-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VnFlmLKTXWthVKmC9fNt5OcnfI6E96FraNfvm5+ieBSth+2JyooLB5g56pIsO8ad PPPjAZAJmDqvQGEkWvdSCg== /in/edgar/work/20000911/0000899243-00-002068/0000899243-00-002068.txt : 20000922 0000899243-00-002068.hdr.sgml : 20000922 ACCESSION NUMBER: 0000899243-00-002068 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000911 EFFECTIVENESS DATE: 20000911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS RESOURCES INC CENTRAL INDEX KEY: 0000350426 STANDARD INDUSTRIAL CLASSIFICATION: [5172 ] IRS NUMBER: 132898764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45562 FILM NUMBER: 720739 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: STE 700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136541414 MAIL ADDRESS: STREET 1: 1600 SMITH STREET STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77002 S-8 1 0001.txt OFFICER STOCK OPTIONS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 2000 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- PLAINS RESOURCES INC. (Exact name of registrant as specified in its charter) DELAWARE 13-2898764 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 500 DALLAS, SUITE 700 HOUSTON, TEXAS 77002 (713) 654-1414 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------- OFFICER STOCK OPTIONS (full title of the plan) TIM MOORE VICE PRESIDENT AND GENERAL COUNSEL PLAINS RESOURCES INC. 500 DALLAS, SUITE 700 HOUSTON, TEXAS 77002 (713) 654-1414 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------- COPY TO: JOHN A. WATSON FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010-3095 (713) 651-5151 ------------- CALCULATION OF REGISTRATION FEE ============================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION SECURITIES TO BE REGISTERED (1) (2) (2) FEE - -------------------------------------------------------------------------------------------------------------- Common Stock, par value $.10 per share 68,000 shares $18 1/8 $1,194,275 $316 ==============================================================================================================
(1) There are also registered hereby such indeterminate number of shares of common stock as may become issuable by reason of the anti-dilution provisions of the plan. (2) Pursuant to Rule 457(h), the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average high and low sales prices of the Common Stock as reported by the American Stock Exchange on September 7, 2000, which was $18 1/8. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. We hereby incorporate by reference in this Registration Statement the following documents: (a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 1999. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Act of 1934, (the "Exchange Act"), since the fiscal year ended December 31, 1995. (c) The description of our common stock, $0.10 par value (the "Common Stock"), contained in a registration statement on Form 8-A filed pursuant to the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, is hereby deemed to be incorporated by reference in this Registration Statement and a part hereof from the date of the filing of such documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. EXPERTS The consolidated financial statements and schedules incorporated in this Registration Statement by reference to our Annual Report on Form 10-K for the year ended December 31, 1999, have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. RESERVE ENGINEERS Information relating to the estimated quantities of proved reserves of oil and gas and the related estimates of future net revenues and present values thereof for certain periods, included in our Annual Report on Form 10-K for the year ended December 31, 1999, as well as in the Notes to our Consolidated Financial Statements in such Annual Report, have been prepared by Netherland, Sewell & Associates, Inc., H. J. Gruy and Associates, Inc., and Ryder Scott Company, independent petroleum engineers, and are incorporated herein in reliance upon the authority of said firms as experts in petroleum engineering. LEGAL MATTERS The validity of the issuance of the shares of Common Stock registered hereby will be passed upon by Tim Moore, Esq., our Vice President and General Counsel. Mr. Moore beneficially owns no shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article Tenth of our Second Restated Certificate of Incorporation provides that we shall indemnify to the full extent authorized or permitted by law any person made, or threatened to be made, a party to any action, suit or proceeding (whether civil, criminal or otherwise) by reason of fact that he, his testator or intestate, is or was one of our directors or officers or by reason of the fact that such director or officer, at our request, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. The rights to indemnification set forth above are not exclusive of any other rights to which such person may be entitled under any statute, provision of our Second Restated Certificate of Incorporation or bylaws, agreements, vote of stockholders or disinterested directors or otherwise. Additionally, Article VIII of our Bylaws provides for mandatory indemnification to at least the extent specifically allowed by Section 145 of the General Corporation Law of the State of Delaware (the "GCL"). The Bylaws generally follow the language of Section 145 of the GCL, but in addition specify that any director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under the Bylaws, notwithstanding any contrary determination denying indemnification made by our board of directors, by independent legal counsel, or by the stockholders, and notwithstanding the absence of any determination with respect to indemnification. The Bylaws also specify certain circumstances in which a finding is II-1 required that the person seeking indemnification acted in good faith, for purposes of determining whether indemnification is available. Under the Bylaws, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on our records or books of account or those of another enterprise, or on information supplied to him by our officers or those of another enterprise in the course of their duties, or on the advice of our legal counsel or that of another enterprise or on information or records given or reports made to us or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by us or another enterprise. Pursuant to Section 145 of the GCL, we generally have the power to indemnify our current and former directors, officers, employees and agents against expenses and liabilities incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, our best interests, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in our right, however, indemnification is generally limited to attorneys' fees and other expenses and is not available