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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1312571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
(Address of principal executive offices, including zip code)
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SECOND AMENDED AND RESTATED 1996 STOCK PURCHASE PLAN AND OPTION
PLAN FOR EMPLOYEES OF DOMAIN ENERGY CORPORATION AND AFFILIATES
AND
DOMAIN ENERGY CORPORATION 1997 STOCK OPTION PLAN FOR
NONEMPLOYEE DIRECTORS
(Full title of the plans)
JOHN H. PINKERTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RANGE RESOURCES CORPORATION
500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
(817) 870-2601
(Name, address and telephone number of agent for service)
copy to:
J. MARK METTS
VINSON & ELKINS L.L.P.
1001 FANNIN, SUITE 2300
HOUSTON, TEXAS 77002-6760
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per share (3) offering price (3) registration fee
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Common Stock, $0.01 par
value per share......... 1,163,005 shares (2) $11.55 $3,431,906 $1,012
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933, as amended.
(2) 1,138,830 of such shares are issuable upon the exercise of outstanding
options granted or options available for grant under the Second Amended and
Restated 1996 Stock Purchase and Option Plan for Key Employees of Domain Energy
Corporation and Affiliates and 24,175 of such shares are issuable upon the
exercise of outstanding options granted or options available for grant under the
Domain Energy Corporation 1997 Stock Option Plan for Nonemployee Directors.
(3) Of the 1,163,005 shares to be registered pursuant to this Form S-8, 508,984
are exercisable for $.01 per share, 509,016 are exercisable for $3.46 per share,
120,830 are exercisable for $11.55 per share and 24,175 are exercisable for
$11.17 per share. The exercise price for the remaining shares has been estimated
upon the basis of the price of securities of the same class, using the average
of the high and low prices reported by the New York Stock Exchange for purposes
of calculating the registration fee pursuant to Rule 457(h) of the Securities
Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees of Range Energy
Corporation (formerly Domain Energy Corporation) as specified by Rule 428(b)(1).
Such documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) and
additional information about the Second Amended and Restated 1996 Stock Purchase
and Option Plan for Key Employees of Domain Energy Corporation and Affiliates
and the Domain Energy Corporation 1997 Stock Option Plan for Nonemployee
Directors and their respective administrators is available without charge by
contacting:
Range Energy Corporation
500 Throckmorton Street
Fort Worth, Texas 76102
(817) 870-2601
Attention: Secretary
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, dated March 20, 1998, filed
pursuant to Section 13(a) of the Securities Exchange Act of
1934 (the "Exchange Act");
(b) All other reports filed by the Registrant since December 31,
1997 with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act, including the Registrant's Quarterly Reports
on Form 10- Q for the fiscal quarters ended March 31, 1998 and
June 30, 1998; and
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 10, dated June 18, 1980,
and filed with the Commission pursuant to Section 12(g) of the
Exchange Act, including any subsequent amendment(s) or
report(s) filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Registrant
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be directed to Range Energy Corporation, 500 Throckmorton
Street, Fort Worth, Texas 76102, Attention: Secretary, telephone (817)
8710-2601.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law generally provides that a corporation is empowered to
indemnify any person who is made a party to a proceeding or threatened
proceeding by reason of the fact that he is or was a director, officer, employee
or agent of the corporation or was, at the request of the corporation, serving
in any of such capacities in another corporation to indemnify any such person.
Article SEVENTH, section (5) the Registrant's Certificate of
Incorporation provides:
"Any former, present or future director, officer or employee
of the Company or the legal representative of any such
director, officer, or employee shall be indemnified by the
Company
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(a) against reasonable costs, disbursements and counsel fees
paid or incurred where such person has been successful on the
merits or otherwise in any pending, threatened or completed
civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal therein and any inquiry or
investigation which could lead to such action, suit or
proceeding, or in defense of any claim issue or matter
therein, by reason of such person being or having been such
director, officer or employee, and
(b) with respect to any such action, suit, proceeding, inquiry
or investigation for which indemnification is not made under
(a) above, against reasonable costs, disbursements (which
shall include amounts paid in satisfaction of settlements,
judgments, fines and penalties, exclusive, however, of any
amount paid or payable to the Company) and counsel fees if
such person also had no reasonable cause to believe the
conduct was unlawful, with the determination as to whether the
applicable standard of conduct was met to be made by a
majority of the members of the Board of Directors (sitting as
a committee of the Board) who were not parties to such
inquiry, investigation, action, suit or proceeding or by any
one or more disinterested counsel to whom the question may be
referred to the Board of Directors; provided, however, in
connection with any proceeding by or in the right of the
Company, no indemnification shall be provided as to any person
adjudged by any court to be liable for negligence or
misconduct except as and to the extent determined by such
court.
The termination of any such inquiry, investigation, action,
suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent shall not
of itself create a presumption that such person did not meet
the standards of conduct set forth in subsection (b) above.
Reasonable costs, disbursements and counsel fees incurred by
such person in connection with any inquiry, investigation
action, suit or proceeding may be paid by the Company in
advance of the final disposition of such matter if authorized
by a majority of the Board of Directors (sitting as a
committee of the Board) not parties to such matter upon
receipt by the Company of an undertaking by or on behalf of
such person to repay such amount unless it is ultimately
determined that such person is entitled to be indemnified as
set forth herein.
The Board of Directors may, at any regular or special meeting
of the Board, by resolution, accord similar indemnification
(prospective or retroactive) to any director, trustee, officer
or employee of any other company who is serving as such at the
request of the Company because of the Company's interest in
such other company and any officer, director or employee of
any constituent corporation absorbed by the Company in a
consolidation or merger, or the legal representative of any
such director, trustee, officer or employee.
The indemnification herein provided shall not exclude any
other rights to which such person may be entitled as a matter
of law or which may be lawfully granted."
Article EIGHTH of the Registrant's Certificate of Incorporation
provides:
"No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
This paragraph shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the
effective date of its adoption. If the General Corporation Law
of the State of Delaware is hereafter amended to authorize
corporate action further limiting or eliminating the personal
liability of directors, then the liability of a director to
the Corporation shall be limited or eliminated to the fullest
extent permitted by the General Corporation Law of the State
of Delaware, as so amended from time to time. No repeal or
modification of this Article VIII, directly or by adoption of
an inconsistent provision of this Certificate of
Incorporation, by the stockholders of the Corporation shall be
effective with respect to any cause of action, suit claim or
other matter, but for this Article VIII, would accrue or arise
prior to such repeal or modification."
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Article XII of the Company's Bylaws, incorporating the above
provisions, provides for an indemnification agreement to be entered into by
directors and designated officers of the Company. All directors of the Company
have executed an indemnification agreement, the form of which was approved by
stockholders at the Company's 1994 annual stockholder's meeting.
Article XII of the Company's Bylaws also allows the Company to purchase
liability insurance for officers and directors. As of the date hereof, there is
no such insurance in place.
