Washington, D.C. 20549
Notice
of Annual Meeting of Stockholders – Supplemental Appendix
To be held May 18, 2016
9:00 a.m. Central Time
The Worthington Renaissance Hotel, Bur Oak Room,
200 Main Street, Fort Worth, Texas 76102
To the Stockholders of Range Resources Corporation:
The 2016 Annual Meeting of Stockholders
of Range Resources Corporation (the “Annual Meeting” or the “Meeting”), a Delaware corporation (“Range”
or the “Company”), will be held at the Worthington Renaissance Hotel, Bur Oak Room, 200 Main Street, Fort Worth, Texas
on Wednesday, May 18, 2016 at 9:00 a.m. Central Time. The purposes of the meeting, as more fully described in the attached Proxy
Statement, are:
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1.
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To
elect the nine nominees named in the attached Proxy Statement to our Board of Directors, each for a term expiring at the 2017 annual meeting or when their successors are duly elected and qualified;
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2.
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To
consider and vote on a non-binding proposal to approve our executive compensation philosophy (“say on pay”);
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3.
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To
re-approve the material terms of the Company’s 2005 Amended and Restated Equity Plan insofar as to allow the Company to grant qualified “performance based compensation” under the Plan;
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4.
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To
consider and vote on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm as of and for the fiscal year ending December 31, 2016;
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5.
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If
presented, to consider and vote on a stockholder proposal regarding disclosure of political spending by the Company; and
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6.
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To transact any other business properly brought before the meeting.
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This notice is being sent to holders of
our common stock of record at the close of business on March 24, 2016. Each such holder has the right to vote at the meeting or
any adjournment or postponement. The list of stockholders entitled to vote at the meeting will be open to the examination of any
stockholder for any purpose relevant to the meeting during normal business hours for ten days before the meeting at our Fort Worth
offices. The list will also be available during the meeting for inspection by stockholders.
Whether or not you plan to attend the
meeting, please complete, date and sign the enclosed proxy and return it in the envelope provided or you may vote online at www.proxyvote.com
using the control number printed on the proxy. You may revoke your proxy at any time before its exercise and, if you are present
at the meeting, you may withdraw your proxy and vote in person.
April 14, 2016
Fort Worth, Texas
By Order of the Board of Directors
David P. Poole
Corporate Secretary
Our Notice of Annual Meeting
and Proxy Statement with respect to the 2016 annual meeting of stockholders to be held on
Wednesday, May 18, 2016
(the
“Proxy Statement”) of Range Resources Corporation (the “Company”) states on page 63 that the Company’s
Amended and Restated 2005 Equity-Based Incentive Compensation Plan (the “Plan”) is attached to the Proxy Statement
as Appendix A. Appendix A was inadvertently not included with the Proxy Statement filed with the Securities and Exchange Commission
on April 8, 2016. We are now filing these additional proxy materials, which include the Plan document in its entirety and the
subsequent amendments to the Plan.
APPENDIX A
AMENDED
AND RESTATED
1
RANGE RESOURCES CORPORATION
2005 EQUITY-BASED COMPENSATION PLAN
1
Amended and Restated to incorporate
all amendments to the 2005 Equity Plan through May 20, 2009.
TABLE OF CONTENTS
RANGE
RESOURCES CORPORATION
AMENDED and RESTATED 2005 EQUITY-BASED COMPENSATION PLAN
2
1.
Purpose
.
The purpose of the Range Resources Corporation 2005 Equity-Based Compensation Plan (the “Plan”) is to provide a means
through which Range Resources Corporation, a Delaware corporation (the “Company”), and its subsidiaries may attract
and retain able persons as employees, directors and consultants of the Company and to provide a means whereby those persons upon
whom the responsibilities of the successful administration and management of the Company rest, and whose present and potential
contributions to the welfare of the Company are of importance, can acquire and maintain stock ownership, or awards the value of
which is tied to the performance of the Company’s stock, thereby strengthening their concern for the welfare of the Company
and their desire to remain in its employ. A further purpose of this Plan is to provide such employees and directors with additional
incentive and reward opportunities designed to enhance the profitable growth of the Company. Accordingly, this Plan primarily provides
for granting Incentive Stock Options, options which do not constitute Incentive Stock Options, Restricted Stock Awards, Stock Appreciation
Rights, Phantom Stock Awards or any combination of the foregoing, as is best suited to the circumstances of the particular individual
as provided herein.