if such person is adjudged to be liable to us unless the court determines that indemnification is appropriate. The statute expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. We also have the power to purchase and maintain insurance for such persons. The above discussion of our Second Restated Certificate of Incorporation and Bylaws, and Section 145 of the GCL is not intended to be exhaustive and is qualified in its entirety by each of such documents and such statute. We have entered into employment agreements containing indemnification provisions with Mr. Greg L. Armstrong, our President and Chief Executive Officer and Harry N. Pefanis, our Executive Vice President - Midstream. Pursuant to such agreements, we have agreed to indemnify and hold them harmless to the fullest extent permitted by law, from any loss, damage or liability incurred in the course of their employment. The amount paid by us is reducible by the amount of insurance paid to or on their behalf with respect to any event giving rise to indemnification. Their right to indemnification is to survive their death or termination of employment and the termination of their employment agreement. Our board of directors has also authorized an employment agreement with Mr. William C. Egg, Jr., our Executive Vice President and Chief Operating Officer - Upstream, which, as authorized, will have indemnification provisions substantially the same as Messrs. Armstrong's and Pefanis' agreements described above. ITEM 8. EXHIBITS 4.1 - Form of Stock Option Agreement. 4.2 - Form of Stock Option Agreement. 5 - Opinion of Tim Moore, Esq. regarding legality of securities being registered. 23.1 - Consent of PricewaterhouseCoopers LLP. 23.2 - Consent of Netherland, Sewell & Associates, Inc. 23.3 - Consent of H. J. Gruy and Associates, Inc. 23.4 - Consent of Ryder Scott Company. 23.5 - Consent of Tim Moore, Esq. (contained in Exhibit 5 hereto). 24 - Power of attorney (contained on page II-4 hereof). II-2 ITEM 9. UNDERTAKINGS We hereby undertake: (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 this Registration Statement (or the most recent post- effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided however, that paragraphs (i) and (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 us pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose 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 herein, 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 that remain unsold at the termination of the offering. We hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange 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 us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we 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 of 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. II-3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Phillip D. Kramer and Tim Moore, and each of them, either one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof. 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 a 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 Houston, State of Texas, on September 11, 2000. PLAINS RESOURCES INC. By: /s/ GREG L. ARMSTRONG ----------------------------------- Greg L. Armstrong, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities indicated on September 11, 2000. SIGNATURE CAPACITY - --------- --------- /s/ GREG L. ARMSTRONG President, Chief Executive Officer and Director - ------------------------ (Principal Executive Officer) Greg L. Armstrong /s/ JERRY L. DEES Director - ------------------------ Jerry L. Dees /s/ TOM H. DELIMITROS Director - ------------------------ Tom H. Delimitros /s/ CYNTHIA A. FEEBACK Vice President - Accounting and Assistant - ------------------------ Treasurer (Principal Accounting Officer) Cynthia A. Feeback II-4 SIGNATURE CAPACITY - --------- --------- /s/ WILLIAM M. HITCHCOCK Director - ------------------------ William M. Hitchcock /s/ PHILLIP D. KRAMER Executive Vice President, Treasurer and Chief - ------------------------ Financial Officer (Principal Financial Officer) Phillip D. Kramer /s/ DAN M. KRAUSSE Chairman of the Board and Director - ------------------------ Dan M. Krausse /s/ JOHN H. LOLLAR Director - ------------------------ John H. Lollar /s/ ROBERT V. SINNOTT Director - ------------------------ Robert V. Sinnott /s/ J. TAFT SYMONDS Director - ------------------------ J. Taft Symonds II-5 EX-4.1 2 0002.txt FORM OF STOCK OPTION AGREEMENT EXHIBIT 4.1 STOCK OPTION AGREEMENT THIS AGREEMENT, made as of ______ __, 2000 (the "Grant Date") between Plains Resources Inc., a Delaware corporation (the "Company"), and _____________ (the "Optionee") for the option to purchase shares of the Company's common stock, $.10 per share par value ("Common Stock"). NOW THEREFORE, the parties hereto agree as follows: 1. Grant of Option. --------------- The Company hereby grants to the Optionee the right and option (the "Option") to purchase, from time to time, all or any part of an aggregate of ________ whole shares of Common Stock (the "Option Shares") subject to, and in accordance with, the terms and provisions set forth in this Agreement. 2. Exercise Price. -------------- The price at which the Optionee shall be entitled to purchase the Option Shares upon the exercise of the Option shall be $__.__ per share (the "Exercise Price"), subject to adjustment from time to time in accordance with the terms and provisions of this Agreement. 3. Exercise Term. ------------- The Option shall be exercisable to the extent and in the manner provided herein for a period of five (5) years from the Grant Date (the "Exercise Term"): provided, however, that the Option may be earlier terminated as provided in Paragraph 7 hereof. 4. Exercisability of Option. ------------------------- Unless otherwise provided in this Agreement, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, 25% of the total number of Option Shares covered by the Option as of the Grant Date, and an additional 25% of the total number of Option Shares covered by the Option on each of the first, second and third anniversaries of the Grant Date, and each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term; provided, however, that no Option Shares may be purchased hereunder prior to approval of the Option Shares for listing on the American Stock Exchange. 5. Manner of Exercise and Payment. ------------------------------ 5.1 Subject to the terms and conditions of this Agreement, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Option Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. Such person or persons shall deliver this Agreement to the Secretary of the Company, who shall endorse thereon a notation of such exercise. 