exv10w1






Exhibit 10.1




[Form
of Stock Appreciation Award Notice under the National Fuel Gas
Company
2010 Equity Compensation Plan]




[Date]                              




[Name]

[Address]

[Address]



Dear [Name]:




     I am pleased to inform you that on [date] the Compensation Committee (“Committee”) of the
Board of Directors of National Fuel Gas Company (the “Company”) granted to you (the “Grantee” or
“you”) a stock appreciation right, under the National Fuel Gas Company 2010 Equity Compensation
Plan, as amended (the “Plan”), in respect of an aggregate of [___] shares of the Company’s Common
Stock, $1.00 par value (the “Common Stock”).



     Your new stock appreciation right is described in the balance of this letter agreement (“Award
Notice”). The Plan and the Committee’s Administrative Rules (“Rules”) govern the operation of the
Plan, as well as the terms and conditions of your stock appreciation right granted under the Plan,
and are incorporated herein by reference. Capitalized terms not otherwise defined herein shall
have the meanings set forth for such terms in the Plan or the Rules.



1. Grant Price and Performance Criteria




     The grant price (“Grant Price”) of your stock appreciation right is [$___] per share (which
is the Fair Market Value of the Common Stock on the date of grant). Absent a Change in Control of
the Company, the stock appreciation right granted hereby is exercisable in accordance with the
following schedule, subject to achievement of the performance criteria set forth in the following
schedule:



[remainder of page intentionally left blank]













 



Page 2




	 	 	 	 	 
	 	 	 	 	Incremental
	Date	 	 	 	Number of
	Exercisable, if	 	 	 	Shares Subject
	Performance	 	 	 	to SAR
	Criterion is Met	 	Performance Criterion	 	Exercisable
	 
	 	 	 	 
	Upon the Company’s
filing of its 10-K
Annual Report for
Fiscal [year]

	 	For fiscal [year],
with respect to the
Company’s Exploration
and Production
segment, increase
[aggregate production
from certain of the
Company’s production
areas] by [___%] over
the [prior fiscal
year]
	 	[1/3 of aggregate
number of shares
subject to SAR]
	 
	 	 	 	 
	Upon the Company’s
filing of its 10-K
Annual Report for
Fiscal [year]

	 	For fiscal [year],
with respect to the
Company’s Exploration
and Production
segment, increase
[aggregate production
from certain of the
Company’s production
areas] by [___%] over
the [prior fiscal
year]
	 	[1/3 of aggregate
number of shares
subject to SAR]
	 
	 	 	 	 
	Upon the Company’s
filing of its 10-K
Annual Report for
Fiscal [year]

	 	For fiscal [year],
with respect to the
Company’s Exploration
and Production
segment, increase
[aggregate production
from certain of the
Company’s production
areas] by [___%] over
the [prior fiscal
year]
	 	[1/3 of aggregate
number of shares
subject to SAR]






     Achievement of each performance criterion will be determined based upon the information
reported in the Company’s Annual Report on Form 10-K (the “Report”) for the applicable fiscal year
and will occur, if at all, on the date the Report is filed with the Securities and Exchange
commission. Under current rules, the Report is due on [dates]. For any given fiscal year, if the
performance criterion is not achieved, the portion of the total grant associated with that
performance criterion will be automatically forfeited. In addition, notwithstanding Section 11(a)
of the Plan, if your employment terminates due to Retirement prior to achievement of a performance
criterion, the portion of the total grant associated with that performance criterion and with all
subsequent performance criteria shall be automatically forfeited.



     In the event of a Change in Control of the Company, this stock appreciation right shall become
exercisable in accordance with the Plan, or its successor, unless the Committee determines in good
faith, prior to the occurrence of a Change in Control, that this stock appreciation right shall be
honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award
hereinafter called an “Alternative Award”), by your employer (or the parent or an affiliate of your
employer) immediately following the Change in Control, provided that any such Alternative Award
must satisfy all the requirements of Section 12(b) of the Plan . Once such right has become
exercisable, this stock appreciation right may be exercised in whole at any time and in part from
time to time until the date of termination of the Grantee’s rights hereunder;









 



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provided, that in no event shall this stock appreciation right be exercisable in whole or in
part after [ten years from date of grant].