2.
Definitions
.
For purposes of this Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section
1 hereof:
(a) “Acquiring
Person” means (i) any Person other than the Company, any Subsidiary, any employee benefit plan of the Company or any Subsidiary
or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company,
and (ii) all members of a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934)
of which any Person described in clause (i) is a member with respect to the Company’s securities.
(b) “Annual
Incentive Award” means a conditional right granted to a Participant under Section 8(c) hereof to receive a cash payment,
Stock or other Award, unless otherwise determined by the Committee, after the end of a specified fiscal year.
(c) “Award”
means any Option, SAR (including Limited SAR), Restricted Stock Award, Phantom Stock Award, Stock granted as a bonus or in lieu
of another award, Dividend Equivalent, Other Stock-Based Award, Performance Award or Annual Incentive Award, together with any
other right or interest granted to a Participant under this Plan.
(d) “Beneficiary”
means one or more persons, trusts or other entities which have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits specified under this Plan upon such Participant’s
death or to which Awards or other rights are transferred if and to the extent permitted under Section 10(a) hereof. If, upon a
Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means
the persons, trusts or other entities entitled by will or the laws of descent and distribution to receive such benefits.
(e) “Beneficial
Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.
(f) “Board”
means the Company’s Board of Directors.
(g) “Business
Day” means any day other than a Saturday, a Sunday, or a day on which banking institutions in the state of Texas are authorized
or obligated by law or executive order to close.
(h) “Change
in Control” means the occurrence of any of the following events:
2
Amended and Restated to incorporate
all amendments to the 2005 Equity Plan through May 20, 2009.
(i)
Change
in Board Composition
. Persons who constitute the members of the Board as of the date hereof (the “Incumbent Directors”),
cease for any reason to constitute at least a majority of members of the Board; provided that any Person becoming a director of
the Company subsequent to the date hereof shall be considered an Incumbent Director if such Person’s appointment, election
or nomination was approved by a vote of at least 50% of the Incumbent Directors; but provided, further, that any such Person whose
initial assumption of office is in connection with an actual or threatened election contest relating to the election of members
of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (within
the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other
than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation,
shall not be considered an Incumbent Director;
(ii)
Business
Combination
. Consummation of (x) a reorganization, merger or consolidation or sale or other disposition of all or substantially
all of the assets of the Company, whether in one or a series of related transactions, or (y) the acquisition of assets or stock
of another entity by the Company (either, a “Business Combination”), excluding, however, any Business Combination
pursuant to which:
(A) Persons who were
the beneficial owners, respectively, of the then outstanding shares of common stock, par value $0.01 per share, of the Company
(the “Outstanding Stock”) and the combined voting power of the then outstanding securities entitled to vote generally
in the election of directors of the Company (the “Outstanding Company Voting Securities”) immediately prior to such
Business Combination beneficially own, upon consummation of such Business Combination, directly or indirectly, more than 50% of
the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation)
and more than 50% of the combined voting power of the then outstanding securities (or interests) entitled to vote generally in
the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation)
of the Surviving Corporation (as defined below) in substantially the same proportions as their ownership of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination;
(B) no Person (other
than the Company, any Subsidiary, any employee benefit plan of the Company or any Subsidiary or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary of the Company) or group (within the meaning
of Rule 13d-5 promulgated under the Exchange Act) (“Group”) becomes the beneficial owner (within the meaning of Rule
13d-3 promulgated under the Exchange Act) (“Beneficial Owner”) of 35% or more of either (x) the then outstanding shares
of common stock (or similar securities or interests in the case of an entity other than a corporation) of the Surviving Corporation,
or (y) the combined voting power of the then outstanding securities (or interests) entitled to vote generally in the election of
directors (or in the selection of any other similar governing body in the case of an entity other than a corporation) of the Surviving
Corporation; and
(C) individuals who
were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such
Business Combination constitute at least a majority of the members of the board of directors (or of any similar governing body
in the case of an entity other than a corporation) of the Surviving Corporation;
where, for purposes of this clause (ii),
the term “Surviving Corporation” means the entity resulting from a Business Combination or, if such entity is a direct
or indirect Subsidiary of another entity, the entity that is the ultimate parent of the entity resulting from such Business Combination.
