-----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, DvlExfe1aW8pkmR0VvBU9zzfxIA4Uy12vEUJJ0rImCchKp0vLOAB+V53JGj2Hxf4 kJsIc67h8cXxzxnhqZv4NQ== /in/edgar/work/0000899243-00-002328/0000899243-00-002328.txt : 20001107 0000899243-00-002328.hdr.sgml : 20001107 ACCESSION NUMBER: 0000899243-00-002328 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20001106 EFFECTIVENESS DATE: 20001106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3TEC ENERGY CORP CENTRAL INDEX KEY: 0000903267 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 631081013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49354 FILM NUMBER: 753750 BUSINESS ADDRESS: STREET 1: TWO SHELL PLZ STREET 2: 777 WALKER STE 2400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132226275 MAIL ADDRESS: STREET 1: TWO SHELL PLZ STREET 2: 777 WALKER STE 2400 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE BAY OIL CO INC DATE OF NAME CHANGE: 19930504 S-8 1 0001.txt FOR STOCK OPTION PLANS As filed with the Securities and Exchange Commission on November 6, 2000 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 3TEC ENERGY CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 63-1081013 (State or other jurisdiction (IRS Employer of incorporation) Identification No.) Two Shell Plaza, 777 Walker Street, Suite 2400, Houston, Texas 77002 (Address of principal executive offices and zip code) 3TEC ENERGY CORPORATION 2000 STOCK OPTION PLAN 3TEC ENERGY CORPORATION 1999 STOCK OPTION PLAN MIDDLE BAY OIL COMPANY, INC. AMENDED AND RESTATED 1995 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN (Full title of the plans) Floyd C. Wilson Chief Executive Officer, Chairman of the Board 3TEC Energy Corporation Two Shell Plaza, 777 Walker Street, Suite 2400, Houston, Texas 77002 (713) 821-7100 (Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------ Title of Securities Amount Proposed Proposed Amount of to be Registered to be Maximum Maximum Registration Registered/1/ Offering Aggregate Fee Price Per Offering Share Price - ------------------------------------------------------------------------------------------------------ Common Stock, par value $.02 per share under the: 3TEC Energy Corporation 2000 Stock Option Plan 2,000,000/(1)/ $ 14.00/(2)/ $28,000,000 $ 7,392.00 3TEC Energy Corporation 1999 Stock Option Plan 500,000/(1)/ $ 14.00/(2)/ $ 7,000,000 $ 1,848.00 Middle Bay Oil Company, Inc. Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan 500,000/(1)/ $ 14.00/(2)/ $ 7,000,000 $ 1,848.00 - ------------------------------------------------------------------------------------------------------ Total 3,000,000 $42,000,000 $11,088.00
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to each plan as the result of any future stock split, stock dividend or similar adjustment to the Registrant's outstanding Common Stock. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high ($14.25) and low ($13.75) sales prices for the Common Stock on October 30, 2000, as reported for such date on the Nasdaq National Market. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Prospectus filed on June 28, 2000, pursuant to Rule 424(b) under the Securities Act of 1933; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant document referred to in (a) above. These documents include, but are not limited to, the following: Annual Report on Form 10-KSB40 for the year ended December 31, 1999, filed with the SEC on March 30, 2000; Current Report on Form 8-K/A, filed with the SEC on January 13, 2000; Current Report on Form 8-K, filed with the SEC on February 4, 2000; Current Report on Form 8-K, filed with the SEC on April 3, 2000; Current Report on Form 8-K, filed with the SEC on April 25, 2000; Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000, filed with the SEC on May 15, 2000; Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000, filed with the SEC on August 14, 2000. (c) The description of our common stock contained in our registration statement on Form 10-SB, filed on April 30, 1993, including any amendment or report filed for the purpose of updating the description, and also as described by the Description of Capital Stock section contained in our registration statement on Form S-2, as filed with the SEC on April 28, 2000 (File No. 333- 35914) and as amended on Form S-2/A, as filed with the SEC on June 6, 2000 and as further amended on Form S-2/A, as filed with the SEC on June 23, 2000, and as described in the Registrant's Prospectus filed on June 28, 2000 (File No. 333- 35914) pursuant to Rule 424(b) under the Securities Act of 1933. All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 after the date hereof, and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed. ITEM 4 DESCRIPTION OF SECURITIES Not applicable. 1 ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL The opinion of counsel as to the legality of the securities being registered is given by Hinkle Elkouri Law Firm L.L.C. David S. Elkouri, a member of Hinkle Elkouri Law Firm L.L.C., is also the Secretary of the Registrant. ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors, officers, employees or agents against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation in a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's charter, bylaws, disinterested director vote, stockholder vote, agreement or otherwise. Article EIGHTH of the Registrant's Certificate of Incorporation provides for indemnification of the Registrant's directors, officers, employees or agents to the full extent permitted under the Delaware General Corporation Law. Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally 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 that involve intentional misconduct or a knowing violation of law, (iii) for payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. Article NINTH of the Registrant's Certificate of Incorporation provides for the limitation or elimination of personal liability of its directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the Delaware General Corporation Law. These provisions in our certificate of incorporation may reduce the likelihood of derivative litigation against our officers and directors and may discourage or deter our stockholders or management from bringing a lawsuit against our officers and directors for 2 breach of their duty of care, even though the action, if successful, might otherwise have benefitted us and our stockholders. These provisions in our certificate of incorporation do not alter the liability of our officers and directors under federal securities laws and do not affect the right to sue under federal securities laws for violations thereof. ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8 EXHIBITS The following exhibits are filed herewith: Exhibit Number Description ------- ---------------------------------------------------------------- 5.1 Opinion of Hinkle Elkouri Law Firm L.L.C. 23.1 Consent of KPMG LLP (Independent Accountants) 23.2 Consent of Hinkle Elkouri Law Firm L.L.C. (Included in the opinion filed as Exhibit 5.1) 24.1 Power of Attorney (see signature page) 99.1 3TEC Energy Corporation 2000 Stock Option Plan 99.2 Amendment No. 1 to 3TEC Energy Corporation 2000 Stock Option Plan dated June 1, 2000 99.3 3TEC Energy Corporation 1999 Stock Option Plan 99.4 Amendment No. 1 to 3TEC Energy Corporation 1999 Stock Option Plan dated June 1, 2000 99.5 Middle Bay Oil Company, Inc. Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan 99.6 Amendment No. 1 Middle Bay Oil Company, Inc. Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan dated June 18, 1998 3 99.7 Amendment No. 1 to Middle Bay Oil Company, Inc. Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan dated August 24, 1999 99.8 Amendment No. 3 to Middle Bay Oil Company, Inc. Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan dated June 1, 2000 ITEM 9. UNDERTAKINGS The undersigned 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; (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; (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 with or furnished to the Securities and Exchange Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may 4 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 Securities and Exchange Commission such indemnification is against public policy 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 and will be governed by the final adjudication of such issue. 5 SIGNATURES The Registrant. 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 Houston, state of Texas, on November 6, 2000. 3TEC Energy Corporation (Registrant) By: /s/ Floyd C. Wilson ------------------------------- Floyd C. Wilson Chief Executive Officer Chairman of the Board (Signature and Title) Each person whose signature appears below authorizes Floyd C. Wilson as attorney-in-fact with full power of substitution, to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments. 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. Signature: Title: Date - ---------- ------ ---- /s/ Floyd C. Wilson Chairman of the Board, Chief Executive 11/6/2000 - ---------------------- Officer, Director Floyd C. Wilson /s/ R.A. Walker President, Chief Financial Officer, 11/6/2000 - ---------------------- Director R. A. Walker /s/ Stephen W. Herod Executive Vice President - Corporate 11/6/2000 - ---------------------- Development, Treasurer, Assistant Secretary, Stephen W. Herod Director /s/ Shane M. Bayless Vice President, Controller 11/6/2000 - ---------------------- Shane M. Bayless /s/ D. Martin Phillips Director 11/6/2000 - ---------------------- D. Martin Phillips /s/ David B. Miller Director 11/6/2000 - ---------------------- David B. Miller /s/ Gary R. Christopher Director 11/6/2000 - ---------------------- Gary R. Christopher /s/ Larry L. Helm Director 11/6/2000 - ---------------------- Larry L. Helm 6 INDEX TO EXHIBITS Exhibit Number Description ------- --------------------------------------------------------------- 5.1 Opinion of Hinkle Elkouri Law Firm L.L.C. 23.1 Consent of KPMG LLP (Independent Accountants) 23.2 Consent of Hinkle Elkouri Law Firm L.L.C. (Included in the opinion filed as Exhibit 5.1) 24.1 Power of Attorney (see signature page) 99.1 3TEC Energy Corporation 2000 Stock Option Plan 99.2 Amendment No. 1 to 3TEC Energy Corporation 2000 Stock Option Plan dated June 1, 2000 99.3 3TEC Energy Corporation 1999 Stock Option Plan 99.4 Amendment No. 1 to 3TEC Energy Corporation 1999 Stock Option Plan dated June 1, 2000 99.5 Middle Bay Oil Company, Inc. Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan 99.6 Amendment No. 1 Middle Bay Oil Company, Inc. Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan dated June 18, 1998 99.7 Amendment No. 1 to Middle Bay Oil Company, Inc. Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan dated August 24, 1999 99.8 Amendment No. 3 Middle Bay Oil Company, Inc. Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan dated June 1, 2000 7 EX-5.1 2 0002.txt OPINION OF HINKLE ELKOURI LAW FIRM L.L.C. EXHIBIT 5.1 November 6, 2000 3TEC Energy Corporation Two Shell Plaza 777 Walker Street Suite 2400 Houston, TX 77002 Dear Ladies and Gentlemen: We have acted as counsel to 3TEC Energy Corporation (the "Company") in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), which the Company is filing with the Securities and Exchange Commission with respect to up to 3,000,000 shares of Common Stock, $.02 par value, which may be issued pursuant to the Company's 2000 Stock Option Plan, the Company's 1999 Stock Option Plan and the Company's Amended and Restated 1995 Stock Option Plan and Stock Appreciation Rights Plan (collectively, the "Plans"). We have examined the Registration Statement and such documents and records of the Company and other documents as we have deemed relevant and necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures. Based on and subject to the foregoing, we are of the opinion that any original issuance shares that may be issued pursuant to the Plans have been duly authorized and that, upon the due execution by the Company and the registration by its registrar of such shares, issuance thereof by the Company in accordance with the terms of the Plans and the receipt of consideration therefor in accordance with the terms of the Plans, such shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, HINKLE ELKOURI LAW FIRM L.L.C. EX-23.1 3 0003.txt CONSENT OF KPMG LLP (INDEPENDENT ACCOUNTANTS) EXHIBIT 23.1 The Board of Directors 3TEC Energy Corporation We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. KPMG LLP Houston, Texas November 6, 2000 EX-99.1 4 0004.txt 2000 STOCK OPTION PLAN EXHIBIT 99.1 3TEC ENERGY CORPORATION 2000 STOCK OPTION PLAN I. Purpose of Plan The 3TEC ENERGY CORPORATION 2000 STOCK OPTION PLAN (the "Plan") is intended to provide a means whereby certain employees of 3TEC ENERGY CORPORATION, a Delaware corporation (the "Company"), and its subsidiaries may develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. Accordingly, the Company may grant to certain employees ("Optionees") the option ("Option") to purchase shares of the common stock of the Company ("Stock"), as hereinafter set forth. Options granted under the Plan may be either incentive stock options, within the meaning of section 422(b) of the Internal Revenue Code, as amended (the "Code"), ("Incentive Stock Options") or options which do not constitute Incentive Stock Options. II. Administration The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board"), and the Committee shall be (a) comprised solely of two or more outside directors (within the meaning of section 162(m) of the Code and applicable interpretive authority thereunder), and (b) constituted so as to permit the Plan to comply with Rule 16b-3, as currently in effect or as hereinafter modified or amended ("Rule 16b-3"), promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Committee shall have sole authority to select the Optionees from among those individuals eligible hereunder and to establish the number of shares which may be issued under each Option; provided, however, that, notwithstanding any provision in the Plan to the contrary, the maximum number of shares that may be subject to Options granted under the Plan to an individual Optionee during any calendar year may not exceed 500,000 shares (subject to adjustment in the same manner as provided in Paragraph VIII hereof with respect to shares of Stock subject to Options then outstanding). The limitation set forth in the preceding sentence shall be applied in a manner which will permit compensation generated under the Plan to constitute "performance-based" compensation for purposes of section 162(m) of the Code, including, without limitation, counting against such maximum number of shares, to the extent required under section 162(m) of the Code and applicable interpretive authority thereunder, any shares subject to Options that are canceled or repriced. In selecting the Optionees from among individuals eligible hereunder and in establishing the number of shares that may be issued under each Option, the Committee may take into account the nature of the services rendered by such individuals, their present and potential contributions to the Company's success and such other factors as the Committee in its discretion shall deem relevant. The Committee is authorized to interpret the Plan and may from time to time adopt such rules and regulations, consistent with the provisions of the Plan, as it may deem advisable to carry out the Plan. All decisions made by the Committee in selecting the Optionees, in establishing the number of shares which may be issued under each Option and in construing the provisions of the Plan shall be final. III. Option Agreements (a) Each Option shall be evidenced by a written agreement between the Company and the Optionee ("Option Agreement") which shall contain such terms and conditions as may be approved by the Committee. The terms and conditions of the respective Option Agreements need not be identical. Specifically, an Option Agreement may provide for the surrender of the right to purchase shares under the Option in return for a payment in cash or shares of Stock or a combination of cash and shares of Stock equal in value to the excess of the fair market value of the shares with respect to which the right to purchase is surrendered over the option price therefor ("Stock Appreciation Rights"), on such terms and conditions as the Committee in its sole discretion may prescribe; provided, that with respect to Stock Appreciation Rights granted to employees who are subject to Section 16 of the 1934 Act, except as provided in Subparagraph VIII(c) hereof, the Committee shall retain final authority (i) to determine whether an Optionee shall be permitted, or (ii) to approve an election by an Optionee, to receive cash in full or partial settlement of Stock Appreciation Rights. Moreover, an Option Agreement may provide for the payment of the option price, in whole or in part, by the delivery of a number of shares of Stock (plus cash if necessary) having a fair market value equal to such option price. (b) For all purposes under the Plan, the fair market value of a share of Stock on a particular date shall be equal to the mean of the reported high and low sales price of the Stock (i) reported by the National Market System or NASDAQ on that date or (ii) if the Stock is listed on a national stock exchange, reported on the stock exchange composite tape on that date; or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Stock are so reported. If the Stock is traded over the counter at the time a determination of its fair market value is required to made hereunder, its fair market value shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of Stock on the most recent date on which Stock was publicly traded. In the event Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate. (c) Each Option and all rights granted thereunder shall not be transferable other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, and shall be exercisable during the Optionee's lifetime only by the Optionee or the Optionee's guardian or legal representative. IV. Eligibility of Optionee Options may be granted only to individuals who are employees (including officers and directors who are also employees) of the Company or any parent or subsidiary corporation (as defined in section 424 (e) and (f) of the Code) of the Company at the time the Option is granted; provided, however, that members of the Committee shall not be eligible to be granted Options. Options may be granted to the same individual on more than one occasion. No Incentive Stock Option shall be granted to an individual if, at the time the Option is granted, such individual owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, unless (i) at the time such Option is granted the option price is 110% of the fair market value of the Stock subject to the Option and (ii) such Option by its terms is not exercisable after the expiration of five years from the date of grant. To the extent that the aggregate fair market value (determined at the time the respective Incentive Stock Option is granted) of stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all incentive stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such excess Incentive Stock Options shall be treated as Options which do not constitute Incentive Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of an Optionee's Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the Optionee of such determination as soon as practicable after such determination. V. Shares Subject to Plan The aggregate number of shares which may be issued under Options granted under the Plan shall not exceed 2,000,000 shares of Stock. Such shares may consist of authorized but unissued shares of Stock or previously issued shares of Stock reacquired by the Company. Any of such shares which remain unissued and which are not subject to outstanding Options at the termination of the Plan shall cease to be subject to the Plan, but, until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of the Plan. Should any Option hereunder expire or terminate prior to its exercise in full, the shares theretofore subject to such Option may again be subject to an Option granted under the Plan to the extent permitted under Rule 16b-3. The aggregate number