Article XIII of the Company's Bylaws, with certain specified
exceptions, limits the personal liability of the directors to Lomak or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent permitted by Delaware law, including any changes in Delaware law adopted
in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
3.1 -- Certificate of Amendment to Certificate of
Incorporation of the Company dated August 25, 1998
4.1 -- Second Amended and Restated 1996 Stock Purchase and
Option Plan for Key Employees of Domain Energy
Corporation and Affiliates
4.2 -- Domain Energy Corporation 1997 Stock Option Plan for
Nonemployee Directors
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Vinson & Elkins L.L.P. (included in the
opinion filed as Exhibit 5.1 hereto)
24.1 -- Powers of Attorney (included in the signature pages
hereto)
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
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(2) That, for the purposes of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartville, State of Ohio, on the 28th day of August,
1998.
RANGE RESOURCES CORPORATION
By: /s/ THOMAS W. STOELK
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Thomas W. Stoelk
Senior Vice President-Finance and Administration and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
authorizes and appoints each of John H. Pinkerton and Thomas W. Stoelk, and each
of them severally, acting alone and without the other, as his attorney-in-fact
to execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney-in-fact may deem appropriate.
Signature Capacity Date
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/s/ THOMAS J. EDELMAN Chairman and Director August 28, 1998
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Thomas J. Edelman
/s/ JOHN H. PINKERTON President, Chief Executive Officer and August 28, 1998
--------------------- Director (Principal Executive Officer)
John H. Pinkerton
/s/ MICHAEL V. RONCA Chief Operating Officer and Director August 28, 1998
--------------------- (Principal Operating Officer)
Michael V. Ronca
/s/ C. RAND MICHAELS Vice Chairman and Director August 28, 1998
---------------------
C. Rand Michaels
/s/ ROBERT E. AIKMAN Director August 28, 1998
---------------------
Robert E. Aikman
/s/ ALLEN FINKELSON Director August 28, 1998
---------------------
Allen Finkelson
/s/ ANTHONY V. DUB Director August 28, 1998
---------------------
Anthony V. Dub
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/s/ BEN A. GUILL Director August 28, 1998
----------------------
Ben A. Guill
/s/ JONATHAN S. LINKER Director August 28, 1998
----------------------
Jonathan S. Linker
/s/ THOMAS W. STOELK Senior Vice President - Finance and August 28, 1998
---------------------- Administration
Thomas W. Stoelk (Principal Financial Officer)
/s/ GEOFFREY T. DOKE Vice President - Controller (Principal August 28, 1998
---------------------- Accounting Officer)
Geoffrey T. Doke
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EXHIBIT INDEX
Exhibit Description of Exhibit
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3.1 -- Certificate of Amendment to Certificate of Incorporation of
the Company dated August 25, 1998
4.1 -- Second Amended and Restated 1996 Stock Purchase and Option
Plan for Key Employees of Domain Energy Corporation and
Affiliates
4.2 -- Domain Energy Corporation 1997 Stock Option Plan for Nonemployee Directors
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Vinson & Elkins L.L.P. (included in the opinion filed
as Exhibit 5.1 hereto)
24.1 -- Powers of Attorney (included in the signature pages hereto)
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
LOMAK PETROLEUM, INC.
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(Pursuant to Section 242 of the Delaware General Corporation Law)
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Lomak Petroleum, Inc., a Delaware corporation, DOES HEREBY CERTIFY:
FIRST: The name of the corporation is Lomak Petroleum, Inc.
(hereinafter referred to as the "Corporation").
SECOND: The amendment to the Certificate of Incorporation of the
Corporation effected by this certificate shall provide:
Article One of the Corporation's Certificate of Incorporation is
hereby amended to read: "The name of the Corporation is Range
Resources Corporation (hereinafter referred to as the
"Corporation")."
THIRD: The above amendment to the Certificate of Incorporation of the
Corporation was duly adopted by the unanimous approval of the Board of Directors
of the Corporation and has been duly approved by the stockholders owning more
than a majority of the Corporation's outstanding shares entitled to vote in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by John H. Pinkerton, its President and Chief Executive Officer, and
attested by Jeffery A. Bynum, its Vice President - Land and Corporate Secretary,
as of the 25th day of August, 1998.
LOMAK PETROLEUM, INC.
/s/ John H. Pinkerton
---------------------------------
John H. Pinkerton
President and Chief Executive
Officer
ATTEST:
/s/ Jeffery A. Bynum
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Jeffery A. Bynum
Vice President - Land and Corporate Secretary
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EXHIBIT 4.1
SECOND AMENDED AND RESTATED
1996 STOCK PURCHASE AND OPTION PLAN
FOR KEY EMPLOYEES OF
DOMAIN ENERGY CORPORATION AND AFFILIATES
1. Purpose of Plan
The Second Amended and Restated 1996 Stock Purchase and Option Plan for
Key Employees of Domain Energy Corporation and Affiliates (the "Plan") is
designed:
(a) to promote the long term financial interests and growth of Domain
Energy Corporation (the "Corporation") and its affiliates by attracting and
retaining management personnel with the training, experience and ability to
enable them to make a substantial contribution to the success of the
Corporation's business;
(b) to motivate management personnel by means of growth-related
incentives to achieve long range goals; and
(c) to further the alignment of interests of participants with those of
the stockholders of the Corporation through opportunities for increased stock,
or stock-based, ownership in the Corporation.
2. Definitions
As used in the Plan, the following words shall have the following
meanings:
(a) "Affiliate" means, with respect to the Corporation, any corporation
directly or indirectly controlling, controlled by, or under common control with,
the Corporation or any other entity designated by the Board of Directors of the
Corporation in which the Corporation or an Affiliate has an interest.
(b) "Board of Directors" means the Board of Directors of the
Corporation.
(c) "Change of Control" shall mean the occurrence of either (x) the
purchase or other acquisition by any person, entity or group (within the meaning
of section 13(d) of 14(d) of the Securities Exchange Act of 1934, or any
comparable successor provisions) of persons or entities (a "Group"), other than
the FRC Entities, of (i) ownership of fifty percent (50%) or more of the
combined voting power of the Corporation's then outstanding voting securities
entitled to vote generally or (ii) all or substantially all of the direct and
indirect assets of the Company and its subsidiaries or (y) any merger,
consolidation, reorganization or other business combination of the Corporation
with or into any other entity which results in a person, entity or Group other
than First Reserve or any of its Affiliates owning fifty percent (50%) or more
of the combined voting
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power of the surviving or resulting corporation's then outstanding voting
securities entitled to vote generally.
(d) "Committee" means the Compensation Committee of the Board of
Directors.
(e) "Common Stock" or "Share" means common stock of the Corporation
which may be authorized but unissued, or issued and reacquired.