(iii)
Stock
Acquisition
. Any Person (other than the Company, any Subsidiary, any employee benefit plan of the Company or any Subsidiary
or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company)
or Group becomes the Beneficial Owner of 35% or more of either (x) the Outstanding Stock or (y) the Outstanding Company Voting
Securities; provided, however, that for purposes of this Section 2(h)(iii), no Change in Control shall be deemed to have occurred
as a result of the following acquisitions: (A) any acquisition directly from the Company; or (B) any acquisition by a Person pursuant
to a Business Combination which complies with clauses (A), (B) and (C) of Section 2(h)(ii); or
(iv)
Liquidation
.
Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company (or, if no such approval is
required, the consummation of such a liquidation or dissolution).
(i) “Change
in Control Price” means the amount calculated in accordance with Section 9 of this Plan.
(j) “Code”
means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions
and regulations thereto.
(k) “Committee”
means a committee of two or more directors designated by the Board to administer this Plan; provided, however, that, unless otherwise
determined by the Board, the Committee shall consist solely of two or more directors, each of whom shall be (i) a “nonemployee
director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” as defined
under section 162(m) of the Code, unless administration of this Plan by “outside directors” is not then required in
order to qualify for tax deductibility under section 162(m) of the Code.
(l) “Covered
Employee” means an Eligible Person who is a Covered Employee as specified in Section 8(e) of this Plan.
(m) “Dividend
Equivalent” means a right, granted to a Participant under Section 6(g), to receive cash, Stock, other Awards or other property
equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.
(n) “Effective
Date” means May 18, 2005.
(o) “Eligible
Person” means all officers and employees of the Company or of any Subsidiary, and other persons who provide services to the
Company or any of its Subsidiaries, including directors of the Company. An employee on leave of absence may be considered as still
in the employ of the Company or a Subsidiary for purposes of eligibility for participation in this Plan.
(p) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions
and rules thereto.
(q) “Executive
Officer” means an executive officer of the Company as defined under the Exchange Act.