5.2 The notice of exercise shall be accompanied by the full purchase price for the Option Shares in respect of which the Option is being exercised, (i) in cash, (ii) by check or (iii) by transferring shares of Common Stock to the Company (other than shares held by the Optionee for less than 6 months prior to the date of exercise) the number of which shares shall be determined by dividing the full purchase price for the Option Shares in respect of which the Option is being exercised by the Fair Market Value of the Common Stock. 5.3 Upon receipt of the notice of exercise and full payment for the Option Shares in respect of which the Option is being exercised, the Company shall take such action as may be necessary promptly to effect the transfer to the Optionee of the number of Option Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Option Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Option Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Option Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Option Shares. 6. Compliance with Laws, Rules and Regulations. ------------------------------------------- Notwithstanding any other provision of this Agreement to the contrary, the obligation of the Company to sell or issue any Option Shares under the Option shall be suspended during any period of time when the issuance of such Option Shares would constitute a violation by Optionee or the Company of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board shall, in good faith and upon a reasonable basis, determine that the listing, registration or qualification of the Option Shares upon any stock exchange or under any state or federal law of the United States or any governmental subdivision thereof, or the consent or approval of any governmental regulatory body, or investment or other representation, are necessary or desirable in connection with the issue or purchase of Option Shares, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representations shall have been effected or obtained free of any conditions not acceptable to the Board acting reasonably and in good faith. In the event the Option Shares issuable on exercise of an Option are not registered under the Securities Act of 1933, as amended (the "Act"), the Company may imprint on the certificate for such Option Shares the following legend which counsel for the Company considers necessary or advisable to comply with the Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may be offered or sold only if registered or if an exemption from registration is available." Notwithstanding any other provision in this Agreement to the contrary, if within 10 days preceding the expiration of the Exercise Term, the Company is unable to issue Option Shares under the Option, the term of the Option shall be extended and written notice given to Optionee (at least 7 days prior to the end of the Exercise Term) of such extension so as to provide a reasonable opportunity for Optionee to exercise the Option; provided, however, in no event shall such extension exceed the period during which the Company was unable to issue Option Shares under the Option plus 10 days. 7. Termination of Option. --------------------- (a) If the Optionee's employment terminates for any reason other than Cause, the Option shall, to the extent, and only to the extent, that the Option or portion thereof was exercisable on the date of termination, be exercisable for the duration of the Exercise Term. (b) If the Optionee's employment terminates for Cause, the Option shall terminate immediately and no rights thereunder may be exercised. 8. Effect of Change in Control. --------------------------- Notwithstanding anything contained in this Agreement to the contrary, in the event of a Change in Control, (i) the Option shall become immediately and fully exercisable and (ii) the Optionee will be permitted to surrender for cancellation within ninety (90) days after such Change in Control, the Option or any portion of the Option to the extent not yet exercised and the Optionee shall be entitled to receive immediately a cash payment in an amount equal to the excess, if any, of (x) the greater of (1) the Fair Market Value, on the date of surrender, of the Option Shares subject to the Option or portion thereof surrendered or (2) the Adjusted Fair Market Value of the Option Shares subject to the Option or portion thereof surrendered over (y) the aggregate purchase price for such Option Shares under the Option 2 or portion thereof surrendered; provided, however, that if the Option was -------- ------- granted within six (6) months prior to the Change in Control and the Optionee may be subject to liability under Section 16(b) of the Exchange Act, the Optionee shall be entitled to surrender the Option or any portion of the Option for cancellation during the ninety (90) day period commencing upon the expiration of six (6) months from the Grant Date and to receive the amount determined under this Section 8. 9. Nontransferability. ------------------ The Option shall not be transferrable other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or his guardian or legal representative. 10. No Right to Continued Employment. -------------------------------- Nothing in this Agreement shall be interpreted or construed to confer upon the Optionee any right with respect to continuance of employment with the Company, nor shall this Agreement interfere in any way with the right of the Company to terminate the Optionee's employment at any time. 11. Terminating Events. ------------------ Subject to Section 8 hereof, upon the effective date of (i) the liquidation or dissolution of the Company or (ii) a merger or consolidation of the Company (a "Transaction"), the Option shall continue in effect in accordance with its terms and the Optionee shall be entitled to receive in respect of all Shares subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of Shares was entitled to receive in the Transaction. 12. Adjustments Upon Changes in the Company's Capital Structure. ----------------------------------------------------------- 12.1 Subject to Section 8, in the event of a Change in Capitalization without the Company receiving compensation therefor in money, services or property, the number, class and per share price of Option Shares subject to the Option shall be appropriately adjusted in such a manner as to entitle the Optionee to receive, upon exercise of the Option, for the same aggregate cash consideration, the same total number and class or classes of Shares as he would have received had he exercised his Option in full immediately prior to the event requiring the adjustment. In addition, in the event of any Change in Capitalization (including a Change in Capitalization described in the preceding sentence), the Board shall conclusively determine the appropriate adjustments (in addition to those described in the preceding sentence), if any, to the number and class of Option Shares or other stock or securities which are subject to the Option and the purchase price of the Option, if applicable. 