(f) "Employee" means a person, including an officer, in the regular
full-time employment of the Corporation or one of its Affiliates who, in the
opinion of the Committee, is, or is expected to be, primarily responsible for
the management, growth or protection of some part or all of the business of the
Corporation.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(h) "Fair Market Value" shall mean (A) if on the date as of which Fair
Market Value is being determined the Common Stock is listed on a national
securities exchange or is quoted in the NASDAQ System or the over-the-counter
market, the last sale price, regular way, of such security on the principal
national securities exchange on which such security is at the time listed, or
(B) if there have been no sales on any such exchange on any day, the average of
the highest bid and lowest asked prices on such exchange at the end of such day,
or (C) if on any day the Common Stock is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M.,
New York time, or (D) if on any day the Common Stock is not quoted in the NASDAQ
System, the average of the highest bid and lowest asked prices on such day in
the domestic over-the-counter market as reported by the National Quotation
Bureau, Incorporated, or any similar successor organization, in each such case
of clauses (A)-(D) averaged over a period of 20 days consisting of the day as of
which Fair Market Value is being determined and the latest 19 consecutive
trading days prior to such day, or (E) if the Common Stock is not publicly
traded, then the fair market value of the Common Stock as determined in good
faith by the Committee.
(i) "FRC Entities" shall mean investment funds or other entities for
which First Reserve Corporation acts as a general and/or managing partner or in
respect of which First Reserve Corporation provides investment advice, either
directly or through entities controlled by it.
(j) "Grant" means an award made to a Participant pursuant to the Plan
and described in Paragraph 5, including, without limitation, an award of an
Incentive Stock Option, Stock Option, Stock Appreciation Right, Dividend
Equivalent Right, Restricted Stock, Purchase Stock, Performance Units,
Performance Shares or Other Stock Based Grant or any combination of the
foregoing.
(k) "Grant Agreement" means an agreement between the Corporation and a
Participant that sets forth the terms, conditions and limitations applicable to
a Grant.
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(l) "Participant" means an Employee, director or other person having a
unique relationship with the Corporation or one of its Affiliates, to whom one
or more Grants have been made and such Grants have not all been forfeited or
terminated under the Plan.
(m) "Stock-Based Grants" means the collective reference to the grant of
Stock Appreciation Rights, Dividend Equivalent Rights, Restricted Stock,
Performance Units, Performance Shares and Other Stock Based Grants.
(n) "Stock Options" means the collective reference to "Incentive Stock
Options" and "Other Stock Options".
(o) "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Corporation if each of the corporations, or
group of commonly controlled corporations, other than the last corporation in
the unbroken chain then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
3. Administration of Plan
(a) The Plan shall be administered by the Committee. Except as provided
in Section 4, the members of the Committee shall be eligible to be selected for
Grants under the Plan; provided, however, that the members of the Committee
shall qualify to administer the Plan for purposes of Rule 16b-3 (and any other
applicable rule) promulgated under Section 16(b) of the Exchange Act to the
extent that the Corporation is subject to such rule. The Committee may adopt its
own rules of procedure, and action of a majority of the members of the Committee
taken at a meeting, or action taken without a meeting by unanimous written
consent, shall constitute action by the Committee. The Committee shall have the
power and authority to administer, construe and interpret the Plan, to make
rules for carrying it out and to make changes in such rules. Any such
interpretations, rules, and administration shall be consistent with the basic
purposes of the Plan.
(b) The Committee may delegate to the Chief Executive Officer and to
other senior officers of the Corporation its duties under the Plan subject to
such conditions and limitations as the Committee shall prescribe except that
only the Committee may designate and make Grants to Participants who are subject
to Section 16 of the Exchange Act.
(c) The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Corporation, and the
officers and directors of the Corporation 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 in good faith shall be
final and binding upon all Participants, the Corporation and all other
interested persons. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or the Grants, and all members of the Committee shall be fully
protected by the Corporation with respect to any such action, determination or
interpretation.
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4. Eligibility
The Committee may from time to time make Grants under the Plan to such
Employees, directors or other persons having a unique relationship with the
Corporation or any of its Affiliates, and in such form and having such terms,
conditions and limitations as the Committee may determine. Grants may be granted
singly, in combination or in tandem. The terms, conditions and limitations of
each Grant under the Plan shall be set forth in a Grant Agreement, in a form
approved by the Committee, consistent, however, with the terms of the Plan;
provided, however, such Grant Agreement shall contain provisions dealing with
the treatment of Grants in the event of the termination, death or disability of
a Participant, and may also include provisions concerning the treatment of
Grants in the event of a Change of Control of Corporation.
5. Grants
From time to time, the Committee will determine the forms and amounts
of Grants for Participants. Such Grants may take the following forms in the
Committee's sole discretion:
(a) Incentive Stock Options - These are stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code"), to purchase Common Stock. In addition to other restrictions contained
in the Plan, an option granted under this Paragraph 5(a), (i) may not be
exercised more than 10 years after the date it is granted, (ii) may not have an
option price less than the Fair Market Value of Common Stock on the date the
option is granted, (iii) must otherwise comply with Code Section 422, and (iv)
must be designated as an "Incentive Stock Option" by the Committee. The maximum
aggregate Fair Market Value of Common Stock (determined at the time of each
Grant) with respect to which Incentive Stock Options are first exercisable with
respect to any Participant under this Plan and any Incentive Stock Options
granted to the Participant for such year under any plans of the Corporation or
any Subsidiary in any calendar year is $100,000. Payment of the option price
shall be made in accordance with the terms of Paragraph 6, the Grant Agreement,
and of any applicable guidelines of the Committee in effect at the time.
(b) Other Stock Options - These are options to purchase Common Stock
which are not designated by the Committee as "Incentive Stock Options". At the
time of the Grant the Committee shall determine, and shall include in the Grant
Agreement or other Plan rules, the option exercise period, the option price, and
such other conditions or restrictions on the grant or exercise of the option as
the Committee deems appropriate, which may include the requirement that the
grant of options is predicated on the acquisition of Purchase Shares under
Paragraph 5(e) by the Optionee. In addition to other restrictions contained in
the Plan, an option granted under this Paragraph 5(b), (i) may not be exercised
more than 10 years after the date it is granted and (ii) may not have an option
exercise price less than 50% of the Fair Market Value of Common Stock on the
date the option is granted, provided that options to purchase up to 433,500
shares of Common Stock may be granted with an exercise price of $.01 per share.
Payment of the option price shall be made in accordance with the terms of
Paragraph 6, the Grant Agreement and of any applicable guidelines of the
Committee in effect at the time.
5
(c) Stock Appreciation Rights - These are rights that on exercise
entitle the holder to receive the excess of (i) the Fair Market Value of a share
of Common Stock on the date of exercise over (ii) the Fair Market Value on the
date of Grant (the "base value") multiplied by (iii) the number of rights
exercised as determined by the Committee. Stock Appreciation Rights granted
under the Plan may, but need not be, granted in conjunction with an Option under
Paragraph 5(a) or 5(b). The Committee, in the Grant Agreement or by other Plan
rules, may impose such conditions or restrictions on the exercise of Stock
Appreciation Rights as it deems appropriate, and may terminate, amend, or
suspend such Stock Appreciation Rights at any time. No Stock Appreciation Right
granted under this Plan may be exercised less than 6 months or more than 10
years after the date it is granted except in the event of death or disability of
a Participant. To the extent that any Stock Appreciation Right that shall have
become exercisable, but shall not have been exercised or cancelled or, by reason
of any termination of employment, shall have become non-exercisable, it shall be
deemed to have been exercised automatically, without any notice of exercise, on
the last day on which it is exercisable, provided that any conditions or
limitations on its exercise are satisfied (other than (i) notice of exercise and
(ii) exercise or election to exercise during the period prescribed) and the
Stock Appreciation Right shall then have value. Such exercise shall be deemed to
specify that the holder elects to receive cash and that such exercise of a Stock
Appreciation Right shall be effective as of the time of automatic exercise.