of shares which may be issued under the Plan shall be subject to adjustment in the same manner as provided in Paragraph VIII hereof with respect to shares of Stock subject to Options then outstanding. Exercise of an Option in any manner, including an exercise involving a Stock Appreciation Right, shall result in a decrease in the number of shares of Stock which may thereafter be available, both for purposes of the Plan and for sale to any one individual, by the number of shares as to which the Option is exercised. Separate stock certificates shall be issued by the Company for those shares acquired pursuant to the exercise of any Option which does not constitute an Incentive Stock Option. VI. Option Price The purchase price of Stock issued under each Option shall be equal to the fair market value of Stock subject to the Option on the date the Option is granted; provided, however, that this limitation shall not apply to Incentive Stock Options for which a greater purchase price is required pursuant to Paragraph IV hereof. VII. Term of Plan The Plan shall be effective upon April 3, 2000, the date of its adoption by the Board, provided the Plan is approved by the stockholders of the Company within twelve months thereafter. Notwithstanding any provision in this Plan or in any Option Agreement, no Option shall be exercisable prior to such stockholder approval. Except with respect to Options then outstanding, if not sooner terminated under the provisions of Paragraph IX, the Plan shall terminate upon and no further Options shall be granted after April 1, 2010. VIII. Recapitalization or Reorganization (a) The existence of the Plan and the Options granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. (b) The shares with respect to which Options may be granted are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. (c) If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a "recapitalization"), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted so that such Option shall thereafter cover the number and class of shares of stock and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the Optionee had been the holder of record of the number of shares of Stock then covered by such Option. If (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company), (ii) the Company sells, leases or exchanges substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company), (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a "group" as contemplated by Section 13(d)(3) of the 1934 Act acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company's voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a "Corporate Change"), no later than (a) ten (10) days after the approval by the stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of directors or (b) thirty (30) days after a change of control of the type described in Clause (iv), the Committee, acting in its sole discretion without the consent or approval of any Optionee, shall act to effect one or more of the following alternatives, which may vary among individual Optionees and which may vary among Options held by any individual Optionee: (1) accelerate the time at which Options then outstanding may be exercised so that such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date all unexercised Options and all rights of Optionees thereunder shall terminate, (2) require that mandatory surrender to the Company by selected Optionees of some or all of the outstanding Options held by such Optionees (irrespective of whether such Options are then exercisable under the provisions of the Plan) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Options and the Company shall pay to each Optionee an amount of cash per share equal to the excess, if any, of the amount calculated in Subparagraph (d) below (the "Change of Control Value") of the shares subject to such Option over the exercise price(s) under such Options for such shares, (3) make such adjustments to Options then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Options then outstanding) or (4) provide that the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted so that such Option shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Optionee would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution the Optionee had been the holder of record of the number of shares of Stock then covered by such Option. (d) Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason therefor shall be made with respect to, the number of shares of Stock subject to Options theretofore granted or the purchase price per share. IX. Amendment or Termination of the Plan The Board in its discretion may terminate the Plan at any time with respect to any shares for which Options have not theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided, that no change in any Option theretofore granted may be made which would impair the rights of the Optionee without the consent of such Optionee (unless such change is required in order to cause the benefits under the Plan to qualify as performance-based compensation within the meaning of section 162(m) of the Code and applicable interpretive authority thereunder); and provided, further, that (i) the Board may not make any alteration or amendment which would decrease any authority granted to the Committee hereunder in contravention of Rule 16b-3 and (ii) the Board may not make any alteration or amendment which would materially increase the benefits accruing to participants under the Plan, increase the aggregate number of shares which may be issued pursuant to the provisions of the Plan, change the class of individuals eligible to receive Options under the Plan or extend the term of the Plan, without the approval of the stockholders of the Company. X. Securities Laws (a) The Company shall not be obligated to issue any Stock pursuant to any Option granted under the Plan at any time when the offering of the shares covered by such Option have not been registered under the Securities Act of 1933 and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the offering and sale of such shares. (b) It is intended that the Plan and any grant of an Option made to a person subject to Section 16 of the 1934 Act meet all of the requirements of Rule 16b- 3. If any provision of the Plan or any such Option would disqualify the Plan or such Option under, or would otherwise not comply with, Rule 16b-3, such provision or Option shall be construed or deemed amended to conform to Rule 16b-3. XI. General (a) Nothing contained in this Plan or any Option granted pursuant to this Plan shall confer upon any employee the right to continue in the employ of the Company or its parent or subsidiary or any other corporation affiliated with the Company, or interfere in any way with the rights of the Company or its parent or subsidiaries or any corporation affiliated with the Company to terminate his or her employment. (b) No Optionee shall have any rights as a stockholder of the Company with respect to any shares of Stock subject to an Option hereunder until such shares of Stock have been issued. (c) Nothing contained in this Plan or in any Option Agreement issued hereunder shall impose any liability or responsibility on the Company, the Board, the Committee or any member or any of the foregoing to pay, or reimburse any Optionee for the payment of any tax arising out of, or on account of the issuance of an Option or Options hereunder to any Optionee, an Optionee's exercise of any Option issued under the Plan or an Optionee's sale, transfer or other disposition of any Stock acquired pursuant to the exercise of any Option issued hereunder. Any person receiving an Option hereunder shall expressly acknowledge and agree that such participation is voluntary and that the Optionee shall be solely responsible for all taxes to which he or she may or become subject as a consequence of such participation. EX-99.2 5 0005.txt AMENDMENT NO. 1 TO 2000 STOCK OPTION PLAN EXHIBIT 99.2 AMENDMENT NO. 1 TO 3TEC ENERGY CORPORATION 2000 STOCK OPTION PLAN Section III (b) of the 3TEC Energy Corporation 2000 Stock Option Plan (the "Plan") is hereby deleted in its entirety and replaced with the following: "(b) For all purposes under the Plan, the fair market value of a share of Stock on a particular date shall be equal to the closing price of the Stock (i) reported by the National Market System or NASDAQ on that date or (ii) if the Stock is listed on a national stock exchange, reported on the stock exchange composite tape on that date; or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Stock are so reported. In the event the Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate." This Amendment was approved by the Board of Directors of 3TEC Energy Corporation and is effective this 1st day of June, 2000. 