock or Restricted Stock Units shall become
fully vested and settled irrespective of its other provisions upon termination
of the Participant’s employment with the Company or Affiliate because of death,
disability or normal retirement upon reaching the age of
sixty-five.

     

    (iv)           Transferability.  An
outstanding Award of Restricted Stock or Restricted Stock Units that has not
vested and been settled or is otherwise restricted by the terms of the Award
Agreement as to transferability shall not be transferable by the Participant,
and the Participant shall not be permitted to sell, transfer, pledge or
otherwise encumber such Award or the Shares issuable in settlement thereof,
other than (A) to the person or persons to whom the Participant’s rights
under such Award pass by will or the laws of descent and distribution,
(B) to the spouse or the descendants of the Participant or to trusts for
such persons to whom or which the Participant may transfer such Award,
(C) to the legal representative of any of the foregoing, or
(D) pursuant to a qualified domestic relations order as defined under
Section 414(p) of the Code or similar order or agreement relating to the
provision of child support, alimony payments or marital property rights to a
spouse, former spouse, child or other dependent of the Participant. If an Award
is transferred to any person to whom a transfer of the Award is permitted, the
transferee shall remain subject to all of the vesting conditions to which the
Award is subject. Any such transfer shall be made only in compliance with the
Securities Act and the requirements therefor as set forth by the
Company.

     

    (b)   The
Committee shall be free to specify terms and conditions other than and in
addition to those set forth above, in its discretion.

     

    ARTICLE
VII

    STOCK
OPTIONS

     

     7.1  Grant of
Options.  Subject to the terms and conditions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time, as shall be determined by the Committee in
its discretion. ISOs may be granted only to Employees of the Company or a parent
or subsidiary corporation of the Company within the meaning of Section 424
of the Code, and no ISOs may be granted more than 10 years after the
adoption of the Plan by the Board.

     

     7.2  Award
Agreement.  Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option relates, the conditions upon which an
Option shall become vested and exercisable, and any other terms and conditions
as the Committee shall determine. The Award Agreement shall also specify whether
the Option is intended to be an ISO or a NQSO.

     

     7.3  Option
Price.  The Option Price for each grant of an Option under this
Plan shall be determined by the Committee and shall be specified in the Award
Agreement. The Option Price for an Option, whether issued as an ISO or an NQSO,
shall be not less than 100 percent of the FMV of the underlying Shares on
the date of grant; provided, however, that the Option Price for an ISO granted
to a person who at the time of grant owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Company or of any of
its Affiliates (a “Significant Stockholder”) shall be not less than
110 percent of the Fair Market Value of the underlying Shares as of the
date of grant.

     

     7.4  Duration of
Options.  Each Option granted to a Participant shall expire at
such time as the Committee shall determine at the time of grant; provided
however, that no Option shall be exercisable later than the tenth anniversary
date of its grant, and provided further that no ISO granted to a Significant
Stockholder shall be exercisable after the expiration of five years from the
date of grant.

     

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     7.5  Exercise of
Options.  Options shall be exercisable at such times and on the
occurrence of such events, and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant. Options shall be exercised by the delivery
of a notice of exercise to the Company or an agent designated by the Company in
a form specified by or acceptable to the Committee, or by complying with any
alternative procedures which may be authorized by the Committee, setting forth
the number of Shares with respect to which the Option is to be exercised, and
accompanied by full payment for the Shares. Upon exercise of any Option, the
Option Price shall be payable to the Company in full either: (a) in cash or
its equivalent; (b) by tendering (either by actual delivery or attestation)
previously acquired Shares having an aggregate FMV at the time of exercise equal
to the total Option Price; (c) by a combination of (a) and (b); or
(d) by any other method approved or accepted by the Committee in its sole
discretion and subject to such rules and regulations as the Committee may
establish. Subject to Section 7.6 and any governing rules or regulations,
as soon as practicable after receipt of a notification of exercise and full
payment for the Shares, the Company shall cause to be delivered to the
Participant Share certificates or evidence of book entry Shares in an
appropriate amount based upon the number of Shares purchased under the
Option(s).

     

     7.6  Restrictions on Share
Transferability.  The Committee may impose such restrictions on
any Shares acquired pursuant to the exercise of an Option granted under the Plan
as it may deem advisable, including, without limitation, requiring the
Participant to hold the Shares acquired pursuant to exercise for a specified
period of time, or restrictions under applicable laws or under the requirements
of any stock exchange or market upon which such Shares are listed and/or
traded.

     

     7.7  Termination of
Employment.  Each Participant’s Award Agreement shall set forth
the extent to which the Participant shall have the right to exercise the Option
following the termination of the Participant’s employment or other relationship
with the Company or Affiliates. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Options granted under
the Plan, and may reflect distinctions based on the reasons for
termination.