12.2 If, by reason of a Change in Capitalization, the Optionee shall be entitled to exercise the Option with respect to new, additional or different shares of stock or securities, such new, additional or different shares shall thereupon be subject to all of the conditions which were applicable to the Option Shares subject to the Option, as the case may be, prior to such Change in Capitalization. 13. Withholding of Taxes. -------------------- The Company shall have the right to deduct from any distribution of cash to the Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to the Option. If the Optionee is entitled to receive Option Shares upon exercise of the Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Company, to have withheld a portion of the Option Shares 3 issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date of exercise, equal to the Withholding Taxes, provided that if the Optionee may be subject to liability under Section 16(b) of the Exchange Act either (i) (A) the Optionee makes the Tax Election at least six (6) months after the Grant Date, (B) the Option is exercised during the ten (10) day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C) the Tax Election is made during the Window Period in which the Option is exercised or prior to such Window Period and subsequent to the immediately preceding Window Period or (ii) (A) the Tax Election is made at least six (6) months prior to the date the Option is exercised and (B) the Tax Election is irrevocable with respect to the exercise of all Options which are exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Company may, by the adoption of rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, and (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Company determines will constitute exempt transactions under Section 16(b) of the Exchange Act. 14. Definitions. For purposes of this Agreement: ----------- 14.1 "Adjusted Fair Market Value" means, in the event of a Change in Control, the greater of (i) the highest price per Share paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (ii) the highest Fair Market Value of a Share during the ninety (90) day period ending on the date of a Change in Control. 14.2 "Agreement" means this Stock Option Agreement between the Company and the Optionee. 14.3 "Board" means the Board of Directors of the Company. 14.4 "Cause" means (i) the willful engaging by the Optionee in gross misconduct resulting in demonstrable material injury to the Company, or (ii) the nonappealable conviction of the Optionee of a felony involving moral turpitude. For purposes of this definition, no act or failure to act on the Optionee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his act or omission was in the best interest of the Company or otherwise likely to result in no material injury thereto. 14.5 "Change in Capitalization" means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, public offering, private placement, change in corporate structure or otherwise. 14.6 A "Change in Control" means the occurrence during the term of the Option of: (i) The "acquisition" by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act) of "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) after the date hereof of any securities of the Company which generally entitles the holder thereof to vote for the election of directors of the Company (the "Voting Securities") which, when added to the Voting Securities then "Beneficially Owned" by such person, would result in such Person "Beneficially Owning" twenty percent (20%) or more of the combined voting power of the Company's then outstanding Voting Securities; provided, however, that for purposes of this paragraph (i), a Person shall not be deemed to have made an acquisition of Voting Securities if such Person: (a) acquires Voting Securities as a result of a stock split, stock dividend or other corporate restructuring in which all stockholders of the class of such Voting Securities are treated on a pro rata basis; (b) acquires the Voting Securities directly from the Company; (c) becomes the Beneficial Owner of more than the permitted percentage of Voting Securities solely as a result of the acquisition of Voting Securities by the Company which, by 4 reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by such Person; (d) is the Company or any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Controlled Entity"); (e) acquires Voting Securities in connection with a "Non-Control Transaction" (as defined in paragraph (iii)(a) below); or (f) becomes the Beneficial Owner of more than the permitted percentage of Voting Securities as a result of a transaction approved by a majority of the Incumbent Board (as defined in paragraph (ii) below); or (ii) The individuals who, as of the date hereof, are members of the Board of Directors of the Company (the "Incumbent Board"), cease for any reason to constitute at least two-thirds of the Board of Directors of the Company; provided, however, that if either the election of any new director -------- ------- or the nomination for election of any new director by the Company's stockholders was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided -------- further, however, that no individual shall be considered a member of the - ------- ------- Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (iii) Approval by stockholders of the Company of: (a) A merger, consolidation or reorganization involving the Company (a "Business Combination"), unless (1) the stockholders of the Company, immediately before the Business Combination, own, directly or indirectly immediately following the Business Combination, at least seventy-five percent (75%) of the combined voting power of the outstanding voting securities of the corporation resulting from the Business Combination (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before the Business Combination, and (2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for the Business Combination constitute at least two-thirds of the members of the Board of Directors of the Surviving Corporation, and (3) no Person (other than (x) the Company or any Controlled Entity, (y) a trustee or other fiduciary holding securities under one or more employee benefit plans or arrangements (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Controlled Entity, or (z) any Person who, immediately prior to the Business Combination, had Beneficial Ownership of twenty percent (20%) or more of the then outstanding Voting Securities) has Beneficial Ownership of twenty percent (20%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in this subparagraph (a) (1), (2) or (3) shall be referred to as a "Non-Control Transaction"); (b) A complete liquidation or dissolution of the Company; or (c) An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Controlled Entity). Notwithstanding the foregoing, if Optionee's employment is terminated and the Optionee reasonably demonstrates that such termination (x) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control or (y) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then for all purposes hereof, the date of a Change in Control with respect to the Optionee shall mean the date immediately prior to the date of such termination of employment. 