(d) Restricted Stock - Restricted Stock is Common Stock delivered to a
Participant with or without payment of consideration with restrictions or
conditions on the Participant's right to transfer or sell such stock; provided
that the price of any Restricted Stock delivered for consideration and not as
bonus stock may not be less than 50% of the Fair Market Value of Common Stock on
the date such Restricted Stock is granted or the price of such Restricted Stock
may be the par value. If a Participant irrevocably elects in writing in the
calendar year preceding a Grant of Restricted Stock, dividends paid on the
Restricted Stock granted may be paid in shares of Restricted Stock equal to the
cash dividend paid on Common Stock. The number of shares of Restricted Stock and
the restrictions or conditions on such shares shall be as the Committee
determines, in the Grant Agreement or by other Plan rules, and the certificate
for the Restricted Stock shall bear evidence of the restrictions or conditions.
No Restricted Stock may have a restriction period of less than 6 months, other
than in the case of death or disability.
(e) Purchase Stock - Purchase Stock refers to shares of Common Stock
offered to a Participant at such price as determined by the Committee, the
acquisition of which will make him eligible to receive under the Plan,
including, but not limited to, Other Stock Options; provided, however, that the
price of such Purchase Stock may not be less than 50% of the Fair Market Value
of the Common Stock on the date such shares of Purchase Stock are offered.
(f) Dividend Equivalent Rights - These are rights to receive cash
payments from the Corporation at the same time and in the same amount as any
cash dividends paid on an equal number of shares of Common Stock to shareholders
of record during the period such rights are effective. The Committee, in the
Grant Agreement or by other Plan rules, may impose such restrictions and
conditions on the Dividend Equivalent Rights, including the date such rights
will terminate, as it deems appropriate, and may terminate, amend, or suspend
such Dividend Equivalent Rights at any time.
6
(g) Performance Units - These are rights to receive at a specified
future date payment in cash of an amount equal to all or a portion of the value
of a unit granted by the Committee. At the time of the Grant, in the Grant
Agreement or by other Plan rules, the Committee must determine the base value of
the unit, the performance factors applicable to the determination of the
ultimate payment value of the unit and the period over which the Corporation's
performance will be measured. These factors must include a minimum performance
standard for the Corporation below which no payment will be made and a maximum
performance level above which no increased payment will be made. The term over
which the Corporation's performance will be measured shall be not less than six
months.
(h) Performance Shares - These are rights to receive at a specified
future date payment in cash or Common Stock, as determined by the Committee, of
an amount equal to all or a portion of the average Fair Market Value for all
days that the Common Stock is traded during the last forty-five (45) days of the
specified period of performance of a specified number of shares of Common Stock
at the end of a specified period based on the Corporation's performance during
the period. At the time of the Grant, the Committee, in the Grant Agreement or
by Plan rules, will determine the factors which will govern the portion of the
rights so payable and the period over which the Corporation's performance will
be measured. The factors will be based on the Corporation's performance and must
include a minimum performance standard for the Corporation below which no
payment will be made and a maximum performance level above which no increased
payment will be made. The term over which the Corporation's performance will be
measured shall be not less than six months. Performance Shares will be granted
for no consideration.
(i) Other Stock-Based Grants - The Committee may make other Grants
under the Plan pursuant to which shares of Common Stock (which may, but need
not, be shares of Restricted Stock pursuant to Paragraph 5(d)) or other equity
securities of the Corporation are or may in the future be acquired, or Grants
denominated in stock units, including ones valued using measures other than
market value. Other Stock-Based Grants may be granted with or without
consideration; provided, however, that the price of any such Grant made for
consideration that provides for the acquisition of shares of Common Stock or
other equity securities of the Corporation may not be less than 50% of the Fair
Market Value of the Common Stock or such other equity securities on the date of
grant of such Grant. Such Other Stock-Based Grants may be made alone, in
addition to or in tandem with any Grant of any type made under the Plan and must
be consistent with the purposes of the Plan.
6. Payment of Option Price for Stock Options
The payment of the option price for all shares purchased pursuant to
the exercise of Stock Options shall be (w) by cash or check in full on the date
of exercise (such cash or check may be delivered on behalf of a Participant by a
stock broker designated by the Corporation to whom the Participant has submitted
an irrevocable notice of election, on forms approved by the Corporation, to sell
shares of Common Stock deliverable upon exercise of a Stock Option), (x) through
the delivery of shares of Common Stock having a Fair Market Value equal to the
full amount of the exercise price, (y) by the withholding by the Corporation
from the shares of Common Stock
7
issuable upon any exercise of the option that number of shares having a Fair
Market Value equal to such exercise price pursuant to a written election
delivered to the Committee prior to the date of exercise, or (z) by a
combination of such methods. The Committee shall determine acceptable methods
for tendering Common Stock and may impose such limitations and prohibitions on
the use of Common Stock to exercise a Stock Option as it deems appropriate.
7. Limitations and Conditions
(a) Subject to adjustment in accordance with Section 9 or 10 hereof, as
of the effective date of this Plan the number of Shares available for issuance
under this Plan shall be 1,510,772, which represents ten percent (10%) of the
total number of Shares outstanding as of the date on which this Plan was
approved by the Board of Directors. As the number of outstanding Shares
increases subsequent to such date (which number shall be determined without
considering as outstanding any Shares that are the subject of any unexercised
options under this Plan or any other option plan of the Company or any Shares
owned by the Company or any of its subsidiaries) the Shares available for
issuance under this plan shall increase proportionately; provided, however, that
the maximum number of Shares for which Incentive Stock Options may be granted
under the Plan shall not exceed 1,000,000 Shares (which number is subject to
adjustment as provided in Section 9 and 10). The number of Shares subject to
Grants under this Plan to any one Participant shall not be more than 750,000
Shares. The number of shares of Common Stock reserved under the Plan shall not
be less than the total number of shares granted, whether exercised or
unexercised for all Grants under the Plan. Unless restricted by applicable law,
Shares related to Grants that are forfeited, terminated, cancelled or expire
unexercised, shall immediately become available for Grants.
(b) No Grants shall be made under the Plan beyond ten years after the
effective date of the Plan, but the terms of Grants made on or before the
expiration of the Plan may extend beyond such expiration. At the time a Grant is
made or amended or the terms or conditions of a Grant are changed, the Committee
may provide for limitations or conditions on such Grant.
(c) Nothing contained herein shall affect the right of the Corporation
to terminate any Participant's employment at any time or for any reason.
(d) Deferrals of Grant payouts may be provided for, at the sole
discretion of the Committee, in the Grant Agreements.
(e) Except as otherwise prescribed by the Committee, the amounts of the
Grants for any employee of a Affiliate, along with interest, dividend, and other
expenses accrued on deferred Grants, shall be charged to the Participant's
employer during the period for which the Grant is made. If the Participant is
employed by more than one Affiliates or by both the Corporation and an Affiliate
during the period for which the Grant is made, the Participant's Grant and
related expenses will be allocated between the companies employing the
Participant in a manner prescribed by the Committee.