     

     7.8  Nontransferability of
Options.

     

    (a)  Incentive Stock
Options.  No ISO granted under the Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. In addition, all ISOs
granted to a Participant under the Plan shall be exercisable during such
Participant’s lifetime only by such Participant.

     

    (b)  Nonqualified Stock
Options.  Except as otherwise provided in a Participant’s Award
Agreement at the time of grant or thereafter by the Committee, a NQSO granted
under the Plan may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. In addition, except as otherwise provided in a Participant’s Award
Agreement at the time of grant or thereafter by the Committee, all NQSOs granted
to a Participant under the Plan shall be exercisable during such Participant’s
lifetime only by such Participant.

     

    (c)  Notification of
Disqualifying Disposition.  The Participant to whom an ISO is
granted shall notify the Company upon the disposition of Shares issued pursuant
to the exercise of an ISO or Shares received as a dividend on ISO stock. The
Company shall use such information to determine whether a disqualifying
disposition as described in Section 421(b) of the Code has
occurred.

     

     7.9  $100,000 Annual ISO
Limitation.  To the extent that the aggregate Fair Market Value
of Shares (determined as of the time the ISOs with respect to such Shares are
granted) with respect to which ISOs are exercisable for the first time by any
Participant during any calendar year (under this Plan and all other plans of the
Company and any Affiliate) exceeds $100,000, such ISOs shall be treated as
NQSOs. The foregoing provisions shall be applied by taking ISOs into account in
the order in which they were granted.

     

    ARTICLE
VIII

    STOCK
APPRECIATION RIGHTS

     

     8.1  Grant of
SARs.  Subject to the terms and conditions of the Plan, SARs
may be granted to Participants at any time and from time to time and upon such
terms as shall be determined by the Committee in its discretion. The Committee
may grant Freestanding SARs, Tandem SARs, or any combination of these forms of
SARs. The SAR Grant Price for each grant of a Freestanding SAR shall be
determined by the Committee and shall be specified in the Award Agreement. The
SAR Grant Price may include a Grant Price based on 100 percent of the FMV
of the underlying Share on the date of grant or a Grant Price that is set at a
premium to the FMV of the underlying Share on the date of grant. The SAR Grant
Price shall not be less than FMV of the underlying Share on the date of grant.
The Grant Price of Tandem SARs shall be equal to the Option Price of the related
Option.

     

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     8.2  SAR
Agreement.  Each SAR Award shall be evidenced by an Award
Agreement that shall specify the Grant Price, the term of the SAR, and any such
other provisions as the Committee shall determine.

     

     8.3  Term of
SAR.  The term of a SAR granted under the Plan shall be
determined by the Committee in its sole discretion, and except as determined
otherwise by the Committee and specified in the SAR Award Agreement, no SAR
shall be exercisable later than the tenth anniversary date of its
grant.

     

     8.4  Exercise of Freestanding
SARs.  Freestanding SARs may be exercised upon whatever terms
and conditions that the Committee in its sole discretion imposes.

     

     8.5  Exercise of Tandem
SARs.  Tandem SARs may be exercised for all or part of the
Shares subject to the related Option upon the surrender of the right to exercise
the equivalent portion of the related Option. A Tandem SAR may be exercised only
with respect to the Shares for which its related Option is then exercisable.
Notwithstanding any other provision of this Plan to the contrary, with respect
to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR will
expire no later than the expiration of the underlying ISO; (b) the value of
the payout with respect to the Tandem SAR may be for no more than
100 percent of the difference between the Option Price of the underlying
ISO and the FMV of the Shares subject to the underlying ISO at the time the
Tandem SAR is exercised; and (c) the Tandem SAR may be exercised only when
the FMV of the Shares subject to the ISO exceeds the Option Price of the
ISO.

     

     8.6  Payment of SAR
Amount.  Upon the exercise of a SAR, a Participant shall be
entitled to receive payment from the Company in an amount representing the
difference between the FMV of the underlying Share on the date of exercise over
the Grant Price. At the discretion of the Committee, the payment upon SAR
exercise may be in cash, Shares of equivalent value (based on the FMV on the
date of exercise of the SAR, as defined in the Award Agreement or otherwise
defined by the Committee thereafter), in some combination thereof, or in any
other form approved by the Committee in its sole discretion. The Committee’s
determination regarding the form of SAR payout shall be set forth or reserved
for later determination in the Award Agreement for the grant of the
SAR.

     

     8.7  Termination of
Employment.  Each Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the SAR following the
termination of the Participant’s employment or other relationship with the
Company or Affiliates. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all SARs issued pursuant
to the Plan, and may reflect distinctions based on the reasons for
termination.