5 A Change in Control shall not be deemed to occur solely because twenty percent (20%) or more of the then outstanding Voting Securities is Beneficially Owned by (x) a trustee or other fiduciary holding securities under one or more employee benefit plans or arrangements (or any trust forming a part thereof) maintained by the Company or any Controlled Entity or (y) any corporation which, immediately prior to its acquisition of such interest, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition. 14.7 "Company" means Plains Resources Inc. 14.8 "Exchange Act" means the Securities Exchange Act of 1934, as amended. 14.9 "Fair Market Value" on any date means the closing sale price per Share on the day before such date on the principal national securities exchange on which such Shares are listed or admitted to trading, or if such Shares are not so listed or admitted to trading, the arithmetic mean of the per Share closing bid price and per Share closing asked price on the day before such date as quoted on the National Association of Securities Dealers Automated Quotation System or such other market in which such prices are regularly quoted, or, if there have been no published bid or asked quotations with respect to Shares on the day before such date, the Fair Market Value shall be the value established by the Board in good faith. 14.10 "Option" means the option granted in this Agreement. 14.11 "Optionee" means the person to whom the Option has been granted. 14.12 "Shares" means shares of common stock, par value $.10 per share, of the Company. 15. Modification of Agreement. ------------------------- This Agreement may be modified, amended, suspended or terminated, and any terms and conditions may be waived, but only by a written instrument executed by the parties hereto. 16. Severability. ------------ Should any provision of the Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms. 17. Governing Law. ------------- The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof. 18. Successors in Interest. ---------------------- This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee's legal representatives. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Optionee's heirs, executors, administrators and legal representatives. Attest: PLAINS RESOURCES INC. ___________________________ by:_________________________________________ Secretary Greg L. Armstrong, President and CEO 6 ____________________________________ __________________________, OPTIONEE EX-4.2 3 0003.txt FORM OF STOCK OPTION AGREEMENT EXHIBIT 4.2 STOCK OPTION AGREEMENT ---------------------- THIS AGREEMENT, made as of ______ __, 2000 (the "Grant Date") between Plains Resources Inc., a Delaware corporation (the "Company"), and _____________ (the "Optionee") for the option to purchase shares of the Company's common stock, $.10 per share par value ("Common Stock"). NOW THEREFORE, the parties hereto agree as follows: 1. Grant of Option. --------------- The Company hereby grants to the Optionee the right and option (the "Option") to purchase, from time to time, all or any part of an aggregate of ________ whole shares of Common Stock (the "Option Shares") subject to, and in accordance with, the terms and provisions set forth in this Agreement. 2. Exercise Price. -------------- The price at which the Optionee shall be entitled to purchase the Option Shares upon the exercise of the Option shall be $__.__ per share (the "Exercise Price"), subject to adjustment from time to time in accordance with the terms and provisions of this Agreement. 3. Exercise Term. ------------- The Option shall be exercisable to the extent and in the manner provided herein for a period of five (5) years from the Grant Date (the "Exercise Term"): provided, however, that the Option may be earlier terminated -------- ------- as provided in Paragraph 7 hereof. 4. Exercisability of Option. ------------------------ Unless otherwise provided in this Agreement, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, 25% of the total number of Option Shares covered by the Option after the expiration of one (1) year from the Grant Date, and an additional 25% of the total number of Option Shares covered by the Option on each of the second, third and fourth anniversaries of the Grant Date, and each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term; provided, however, that no Option Shares may be purchased hereunder prior to approval of the Option Shares for listing on the American Stock Exchange. 5. Manner of Exercise and Payment. ------------------------------ 5.1 Subject to the terms and conditions of this Agreement, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Option Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. Such person or persons shall deliver this Agreement to the Secretary of the Company, who shall endorse thereon a notation of such exercise. 5.2 The notice of exercise shall be accompanied by the full purchase price for the Option Shares in respect of which the Option is being exercised, (i) in cash, (ii) by check or (iii) by transferring shares of Common Stock to the Company (other than shares held by the Optionee for less than 6 months prior to the date of exercise) the number of which shares shall be determined by dividing the full purchase price for the Option Shares in respect of which the Option is being exercised by the Fair Market Value of the Common Stock. 5.3 Upon receipt of the notice of exercise and full payment for the Option Shares in respect of which the Option is being exercised, the Company shall take such action as may be necessary promptly to effect the transfer to the Optionee of the number of Option Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Option Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Option Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Option Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Option Shares. 