(r) “Fair Market
Value” means, for a particular day:
(i) if shares
of Stock of the same class are listed or admitted to unlisted trading privileges on any national or regional securities exchange
at the date of determining the Fair Market Value, then the last reported sale price, regular way, on the composite tape of that
exchange on that business day or, if no such sale takes place on that business day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed
or admitted to unlisted trading privileges on that securities exchange or, if no such closing prices are available for that day,
the last reported sale price, regular way, on the composite tape of that exchange on the last business day before the date in question;
or
(ii) if
shares of Stock of the same class are not listed or admitted to unlisted trading privileges as provided in subparagraph (i) and
if sales prices for shares of Stock of the same class in the over-the-counter market are reported by the National Association of
Securities Dealers, Inc. Automated Quotations, Inc. (“NASDAQ”) National Market System as of the date of determining
the Fair Market Value, then the last reported sales price so reported on that business day or, if no such sale takes place on that
business day, the average of the high bid and low asked prices so reported or, if no such prices are available for that day, the
last reported sale price so reported on the last business day before the date in question; or
(iii) if
shares of Stock of the same class are not listed or admitted to unlisted trading privileges as provided in subparagraph (i) and
sales prices for shares of Stock of the same class are not reported by the NASDAQ National Market System (or a similar system then
in use) as provided in subparagraph (ii), and if bid and asked prices for shares of Stock of the same class in the over-the-counter
market are reported by NASDAQ (or, if not so reported, by the National Quotation Bureau Incorporated) as of the date of determining
the Fair Market Value, then the average of the high bid and low asked prices on that business day or, if no such prices are available
for that day, the average of the high bid and low asked prices on the last business day before the date in question; or
(iv) if
shares of Stock of the same class are not listed or admitted to unlisted trading privileges as provided in subparagraph (i) and
sales prices or bid and asked prices therefor are not reported by NASDAQ (or the National Quotation Bureau Incorporated) as provided
in subparagraph (ii) or subparagraph (iii) as of the date of determining the Fair Market Value, then the value determined in good
faith by the Committee, which determination shall be conclusive for all purposes; or
(v) if shares
of Stock of the same class are listed or admitted to unlisted trading privileges as provided in subparagraph (i) or sales prices
or bid and asked prices therefor are reported by NASDAQ (or the National Quotation Bureau Incorporated) as provided in subparagraph
(ii) or subparagraph (iii) as of the date of determining the Fair Market Value, but the volume of trading is so low that the Board
of Directors determines in good faith that such prices are not indicative of the fair value of the Stock, then the value determined
in good faith by the Committee, which determination shall be conclusive for all purposes notwithstanding the provisions of subparagraphs
(i), (ii) or (iii).
For purposes of valuing Incentive Stock
Options, the Fair Market Value of Stock shall be determined without regard to any restriction other than one that, by its terms,
will never lapse.
(s) “Incentive
Stock Option” or “ISO” means any Option intended to be and designated as an incentive stock option within the
meaning of section 422 of the Code or any successor provision thereto.
(t) “Limited
SAR” means a right granted to a Participant under Section 6(c) hereof.
(u) “Option”
means a right, granted to a Participant under Section 6(b) hereof, to purchase Stock or other Awards at a specified price during
specified time periods.
(v) “Other
Stock-Based Awards” means Awards granted to a Participant under Section 6(h) hereof.
(w) “Participant”
means a person who has been granted an Award under this Plan which remains outstanding, including a person who is no longer an
Eligible Person.
(x) “Performance
Award” means a right, granted to a Participant under Section 8 hereof, to receive Awards based upon performance criteria
specified by the Committee.
(y) “Person”
shall mean any individual, group, partnership, limited liability company, corporation, association, trust, or other entity or organization.
(z) “Phantom
Stock” means a right, granted to a Participant under Section 6(e) hereof, to receive Stock, cash or a combination thereof
at the end of a specified deferral period.
(aa) “Qualified
Member” means a member of the Committee who is a “Non-Employee Director” within the meaning of Rule 16b-3(b)(3)
and an “outside director” within the meaning of regulation 1.162-27 under section 162(m) of the Code.
(bb) “Restricted
Stock” means Stock granted to a Participant under Section 6(d) hereof, that is subject to certain restrictions and to a risk
of forfeiture.
(cc) “Rule
16b-3” means Rule 16b-3, promulgated by the Securities and Exchange Commission under section 16 of the Exchange Act, as from
time to time in effect and applicable to this Plan and Participants.
(dd) “Securities
Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder, or any successor law, as it may
be amended from time to time.
(ee) “Stock”
means the Company’s Common Stock, par value $.01 per share, and such other securities as may be substituted (or resubstituted)
for Stock pursuant to Section 9.
(ff) “Stock
Appreciation Rights” or “SAR” means a right granted to a Participant under Section 6(c) hereof.
(gg) “Subsidiary”
means any corporation or other entity of which a majority of the combined voting power of the outstanding Voting Securities is
owned, directly or indirectly, by the Company.