2. Restriction on Exercise




     Notwithstanding any other provision hereof, this stock appreciation right shall not be
exercised if at such time such exercise or the delivery of certificates representing shares of
Common Stock purchased pursuant hereto shall constitute a violation of any rule of the Company, any
provision of any applicable Federal or State statute, rule or regulation, or any rule or regulation
of any securities exchange on which the Common Stock may be listed.



3. Exercise




     This stock appreciation right may be exercised with respect to all or any part of the shares
of Common Stock then subject to such exercise in accordance with Section 1 pursuant to whatever
procedures may be adopted from time to time by the Company. Upon the exercise of this stock
appreciation right, in whole or in part, the Grantee shall be entitled to receive from the Company
payment, in cash, in shares of Common Stock or in a combination thereof, as determined by the
Committee, of an amount determined by multiplying:




	 	(a)	 	the excess, if any, of the Fair Market Value at the date of exercise over the Grant
Price, by
	 
	 	(b)	 	the number of shares of Common Stock with respect to which the stock appreciation right
is then being exercised.





     The Committee’s current belief is that the Committee will elect to issue you Common Stock upon
the exercise of this stock appreciation right, but the Committee reserves the right to pay you in
any manner permitted by this Award Notice, the Plan or the Rules.



4. Termination of Employment




     In the event your employment with the Company or its Subsidiaries terminates, then, depending
upon the circumstances of the termination, this stock appreciation right may become exercisable
prior to the dates set forth in Section 1, may remain exercisable after your termination date, or
may be terminated, as set forth in the Plan and the Rules.



5. Adjustments in Common Stock




     In the event of an Adjustment Event, including any stock dividend, stock split, merger,
consolidation, reorganization, recapitalization or other similar event affecting the Common Stock,
the Committee shall equitably adjust, in its discretion, the number of shares subject to this stock
appreciation right and the Grant Price. To the extent deemed equitable and appropriate by the
Committee and subject to any required action by shareholders of the Company or of any successor in
interest to the Company or any direct or indirect parent corporation of the Company or any such
successor, in any Adjustment Event that is a merger, consolidation, reorganization, liquidation,
dissolution or similar transaction, this stock appreciation right shall be deemed to pertain to the
securities and other property, including cash, to which a holder of the number of shares of Common
Stock covered by this Award Notice would have been entitled to receive in connection









 



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with such Adjustment Event. Any determination made by the Committee pursuant to this Section
5 shall be final, binding and conclusive.




6. Non-Transferability of Stock Appreciation Right




     The Grantee has no right to assign or transfer this stock appreciation right, except by will,
by the laws of descent and distribution, or as otherwise permitted in the Plan or the Rules.
During the lifetime of the Grantee this stock appreciation right may be exercised only by him or
her (unless otherwise determined by the Board or the Committee).



7. Authority of Committee



The Committee has the authority to interpret the Plan and all stock appreciation rights granted
thereunder, to establish rules and regulations relating to the Plan and to make all other
determinations it believes necessary or advisable for the administration of the Plan. The scope of
the Committee’s authority is more fully described in the Plan. All determinations and actions of
the Committee are final, conclusive and binding on you.




8. Miscellaneous





     (a) This stock appreciation right (i) shall be binding upon and inure to the benefit of
the Company (and its successors and assigns) and you (and your heirs, legal representatives
and estate), and (ii) shall be governed by the laws of the State of New York, and any
applicable laws of the United States. No contract or right of employment shall be implied
by this stock appreciation right.