6. Compliance with Laws, Rules and Regulations. ------------------------------------------- Notwithstanding any other provision of this Agreement to the contrary, the obligation of the Company to sell or issue any Option Shares under the Option shall be suspended during any period of time when the issuance of such Option Shares would constitute a violation by Optionee or the Company of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board shall, in good faith and upon a reasonable basis, determine that the listing, registration or qualification of the Option Shares upon any stock exchange or under any state or federal law of the United States or any governmental subdivision thereof, or the consent or approval of any governmental regulatory body, or investment or other representation, are necessary or desirable in connection with the issue or purchase of Option Shares, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representations shall have been effected or obtained free of any conditions not acceptable to the Board acting reasonably and in good faith. In the event the Option Shares issuable on exercise of an Option are not registered under the Securities Act of 1933, as amended (the "Act"), the Company may imprint on the certificate for such Option Shares the following legend which counsel for the Company considers necessary or advisable to comply with the Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may be offered or sold only if registered or if an exemption from registration is available." Notwithstanding any other provision in this Agreement to the contrary, if within 10 days preceding the expiration of the Exercise Term, the Company is unable to issue Option Shares under the Option, the term of the Option shall be extended and written notice given to Optionee (at least 7 days prior to the end of the Exercise Term) of such extension so as to provide a reasonable opportunity for Optionee to exercise the Option; provided, however, in no event -------- ------- shall such extension exceed the period during which the Company was unable to issue Option Shares under the Option plus 10 days. 7. Termination of Option. --------------------- (a) If the Optionee's employment terminates for any reason other than Cause, the Option shall, to the extent, and only to the extent, that the Option or portion thereof was exercisable on the date of termination, be exercisable for the duration of the Exercise Term. (b) If the Optionee's employment terminates for Cause, the Option shall terminate immediately and no rights thereunder may be exercised. 8. Effect of Change in Control. --------------------------- Notwithstanding anything contained in this Agreement to the contrary, in the event of a Change in Control, (i) the Option shall become immediately and fully exercisable and (ii) the Optionee will be permitted to surrender for cancellation within ninety (90) days after such Change in Control, the Option or any portion of the Option to the extent not yet exercised and the Optionee shall be entitled to receive immediately a cash payment in an amount equal to the excess, if any, of (x) the greater of (1) the Fair Market Value, on the date of surrender, of the Option Shares subject to the Option or portion thereof surrendered or (2) the Adjusted Fair Market Value of the Option Shares subject to the Option or portion thereof surrendered over (y) the aggregate purchase price for such Option Shares under the Option 2 or portion thereof surrendered; provided, however, that if the Option was -------- ------- granted within six (6) months prior to the Change in Control and the Optionee may be subject to liability under Section 16(b) of the Exchange Act, the Optionee shall be entitled to surrender the Option or any portion of the Option for cancellation during the ninety (90) day period commencing upon the expiration of six (6) months from the Grant Date and to receive the amount determined under this Section 8. 9. Nontransferability. ------------------ The Option shall not be transferrable other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or his guardian or legal representative. 10. No Right to Continued Employment. -------------------------------- Nothing in this Agreement shall be interpreted or construed to confer upon the Optionee any right with respect to continuance of employment with the Company, nor shall this Agreement interfere in any way with the right of the Company to terminate the Optionee's employment at any time. 11. Terminating Events. ------------------ Subject to Section 8 hereof, upon the effective date of (i) the liquidation or dissolution of the Company or (ii) a merger or consolidation of the Company (a "Transaction"), the Option shall continue in effect in accordance with its terms and the Optionee shall be entitled to receive in respect of all Shares subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of Shares was entitled to receive in the Transaction. 12. Adjustments Upon Changes in the Company's Capital Structure. ----------------------------------------------------------- 12.1 Subject to Section 8, in the event of a Change in Capitalization without the Company receiving compensation therefor in money, services or property, the number, class and per share price of Option Shares subject to the Option shall be appropriately adjusted in such a manner as to entitle the Optionee to receive, upon exercise of the Option, for the same aggregate cash consideration, the same total number and class or classes of Shares as he would have received had he exercised his Option in full immediately prior to the event requiring the adjustment. In addition, in the event of any Change in Capitalization (including a Change in Capitalization described in the preceding sentence), the Board shall conclusively determine the appropriate adjustments (in addition to those described in the preceding sentence), if any, to the number and class of Option Shares or other stock or securities which are subject to the Option and the purchase price of the Option, if applicable. 12.2 If, by reason of a Change in Capitalization, the Optionee shall be entitled to exercise the Option with respect to new, additional or different shares of stock or securities, such new, additional or different shares shall thereupon be subject to all of the conditions which were applicable to the Option Shares subject to the Option, as the case may be, prior to such Change in Capitalization. 