3TEC ENERGY CORPORATION By:/s/ Floyd C. Wilson ------------------------------ Name: Floyd C. Wilson Title: Chief Executive Officer and Chairman of the Board EX-99.3 6 0006.txt 1999 STOCK OPTION PLAN EXHIBIT 99.3 3TEC ENERGY CORPORATION 1999 Stock Option Plan 3TEC ENERGY CORPORATION 1999 STOCK OPTION PLAN I. Purpose of Plan The 3TEC ENERGY CORPORATION STOCK OPTION PLAN (the "Plan") is intended to provide a means whereby certain employees of 3TEC ENERGY CORPORATION, a Delaware corporation (the "Company"), and its subsidiaries may develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. Accordingly, the Company may grant to certain employees ("Optionees") the option ("Option") to purchase shares of the common stock of the Company ("Stock"), as hereinafter set forth. Options granted under the Plan may be either incentive stock options, within the meaning of section 422(b) of the Internal Revenue Code, as amended (the "Code"), ("Incentive Stock Options") or options which do not constitute Incentive Stock Options. II. Administration The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board"), and the Committee shall be (a) comprised solely of two or more outside directors (within the meaning of section 162(m) of the Code and applicable interpretive authority thereunder), and (b) constituted so as to permit the Plan to comply with Rule 16b-3, as currently in effect or as hereinafter modified or amended ("Rule 16b-3"), promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Committee shall have sole authority to select the Optionees from among those individuals eligible hereunder and to establish the number of shares which may be issued under each Option; provided, however, that, notwithstanding any provision in the Plan to the contrary, the maximum number of shares that may be subject to Options granted under the Plan to an individual Optionee during any calendar year may not exceed one percent (1%) of the number of shares of the Company's Stock outstanding on October 1, 1999 (subject to adjustment in the same manner as provided in Paragraph VIII hereof with respect to shares of Stock subject to Options then outstanding). The limitation set forth in the preceding sentence shall be applied in a manner which will permit compensation generated under the Plan to constitute "performance-based" compensation for purposes of section 162(m) of the Code, including, without limitation, counting against such maximum number of shares, to the extent required under section 162(m) of the Code and applicable interpretive authority thereunder, any shares subject to Options that are canceled or repriced. In selecting the Optionees from among individuals eligible hereunder and in establishing the number of shares that may be issued under each Option, the Committee may take into account the nature of the services rendered by such individuals, their present and potential contributions to the Company's success and such other factors as the Committee in its discretion shall deem relevant. The Committee is authorized to interpret the Plan and may from time to time adopt such rules and regulations, consistent with the provisions of the Plan, as it may deem advisable to carry out the Plan. All decisions made by the Committee in selecting the Optionees, in establishing the number of shares which may be issued under each Option and in construing the provisions of the Plan shall be final. III. Option Agreements (a) Each Option shall be evidenced by a written agreement between the Company and the Optionee ("Option Agreement") which shall contain such terms and conditions as may be approved by the Committee. The terms and conditions of the respective Option Agreements need not be identical. Specifically, an Option Agreement may provide for the surrender of the right to purchase shares under the Option in return for a payment in cash or shares of Stock or a combination of cash and shares of Stock equal in value to the excess of the fair market value of the shares with respect to which the right to purchase is surrendered over the option price therefor ("Stock Appreciation Rights"), on such terms and conditions as the Committee in its sole discretion may prescribe; provided, that with respect to Stock Appreciation Rights granted to employees who are subject to Section 16 of the 1934 Act, except as provided in Subparagraph VIII(c) hereof, the Committee shall retain final authority (i) to determine whether an Optionee shall be permitted, or (ii) to approve an election by an Optionee, to receive cash in full or partial settlement of Stock Appreciation Rights. Moreover, an Option Agreement may provide for the payment of the option price, in whole or in part, by the delivery of a number of shares of Stock (plus cash if necessary) having a fair market value equal to such option price. (b) For all purposes under the Plan, the fair market value of a share of Stock on a particular date shall be equal to the mean of the reported high and low sales price of the Stock (i) reported by the National Market System or NASDAQ on that date or (ii) if the Stock is listed on a national stock exchange, reported on the stock exchange composite tape on that date; or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Stock are so reported. If the Stock is traded over the counter at the time a determination of its fair market value is required to made hereunder, its fair market value shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of Stock on the most recent date on which Stock was publicly traded. In the event Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate. (c) Each Option and all rights granted thereunder shall not be transferable other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, and shall be exercisable during the Optionee's lifetime only by the Optionee or the Optionee's guardian or legal representative. IV. Eligibility of Optionee Options may be granted only to individuals who are employees (including officers and directors who are also employees) of the Company or any parent or subsidiary corporation (as defined in section 424 (e) and (f) of the Code) of the Company at the time the Option is granted; provided, however, that members of the Committee shall not be eligible to be granted Options. Options may be granted to the same individual on more than one occasion. No Incentive Stock Option shall be granted to an individual if, at the time the Option is granted, such individual owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, unless (i) at the time such Option is granted the option price is 110% of the fair market value of the Stock subject to the Option and (ii) such Option by its terms is not exercisable after the expiration of five years from the date of grant. To the extent that the aggregate fair market value (determined at the time the respective Incentive Stock Option is granted) of stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all incentive stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such excess Incentive Stock Options shall be treated as Options which do not constitute Incentive Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of an Optionee's Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the Optionee of such determination as soon as practicable after such determination. V. Shares Subject to Plan The aggregate number of shares which may be issued under Options granted under the Plan shall not exceed 1,500,000 shares of Stock. Such shares may consist of authorized but unissued shares of Stock or previously issued shares of Stock reacquired by the Company. Any of such shares which remain unissued and which are not subject to outstanding Options at the termination of the Plan shall cease to be subject to the Plan, but, until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of the Plan. Should any Option hereunder expire or terminate prior to its exercise in full, the shares theretofore subject to such Option may again be subject to an Option granted under the Plan to the extent permitted under Rule 16b-3. The aggregate number of shares which may be issued under the Plan shall be subject to adjustment in the same manner as provided in Paragraph VIII hereof with respect to shares of Stock subject to Options then outstanding. Exercise of an Option in any manner, including an exercise involving a Stock Appreciation Right, shall result in a decrease in the number of shares of Stock which may thereafter be available, both for purposes of the Plan and for sale to any one individual, by the number of shares as to which the Option is exercised. Separate stock certificates shall be issued by the Company for those shares acquired pursuant to the exercise of any Option which does not constitute an Incentive Stock Option. VI. Option Price The purchase price of Stock issued under each Option shall be equal to the fair market value of Stock subject to the Option on the date the Option is granted; provided, however, that this limitation shall not apply to Incentive Stock Options for which a greater purchase price is required pursuant to Paragraph IV hereof. VII. Term of Plan The Plan shall be effective upon October 1, 1999, the date of its adoption by the Board, provided the Plan is approved by the stockholders of the Company within twelve months thereafter. Notwithstanding any provision in this Plan or in any Option Agreement, no Option shall be exercisable prior to such stockholder approval. Except with respect to Options then outstanding, if not sooner terminated under the provisions of Paragraph IX, the Plan shall terminate upon and no further Options shall be granted after September 30, 2009. VIII. Recapitalization or Reorganization (a) The existence of the Plan and the Options granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. (b) The shares with respect to which Options may be granted are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. (c) If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a "recapitalization"), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted so that such Option shall thereafter cover the number and class of shares of stock and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the Optionee had been the holder of record of the number of shares of Stock then covered by such Option. If (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company), (ii) the Company sells, leases or exchanges substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company), (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a "group" as contemplated by Section 13(d)(3) of the 1934 Act acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company's voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a "Corporate Change"), no later than (a) ten (10) days after the approval by the stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of directors or (b) thirty (30) days after a change of control of the type described in Clause (iv), the Committee, acting in its sole discretion without the consent or approval of any Optionee, shall act to effect one or more of the following alternatives, which may vary among individual Optionees and which may vary among Options held by any individual Optionee: (1) accelerate the time at which Options then outstanding may be exercised so that such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date all unexercised Options and all rights of Optionees thereunder shall terminate, (2) require that mandatory surrender to the Company by selected Optionees of some or all of the outstanding Options