MARKET VALUE THEREOF WILL BE DETERMINED IN GOOD FAITH BY
THE COMMITTEE CONSIDERING ALL FACTORS IT REASONABLY DEEMS RELEVANT FOR SUCH
DETERMINATION, INCLUDING, WITHOUT LIMITATION, DISCOUNTS FOR MINORITY POSITIONS
AND THE ABSENCE OF AN ESTABLISHED MARKET FOR THE COMMON STOCK.
(M)
"GOOD REASON" MEANS (A) WITH RESPECT TO ANY
PERSON PARTY TO A WRITTEN EMPLOYMENT AGREEMENT IN WHICH SUCH TERM IS DEFINED, AS
SO DEFINED AND (B) WITH RESPECT TO ALL OTHER PERSONS, AS SUCH TERM IS DEFINED IN
THE SECURITYHOLDERS AGREEMENT.
(N)
"IMMEDIATE FAMILY MEMBER" SHALL MEAN, EXCEPT
AS OTHERWISE DETERMINED BY THE COMMITTEE, A PARTICIPANT'S SPOUSE, ANCESTORS AND
DESCENDANTS.
(O)
"INCENTIVE STOCK OPTION" SHALL MEAN A STOCK
OPTION THAT IS INTENDED TO MEET THE REQUIREMENTS OF SECTION 422 OF THE CODE.
(P)
"NON-EMPLOYEE DIRECTOR" SHALL MEAN A MEMBER
OF THE BOARD WHO IS A "NON-EMPLOYEE DIRECTOR" WITHIN THE MEANING OF RULE 16B-3
AND WHO IS ALSO AN "OUTSIDE DIRECTOR" WITHIN THE MEANING OF SECTION 162(M) OF
THE CODE.
(Q)
"NONQUALIFIED STOCK OPTION" SHALL MEAN A
STOCK OPTION THAT IS NOT INTENDED TO BE AN INCENTIVE STOCK OPTION.
(R)
"OPTION" SHALL MEAN AN INCENTIVE STOCK
OPTION OR A NONQUALIFIED STOCK OPTION.
(S)
"PARTICIPANT" SHALL MEAN AN OFFICER,
EMPLOYEE, DIRECTOR OR CONSULTANT OF THE COMPANY OR ITS SUBSIDIARIES WHO IS OR
HAS BEEN SELECTED TO PARTICIPATE IN THE PLAN IN ACCORDANCE WITH SECTION 5.
(T)
"PERFORMANCE GOALS" SHALL MEAN OR MAY BE
EXPRESSED IN TERMS OF ANY OF ANY BUSINESS CRITERIA SELECTED BY THE COMMITTEE
INCLUDING, WITHOUT LIMITATION, REVENUE, PROVED OIL AND GAS RESERVES, OIL AND GAS
PRODUCTION, EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION,
FUNDS FROM OPERATIONS, FUNDS FROM OPERATIONS PER SHARE, OPERATING INCOME, PRE OR
AFTER TAX INCOME, CASH AVAILABLE FOR DISTRIBUTION, CASH AVAILABLE FOR
DISTRIBUTION PER SHARE, NET EARNINGS, EARNINGS PER SHARE, RETURN ON EQUITY,
RETURN ON ASSETS, SHARE PRICE PERFORMANCE, IMPROVEMENTS IN THE COMPANY'S
ATTAINMENT OF EXPENSE LEVELS, AND IMPLEMENTING OR COMPLETION OF CRITICAL
PROJECTS, OR IMPROVEMENT IN CASH-FLOW (BEFORE OR AFTER TAX).
A PERFORMANCE GOAL
MAY BE MEASURED OVER A PERFORMANCE PERIOD ON A PERIODIC, ANNUAL, CUMULATIVE OR
AVERAGE BASIS AND MAY BE ESTABLISHED ON A CORPORATE-WIDE BASIS OR ESTABLISHED
WITH RESPECT TO ONE OR MORE OPERATING UNITS, DIVISIONS, SUBSIDIARIES, ACQUIRED
BUSINESSES, MINORITY INVESTMENTS, PARTNERSHIPS OR JOINT VENTURES.
UNLESS
OTHERWISE DETERMINED BY THE COMMITTEE BY NO LATER THAN THE EARLIER OF THE DATE
THAT IS NINETY DAYS AFTER THE COMMENCEMENT OF THE PERFORMANCE PERIOD OR THE DAY
PRIOR TO THE DATE ON WHICH TWENTY-FIVE PERCENT (25%) OF THE PERFORMANCE PERIOD
HAS ELAPSED, THE PERFORMANCE GOALS WILL BE DETERMINED BY NOT ACCOUNTING FOR A
CHANGE IN GAAP DURING A PERFORMANCE PERIOD.
3
(U)
"PERFORMANCE OBJECTIVE" SHALL MEAN THE LEVEL
OR LEVELS OF PERFORMANCE REQUIRED TO BE ATTAINED WITH RESPECT TO SPECIFIED
PERFORMANCE GOALS IN ORDER FOR A PARTICIPANT TO BECOME ENTITLED TO SPECIFIED
RIGHTS IN CONNECTION WITH AN AWARD OF PERFORMANCE SHARES.
(V)
"PERFORMANCE PERIOD" SHALL MEAN THE CALENDAR
YEAR, OR SUCH OTHER SHORTER OR LONGER PERIOD DESIGNATED BY THE COMMITTEE, DURING
WHICH PERFORMANCE WILL