     

     8.8  Nontransferability of
SARs.  Except as otherwise provided in a Participant’s Award
Agreement at the time of grant or thereafter by the Committee, a SAR granted
under the Plan may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. In addition, except as otherwise provided in a Participant’s Award
Agreement at the time of grant or thereafter by the Committee, all SARs granted
to a Participant under the Plan shall be exercisable during such Participant’s
lifetime only by such Participant.

     

     8.9  Other
Restrictions.  Without limiting the generality of any other
provision of this Plan, the Committee may impose such other conditions and/or
restrictions on any Shares received upon exercise of a SAR granted pursuant to
the Plan as it may deem advisable. This includes, but is not limited to,
requiring the Participant to hold the Shares received upon exercise of a SAR for
a specified period of time.

     

    ARTICLE
IX

    PERFORMANCE
SHARES AND PERFORMANCE UNITS

     

     9.1  Grant of Performance
Shares and Performance Units.  Subject to the terms and
conditions of the Plan, the Committee, at any time and from time to time, may
grant Performance Shares and/or Performance Units to Participants in such
amounts and upon such terms as the Committee shall determine.

     

     9.2  Value of Performance
Shares and Performance Units.  Each Performance Share and
Performance Unit shall have an initial value that is established by the
Committee at the time of grant. The Committee shall in its discretion set
performance criteria for a Performance Period which, depending on the extent to
which the performance criteria are met, will determine, in the manner
established by the Committee and set forth in the Award Agreement, the value
and/or amount of each Performance Share or Performance Unit that will be paid to
the Participant.

     

     9.3  Earnings of Performance
Shares and Performance Units.  Subject to the terms of this
Plan and the applicable Award Agreement, after the applicable Performance Period
has ended, the holder of Performance Shares and/or Performance Units shall be
entitled to receive, to the extent that the Performance Shares or Performance
Units have vested, if applicable, a 

     

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    payout of
the value and/or amount of Performance Shares and/or Performance Units,
determined as a function of the extent to which the corresponding performance
criteria have been achieved. The Committee may in its discretion require the
Participant to hold the Shares or other property received pursuant to such Award
for a specified period of time.

     

     9.4  Form and Timing of
Payment of Performance Shares and Performance Units.  Payment
of earned Performance Shares and Performance Units shall be made in accordance
with the terms and conditions of the applicable Award Agreement. A Performance
Share or Performance Unit Award Agreement may provide that payment may be made,
to the extent that the Performance Share or Performance Unit has vested and the
performance criteria are met, solely through the issuance of Shares earned upon
the expiration of the applicable Performance Period, and that the Participant
may elect to satisfy the Participant’s tax withholding obligation with respect
to the Award by having the Company withhold Shares or other property or by the
Participant surrendering Shares or other property to the Company with a FMV on
or near the tax withholding date equal to the tax withholding obligation. Upon
the payment in the form of Shares of a Performance Share or Performance Unit
Award, the Company shall deliver to the Participant a certificate for the number
of Shares issued to the Participant in payment of the Award.

     

     9.5  Dividends and Other
Distributions.  Dividends and other distributions declared by
the Board and paid with respect to outstanding Shares shall only be paid with
respect to Performance Share and Performance Unit Awards for Shares that have
been issued by the Company in payment of such Awards to the extent that the
Awards have vested and upon the expiration of the applicable Performance Periods
for the Awards. Performance Shares and Performance Units shall not be credited
with Dividend Equivalents unless specifically provided for in the Award
Agreement, and then only upon such terms and conditions as set forth in the
Award Agreement.

     

     9.6  Vesting and Termination
of Employment.  Each Award Agreement shall set forth the extent
to which the Award shall vest, which may be pursuant to a vesting schedule as
determined by the Committee, and the extent to which the Participant shall have
the right to retain Performance Shares and/or Performance Units following the
termination of the Participant’s employment or other relationship with the
Company or an Affiliate. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Performance Shares
and Performance Units issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination.

     

     9.7  Nontransferability of
Performance Shares and Performance Units.  Except as otherwise
provided in a Participant’s Award Agreement at the time of grant or thereafter
by the Committee, Performance Shares and Performance Units may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. In addition, except as
otherwise provided in a Participant’s Award Agreement at the time of grant or
thereafter by the Committee, a Participant’s rights with respect to Performance
Shares and Performance Units shall inure during such Participant’s lifetime only
to such Participant.

     

    ARTICLE
X

    STOCK
BASED AWARDS

     

     10.1  Stock Based
Awards.  Subject to the terms and conditions of the Plan, the
Committee, at any time and from time to time, may grant other types of equity
based or equity related Awards not described by the other terms of the Plan
(including the grant or offer for sale of unrestricted Shares) in such amounts
and subject to such terms and conditions, including, but not limited to,
conditions based on the satisfaction of performance criteria or the satisfaction
of such obligations as the Committee shall determine. Such Awards may involve
the transfer of actual Shares to Participants, or payment in cash or otherwise
of amounts based on the value of Shares.