13. Withholding of Taxes. -------------------- The Company shall have the right to deduct from any distribution of cash to the Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to the Option. If the Optionee is entitled to receive Option Shares upon exercise of the Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Company, to have withheld a portion of the Option Shares 3 issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date of exercise, equal to the Withholding Taxes, provided that if the Optionee may be subject to liability under Section 16(b) of the Exchange Act either (i) (A) the Optionee makes the Tax Election at least six (6) months after the Grant Date, (B) the Option is exercised during the ten (10) day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C) the Tax Election is made during the Window Period in which the Option is exercised or prior to such Window Period and subsequent to the immediately preceding Window Period or (ii) (A) the Tax Election is made at least six (6) months prior to the date the Option is exercised and (B) the Tax Election is irrevocable with respect to the exercise of all Options which are exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Company may, by the adoption of rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, and (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Company determines will constitute exempt transactions under Section 16(b) of the Exchange Act. 14. Definitions. For purposes of this Agreement: ----------- 14.1 "Adjusted Fair Market Value" means, in the event of a Change in Control, the greater of (i) the highest price per Share paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (ii) the highest Fair Market Value of a Share during the ninety (90) day period ending on the date of a Change in Control. 14.2 "Agreement" means this Stock Option Agreement between the Company and the Optionee. 14.3 "Board" means the Board of Directors of the Company. 14.4 "Cause" means (i) the willful engaging by the Optionee in gross misconduct resulting in demonstrable material injury to the Company, or (ii) the nonappealable conviction of the Optionee of a felony involving moral turpitude. For purposes of this definition, no act or failure to act on the Optionee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his act or omission was in the best interest of the Company or otherwise likely to result in no material injury thereto. 14.5 "Change in Capitalization" means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, public offering, private placement, change in corporate structure or otherwise. 14.6 A "Change in Control" means the occurrence during the term of the Option of: (i) The "acquisition" by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act) of "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) after the date hereof of any securities of the Company which generally entitles the holder thereof to vote for the election of directors of the Company (the "Voting Securities") which, when added to the Voting Securities then "Beneficially Owned" by such person, would result in such Person "Beneficially Owning" twenty percent (20%) or more of the combined voting power of the Company's then outstanding Voting Securities; provided, however, that for -------- ------- purposes of this paragraph (i), a Person shall not be deemed to have made an acquisition of Voting Securities if such Person: (a) acquires Voting Securities as a result of a stock split, stock dividend or other corporate restructuring in which all stockholders of the class of such Voting Securities are treated on a pro rata basis; (b) acquires the Voting Securities directly from the Company; (c) becomes the Beneficial Owner of more than the permitted percentage of Voting Securities solely as a result of the acquisition of Voting Securities by the Company which, by 4 reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by such Person; (d) is the Company or any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Controlled Entity"); (e) acquires Voting Securities in connection with a "Non-Control Transaction" (as defined in paragraph (iii)(a) below); or (f) becomes the Beneficial Owner of more than the permitted percentage of Voting Securities as a result of a transaction approved by a majority of the Incumbent Board (as defined in paragraph (ii) below); or (ii) The individuals who, as of the date hereof, are members of the Board of Directors of the Company (the "Incumbent Board"), cease for any reason to constitute at least two-thirds of the Board of Directors of the Company; provided, however, that if either the election of any new director -------- ------- or the nomination for election of any new director by the Company's stockholders was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided -------- further, however, that no individual shall be considered a member of the - ------- ------- Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (iii) Approval by stockholders of the Company of: (a) A merger, consolidation or reorganization involving the Company (a "Business Combination"), unless (1) the stockholders of the Company, immediately before the Business Combination, own, directly or indirectly immediately following the Business Combination, at least seventy-five percent (75%) of the combined voting power of the outstanding voting securities of the corporation resulting from the Business Combination (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before the Business Combination, and (2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for the Business Combination constitute at least two-thirds of the members of the Board of Directors of the Surviving Corporation, and (3) no Person (other than (x) the Company or any Controlled Entity, (y) a trustee or other fiduciary holding securities under one or more employee benefit plans or arrangements (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Controlled Entity, or (z) any Person who, immediately prior to the Business Combination, had Beneficial Ownership of twenty percent (20%) or more of the then outstanding Voting Securities) has Beneficial Ownership of twenty percent (20%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in this subparagraph (a) (1), (2) or (3) shall be referred to as a "Non-Control Transaction"); (b) A complete liquidation or dissolution of the Company; or (c) An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Controlled Entity). Notwithstanding the foregoing, if Optionee's employment is terminated and the Optionee reasonably demonstrates that such termination (x) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control or (y) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then for all purposes hereof, the date of a Change in Control with respect to the Optionee shall mean the date immediately prior to the date of such termination of employment. 5 A Change in Control shall not be deemed to occur solely because twenty percent (20%) or more of the then outstanding Voting Securities is Beneficially Owned by (x) a trustee or other fiduciary holding securities under one or more employee benefit plans or arrangements (or any trust forming a part thereof) maintained by the Company or any Controlled Entity or (y) any corporation which, immediately prior to its acquisition of such interest, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition. 14.7 "Company" means Plains Resources Inc. 14.8 "Exchange Act" means the Securities Exchange Act of 1934, as amended. 