(hh) “Voting
Securities” means with respect to any Person any securities or interests that vote generally in the election of directors,
in the admission of general partners or members, or in the selection of any other similar governing body of such Person.
3.
Administration
.
(a)
Authority
of the Committee
. This Plan shall be administered by the Committee except to the extent the Board elects, in order to comply
with Rule 16b-3 or for any other reason, to administer this Plan, in which case references herein to the “Committee”
shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan and Rule 16b-3,
the Committee shall have the authority, in its sole and absolute discretion, to (i) adopt, amend, and rescind administrative and
interpretive rules and regulations relating to the Plan; (ii) determine the Eligible Persons to whom, and the time or times at
which, Awards shall be granted; (iii) determine the amount of cash and the number of shares of Stock, Stock Appreciation Rights,
Phantom Stock Rights, or Restricted Stock Awards, or any combination thereof, that shall be the subject of each Award; (iv) determine
the terms and provisions of each Award agreement (which need not be identical), including provisions defining or otherwise relating
to (A) the term and the period or periods and extent of exercisability of the Options, (B) the extent to which the transferability
of shares of Stock issued or transferred pursuant to any Award is restricted, (C) the effect of termination of employment of a
Participant on the Award, and (D) the effect of approved leaves of absence (consistent with any applicable regulations of the
Internal Revenue Service); (v) accelerate the time of exercisability of any Option that has been granted; (vi) construe the respective
Award agreements and the Plan; (vii) make
determinations of the Fair Market Value
of the Stock pursuant to the Plan; (viii) delegate its duties under the Plan to such agents as it may appoint from time to time,
provided that the Committee may not delegate its duties with respect to making Awards to, or otherwise with respect to Awards granted
to, Eligible Persons who are subject to section 16(b) of the Exchange Act or section 162(m) of the Code; (ix) subject to ratification
by the Board, terminate, modify, or amend the Plan; and (x) make all other determinations, perform all other acts, and exercise
all other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial
acts and responsibilities as the Committee deems appropriate. Subject to Rule 16b-3 and section 162(m) of the Code, the Committee
may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, in any Award, or in any Award agreement
in the manner and to the extent it deems necessary or desirable to carry the Plan into effect, and the Committee shall be the sole
and final judge of that necessity or desirability. The determinations of the Committee on the matters referred to in this Section
3(a) shall be final and conclusive.
(b)
Manner
of Exercise of Committee Authority
. At any time that a member of the Committee is not a Qualified Member, any action of the
Committee relating to an Award granted or to be granted to a Participant who is then subject to section 16 of the Exchange Act
in respect of the Company, or relating to an Award intended by the Committee to qualify as “performance-based compensation”
within the meaning of section 162(m) of the Code and regulations thereunder, may be taken either (i) by a subcommittee, designated
by the Committee, composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is
not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that, upon such abstention
or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee
or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes
of this Plan. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its subsidiaries,
stockholders, Participants, Beneficiaries, and transferees under Section 10(a) hereof or other persons claiming rights from or
through a Participant. The express grant of any specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers
of the Company or any Subsidiary, or committees thereof, the authority, subject to such terms as the Committee shall determine,
to perform such functions, including administrative functions, as the Committee may determine, to the extent that such delegation
will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to section 16 of
the Exchange Act in respect of the Company and will not cause Awards intended to qualify as “performance-based compensation”
under section 162(m) of the Code to fail to so qualify. The Committee may appoint agents to assist it in administering this Plan.
(c)
Limitation
of Liability
. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or employee of the Company or a Subsidiary, the Company’s legal counsel,
independent auditors, consultants or any other agents assisting in the administration of this Plan. Members of the Committee and
any officer or employee of the Company or a Subsidiary acting at the direction or on behalf of the Committee shall not be personally
liable for any action or determination taken or made in good faith with respect to this Plan, and shall, to the fullest extent
permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.