     

     10.2  Termination of
Employment.  Each Award Agreement shall set forth the extent to
which the Participant shall have the right to receive Stock Based Awards
following the termination of the Participant’s employment or other relationship
with the Company or Affiliates. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Stock Based Awards
issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination.

     

     10.3  Nontransferability of
Stock Based Awards.  Except as otherwise provided in a
Participant’s Award Agreement at the time of grant or thereafter by the
Committee, Stock Based Awards may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. In addition, except as otherwise provided in a
Participant’s Award Agreement at the time of grant or thereafter by the
Committee, a Participant’s rights with respect to Stock Based Awards shall inure
during such Participant’s lifetime only to such Participant.

     

    ARTICLE
XI

    PERFORMANCE
MEASURES

     

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    Notwithstanding
any other terms of this Plan, the vesting, payability or value (as determined by
the Committee) of each Award other than an Option or SAR that, at the time of
grant, the Committee intends to be Performance Based Compensation to a Covered
Employee, shall be determined by the attainment of one or more Performance Goals
as determined by the Committee in conformity with Section 162(m) of the
Code. The Committee shall specify in writing, by resolution or otherwise, the
Participants eligible to receive such an Award (which may be expressed in terms
of a class of individuals) and the Performance Goal(s) applicable to such Awards
within 90 days after the commencement of the period to which the
Performance Goal(s) relate(s), or such earlier time as required to comply with
Section 162(m) of the Code. No such Award shall be payable unless the
Committee certifies in writing, by resolution or otherwise, that the Performance
Goal(s) applicable to the Award were satisfied. In no case may the Committee
increase the value of an Award of Performance Based Compensation above the
maximum value determined under the performance formula by the attainment of the
applicable Performance Goal(s), but the Committee retains the discretion to
reduce the value below such maximum.

     

    Unless
and until the Committee proposes for stockholder vote and the stockholders
approve a change in the general Performance Measures set forth in this
Article XI, the Performance Goal(s) upon which the payment or vesting of an
Award to a Covered Employee that is intended to qualify as Performance Based
Compensation shall be limited to the following Performance
Measures:

     

    (a)           Increases
in, or levels of, net asset value; net asset value per share; pretax earnings;
earnings before interest and taxes; earnings before interest, taxes,
depreciation and amortization; net income and/or earnings per
share;

     

    (b)           Return
on equity, return on assets or net assets, return on capital (including return
on total capital or return on invested capital);

     

    (c)           Share
price or stockholder return performance (including, but not limited to, growth
measures and total stockholder return, which may be measured in absolute terms
and/or in comparison to a group of peer companies or an index);

     

    (d)           Oil
and gas reserve replacement, reserve growth and finding and development cost
targets;

     

    (e)           Oil
and gas production targets;

     

    (f)           Performance
of investments in oil and gas properties;

     

    (g)           Cash
flow measures (including, but not limited to, cash flows from operating
activities, discretionary cash flows, and cash flow return on investment,
assets, equity or capital); and

     

    (h)           Increases
in, or levels of, operating and/or nonoperating expenses.

     

    Any
Performance Measure(s) may be used to measure the performance of the Company as
a whole and/or any one or more regional operations and/or Affiliates of the
Company or any combination thereof, as the Committee may deem appropriate, and
any Performance Measure(s) may be used in comparison to the performance of a
group of peer companies, or a published or special index that the Committee, in
its sole discretion, deems appropriate. The Committee shall also have the
authority to provide in Award Agreements for accelerated vesting of an Award
based on the achievement of Performance Goal(s).

     

    The
Committee may provide in any Award Agreement that any evaluation of attainment
of a Performance Goal may include or exclude any of the following events that
occurs during the relevant period: (a) asset write downs;
(b) litigation judgments or settlements; (c) the effect of changes in
tax laws, accounting principles, or other laws or regulations affecting reported
results; (d) any reorganization or restructuring transactions;
(e) extraordinary nonrecurring items as described in Accounting Principles
Board Opinion No. 30 and/or in management’s discussion and analysis of
financial condition and results of operations appearing in the Company’s Annual
Report on Form 10-K for the applicable year; and (f) significant
acquisitions or divestitures. To the extent such inclusions or exclusions affect
Awards to Covered Employees, they shall be prescribed in a form that meets the
requirements of Section 162(m) of the Code for deductibility.

     

    In the
event that applicable tax and/or securities laws change to permit discretion by
the Committee to alter the governing Performance Measures without obtaining
stockholder approval of such changes, the Committee shall have sole discretion
to make such changes without obtaining stockholder approval. In addition, in the
event that the Committee determines that it is advisable to grant Awards to
Covered Employees that shall not qualify as Performance Based Compensation, the
Committee may make such grants without satisfying the requirements of
Section 162(m) of the Code.