14.9 "Fair Market Value" on any date means the closing sale price per Share on the day before such date on the principal national securities exchange on which such Shares are listed or admitted to trading, or if such Shares are not so listed or admitted to trading, the arithmetic mean of the per Share closing bid price and per Share closing asked price on the day before such date as quoted on the National Association of Securities Dealers Automated Quotation System or such other market in which such prices are regularly quoted, or, if there have been no published bid or asked quotations with respect to Shares on the day before such date, the Fair Market Value shall be the value established by the Board in good faith. 14.10 "Option" means the option granted in this Agreement. 14.11 "Optionee" means the person to whom the Option has been granted. 14.12 "Shares" means shares of common stock, par value $.10 per share, of the Company. 15. Modification of Agreement. ------------------------- This Agreement may be modified, amended, suspended or terminated, and any terms and conditions may be waived, but only by a written instrument executed by the parties hereto. 16. Severability. ------------ Should any provision of the Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms. 17. Governing Law. ------------- The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof. 18. Successors in Interest. ---------------------- This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee's legal representatives. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Optionee's heirs, executors, administrators and legal representatives. Attest: PLAINS RESOURCES INC. ___________________________ by:____________________________________ Secretary Greg L. Armstrong, President and CEO 6 _________________________ ________________,OPTIONEE EX-5 4 0004.txt OPINION OF TIM MOORE, ESQ. EXHIBIT 5 September 8, 2000 Board of Directors of Plains Resources Inc. 500 Dallas, Suite 700 Houston, TX 77002 Gentlemen: I am General Counsel of Plains Resources Inc., a Delaware corporation (the "Company"), and have acted in such capacity in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 65,000 shares of the Company's common stock, $0.10 par value (the "Common Stock"), to be offered upon the terms and subject to the conditions set forth in stock option agreements pursuant to which stock options were or will be granted to certain officers of the Company or its subsidiaries ("Officer Stock Options"). The Company is filing a Registration Statement on Form S-8 (the "Registration Statement") relating thereto with the Securities and Exchange Commission. In connection therewith, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the Second Restated Certificate of Incorporation of the Company as presently in effect, the Bylaws of the Company, the corporate proceedings with respect to the offering of shares (the "Resolutions") and such other documents and records as I have deemed necessary or appropriate for the expression of the opinions contained herein. I have assumed the authenticity and completeness of all records, certificates and other instruments submitted to me as originals, the conformity to original documents of all records, certificates and other instruments submitted to me as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that I have examined. Based upon the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that: 1) The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2) The 65,000 shares of Common Stock to be offered by the Company pursuant to the Officer Stock Options have been duly and validly authorized for issuance and, when the Officer Stock Options have been granted in accordance with the Resolutions and shares issued in accordance with the terms of the Officer Stock Options, such shares will be duly and validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ TIM MOORE Tim Moore General Counsel TM/mc EX-23.1 5 0005.txt CONSENT OF PRICEWATERHOUSECOOPERS, LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 29, 2000 relating to the consolidated financial statements, which appears in Plains Resources Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PRICEWATERHOUSECOOPERS LLP Houston, Texas September 7, 2000 II-6 EX-23.2 6 0006.txt CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. Exhibit 23.2 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS --------------------------------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reserve reports to the interest of Plains Resources Inc. and subsidiaries, Calumet Florida, Inc. and Arguello Inc. (collectively, the "Company") dated February 21, 2000 and March 7, 2000, respectively, relating to the estimated quantities of certain of the Company's proved reserves of oil and gas and the related estimates of future net revenue and present values thereof for certain periods, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999, as well as in the Notes to the Consolidated Financial Statements of the Company in such annual report. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ Frederic D. Sewell ---------------------- Frederic D. Sewell President Dallas, Texas August 30, 2000 EX-23.3 7 0007.txt CONSENT OF H.J. GRUY AND ASSOCIATES, INC. Exhibit 23.3 CONSENT OF H.J. GRUY AND ASSOCIATES, INC. ----------------------------------------- We hereby consent to the use of the name H. J. Gruy and Associates, Inc. and of references to H.J. Gruy and Associates, Inc. and to the inclusion of and references to our two reports, or information contained therein, both dated March 10, 2000, prepared for Stocker Resources, Inc., in the Registration Statement on Form S-8 of Plains Resources Inc. for the filing dated on or about August 31, 2000. H.J. GRUY AND ASSOCIATES, INC. By: /s/ Robert Rasor ------------------------- Robert Rasor, PE Senior Vice President Engineering Manager Houston, Texas August 30, 2000 EX-23.4 8 0008.txt CONSENT OF RYDER SCOTT COMPANY Exhibit 23.4 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS ------------------------------------------ We hereby consent to incorporation by reference in this Registration Statement on Form S-8 of our reserve reports to the interest of Plains Resources Inc. and its subsidiary Plains Illinois Inc. (collectively, the "Company") dated March 2, 2000, March 3, 2000 and March 8, 2000, relating to the estimated quantities of certain of the Company's proved reserves of oil and gas and the related estimates of future net revenue and present values thereof for certain periods, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999, as well as in the Notes to the Consolidated Financial Statements of the Company in such annual report. We also consent to references to our firm under the heading "Interests of Named Experts and Counsel". RYDER SCOTT COMPANY, L.P. Houston, Texas September 11, 2000 -----END PRIVACY-ENHANCED MESSAGE-----