8
(f) Other than as specifically provided with regard to the death of a
Participant, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to do so shall be void. No such benefit shall, prior to
receipt thereof by the Participant, be in any manner liable for or subject to
the debts, contracts, liabilities, engagements, or torts of the Participant.
(g) Participants shall not be, and shall not have any of the rights or
privileges of, stockholders of the Corporation in respect of any Shares
purchasable in connection with any Grant unless and until certificates
representing any such Shares have been issued by the Corporation to such
Participants.
(h) No election as to benefits or exercise of Stock Options, Stock
Appreciation Rights, or other rights may be made during a Participant's lifetime
by anyone other than the Participant except by a legal representative appointed
for or by the Participant.
(i) Absent express provisions to the contrary, any grant under this
Plan shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Corporation or its Subsidiaries
and shall not affect any benefits under any other benefit plan of any kind now
or subsequently in effect under which the availability or amount of benefits is
related to level of compensation. This Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.
(j) Unless the Committee determines otherwise, no benefit or promise
under the Plan shall be secured by any specific assets of the Corporation or any
of its Subsidiaries, nor shall any assets of the Corporation or any of its
Subsidiaries be designated as attributable or allocated to the satisfaction of
the Corporation's obligations under the Plan.
8. Transfers and Leaves of Absence
For purposes of the Plan, unless the Committee determines otherwise:
(a) a transfer of a Participant's employment without an intervening period of
separation among the Corporation and any Affiliate shall not be deemed a
termination of employment, and (b) a Participant who is granted in writing a
leave of absence shall be deemed to have remained in the employ of the
Corporation during such leave of absence.
9. Adjustments
In the event of any change in the outstanding Common Stock by reason of
a stock split, spin-off, stock dividend, stock combination or reclassification,
recapitalization or merger, Change of Control or similar event, or as required
under any Grant Agreement, the Committee may adjust appropriately the number of
Shares subject to the Plan and available for or covered by Grants and Share
prices related to outstanding Grants and make such other revisions to
outstanding Grants as it deems are equitably required.
9
10. Merger, Consolidation, Exchange,
Acquisition, Liquidation or Dissolution
In its absolute discretion, and on such terms and conditions as it
deems appropriate, coincident with or after the grant of any Stock Option or any
Stock-Based Grant, the Committee may provide, with respect to the merger or
consolidation of the Corporation into another corporation, the exchange of all
or substantially all of the assets of the Corporation for the securities of
another corporation, a Change of Control or the recapitalization,
reclassification, liquidation or dissolution of the Corporation, either a) that
such Stock Option or Stock-Based Grant cannot be exercised after such event, in
which case the Committee shall also provide, either by the terms of such Stock
Option or Stock-Based Grant or by a resolution adopted prior to the occurrence
of such event, that for some period of time prior to such event, such Stock
Option or Stock-Based Grant shall be exercisable as to all shares subject
thereto which are exercisable or, by virtue of the event, become exercisable,
notwithstanding anything to the contrary herein (but subject to the provisions
of Paragraph 7(b)) and that, upon the occurrence of such event, such Stock
Option or Stock-Based Grant shall terminate and be of no further force or
effect; or b) that even if the Stock Option or Stock-Based Grant shall remain
exercisable after such event, from and after such event, any such Stock Option
or Stock-Based Grant shall be exercisable only for the kind and amount of
securities and/or other property, or the cash equivalent thereof, receivable as
a result of such event by the holder of a number of shares of stock for which
such Stock Option or Stock-Based Grant could have been exercised immediately
prior to such event.
In addition, in the event of a Change of Control, the
Committee may, in its absolute discretion and on such terms and conditions as it
deems appropriate, provide, either by the terms of such Stock Option or
Stock-Based Grant or by a resolution adopted prior to the occurrence of the
Change of Control, that such Stock Option or Stock-Based Grant shall be
exercisable as to all or any portion of the shares subject thereto,
notwithstanding anything to the contrary herein (but subject to the provisions
of Paragraph 7(b)).
11. Amendment and Termination
The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with
this Plan provided that, except for adjustments under Paragraph 9 or 10 hereof,
no such action shall modify such Grant in a manner adverse to the Participant
without the Participant's consent except as such modification is provided for or
contemplated in the terms of the Grant.
The Board of Directors may amend, suspend or terminate the Plan except
that no such action, other than an action under Paragraph 9 or 10 hereof, may be
taken which would, without shareholder approval (but only if such approval is
necessary for exemption under Section 16(b) of the Exchange Act), increase the
aggregate number of Shares available for Grants under the Plan, decrease the
price of outstanding Options or Stock Appreciation Rights, change the
requirements relating to the Committee or extend the term of the Plan.
10
12. Withholding Taxes
The Corporation shall have the right to deduct from any cash payment
made under the Plan any federal, state or local income or other taxes required
by law to be withheld with respect to such payment. It shall be a condition to
the obligation of the Corporation to deliver shares upon the exercise of a Stock
Option or Stock Appreciation Right, upon payment of Performance units or shares,
upon delivery of Restricted Stock or upon exercise, settlement or payment of any
Other Stock-Based Grant that the Participant pay to the Corporation such amount
as may be requested by the Corporation for the purpose of satisfying any
liability for such withholding taxes. Any Grant Agreement may provide that the
Participant may elect, in accordance with any conditions set forth in such Grant
Agreement, to pay a portion or all of such withholding taxes in shares of Common
Stock.
13. Effective Date and Termination Dates
The Plan shall be effective on and as of the date of its approval by
the stockholders of the Corporation and shall terminate ten years later, subject
to earlier termination by the Board of Directors pursuant to Paragraph 11;
provided, however, that any payment under the Plan which would constitute a
"parachute payment" under section 280G of the Code must be approved by a vote of
75% of the Corporation's stockholders to be effective.
1
EXHIBIT 4.2
DOMAIN ENERGY CORPORATION
1997 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
1. PURPOSES
Domain Energy Corporation, a Delaware corporation (the "Company"),
desires to attract and retain the services of outstanding nonemployee directors
by affording them an opportunity to acquire a proprietary interest in the
Company through automatic, non-discretionary awards of options ("Options")
exercisable to purchase shares of Common Stock (as defined below), and thus to
create in such directors an increased interest in and a greater concern for the
welfare of the Company and its subsidiaries.
The Options offered pursuant to this Domain Energy Corporation 1997
Stock Option Plan for Nonemployee Directors (the "Plan") are a matter of
separate inducement and are not in lieu of any other compensation for the
services of any director.
The Options granted under the Plan are intended to be options that do
not meet the requirements for incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
As used in the Plan, the term "subsidiary corporation" shall mean a
corporation coming within the definition of such term contained in Section
424(f) of the Code.
2. STOCK SUBJECT TO THE PLAN
Options granted under the Plan shall be exercisable for shares of the
Company's common stock, par value $.01 per share ("Common Stock").