4.
Stock Subject
to Plan
.
(a)
Overall
Number of Shares Available for Delivery
. Subject to adjustment in a manner consistent with any adjustment made pursuant to
Section 9, the total number of shares of Stock reserved and available for delivery in connection with Awards under this Plan shall
not exceed the sum of (i) 3,925,000 shares (the “162(m) Covered Shares”), plus (ii) 14,775,000 shares of Stock, less
(iii) the number of shares of Stock issued under the Range Resources Corporation 1999 Stock Option Plan (the “1999 Plan”)
prior to the Effective Date and less the number of shares of Stock issuable pursuant to awards outstanding under the 1999 Plan
as of the Effective Date, plus (iv) the number of shares that become available for delivery under the 1999 Plan after the Effective
Date with respect to awards that lapse or are terminated and with respect to which shares are not issued, plus (v) the 569,303
shares of Stock available for delivery under the Stroud Energy, Inc. 2005 Stock Incentive Plan (the “Stroud Shares”);
provided, however, that Stroud Shares shall only be utilized with respect to Awards granted to an Eligible Person who either (A)
is a former employee of Stroud Energy, Inc. or one of its affiliates, or (B) first became an
officer or employee of (or otherwise began
providing services to) the Company or any Subsidiary or first became a director of the Company after June 19, 2006.
(b)
Application
of Limitation to Grants of Awards
. No Award may be granted if (i)(A) the number of shares of Stock to be delivered in connection
with such Award or, (B) in the case of an Award relating to shares of Stock but settleable only in cash (such as cash-only SARs),
the number of shares to which such Award relates exceeds (ii) the number of shares of Stock remaining available under this Plan
minus the number of shares of Stock issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt
reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or
substitute awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares
previously counted in connection with an Award.
(c)
Availability
of Shares Not Delivered under Awards
. Shares of Stock subject to an Award under this Plan that expire or are canceled, forfeited,
settled in cash or otherwise terminated without a delivery of shares to the Participant, including (i) the number of shares withheld
in payment of any exercise or purchase price of an Award or taxes relating to Awards, and (ii) the number of shares surrendered
in payment of any exercise or purchase price of an Award or taxes relating to any Award, will again be available for Awards under
this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable
law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation.
(d)
Stock
Offered
. The shares to be delivered under the Plan shall be made available from (i) authorized but unissued shares of Stock,
(ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including
shares purchased on the open market, in each situation as the Board or the Committee may determine from time to time at its sole
option.
5.
Eligibility;
Per Person Award Limitations
. Awards may be granted under this Plan only to Eligible Persons. In any 12-month period established
by the Committee, during any part of which this Plan is in effect, a Covered Employee may not be granted Awards, with respect to
the 162(m) Covered Shares, relating to more than 450,000 shares of Stock with respect to Stock-based Awards, subject to adjustment
in a manner consistent with any adjustment made pursuant to Section 9, or $2,500,000 with respect to Awards the value of which
is not based on Stock.
6.
Specific Terms
of Awards
.
(a)
General
.
Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award
or the exercise thereof, at the date of grant or thereafter (subject to Section 10(c)), such additional terms and conditions,
not inconsistent with the provisions of this Plan, as the Committee shall determine, including terms requiring forfeiture of Awards
in the event of termination of employment by the Participant and terms permitting a Participant to make elections relating to
his or her Award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or
condition of an Award that is not mandatory under this Plan; provided, however, that the Committee shall not have any discretion
to accelerate, waive or modify any term or condition of an Award that is intended to qualify as “performance-based compensation”
for purposes of section 162(m) of the Code if such discretion would cause the Award to not so qualify. Except in cases in which
the Committee is authorized to require other forms of consideration under this Plan, or to the extent other forms of consideration
must be paid to satisfy the requirements of the Delaware General Corporation Law, no consideration other than services may be
required for the grant (but not the exercise) of any Award.
(b)
Options
.