     

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    ARTICLE
XII

    RIGHTS
OF PERSONS ELIGIBLE TO PARTICIPATE

     

     12.1  Employment.  Nothing
in the Plan or an Award Agreement shall interfere with or limit in any way the
right of the Company or an Affiliate to terminate any Participant’s employment,
consulting or other service relationship with the Company or an Affiliate at any
time, nor confer upon any Participant any right to continue in the capacity in
which he or she is employed or otherwise serves the Company or an Affiliate.
Neither an Award nor any benefits arising under this Plan shall constitute part
of an employment or service contract between a Participant and the Company or an
Affiliate, and, accordingly, subject to the terms of this Plan, this Plan may be
terminated, amended or modified at any time in the sole and exclusive discretion
of the Committee without giving rise to liability on the part of the Company or
an Affiliate for severance payments or otherwise, except as provided in this
Plan.

     

    For
purposes of the Plan, unless otherwise provided by the Committee, transfer of
employment of a Participant between the Company and an Affiliate or among
Affiliates, shall not be deemed a termination of employment. The Committee may
provide in a Participant’s Award Agreement or otherwise the conditions under
which a transfer of employment to an entity that is spun off from the Company or
an Affiliate shall not be deemed a termination of employment for purposes of an
Award.

     

     12.2  Participation.  No
Employee or other person eligible to participate in the Plan shall have the
right to be selected to receive an Award. No person selected to receive an Award
shall have the right to be selected to receive a future Award or, if selected to
receive a future Award, the right to receive such future Award on terms and
conditions identical or in proportion in any way to any prior
Award.

     

     12.3  Rights as a
Stockholder.  A Participant shall have none of the rights of a
stockholder with respect to Shares covered by any Award until the Participant
becomes the record holder of such Shares.

     

    ARTICLE
XIII

    CHANGE
OF CONTROL

     

     13.1  Accelerated Vesting and
Payment Applicable to Awards Granted prior to May 21,
2008.  Subject to the provisions of Section 13.3 or as
otherwise provided in the Award Agreement, for Awards granted prior to
May 21, 2008, in the event of a Change of Control, unless otherwise
specifically prohibited by law or the rules and regulations of a national
securities exchange on which Shares are listed or traded:

     

    (a)           Any
vesting period requirements and other restrictions imposed on Restricted Stock
or Restricted Stock Units shall lapse, and Restricted Stock Units shall be
immediately payable;

     

    (b)           Any
and all Options and SARs granted hereunder shall become immediately
exercisable;

     

    (c)           The
target payout opportunities attainable under all outstanding Awards of
performance based Restricted Stock and performance based Restricted Stock Units,
Performance Shares and Performance Units (including but not limited to Awards
intended to be Performance Based Compensation) shall be deemed to have been
fully earned based on targeted performance being attained as of the effective
date of the Change of Control, and:

     

    (i)           The
vesting of all Awards denominated in Shares shall be accelerated as of the
effective date of the Change of Control, and shall be paid out to Participants
within 30 days following the effective date of the Change of Control;
and

     

    (ii)           Awards
denominated in cash shall be paid to Participants in cash within 30 days
following the effective date of the Change of Control;

     

    (d)           Upon
a Change of Control, unless otherwise specifically provided in a written
agreement entered into between the Participant and the Company or an Affiliate,
the Committee shall immediately cause all other Stock Based Awards to vest and
be paid out as determined by the Committee; and

     

    (e)           The
Committee shall have the discretion to unilaterally determine that all
outstanding Awards shall be cancelled upon a Change of Control, and that the
value of such Awards, as determined by the Committee in 

     

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    accordance
with the terms of the Plan and the Award Agreements, shall be paid out in cash
in an amount based on the Change of Control Price within a reasonable time
subsequent to the Change of Control; provided, however, that no such payment
shall be made on account of an ISO using a value higher than the FMV of the
underlying Shares on the date of settlement.

     

     13.2  Accelerated Vesting and
Payment Applicable to Awards Granted on or after May 21,
2008.  Subject to the provisions of Section 13.3 or as
otherwise provided in the Award Agreement, for Awards granted on or after
May 21, 2008 and prior to a Change of Control, in the event that a Change
of Control occurs and a Participant’s employment with the Company is
subsequently terminated without Cause (as defined in such Participant’s Award
Agreement) or the Participant terminates his or her employment with the Company
for Good Reason (as defined in such Participant’s Award Agreement) within
30 months of the Change of Control (a “Change of Control Termination”),
unless otherwise specifically prohibited by law or the rules and regulations of
a national securities exchange on which Shares are listed or traded, with
respect to such Awards granted to such Participant:

     

    (a)           Any
vesting period requirements and other restrictions imposed on Restricted Stock
or Restricted Stock Units shall lapse, and Restricted Stock Units shall be
immediately payable;

     