The total number of shares of Common Stock authorized for issuance
under the Plan upon the exercise of Options (the "Shares"), shall not exceed, in
the aggregate, 50,010 of the currently authorized shares of Common Stock of the
Company, such number to be subject to adjustment in accordance with Section 13
of the Plan.
Shares available for issuance under the Plan may be either authorized
but unissued Shares, Shares of issued stock held in the Company's treasury, or
both, at the discretion of the Company. If and to the extent that Options
granted under the Plan expire or terminate without having been exercised, the
Shares covered by such
2
expired or terminated Options may again be subject to an Option under the Plan.
3. EFFECTIVE DATE AND TERM OF THE PLAN
The Plan shall become effective at 10:00 a.m., Houston time, on June
27, 1997 (the "Effective Date"). The Plan shall terminate at the close of
business on June 27, 2007 (the "Termination Date"), unless sooner terminated in
accordance with its terms.
4. ADMINISTRATION
The Plan shall be administered by the Board of Directors of the Company
(the "Board of Directors"), which may designate from among its members a
committee to exercise all power and authority of the Board of Directors at any
time and from time to time to administer the Plan. (References herein to the
Board of Directors shall be deemed to include references to any such committee,
except as the context otherwise requires.) Subject to the express provisions of
the Plan, the Board of Directors shall have authority to construe the Plan and
the Options granted hereunder, to prescribe, amend and rescind rules and
regulations relating to the Plan and to make all other ministerial
determinations necessary or advisable for administering the Plan. However, the
timing of grants of Options under the Plan and the determination of the amounts
and prices of such Options shall be effected automatically in accordance with
the terms and provisions of the Plan without further action by the Board of
Directors.
The determination of the Board of Directors on matters referred to in
this Section 4 shall be conclusive.
5. ELIGIBILITY
Each member of the Board of Directors who is not an employee of the
Company or any subsidiary corporation of the Company shall be eligible to be
granted Options under the Plan ("Eligible Directors").
6. OPTION GRANTS
On the Effective Date, each Eligible Director then in office shall
automatically be granted an Option to purchase 4,002 Shares (subject to
adjustment as provided in Section 13). Future Eligible Directors shall
automatically be granted an Option to purchase 4,002 Shares (subject to
adjustment as provided in Section 13) upon their initial appointment or election
to the Board of Directors. On the date of the annual meeting of stockholders of
the Company which takes place during the calendar year in which the first
anniversary of the Final Vesting Date (as defined below) of an
3
Option occurs, the holder of such Option shall automatically be granted an
Option to purchase 3,000 Shares (subject to adjustment as provided in Section
13), provided such holder is an Eligible Director in office immediately
following such annual meeting. Each Option granted to an Eligible Director
pursuant to the Plan shall be evidenced by a written agreement between the
Company and such Eligible Director substantially in the form of Exhibit A hereto
(each such agreement, a "Grant Agreement"). Any Eligible Director entitled to
receive an Option grant pursuant to the Plan may elect to decline the Option.
7. OPTION PRICE AND PAYMENT
The price for each Share purchasable upon exercise of any Option
granted hereunder shall be an amount equal to the fair market value per Share on
the date of grant. For purposes of the Plan, fair market value per share with
respect to any date of determination, means:
(I) if the Shares are listed or admitted to trading
on a national securities exchange in the United States or
reported through the National Association of Securities
Dealers Automated Quotation System-National Market System
("NASDAQ-NMS"), then the closing sale price on such exchange
or NASDAQ-NMS on such date or, if no trading occurred or
quotations were available on such date, then on the closest
preceding date on which the Shares were traded or quoted; or
(II) if not so listed or reported but a regular,
active public market for the Shares exists (as determined in
the sole discretion of the Board of Directors, whose decision
shall be conclusive and binding), then the average of the
closing bid and ask quotations per Share in the
over-the-counter market for such Shares in the United States
on such date or, if no such quotations are available on such
date, then on the closest date preceding such date. For
purposes of the foregoing, a market in which trading is
sporadic and the ask quotations generally exceed the bid
quotations by more than 15% shall not be deemed to be a
"regular, active public market."
If the Board of Directors determines that a regular, active public
market does not exist for the Shares, the Board of Directors shall determine the
fair market value of the Shares in its good faith judgment based on the total
number of shares of Common Stock then outstanding, taking into account all
outstanding options, warrants, rights or other securities exercisable or
exchangeable for, or convertible into, shares of Common Stock.
4
The payment of the option price for all Shares purchased pursuant to
the exercise of an Option shall be (w) by cash or check in full on the date of
exercise (such cash or check may be delivered on behalf of a holder of an option
by a stock broker designated by the Company to whom such holder has submitted an
irrevocable notice of election, on forms approved by the Company, to sell shares
of Common Stock deliverable upon exercise of an Option), (x) through the
delivery of shares of Common Stock having a fair market value equal to the full
amount of the exercise price, (y) by the withholding by the Company from the
Shares issuable upon any exercise of the Option that number of Shares having a
fair market value equal to such exercise price pursuant to a written election
delivered to the Board of Directors prior to the date of exercise, or (z) by a
combination of such methods. The Board of Directors shall determine acceptable
methods for tendering Common Stock and may impose such limitations and
prohibitions on the use of Common Stock to exercise an Option as it deems
appropriate. The fair market value per share of shares of Common Stock so
delivered or withheld shall be determined as of the date immediately preceding
the date on which the Option is exercised, or as may be required in order to
comply with or conform to the requirements of any applicable laws or
regulations.
8. TERMS OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE
Any Option granted to an Eligible Director shall be exercisable, on a
cumulative basis, for a period commencing on the date of grant and ending ten
(10) years after the date of grant of such Option as follows:
(a) up to one third of the total number of Shares subject to an Option
may be purchased as of the date of grant of an Option;
(b) up to an additional one third of the total number of Shares subject
to an Option may be purchased as of the date of the annual meeting of
stockholders of the Company in the year following the year in which the Option
was granted ("Second Vesting Date"), provided that such holder is an Eligible
Director immediately following such annual meeting; and
(c) the balance of the total number of Shares subject to an Option may
be purchased as of the date of the annual meeting of stockholders of the Company
next following the Second Vesting Date (the "Final Vesting Date"), provided such
holder is an Eligible Director immediately following such annual meeting.
To the extent that an Option is not exercised within the period of
exercisability specified therein, it shall expire as to the then unexercised
part.
5
In no event shall an Option granted hereunder be exercised for a
fraction of a Share or for less than one hundred (100) Shares (unless the number
purchased is the total balance for which the Option is then exercisable).
A person entitled to receive Shares upon the exercise of an Option
shall not have the rights of a stockholder with respect to such Shares until the
date of issuance of a stock certificate to him or her for such Shares; provided,
however, that until such stock certificate is issued, any holder of an Option
using previously acquired shares of Common Stock in payment of an option
exercise price shall continue to have the rights of a stockholder with respect
to such previously acquired shares of Common Stock.