The Committee is authorized to grant Options to Participants on the following terms and conditions:
(i)
Exercise
Price
. Each Option agreement shall state the exercise price per share of Stock (the “Exercise Price”); provided,
however, that the Exercise Price per share of Stock subject to an Option shall not be less than 100% of the Fair Market Value
per share of the Stock on the date of grant of the Option; provided, however, with respect to an Incentive Stock Option, in the
case of an individual who
owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Corporation or its parent or any Subsidiary, the Exercise Price
shall not be less than 110% of the Fair Market Value per share of the Stock on the date of grant.
(ii)
Time
and Method of Exercise
. The Committee shall determine the time or times at which or the circumstances under which an Option
may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements),
the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, including without limitation
cash, Stock, other Awards or awards granted under other plans of the Company or any Subsidiary, or other property (including notes
or other contractual obligations of Participants to make payment on a deferred basis), and the methods by or forms in which Stock
will be delivered or deemed to be delivered to Participants, including, but not limited to, the delivery of Restricted Stock subject
to Section 6(d). In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued as of the
date of exercise.
(iii)
ISOs
.
The terms of any ISO granted under this Plan shall comply in all respects with the provisions of section 422 of the Code. Anything
in this Plan to the contrary notwithstanding, no term of this Plan relating to ISOs (including any SAR in tandem therewith) shall
be interpreted, amended or altered, nor shall any discretion or authority granted under this Plan be exercised, so as to disqualify
either this Plan or any ISO under section 422 of the Code, unless the Participant has first requested the change that will result
in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of this Plan or the
approval of this Plan by the Company’s stockholders. Notwithstanding the foregoing, the Fair Market Value of shares of Stock
subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or Subsidiary corporation (within the meaning
of sections 424(e) and (f) of the Code) subject to any other incentive stock option (within the meaning of section 422 of the
Code)) of the Company or a parent or Subsidiary corporation (within the meaning of sections 424(e) and (f) of the Code) that first
becomes purchasable by a Participant in any calendar year may not (with respect to that Participant) exceed $100,000, or such
other amount as may be prescribed under section 422 of the Code or applicable regulations or rulings from time to time. As used
in the previous sentence, Fair Market Value shall be determined as of the date the incentive stock options is granted. Failure
to comply with this provision shall not impair the enforceability or exercisability of any Option, but shall cause the excess
amount of shares to be reclassified in accordance with the Code.
(c)
Stock
Appreciation Rights
. The Committee is authorized to grant SARs to Participants on the following terms and conditions:
(i)
Right
to Payment
. An SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise or settlement thereof,
the excess of (A) the Fair Market Value of one share of Stock on the date of exercise or settlement (or, in the case of a “Limited
SAR,” the Fair Market Value determined by reference to the Change in Control Price, as defined under Section 2(h) hereof)
over (B) the grant price of the SAR as determined by the Committee.
(ii)
Rights
Related to Options
. A Stock Appreciation Right granted pursuant to an Option shall entitle a Participant, upon exercise or
settlement, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount computed
pursuant to Subsection 6(c)(ii)(B). That Option shall then cease to be exercisable or settleable to the extent surrendered. Stock
Appreciation Rights granted in connection with an Option shall be subject to the terms of the Award agreement governing the Option,
which shall comply with the following provisions in addition to those applicable to Options:
(A) A Stock
Appreciation Right granted in connection with an Option shall be exercisable or settleable only at such time or times and only
to the extent that the related Option is exercisable and shall not be transferable except to the extent that the related Option
is transferable.
(B) Upon
the exercise or settlement of a Stock Appreciation Right related to an Option, a Participant shall be entitled to receive payment
from the Company of an amount determined by multiplying:
(1) the
difference obtained by subtracting the exercise price of a share of Stock specified in the related Option from the Fair Market
Value of a share of Stock on the date of exercise or settlement of the Stock Appreciation Right, by
(2) the
number of shares as to which that Stock Appreciation Right has been exercised or settled.