     (b) This stock appreciation right may be unilaterally amended or modified by the
Committee, as permitted by the Plan or the Rules, to the extent it deems appropriate, but
may not be amended or modified without your consent if such amendment or modification is
adverse to you. Except as otherwise provided in the preceding sentence, this stock
appreciation right may not be amended or modified, nor may any term or condition, or breach
of any term or condition, be waived, except in writing signed by the person or persons
sought to be bound by such amendment, modification or waiver. Any waiver of any term or
condition or breach thereof shall not be a waiver of any other term or condition, or of the
same term or condition for the future, or of any subsequent breach.




     (c) If this stock appreciation right is assumed or a new stock appreciation right is
substituted therefor in any corporate reorganization (including, but not limited to, any
transaction of the type referred to in Section 424(a) of the Internal Revenue Code of 1986,
as amended), employment by such assuming or substituting company or by a parent company or a
subsidiary thereof shall be considered for all purposes of this stock appreciation right to
be employment by the Company.




     (d) In consideration of the Grantee’s privilege to participate in the Plan, the Grantee
agrees (i) not to disclose any trade secrets of, or other confidential/restricted
information of the Company to any unauthorized party, (ii) not to make any unauthorized use
of such trade secrets or confidential or restricted information during his or her employment
with the Company or its Subsidiaries or after such employment is terminated,









 



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and (iii) not to solicit any then current employees of the Company or any other
subsidiaries of the Company to join the Grantee at his or her new place of employment after
his or her employment with the Company or its Subsidiaries is terminated.




     (e) This Award Notice, together with the Plan and the Rules, constitutes the entire
agreement between the parties with respect to the subject matter hereof. You hereby
acknowledge that you have been provided with a copy of the Plan and the Rules, and
understand the terms and conditions of these documents and of this Award Notice. In the
event of any conflict between this Award Notice and the terms of the Plan and the Rules, the
Plan and the Rules will govern and control.




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



9. Tax Withholding




     The Grantee agrees that upon exercise of the stock appreciation right evidenced hereby, in
whole or in part, any and all applicable income, employment or other tax withholding shall be
satisfied at the minimum required level, using cash from you or shares of Common Stock otherwise
deliverable upon exercise of such stock appreciation right. The number of shares to be withheld
shall be determined by the Company in accordance with the policies and procedures in effect from
time to time under the Plan applicable with respect to stock withholding.



10. Securities Law Requirements




     The Company shall not be required to issue shares upon the exercise of this stock appreciation
right unless and until (a) such shares have been duly listed upon each stock exchange on which the
Company’s Stock is then registered and (b) a registration statement under the Securities Act of
1933 with respect to such shares is then effective. The Board may require the Grantee to furnish to
the Company, prior to the issuance of any shares of Common Stock in connection with the exercise of
this stock appreciation right, an agreement, in such form as the Board may from time to time deem
appropriate, in which the Grantee represents that the shares acquired by him upon such exercise are
being acquired for investment and not with a view to the sale or distribution thereof.



11. Stock Appreciation Right Subject to Plan and Rules




     This stock appreciation right shall be subject to all the terms and provisions of the Plan and
the Rules and the Grantee shall abide by and be bound by such terms and provisions and all rules,
regulations and determinations of the Board or the Committee now or hereafter made in connection
with the administration of the Plan.



12. American Jobs Creation Act




     In addition to amendments permitted by Section 8(b) above, amendments to this Agreement may be
made by the Company, without the Grantee’s consent, in order to ensure compliance with the American
Jobs Creation Act of 2004. And, further, amendments may be made to the Plan to ensure such
compliance, which amendments may impact this Agreement.









 



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



	 	 	 	 	 
	 	Very truly yours,



NATIONAL FUEL GAS COMPANY

 	 
	 	By:  	 	 
	 	 	[Name] 	 
	 	 	[Title] 	 



	 	 	 	 	 
	AGREED TO AND ACCEPTED

this _____ day of                              , _____

 	 	 
	By:  	 	 	 
	 	Grantee