9. TERMINATION OF DIRECTORSHIP
If an Eligible Director's service as a director of the Company is
terminated, any Option previously granted to such Eligible Director shall, to
the extent not theretofore exercised, terminate and become null and void;
provided, however, that:
(a) if an Eligible Director holding an outstanding
Option dies, including during either the three (3) month or one (1)
year period, whichever is applicable, specified in clause (b)
immediately below, such Option shall, to the extent exercisable on the
date of death and not theretofore exercised, remain exercisable for one
(1) year after such Eligible Director's death, by such Eligible
Director's legatee, distributee, guardian or legal or personal
representative; and
(b) if the service of an Eligible Director holding an
outstanding Option is terminated by reason of (i) such Eligible
Director's disability (as described in Section 22(e)(3) of the Code),
(ii) voluntary retirement from service as a director of the Company or
(iii) failure of the Company to nominate for re-election such Eligible
Director who is otherwise eligible, except if such failure to nominate
for re-election is due to any act of (A) fraud or intentional
misrepresentation or (B) embezzlement, misappropriation or conversion
of assets or opportunities of the Company or any subsidiary corporation
or parent corporation of the Company (in which case, such Option shall
terminate and no longer be exercisable), such Option shall, to the
extent exercisable on the date of such termination and not therefore
exercised, remain exercisable at any time up to and including (X) three
(3) months after the date of such termination of service in the case of
termination by reason of voluntary retirement or failure of the Company
to nominate for re-election such Eligible Director who is otherwise
eligible, subject to the
6
above exceptions thereto stated in this clause (b), and (Y) one (1)
year after the date of termination of service in the case of
termination by reason of disability.
None of the events described above shall extend the period of
exercisability of an Option beyond the expiration date thereof. If an Option
granted hereunder shall be exercised by the legal representative of a deceased
Eligible Director or former Eligible Director, or by a person who acquired an
Option granted hereunder by bequest or inheritance or by reason of the death of
any Eligible Director or former Eligible Director, written notice of such
exercise shall be accompanied by a certified copy of letters testamentary or
equivalent proof of the right of such legal representative or other person to
exercise such Option.
10. EXERCISE OF OPTIONS
Options granted under the Plan, or any exercisable portion thereof, may
be exercised solely by delivering to the Secretary of the Company all of the
following prior to the time when the Option or such portion becomes
unexercisable under Sections 8 or 9:
(a) Notice in writing signed by the optionee or the other
person then entitled to exercise the Option or portion thereof, stating
that the Option or portion thereof is thereby exercised, such notice
complying with all applicable rules established by the Board of
Directors;
(b) Payment for the shares with respect to which such Option
or portion thereof is exercised (i) by cash or check on the date of
exercise (such cash or check may be delivered on behalf of a optionee
by a stock broker designated by the Company to whom the optionee has
submitted an irrevocable notice of election, on forms approved by the
Company, to sell shares of Common Stock deliverable upon exercise of an
Option), (ii) through the delivery of shares of Common Stock having a
fair market value equal to the full amount of the exercise price, (iii)
by the withholding by the Company from the shares of Common Stock
issuable upon any exercise of the Option that number of shares having a
fair market value equal to such exercise price pursuant to a written
election delivered to the Board of Directors prior to the date of
exercise, or (iv) by a combination of such methods;
(c) A written representation and agreement (which may be
included within the applicable Grant Agreement), in a form satisfactory
to the Board of Directors, signed by the optionee or other person then
entitled to exercise such Option or portion thereof, stating that the
shares of stock are being acquired for his own account, for investment
and without any
7
present intention of distributing or reselling said shares or any of
them except as may be permitted under the Securities Act of 1933, as
amended (the "Act"), and the applicable rules and regulations
thereunder, and that the optionee or other person then entitled to
exercise such Option or portion thereof will indemnify the Company
against and hold it free and harmless from any loss, damage, expense or
liability resulting to the Company if any sale or distribution of the
shares by such person is contrary to the representation and agreement
referred to above; provided, however, that the Board of Directors may,
in its absolute discretion, take whatever additional actions it deems
appropriate to ensure the observance and performance of such
representation and agreement and to effect compliance with the Act and
any other federal or state securities laws or regulations;
(d) Full payment to the Company of all amounts which, under
federal, state or local law, it is required to withhold upon exercise
of the Option, which payment shall be (i) by cash or check or (ii) by
electing, pursuant to a written notice delivered to the Board of
Directors prior to the date of exercise, to have shares of Common Stock
(having an aggregate fair market value on the date of exercise
sufficient to satisfy the applicable tax withholding requirements)
withheld from the shares deliverable upon such exercise; and
(e) In the event the Option or portion thereof shall be
exercised pursuant to Section 9 by any person or persons other than the
optionee, appropriate proof of the right of such person or persons to
exercise the Option.
Without limiting the generality of the foregoing, the Board of Directors may
require an opinion of counsel acceptable to it to the effect that any subsequent
transfer of shares acquired on exercise of an Option does not violate the Act,
and may issue stop-transfer orders covering such shares. Share certificates
evidencing stock issued on exercise of this Option shall bear an appropriate
legend referring to the provisions of subsection (c) above and the agreements
herein. The written representation and agreement referred to in subsection (c)
above shall, however, not be required if the shares to be issued pursuant to
such exercise have been registered under the Act, and such registration is then
effective in respect of such shares.
11. USE OF PROCEEDS
The cash proceeds of the sale of Shares subject to the Options granted
hereunder are to be added to the general funds of the Company and used for its
general corporate purposes as the Board of Directors shall determine.
8
12. NON-TRANSFERABILITY OF OPTIONS
An Option granted hereunder shall not be transferable, whether by
operation of law or otherwise, other than by will or the laws of descent and
distribution, and any Option granted hereunder shall be exercisable, during the
lifetime of such holder, only by such holder. Except to the extent provided
above, Options may not be assigned, transferred, pledged, hypothecated or
disposed of in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process.
13. ADJUSTMENTS
In the event of any change in the outstanding Common Stock by reason of
a stock split, spin-off, stock dividend, stock combination or reclassification,
recapitalization or merger, Change of Control (as defined below) or similar
event, or as required under any Grant Agreement, the Board of Directors may
adjust appropriately the number of Shares subject to the Plan and available for
or covered by each outstanding Option and make such other revisions to
outstanding Options as it deems are equitably required.
14. MERGER, CONSOLIDATION, EXCHANGE, ACQUISITION, LIQUIDATION OR
DISSOLUTION
In its absolute discretion, and on such terms and conditions as it
deems appropriate, coincident with or after the grant of any Option, the Board
of Directors may provide, with respect to the merger or consolidation of the
Company into another corporation, the exchange of all or substantially all of
the assets of the Company for the securities of another corporation, a Change of
Control or the recapitalization, reclassification, liquidation or dissolution of
the Company, either (a) that such Option cannot be exercised after such event,
in which case the Board of Directors shall also provide, either by the terms of
such Option or by a resolution adopted prior to the occurrence of such event,
that for some period of time prior to such event, such Option shall be
exercisable as to all Shares subject thereto which are exercisable or, by virtue
of the event, become exercisable, notwithstanding anything to the contrary
herein (but subject to the expiration thereof pursuant to Sections 8 and 9
hereof) and that, upon the occurrence of such event, such Option shall terminate
and be of no further force or effect; or (b) that even if the Option shall
remain exercisable after such event, from and after such event, any such Option
shall be exercisable only for the kind and amount of securities and/or other
property, or the cash equivalent thereof, receivable as a result of such event
by the holder of a number of shares of stock for which such Option could have
been exercised immediately prior to such event.