held by such Optionees (irrespective of whether such Options are then exercisable under the provisions of the Plan) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Options and the Company shall pay to each Optionee an amount of cash per share equal to the excess, if any, of the amount calculated in Subparagraph (d) below (the "Change of Control Value") of the shares subject to such Option over the exercise price(s) under such Options for such shares, (3) make such adjustments to Options then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Options then outstanding) or (4) provide that the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted so that such Option shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Optionee would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution the Optionee had been the holder of record of the number of shares of Stock then covered by such Option. (d) Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason therefor shall be made with respect to, the number of shares of Stock subject to Options theretofore granted or the purchase price per share. IX. Amendment or Termination of the Plan The Board in its discretion may terminate the Plan at any time with respect to any shares for which Options have not theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided, that no change in any Option theretofore granted may be made which would impair the rights of the Optionee without the consent of such Optionee (unless such change is required in order to cause the benefits under the Plan to qualify as performance-based compensation within the meaning of section 162(m) of the Code and applicable interpretive authority thereunder); and provided, further, that (i) the Board may not make any alteration or amendment which would decrease any authority granted to the Committee hereunder in contravention of Rule 16b-3 and (ii) the Board may not make any alteration or amendment which would materially increase the benefits accruing to participants under the Plan, increase the aggregate number of shares which may be issued pursuant to the provisions of the Plan, change the class of individuals eligible to receive Options under the Plan or extend the term of the Plan, without the approval of the stockholders of the Company. X. Securities Laws (a) The Company shall not be obligated to issue any Stock pursuant to any Option granted under the Plan at any time when the offering of the shares covered by such Option have not been registered under the Securities Act of 1933 and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the offering and sale of such shares. (b) It is intended that the Plan and any grant of an Option made to a person subject to Section 16 of the 1934 Act meet all of the requirements of Rule 16b-3. If any provision of the Plan or any such Option would disqualify the Plan or such Option under, or would otherwise not comply with, Rule 16b-3, such provision or Option shall be construed or deemed amended to conform to Rule 16b-3. XI. General (a) Nothing contained in this Plan or any Option granted pursuant to this Plan shall confer upon any employee the right to continue in the employ of the Company or its parent or subsidiary or any other corporation affiliated with the Company, or interfere in any way with the rights of the Company or its parent or subsidiaries or any corporation affiliated with the Company to terminate his or her employment. (b) No Optionee shall have any rights as a stockholder of the Company with respect to any shares of Stock subject to an Option hereunder until such shares of Stock have been issued. (c) Nothing contained in this Plan or in any Option Agreement issued hereunder shall impose any liability or responsibility on the Company, the Board, the Committee or any member or any of the foregoing to pay, or reimburse any Optionee for the payment of any tax arising out of, or on account of the issuance of an Option or Options hereunder to any Optionee, an Optionee's exercise of any Option issued under the Plan or an Optionee's sale, transfer or other disposition of any Stock acquired pursuant to the exercise of any Option issued hereunder. Any person receiving an Option hereunder shall expressly acknowledge and agree that such participation is voluntary and that the Optionee shall be solely responsible for all taxes to which he or she may or become subject as a consequence of such participation. EX-99.4 7 0007.txt AMENDMENT NO. 1 TO 1999 STOCK OPTION PLAN EXHIBIT 99.4 AMENDMENT NO. 1 TO 3TEC ENERGY CORPORATION 1999 STOCK OPTION PLAN Section III (b) of the 3TEC Energy Corporation 1999 Stock Option Plan (the "Plan") is hereby deleted in its entirety and replaced with the following: "(b) For all purposes under the Plan, the fair market value of a share of Stock on a particular date shall be equal to the closing price of the Stock (i) reported by the National Market System or NASDAQ on that date or (ii) if the Stock is listed on a national stock exchange, reported on the stock exchange composite tape on that date; or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Stock are so reported. In the event the Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate." This Amendment was approved by the Board of Directors of 3TEC Energy Corporation and is effective this 1st day of June, 2000. 3TEC ENERGY CORPORATION By:/s/ Floyd C. Wilson ---------------------------- Name: Floyd C. Wilson Title: Chief Executive Officer and Chairman of the Board EX-99.5 8 0008.txt MIDDLE BAY OIL STOCK OPTION AND APPRECIATION PLANS EXHIBIT 99.5 MIDDLE BAY OIL COMPANY, INC. AMENDED AND RESTATED 1995 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN 1. PURPOSE. The purpose of this Stock Option and Stock Appreciation Rights Plan is to advance the interests of Middle Bay Oil Company, Inc. (the "Corporation") by encouraging and enabling the acquisition of a larger personal proprietary interest in the Corporation by key employees and Directors of the Corporation upon whose judgment and keen interest the Corporation is largely dependent for the successful conduct of its operations, and by providing such key employees and Directors with incentives to put forth maximum efforts for the success of the Corporation's business. It is anticipated that the acquisition of such proprietary interest in the Corporation and such incentives will strengthen the desire of such key employees and Directors to remain with the Corporation as well as that such incentives and the opportunity to acquire such a proprietary interest will enable the Corporation and its Subsidiaries to attract desirable personnel and Directors. 2. DEFINITIONS. When used in this Plan, unless the context otherwise requires: (a) "Act" shall mean the Securities Exchange Act of 1934, as amended. (b) "Applicable Price Percentage" shall mean: (i) 100% with respect to any employee of the Corporation other than a Shareholder/Employee; or (ii) 110% with respect to a Shareholder/Employee. (c) "Board of Directors" shall mean the Board of Directors of the Corporation as constituted at any time. (d) "Chairman of the Board" shall mean the person who at the time shall be Chairman of the Board of Directors of the Corporation. (e) "Change of Control" means the occurrence of any of the following events: (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company); (ii) the Company sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company); (iii) the Company is to be dissolved and liquidated; (iv) any person or entity, including a "group," as contemplated by Section 13(d)(3) of the Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding Shares of the Company's voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board. (f) "Change of Control Value" shall mean (i) the per-Share price offered to shareholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per Share offered to shareholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per Share of the Shares into which awards are exercisable, as determined by the Committee. In the event that the consideration offered to shareholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered that is other than cash. (g) "Code" shall mean the Internal Revenue Code of 1986, as amended. (h) "Committee" shall mean the Compensation Committee of the Board of Directors hereinafter described in Section 4. (i) "Corporation" shall mean Middle Bay Oil Company, Inc. (j) "Fair Market Value" shall mean the average of the high and low sales prices on the stock exchange or market on which the Shares are primarily traded on the date as of which such value is being determined or, if there shall be no sale on that date, then on the last previous day on which a sale was reported or, if the above is not applicable, the value of a Share as established by the Committee for such date using any reasonable method of valuation. (k) "Incentive Award" shall mean an Option or Rights granted pursuant to the Plan. (l) "Non-Employee Director" shall mean a Director of the Corporation and/or its Subsidiaries who is not also an employee of the Corporation and/or its Subsidiaries. (m) "Options" shall mean the stock options granted pursuant to the Plan, which shall entitle the holder thereof to purchase Shares from the Corporation for such price and at such times as the Committee shall determine at the time the Options are granted, subject to the terms and conditions of the Plan. (n) "Plan" shall mean the Middle Bay Oil Company, Inc. 1995 Stock Option and Stock Appreciation Rights Plan, as such Plan from time to time may be amended. (o) "Rights" shall mean stock appreciation rights granted pursuant to the Plan, which shall entitle the holder thereof to receive from the Corporation cash or Shares or a combination of cash and Shares based upon the excess of the Fair Market Value of Shares at the time of exercise over the Fair Market Value of Shares on the date the Rights were granted, subject to the terms and conditions of the Plan. (p) "Share" shall mean a share of common stock of the Corporation. (q) "Shareholder/Employee" shall mean an employee of the Corporation possessing more than ten percent (10%) of the total combined voting power of all classes of Corporation stock, or of its parent or subsidiary corporation (if any), within the meaning of Code Section 422 and the regulations prescribed thereunder. For this purpose, the rules of Code Section 425(d) (relating to attribution of stock ownership because of certain family and business relationships) shall apply in determining the stock ownership of the employee, and stock that the employee may purchase under outstanding Options shall not be treated as stock owned by the employee. (r) "Subsidiary" shall mean any corporation more than 50% of whose stock having general voting power is owned by the Corporation, or by another Subsidiary as herein defined of the Corporation. Such term is intended further to include within its meaning only corporations included within the meaning of the term "subsidiary corporation," as defined in Code Section 425(f). 