    (b)           Any
and all Options and SARs granted hereunder shall become immediately
exercisable;

     

    (c)           The
target payout opportunities attainable under all outstanding Awards of
performance based Restricted Stock and performance based Restricted Stock Units,
Performance Shares and Performance Units (including but not limited to Awards
intended to be Performance Based Compensation) shall be deemed to have been
fully earned based on measured performance as of the effective date of the
Change of Control, and:

     

    (i)           The
vesting of all Awards denominated in Shares shall be accelerated as of the
effective date of the Change of Control Termination, and shall be paid out to
such Participant within 30 days following the effective date of the Change
of Control Termination; and

     

    (ii)           Awards
denominated in cash shall be paid to Participants in cash within 30 days
following the effective date of the Change of Control Termination;

     

    (d)           Upon
a Change of Control Termination, unless otherwise specifically provided in a
written agreement entered into between the Participant and the Company or an
Affiliate, the Committee shall immediately cause all other Stock Based Awards to
vest and be paid out as determined by the Committee; and

     

    (e)           The
Committee shall have the discretion to unilaterally determine that all
outstanding Awards shall be cancelled upon a Change of Control Termination, and
that the value of such Awards, as determined by the Committee in accordance with
the terms of the Plan and the Award Agreements, shall be paid out in cash in an
amount determined by the Committee, in accordance with the terms of the Plan and
the Award Agreements, within a reasonable time subsequent to the Change of
Control Termination; provided, however, that no such payment shall be made on
account of an ISO using a value higher than the FMV of the underlying Shares on
the date of settlement.

     

    In the
event that the existence of the foregoing provisions, even if a Change of
Control and a Change of Control Termination do not occur, would result in an
Award to a Covered Employee designed to qualify as Performance Based
Compensation to not so qualify, the Committee shall have the discretion to adopt
for such Award such provisions as shall satisfy the requirements of
Section 162(m) of the Code.

     

     13.3  Alternative
Awards.  Notwithstanding Sections 13.1 and 13.2, no
cancellation, acceleration of vesting, lapsing of restrictions, payment of an
Award, cash settlement, or other payment shall occur with respect to any Award
if the Committee reasonably determines in good faith prior to the occurrence of
a Change of Control, that such Award shall be honored or assumed, or new rights
substituted therefor (with such honored, assumed or substituted Award
hereinafter referred to as an “Alternative Award”) by any successor to the
Company or an Affiliate as described in Article XVII; provided, however,
that any such Alternative Award must:

     

    (a)           Be
based on stock which is traded on an established U.S. securities market, or that
the Committee reasonably believes will be so traded within 60 days after
the Change of Control;

     

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    (b)           Provide
such Participant with rights and entitlements substantially equivalent to or
more favorable than the rights, terms, and conditions applicable under such
Award, including, but not limited to, an identical or more favorable exercise or
vesting schedule and identical or more favorable timing and methods of payment;
and

     

    (c)           Have
substantially equivalent economic value to such Award (determined at the time of
the Change of Control).

     

    ARTICLE
XIV

    AMENDMENT
AND TERMINATION OF THE PLAN

     

    14.1  Amendment, Modification,
Suspension, and Termination.  The Committee or the Board may,
at any time and from time to time, alter, amend, modify, suspend or terminate
the Plan in whole or in part; provided, however, that:

     

    (a)           Consistent
with the provisions of Section 4.2 and except in connection with a
corporate transaction involving the Company (including, without limitation, any
stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, or
exchange of shares), the terms of outstanding Awards may not be amended to
reduce the Option Price of outstanding Options or the Grant Price of outstanding
SARs or cancel outstanding Options or SARs in exchange for cash, other Awards or
Options or SARs with an Option Price or Grant Price that is less than the Option
Price or Grant Price of the original Options or SARs without stockholder
approval.

     

    (b)           No
amendment or modification which would increase the total number of Shares
available for issuance under the Plan or the total number of shares available
for ISOs under the Plan shall be effective unless approved by the stockholders
of the Company.

     

    (c)           To
the extent necessary under any applicable law, regulation, or securities
exchange or market requirement, no amendment or modification shall be effective
unless approved by the stockholders of the Company in accordance with the
applicable law, regulation, or securities exchange or market
requirement.

     

    14.2  Adjustment of Awards
Upon the Occurrence of Certain Unusual or Nonrecurring
Events.  The Committee may make adjustments in the terms and
conditions of, and the criteria provided in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.2 hereof) affecting the Company or the financial statements of
the Company, or in recognition of changes in applicable laws, regulations or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent unintended dilution or enlargement of the
benefits or potential benefits intended to be made available under the Awards
and the Plan. The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on all Participants under
the Plan. To the extent such adjustments affect Awards to Covered Employees
intended to be Performance Based Compensation, they shall be prescribed in a
form that meets the requirements of Section 162(m) of the Code for
deductibility.