9
In addition, in the event of a Change of Control, the Board of
Directors may, in its absolute discretion and on such terms and conditions as it
deems appropriate, provide, either by the terms of such Option or by a
resolution adopted prior to the occurrence of the Change of Control, that such
Option shall be exercisable as to all or any portion of the shares subject
thereto, notwithstanding anything to the contrary herein (but subject to the
expiration thereof pursuant to Sections 8 and 9 hereof).
As used in the Plan, the following words shall have the following
meanings:
(a) "Change of Control" shall mean the occurrence of either (x) the
purchase or other acquisition by any person, entity or group (within the meaning
of section 13(d) of 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any comparable successor provisions) of persons or
entities (a "Group"), other than the FRC Entities, of (i) ownership of fifty
percent (50%) or more of the combined voting power of the Company's then
outstanding voting securities entitled to vote generally or (ii) all or
substantially all of the direct and indirect assets of the Company and its
subsidiaries or (y) any merger, consolidation, reorganization or other business
combination of the Company with or into any other entity which results in a
person, entity or Group other than the FRC Entities owning fifty percent (50%)
or more of the combined voting power of the surviving or resulting corporation's
then outstanding voting securities entitled to vote generally; and
(b) "FRC Entities" shall mean investment funds or other entities for
which First Reserve Corporation acts as a general and/or managing partner or in
respect of which First Reserve Corporation provides investment advice, either
directly or through entities controlled by it.
15. RIGHT TO TERMINATE SERVICE
The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the service of
any Eligible Director holding Options and shall not impose any obligation on the
part of any Eligible Director holding Options to remain in the service of the
Company or of any subsidiary corporation or parent corporation thereof.
16. ISSUANCE OF STOCK CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES
Upon any exercise of an Option granted hereunder and payment of the
purchase price therefor, a certificate or certificates representing the Shares
shall be issued by the Company in the name
10
of the person exercising the Option and shall be delivered to or upon the order
of such person.
The Company may endorse such legend or legends upon the certificates
for Shares issued pursuant to the Plan and may issue such "stop transfer"
instructions to its transfer agent in respect of such Shares as the Board of
Directors, in its sole discretion, determines to be necessary or appropriate to
(a) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act or (b) implement the provisions of the Plan
and any agreement between the Company and the optionee with respect to such
Shares.
The Company shall pay all issue or transfer taxes with respect to the
issuance or transfer of Shares. All Shares issued as provided herein shall be
fully paid and nonassessable to the extent permitted by law.
17. WITHHOLDING TAXES
The Company may require an Eligible Director exercising an Option to
pay to the Company, upon its demand, such amount as may be requested by the
Company for the purpose of satisfying any liability to withhold federal, state,
local or foreign income or other taxes. If the amount requested is not paid, the
Company shall have no obligation to issue, and the Eligible Director shall have
no right to receive, the Shares subject to such Option.
18. LISTING OF SHARES AND RELATED MATTERS
If at any time the Board of Directors shall determine that the listing,
registration or qualification of the Shares subject to such Option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory authority, is necessary or desirable as a condition
of, or in connection with, the granting of an Option, or the issuance of Shares
thereunder, such Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board of
Directors.
19. AMENDMENT OF THE PLAN
The Board of Directors may, from time to time, amend the Plan;
provided, however, that (i) no amendment shall become effective without the
approval of the stockholders of the Company to the extent that stockholder
approval is required in order to comply with Rule 16b-3 (or any successor
provision) under the Exchange Act and (ii) if required in order to comply with
Rule 16b-3 under the Exchange Act, no provision of the Plan addressing
eligibility to
11
participate in the Plan or the amount, price or timing of Options to be granted
under the Plan may be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act of
1974, as amended, or the rules promulgated thereunder. The rights and
obligations under any Option granted before amendment of the Plan or any
unexercised portion of such Option shall not be adversely affected by amendment
of the Plan or the Option without the consent of the holder of such Option.
20. TERMINATION OR SUSPENSION OF THE PLAN
The Board of Directors may at any time suspend or terminate the Plan.
Options may not be granted while the Plan is suspended or after it is
terminated. Rights and obligations under any Option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except upon the consent of the person to whom the Option was granted. The
ministerial power of the Board of Directors to construe and administer any
Options under Section 4 that are granted prior to the termination or suspension
of the Plan shall continue after such termination or during such suspension.
21. PARTIAL INVALIDITY
The invalidity or illegality of any provision herein shall not be
deemed to affect the validity of any other provision.
1
EXHIBIT 5.1
August 28 , 1998
Range Resources Corporation
500 Throckmorton Street
Fort Worth, Texas 76102
Gentlemen:
We have acted as counsel to Range Resources Corporation, a Delaware
corporation and formerly Lomak Petroleum, Inc. (the "Company"), in connection
with the preparation and filing by the Company of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to the proposed issuance of up to 1,163,005 shares (the
"Shares") of the common stock, par value $.01 per share, of the Company pursuant
to the Second Amended and Restated 1996 Stock Purchase and Option Plan for Key
Employees of Domain Energy Corporation and Affiliates (the "1996 Plan") and the
Domain Energy Corporation 1997 Stock Option Plan for Nonemployee Directors (the
"Director Plan" and, together with the 1996 Plan, the "Plans"). The Plans were
assumed by the Company on August 25, 1998 in connection with the merger of a
wholly-owned subsidiary of the Company with and into Domain Energy Corporation,
which survived the merger as "Range Energy Corporation, " a wholly-owned
subsidiary of the Company ("Domain").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Amended and Restated
Certificate of Incorporation of the Company, the Certificate of Incorporation of
Domain, the Plans, the form of Amended and Restated Non-Qualified Stock Option
Agreement for the 1996 Plan (the "1996 Agreement"), the form of Letter Agreement
for the Director Plan (the "Director Agreement" and, together with the 1996
Agreement, the "Agreements"), the Agreement and Plan of Merger dated May 12,
1998, as amended, among the Company, Domain and DEC Acquisition, Inc., the
resolutions adopted by the Board of Directors of the Company authorizing the
issuance of the Shares pursuant to the Plans (the "Resolutions") and such
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.
2
Range Resources Corporation
August 28, 1998
Page 2
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Shares have been duly authorized and,
when issued and delivered to the Participants (as defined in the 1996 Plan) and
Eligible Directors (as defined in the Director Plan), in accordance with the
terms of the Plans and the Agreements, will be validly issued, fully paid and
non-assessable.
The opinion expressed herein is limited to the corporate laws of the
State of Delaware, and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction. We hereby consent
to the filing of this opinion as an exhibit to the Registration Statement.
/s/ Vinson & Elkins L.L.P.
1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated February 16, 1998 (and to all references to our Firm) included in
or made part of this Registration Statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Cleveland, Ohio,
August 28, 1998.