3. SHARES SUBJECT TO THE PLAN. Subject to the provisions of Section 15 hereof, the aggregate number of Shares that may be subject to Options or Rights shall not exceed 500,000, which Shares may be either Treasury Shares or authorized but unissued Shares. If the Shares that would be issued or transferred pursuant to any such Incentive Award are not issued or transferred and cease to be issuable or transferable for any reason, the number of Shares subject to such Incentive Award will no longer be charged against the limitation provided for herein and may again be made subject to Incentive Awards. 4. COMMITTEE. The Plan shall be administered by a Committee which shall consist of at least two Non-Employee Directors, none of whom shall have been participants in the Plan or in any other plan of the Corporation or any of its Subsidiaries entitling the participants therein to acquire stock, stock options or stock appreciation rights of the Corporation or any of its Subsidiaries at any time within one year prior to appointment. The members of the Committee shall be selected by the Board of Directors. If a member of the Committee, for any reason, shall cease to serve, the vacancy may be filled by the Board of Directors. Any member of the Committee may be removed at any time, with or without cause, by the Board of Directors. Until further action by the Board of Directors, the Committee shall be the same as the Compensation Committee of the Board of Directors. 5. PARTICIPANTS. All key employees of the Corporation and any Subsidiaries, and, subject to the provisions of Section 4 hereof, all Non-Employee Directors, shall be eligible to receive Incentive Awards under the Plan. The persons to whom Incentive Awards are to be offered under the Plan and the number of Shares with respect to which Incentive Awards are to be granted to each such person shall be determined by the Committee in its sole discretion, subject, however, to the terms and conditions of the Plan. 6. GRANT OF OPTIONS. The number of Options to be granted to any eligible person shall be determined by the Committee in its sole discretion. However, nothing herein contained shall be construed to prohibit the granting of Options at different times to the same person. A certificate of Option signed by the Chairman of the Board, the Chief Executive Officer, or the President or a Vice President, attested by the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, of the Corporation and having the seal of the Corporation affixed thereto, shall be delivered to each person to whom an Option is granted. 7. GRANT OF RIGHTS. (a) The Committee shall have the authority in its discretion to grant to any eligible person Rights which shall be granted separately from an Option. (b) Rights shall entitle the holder, upon the exercise thereof, to receive payment from the Corporation of an amount equal to the product obtained by multiplying (i) the excess of the Fair Market Value of one Share on the date of such exercise over the Fair Market Value of one Share on the date the Rights were granted (the "Spread"), or a portion of the Spread determined by the Committee at the time of grant, by (ii) the number of Shares in respect of which the Rights shall have then been so exercised. (c) Notwithstanding anything contained herein, the Committee may, in its sole discretion, limit the amount payable upon the exercise of Rights. Any such limitation shall be determined as of the date of grant and noted on the certificate evidencing the grant of the Rights. (d) In the Committee's discretion, payment of the amount determined hereunder upon the exercise of Rights may be made solely in cash, or solely in Shares valued at their Fair Market Value on the date of exercise of the Rights, or in a combination of cash and Shares. (e) Notwithstanding any other provision of the Plan or of the Rights, for purposes of determining the amount of the Spread in the case of a holder of Rights who is a Director or officer subject to Section 16(b) of the Act, the Committee, in its sole discretion, may designate a single Fair Market Value per Share with respect to all such holders who exercise Rights during any single ten-day period specified in Rule 16b-3(e)(3) under the Act; provided, however, that the Fair Market Value per Share designated by the Committee during any such period shall in no event be greater than the highest Fair Market Value per Share on any day during such period or less than the lowest Fair Market Value per Share on any day during such period. (f) A certificate of Rights signed by the Chairman of the Board, the Chief Executive Officer, or the President or a Vice President, attested by the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, of the Corporation and having the seal of the Corporation affixed thereto, shall be delivered to each person to whom Rights are granted. 8. DURATION OF INCENTIVE AWARDS. The duration of any Incentive Award shall be fixed by the Committee in its sole discretion; provided, however, that (i) no Incentive Award shall remain in effect for a period of more than ten years from the date on which it is granted (or such shorter duration as may be required pursuant to subsection 16(b)), and (ii) subject to Section 11, the duration of an Incentive Award shall not be less than five years from the date on which it is granted. 9. EXERCISE OF INCENTIVE AWARDS. (a) Except as otherwise provided herein, an Incentive Award, after the grant thereof, shall be exercisable by the holder at such rate and times as may be fixed by the Committee, in its sole discretion, at the time the Incentive Award is granted. Unless otherwise determined by the Committee, (i) no Option or Rights may be exercised until the second anniversary of the date on which the Option or Rights were granted, (ii) twenty-five percent (25%) of the Rights may be exercised, or the Shares subject to an Option may be purchased, on or after the second anniversary of the date of grant, and (iii) an additional twenty-five percent (25%) of the Rights may be exercised, or the Shares subject to the Option may be purchased, on or after each of the third, fourth and fifth anniversaries, respectively, of the date of grant, but prior to the expiration date of the Option or Rights. Notwithstanding the foregoing, all or any part of any remaining unexercised Options or Rights granted to any person may be exercised upon (A) the occurrence of such special circumstance or event as in the opinion of the Committee merits special consideration (but such exercise shall in no event occur during the six-month period commencing on the later of the date of grant of the Incentive Award or the date of shareholder approval of the Plan) or (B) the sale or other disposition of all or substantially all the assets of the Corporation or the merger or consolidation of the Corporation into another company in which the Corporation is not the surviving entity. (b) An Option shall be exercised by the delivery of a duly signed notice in writing to such effect, together with the Option certificate and the full purchase price of the Shares purchased pursuant to the exercise of the Option, to the Treasurer or an officer of the Corporation appointed by the Chief Executive Officer or the Chairman of the Board for the purpose of receiving the same. The notice of exercise may be delivered on, before or after the first date on which the Option may be exercised with respect to the Shares purchased (but no later than the last date on which the Option is exercisable according to other provisions of this Plan). If the notice is delivered before such first date, then the Option shall be deemed to have been exercised on such first date (regardless of whether or not such first date is a business day). Payment of the full purchase price shall be made as follows: in cash, or by check payable to the order of the Corporation, or by delivery to the Corporation of Shares which shall be valued at their Fair Market Value on the date of exercise of the Option, or by such other methods as the Committee may permit from time to time; provided, however, that a holder may not use any Shares acquired pursuant to the exercise of an Option granted under this Plan or any other stock option plan maintained by the Corporation or any Subsidiary unless the holder has beneficially owned such Shares for at least six months. (c) Within a reasonable time after the exercise of an Option, the Corporation shall cause to be issued and delivered, to the person entitled thereto, a certificate for the Shares purchased pursuant to the exercise of the Option. If the Option shall have been exercised with respect to less than all of the Shares subject to the Option, the Corporation shall also cause to be delivered to the person entitled thereto an Option certificate with respect to the number of Shares equal to the difference between the number of Shares of the Option certificate surrendered at the time of the exercise of the Option and the number of Shares with respect to which the Option was so exercised, or the original Option certificate shall be endorsed to give effect to the partial exercise thereof. (d) Rights shall be exercised by the delivery of a duly signed notice in writing to such effect, together with the Rights certificate, and a specification of the percentage of the Rights which the holder desires to exercise. Within a reasonable time thereafter, the Corporation shall cause to be delivered and/or issued to the person entitled thereto, the amount of cash and/or a certificate for the number of Shares determined in accordance with Section 7 hereof. If the Rights shall have been exercised with respect to less than all of the Shares subject thereto, the Corporation shall also cause to be delivered to the person entitled thereto a Rights certificate with respect to the difference between the number of Shares of the Rights certificate surrendered at the time of the exercise of the Rights and the number of Shares with respect to which the Rights were so exercised, or the original Rights certificate shall be endorsed to give effect to the partial exercise thereof. (e) Notwithstanding any other provision of the Plan or of any Option or Rights, no Option or Rights granted pursuant to the Plan may be exercised at any time when the Option or Rights or the granting or exercise thereof violates any law or governmental order or regulation. 