     

    14.3  No Impairment of
Outstanding Awards.  Notwithstanding any other provision of the
Plan to the contrary, no amendment, modification, suspension or termination of
the Plan shall in any manner adversely affect in any material way any
outstanding Award previously granted under the Plan without the written consent
of the Participant holding such Award.

     

    ARTICLE
XV

    SECURITIES
REGISTRATION

     

    15.1  Securities
Registration.  In the event that the Company shall deem it
necessary or desirable to register under the Securities Act, or any other
applicable statute, any Awards or any Shares with respect to which an Award may
be or shall have been granted, or to qualify any such Awards or Shares under the
Securities Act or any other statute, then the affected Participants shall
cooperate with the Company and take such action as is necessary to permit
registration or qualification of such Awards or Shares.

     

    15.2  Representations.  Unless
the Company determines that the following representation is unnecessary, each
person receiving an Award under the Plan may be required by the Company, as a
condition to the issuance of Shares pursuant to the Award, to make a
representation in writing that (i) he or she is acquiring such Shares for
his or her own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof within the meaning of the
Securities Act, and (ii) before any transfer in connection with the resale
of such Shares, an exemption from registration of such transaction under the
Securities Act shall be established to the satisfaction of the Company. The
Company may also require that the certificates representing such Shares contain
restrictive legends reflecting the foregoing.

     

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    ARTICLE
XVI

    TAX
WITHHOLDING

     

    In
connection with Awards granted under the Plan, the Company and any Affiliate
shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Company or any Affiliate, amounts sufficient to
satisfy any federal, state and local withholding tax requirements with respect
to any taxable event as a result of the Plan and Awards granted under the Plan.
The Committee may provide for Participants to satisfy withholding requirements
by having the Company withhold Shares or the Participant making other
arrangements, in either case on such conditions as the Committee specifies. The
Company may in its discretion make loans to Participants of funds sufficient to
satisfy any such withholding tax requirements, provided that any such loan shall
comply with all applicable laws, rules and regulations and no such loan shall be
made to a Director or executive officer of the Company in violation of
Section 13(k) of the Exchange Act, as adopted pursuant to Section 402
of the Sarbanes-Oxley Act of 2002. The Company and any Affiliate shall have the
right to require that any recipient or permitted transferee of an Award under
the Plan who is not an Employee shall be responsible for the payment of all
amounts required to satisfy all federal, state, and local withholding taxes
applicable to such persons with respect to such Award.

     

    ARTICLE
XVII

    SUCCESSORS

     

    Any
obligations of the Company or an Affiliate under the Plan with respect to Awards
granted hereunder, shall be binding on any successor to the Company or
Affiliate, respectively, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business and/or assets of the Company or Affiliate, as
applicable.

     

    ARTICLE
XVIII

    INDEMNIFICATION

     

    To the
extent permitted by law, each person who is or shall have been a member of the
Board or the Committee, or an officer or employee who assists in administering
the Plan, shall be indemnified and held harmless by the Company against and from
any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the Company’s approval, or paid by him or her in satisfaction of judgment
in any such action, suit or proceeding against him or her, provided that he or
she shall give the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled under
the Company’s certificate of incorporation or bylaws, as a matter of law or
otherwise, or any power that the Company or an Affiliate may have to indemnify
them or hold them harmless.

     

    ARTICLE
XIX

     

    GENERAL
PROVISIONS

     

    19.1  Forfeiture
Events.  Without limiting in any way the generality of the
Committee’s power to specify any terms and conditions of an Award consistent
with law, the Committee may specify in an Award Agreement that the Participant’s
rights, payments, and benefits with respect to an Award shall be subject to
reduction, cancellation, forfeiture or recoupment upon the occurrence of certain
specified events, in addition to any otherwise applicable vesting or performance
conditions of an Award. Such events may include, but not be limited to, failure
to accept the terms of the Award Agreement, termination of employment under
certain or all circumstances, violation of material Company and Affiliate
policies, breach of noncompetition, confidentiality, nonsolicitation,
noninterference, corporate property protection or other agreements that may
apply to the Participant, or other conduct by the Participant that is
detrimental to the business or reputation of the Company or
Affiliates.

     

    19.2  Legend.  The
certificates for Shares issued under the Plan may include any legend that the
Committee deems appropriate to reflect any restrictions on transfer of such
Shares.

     

    19.3  Delivery of
Title.  The Company shall have no obligation to issue or
deliver evidence of title for Shares issued under the Plan prior
to:

     

    (a)           Obtaining
any approvals from governmental agencies that the Company determines are
necessary or advisable; and

     

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    (b)           Completion
of any registration or other qualification of the Shares under any applicable
federal or state law or ruling of any governmental body that the Company
determines to be necessary or advisable, and the listing or approval for trading
of such Shares on any applicable securities exchange or market.

     

    19.4  Uncertificated
Shares.  Where the Plan provides for the issuance of stock
certificates to evidence the issuance or transfer of Shares, such Shares may be
evidenced on an uncertificated basis to the extent not prohibited by applicable
law or stock exchange rules.

     

    19.5  Unfunded
Plan.  Participants shall have no right, title or interest
whatsoever in or to any investments that the Company or an Affiliate may make to
aid it in meeting its obligations under the Plan. Nothing contained in the Plan,
and no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company or
an Affiliate and any Participant, beneficiary, legal representative or any other
person. Awards shall be general unsecured obligations of the Company, except
that if an Affiliate executes an Award Agreement instead of the Company, the
Award shall be a general unsecured obligation of the Affiliate and not an
obligation of the Company. To the extent that any individual acquires a right to
receive payments from the Company or an Affiliate, such right shall be no
greater than the right of an unsecured general creditor of the Company or
Affiliate, as applicable. All payments to be made hereunder shall be paid from
the general funds of the Company or Affiliate, as applicable, and no special or
separate fund shall be established and no segregation of assets shall be made to
assure payment of such amounts except as expressly set forth in the Plan. The
Plan is not intended to be subject to the Employee Retirement Income Security
Act of 1974.

     

    19.6  No Fractional
Shares.  No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award Agreement. In the event that any fractional
Shares would otherwise result from the application of the terms of an Award, the
Company shall instead pay cash in lieu of fractional Shares on such basis as the
Committee may determine in its discretion.

     

    19.7  Other Compensation and
Benefit Plans.  Nothing in this Plan shall be construed to
limit the right of the Company or an Affiliate to establish other compensation
or benefit plans, programs, policies or arrangements. Except as may be otherwise
specifically stated in any other benefit plan, policy, program or arrangement,
no Award shall be treated as compensation for purposes of calculating a
Participant’s rights under any such other plan, policy, program or
arrangement.

     

    19.8  No Constraint on
Corporate Action.  Nothing in this Plan shall be construed to
(i) limit, impair or otherwise affect the Company’s or an Affiliate’s right
or power to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell or transfer all or any part of its business or assets, or
(ii) limit the right or power of the Company or an Affiliate to take any
action which such entity deems to be necessary or appropriate.

     

    19.9  Severability.  In
the event that any provision of the Plan shall be held to be illegal or invalid
for any reason, the illegality or invalidity thereof shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

     

    19.10  Requirements of
Law.  The granting of Awards and the issuance of Shares
pursuant to an Award shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or securities
exchanges or markets as may be required. The Company or an Affiliate shall
receive the consideration required by law for the issuance of Awards under the
Plan. The inability of the Company or an Affiliate to obtain authority from any
regulatory body having jurisdiction, which authority is necessary for the lawful
issuance and sale of any Shares hereunder, shall relieve the Company or
Affiliate of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been
obtained.

     

    19.11  Governing
Law.  The Plan and all Award Agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Colorado,
excluding any conflicts or choice of law principles which might otherwise result
in construction or interpretation of the Plan or an Award Agreement under the
substantive law of another jurisdiction.

     

    ARTICLE
XX

    SECTION 409A
OF THE CODE

     

    This Plan
is intended in all respects to comply with the provisions of Section 409A
of the Code and the Company shall interpret and administer the Plan in a manner
consistent with Section 409A of the Code. In accordance with Prop. Reg.
§1.409A-3(h)(2)(vi) (or any subsequent corresponding provision of law), should
there be a final determination that this Plan fails to meet the requirements of
Section 409A and the regulations thereunder with respect to any
Participant, the Company may distribute to the Participant an amount not to
exceed the amount required to be included in income as a result of the failure
to comply with the requirements of Section 409A and the
regulations.

     

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    Notwithstanding
any other provision of this Plan to the contrary, in the event that any
compensation pursuant to the other provisions of this Plan would result in the
imposition on a Participant of any additional taxes or interest pursuant to the
provisions of Section 409A of the Code and any temporary or final Treasury
Regulations or Internal Revenue Service guidance thereunder, the timing of the
payment or settlement of such compensation shall be appropriately and equitably
adjusted, together with any appropriate and equitable adjustments to reflect the
time value of money, in order that such Participant may receive substantially
the same economic benefits as provided under this Plan and in compliance with
Section 409A of the Code and without the imposition on such Participant of
any additional taxes or interest thereunder.

     

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    This
Equity Incentive Compensation Plan, as amended and restated, was adopted by the
Board of Directors of St. Mary Land & Exploration Company on
March 26, 2009.

     

    
      
        	 
      	
                ST.
      MARY LAND & EXPLORATION COMPANY

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                
                  /s/
      Anthony J. Best

                

                Anthony
      J. Best

                President
      and Chief Executive
Officer