10. PURCHASE PRICE. The purchase price per Share for the Shares to be purchased pursuant to the exercise of an Option shall be fixed by the Committee at the time of the grant of the Option. 11. TERMINATION OF EMPLOYMENT OR SERVICE. (a) If a holder of an Option and/or Rights shall voluntarily or involuntarily leave the employ or service of the Corporation and its Subsidiaries, the Option and Rights of such holder shall terminate forthwith, and a holder whose employment with, or service as a Director of, the Corporation or a Subsidiary is so terminated shall have no right after such termination to exercise any unexercised Option or Rights he might have exercised prior to the termination of his employment or service with the Corporation or a Subsidiary. Notwithstanding the foregoing, if the cessation of employment or service is due to retirement on or after attaining the age of sixty-five years, or to disability (to an extent and in a manner as shall be determined in each case by the Committee in its sole discretion) or to death, the holder or the representatives of the estate of the holder shall have the privilege of exercising the unexercised Options and/or Rights which the holder or the deceased could have exercised at the time of his retirement, disability or death, provided that such exercise must be accomplished prior to the expiration of such Options and Rights and within 90 days of the holder's retirement, disability or death. (b) Nothing contained herein or in an Option or Rights certificate shall be construed to confer on any employee or Director any right to be continued in the employ of the Corporation or any Subsidiary or as a Director of the Corporation or a Subsidiary or derogate from any right of the Corporation and any Subsidiary to request the resignation of or discharge of such employee or Director (without or with pay), at any time, with or without cause. 12. CONSIDERATION FOR INCENTIVE AWARDS. The Corporation shall obtain such consideration for the grant of an Incentive Award as the Committee in its discretion may request. 13. NONTRANSFERABILITY OF INCENTIVE AWARDS. Incentive Awards shall not be transferable by the holder thereof otherwise than by will or the laws of descent and distribution to the extent provided herein, and Incentive Awards may be exercised or surrendered during the holder's lifetime only by the holder thereof. 14. TAX WITHHOLDING. The Corporation or Subsidiary shall deduct and withhold such amounts under any federal, state or local tax rules or regulations as it deems appropriate with respect to the issuance of Shares and/or the payment of cash to the holder of any Incentive Award from any cash or other payments to be made to the holder. In any event, the holder shall make available to the Corporation or Subsidiary, promptly when required, sufficient funds to meet the requirements of such withholding; and the Committee shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds available to the Corporation or Subsidiary when required. 15. ADJUSTMENT PROVISION. (a) If prior to the complete exercise of any Option there shall be declared and paid a stock dividend upon the Shares or if the Shares shall be split up, converted, exchanged, reclassified, or in any way substituted for, then the Option, to the extent that it has not been exercised, shall entitle the holder thereof upon the future exercise of the Option to such number and kind of securities or cash or other property subject to the terms of the Option to which he would have been entitled had he actually owned the Shares subject to the unexercised portion of the Option at the time of the occurrence of such stock dividend, split-up, conversion, exchange, reclassification or substitution, and the aggregate purchase price upon the future exercise of the Option shall be the same as if the originally optioned Shares were being purchased thereunder. (b) Any fractional shares or securities payable upon the exercise of the Option as a result of such adjustment shall be payable in cash based upon the Fair Market Value of such shares or securities at the time of such exercise. If any such event should occur, the number of Shares with respect to which Incentive Awards remain to be issued, or with respect to which Incentive Awards may be reissued, shall be adjusted in a similar manner. (c) In addition to the adjustments provided for in the preceding paragraph, upon the occurrence of any of the events referred to in said paragraph prior to the complete exercise of any Rights, the Committee, in its sole discretion, shall determine the amount of cash and/or number of Shares or other property to which the holder of the Rights shall be entitled upon their exercise, so that there shall be no increase or dilution in the cash and/or value of the Shares or other property to which the holder of Rights shall be entitled by reason of such events. (d) In the event of a Change of Control, the Committee, in its discretion, may act to effect one or more of the following alternatives with respect to outstanding Options and Rights which may vary among individual holders and which may vary among Options and Rights held by any individual holder: (i) accelerate the time at which Options and Rights then outstanding may be exercised so that such Options and Rights may be exercised in full for a limited period of time on or before a specified date (before or after such Change of Control) fixed by the Committee, after which specified date all unexercised Options and Rights and all rights of holders thereunder shall terminate, (ii) require the mandatory surrender to the Company by selected holders of some or all of the outstanding Options and Rights held by such holders (irrespective of whether such Options and Rights are then exercisable under the provisions of the Plan) as of a date, before or after such Change of Control, specified by the Committee, in which event the Committee shall thereupon cancel such Options and Rights and the Company shall pay to each holder an amount of cash per Share equal to the excess, if any, of the Change of Control Value of the Shares subject to such Options and Rights over the exercise price(s) under such Options and Rights for such Shares, (iii) make such adjustments to Options and Rights then outstanding as the Committee deems appropriate to reflect such Change of Control (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Options and Rights then outstanding) or (iv) provide that thereafter, upon any exercise of Options or Rights theretofore granted, the holder shall be entitled to purchase under such Options and Rights, in lieu of the number of Shares then covered by such Option or Right, the number and class of Shares of stock or other securities or property (including, without limitation, cash) to which the holder would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution the holder had been the holder of record of the number of Shares then covered by such Option or Right. The provisions contained in this subparagraph (d) shall not terminate any rights of the holder to further payments pursuant to any other agreement with the Company following a Change of Control. (e) Notwithstanding any other provision of the Plan, in the event of a recapitalization, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or outstanding Shares, the Committee may make such equitable adjustments to the number of Shares and the class of shares available hereunder or to any outstanding Incentive Awards as it shall deem appropriate to prevent dilution or enlargement of rights. 16. INCENTIVE STOCK OPTIONS. (a) Each Option granted pursuant to this Agreement is intended to constitute an incentive stock option, within the meaning of Code Section 422, unless: (i) the Option is granted to a Non-Employee Director; or (ii) the purchase price per Share for the Shares to be purchased pursuant to the exercise of an Option is fixed by the Committee at an amount less than the Applicable Price Percentage of the Fair Market Value per Share at the time the Option is granted; or (iii) the aggregate Fair Market Value of Shares with respect to which Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Corporation and its parent and subsidiary corporations) exceeds $100,000 (in which case this exception to intention regarding incentive stock option treatment shall apply only to the extent of whole Shares constituting such excess); or (iv) the Committee determines, in exercising its discretion with respect to grant of Option, that the Option should not be treated as an incentive stock option. The Committee shall cause an appropriate statement, including whether or not the Option is intended to constitute an incentive stock option, to be included within each certificate of Option delivered pursuant to Section 6. Only key employees of the Corporation or its Subsidiary are eligible to receive incentive stock options. (b) No Option intended to constitute an incentive stock option and granted to a Shareholder/Employee shall remain in effect for a period of more than five years from the date on which it is granted. (Accordingly, and in accordance with Section 8, the duration of any such Option granted to a Shareholder/Employee shall be exactly five years, subject to Section 11.) (c) The Committee shall not exercise its discretion, in determining the rate and times at which an Incentive Award may be exercised pursuant to subsection 9(a), in a manner such that the exercise of Rights or Options which are not incentive stock options affects the exercise of incentive stock options. 17. ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES ACT. The Corporation may postpone the issuance and delivery of Shares pursuant to the exercise of any Incentive Award until (a) the admission of such Shares to listing on any stock exchange on which Shares of the Corporation of the same class are then listed and (b) the completion of such registration or other qualification of such Shares under any state or federal law, rule or regulation as the Corporation shall determine to be necessary or advisable. As a condition precedent to the issuance of Shares pursuant to the exercise of an Incentive Award, the Corporation may require the recipient thereof to make such representations and furnish such information as may, in the opinion of counsel for the Corporation, be appropriate to permit the Corporation, in the light of the then existence or non-existence with respect to such Shares of an effective Registration Statement under the Securities Act of 1933, as from time to time amended, to issue the Shares in compliance with the provisions of that or any comparable act. 18. ADMINISTRATION AND AMENDMENT OF THE PLAN. (a) Except as hereinafter provided, the Board of Directors or the Committee may at any time withdraw or from time to time amend the Plan and the terms and conditions of any Incentive Award not theretofore granted, and the Board of Directors or the Committee, with the consent of the affected holder of an Incentive Award, may at any time withdraw or from time to time amend the Plan and the terms and conditions of such Incentive Awards as have been theretofore granted. Notwithstanding the foregoing, any amendment by the Board of Directors or Committee which would increase the number of Shares issuable under the Plan or change the class of persons to whom Incentive Awards may be granted shall be subject to the approval of the stockholders of the Corporation within one year of such amendment. (b) A determination of the Committee as to any questions which may arise with respect to the interpretation of the provisions of the Plan and Incentive Awards shall be final. (c) The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may determine to be advisable to make the Plan and Incentive Awards effective or provide for their administration, and may take such other action with regard to the Plan and Incentive Awards as it shall deem desirable to effectuate their purpose. 19. GOVERNING LAW. The Plan shall be governed by and construed in accordance with the laws of the State of Alabama, without giving effect to principles of conflict of laws. 20. EFFECTIVE DATE OF THE PLAN. This Plan is conditioned upon its approval (i) at any duly held meeting of the shareholders of the Corporation by the vote of the holders of a majority of the stock of the Corporation present, or represented, and entitled to vote at such meeting, or (ii) by the written consent of the holders of a majority of the stock of the Corporation entitled to vote; except that this Plan may be adopted and approved by the Board of Directors to permit the grant of Incentive Awards prior to the approval of the Plan by the shareholders of the Corporation as aforesaid. In the event that this Plan is not approved by the shareholders of the Corporation as aforesaid, this Plan and any Incentive Awards granted hereunder shall be void and of no force or effect. 21. FINAL ISSUANCE DATE. No Incentive Award shall be granted under the Plan after May 1, 2005. IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to affix their signatures and the seal of the Corporation to this Plan on this the ________ day of May, 1997. ATTEST: MIDDLE BAY OIL COMPANY, INC. By: ---------------------------- John J. Bassett, President ------------------------- Secretary [CORPORATE SEAL] EX-99.6 9 0009.txt AMD 1 - MIDDLE BAY STOCK OPT/APPREC PLANS-6/18/98 EXHIBIT 99.6 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED 1995 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN OF MIDDLE BAY OIL COMPANY, INC. As of the date set forth below, Section 3 of the Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan of Middle Bay Oil Company, Inc. is amended to read as follows: "3. SHARES SUBJECT TO THE PLAN. Subject to the provisions of Section 15 hereof, the aggregate number of Shares that may be subject to Options or Rights shall not exceed 1,500,000, which Shares may be either Treasury Shares or authorized but unissued Shares. If the Shares that would be issued or transferred pursuant to any such Incentive Award are not issued or transferred and cease to be issuable or transferable for any reason, the number of Shares subject to such Incentive Award will no longer be charged against the limitation provided for herein and may again be made subject to Incentive Awards." IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to affix their signatures and the seal of the Corporation to this amendment on the 18th day of June, 1998. MIDDLE BAY OIL COMPANY, INC. ATTEST: By ------------------------------- John J. Bassett, President - ----------------------------- Secretary [CORPORATE SEAL] EX-99.7 10 0010.txt AMD 1 - MIDDLE BAY STOCK OPT/APPREC PLANS-8/24/99 EXHIBIT 99.7 MIDDLE BAY OIL COMPANY, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED 1995 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN The Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan (the "Plan") is hereby amended as follows: Section 11 is stricken in its entirety and replaced by the following: "11. Termination of Employment or Service. (a) Termination Provisions. If a holder of an Option and/or Rights shall voluntarily or involuntarily leave the employ or service of the Corporation and its Subsidiaries, the Option and Rights of such holder shall terminate 30 days following such termination, and a holder whose employment with, or service as a Director of, the Corporation or a Subsidiary is so terminated shall have no right after such 30-day period following such termination to exercise any unexercised Option or Rights he might have exercised prior to the termination of his employment or service with the Corporation or a Subsidiary. Notwithstanding the foregoing, if the cessation of employment or service is due to retirement on or after attaining the age of sixty- five years, or to disability (to an extent and in a manner as shall be determined in each case by the Committee in its sole discretion) or to death, the holder or the representatives of the estate of the holder shall have the privilege of exercising the unexercised Options and/or Rights which the holder or the deceased could have exercised at the time of his retirement, disability or death, provided that such exercise must be accomplished prior to the expiration of such Options and Rights and within 90 days of the holder's retirement, disability or death. (b) Special Termination Provisions Applicable to Event of 3TEC Energy Corporation Securities Purchase Agreement. Notwithstanding the foregoing, any Options or Rights granted prior to July 1, 1999 (the date of the Securities Purchase Agreement between 3TEC Energy Corporation and the Corporation [the "Agreement"]) may be exercised for a one (1) year period from the following dates: (i) the date of termination of a holder whose employment with the Corporation is terminated without cause by the Corporation during the six-month period commencing with the Closing of the Agreement, (ii) the date of termination of a holder's employment whose employment with the Corporation is terminated by the employee with "Good Reason," as defined in such employee's written employment agreement, or (iii) from the date of resignation of a holder who is also a director of the Corporation who resigns at Closing of the Agreement. (c) No Right of Continued Employment Conferred. Nothing contained herein or in an Option or Rights certificate shall be construed to confer on any employee or Director any right to be continued in the employ of the Corporation or any Subsidiary or as a Director of the Corporation or a Subsidiary or derogate from any right of the Corporation and any Subsidiary to request the resignation of or discharge of such employee or Director (without or with pay), at any time, with or without cause." IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to affix their signatures and the seal of the Corporation to this Amendment No. 1 to the Plan on this 24/th/ day of August, 1999. MIDDLE BAY OIL COMPANY, INC. ATTEST: By ------------------------------- John J. Bassett, President - ----------------------------- Secretary [CORPORATE SEAL] EX-99.8 11 0011.txt AMD 3 - MIDDLE BAY STOCK OPT/APPREC PLANS-6/1/00 EXHIBIT 99.8 AMENDMENT NO. 3 TO 3TEC ENERGY CORPORATION AMENDED AND RESTATED 1995 STOCK OPTION PLAN AND STOCK APPRECIATION RIGHTS PLAN Section 2(j) of the 3TEC Energy Corporation Amended and Restated 1995 Stock Option Plan and Stock Appreciation Rights Plan is hereby deleted in its entirety and replaced with the following: "(j) "Fair Market Value" shall mean the closing price of the Stock (i) reported by the National Market System or NASDAQ on that date or (ii) if the Stock is listed on a national stock exchange, reported on the stock exchange composite tape on that date; or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Stock are so reported. In the event the Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate." This Amendment was approved by the Board of Directors of 3TEC Energy Corporation and is effective this 1st day of June, 2000. 3TEC ENERGY CORPORATION By:/s/ Floyd C. Wilson ----------------------------- Name: Floyd C. Wilson Title: Chief Executive Officer and Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----