(iii)
Right
Without Option
. A Stock Appreciation Right granted independent of an Option shall be exercisable or settleable as determined
by the Committee and set forth in the Award agreement governing the Stock Appreciation Right, which Award agreement shall comply
with the following provisions:
(A) Each
Award agreement shall state the total number of shares of Stock to which the Stock Appreciation Right relates.
(B) Each
Award agreement shall state the time the Stock Appreciation Right will be settled or the time or periods in which the right to
exercise the Stock Appreciation Right or a portion thereof shall vest and the number of shares of Stock for which the right to
exercise the Stock Appreciation Right shall vest at each such time or period.
(C) Each
Award agreement shall state the date at which the Stock Appreciation Rights shall expire if not previously exercised or settled.
(D) Each
Stock Appreciation Right shall entitle a participant, upon exercise or settlement thereof, to receive payment of an amount determined
by multiplying:
(1) the
difference obtained by subtracting the Fair Market Value of a share of Stock on the date of grant of the Stock Appreciation Right
from the Fair Market Value of a share of Stock on the date of exercise or settlement of that Stock Appreciation Right, by
(2) the
number of shares as to which the Stock Appreciation Right has been exercised or settled.
(iv)
Terms
.
The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which
an SAR may be exercised or settled in whole or in part (including based on achievement of performance goals and/or future service
requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in
which Stock will be delivered or deemed to be delivered to Participants, whether or not an SAR shall be in tandem or in combination
with any other Award, and any other terms and conditions of any SAR. Limited SARs that may only be exercised or settled in connection
with a Change in Control or other event as specified by the Committee may be granted on such terms, not inconsistent with this
Section 6(c), as the Committee may determine. SARs and Limited SARs may be either freestanding or in tandem with other Awards.
(d)
Restricted
Stock
. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:
(i)
Grant
and Restrictions
. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other
restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under
such circumstances (including
based on achievement of performance goals
and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or
thereafter. Except to the extent restricted under the terms of this Plan and any Award agreement relating to the Restricted Stock,
a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted
Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee).
During the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated,
margined or otherwise encumbered by the Participant. Notwithstanding the foregoing, except as provided below the vesting period
with respect to Restricted Stock granted after the effective date of the Sixth Amendment to the Plan may not be less than three
years unless such vesting is based on the achievement of performance criteria established by the Committee in the award agreement,
in which event the vesting period may not be less than one year; provided, however, the above vesting or performance period restriction,
as applicable, with respect to a Restricted Stock Award, may be waived or accelerated, in whole or in part, upon a Participant’s
death, disability, retirement or a Change in Control. Such acceleration or waiver may be provided in the Participant’s award
agreement at the time of grant or by subsequent action of the Committee.
(ii)
Forfeiture
.
Except as otherwise determined by the Committee, upon termination of employment during the applicable restriction period, Restricted
Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided that the Committee
may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture
conditions relating to Restricted Stock shall be waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.
(iii)
Certificates
for Stock
. Restricted Stock granted under this Plan may be evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates
bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company
retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank,
relating to the Restricted Stock.
(iv)
Dividends
and Splits
. As a condition to the grant of an Award of Restricted Stock, the Committee may require or permit a Participant
to elect that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted
Stock or applied to the purchase of additional Awards under this Plan. Unless otherwise determined by the Committee, Stock distributed
in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions
and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been
distributed.
(e)
Phantom
Stock
. The Committee is authorized to grant Phantom Stock to Participants, which are rights to receive Stock, cash, or a combination
thereof at the end of a specified deferral period, subject to the following terms and conditions:
(i)
Award
and Restrictions
. Satisfaction of an Award of Phantom Stock shall occur upon expiration of the deferral period specified for
such Phantom Stock by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, Phantom Stock
shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions
may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance
goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine.
Phantom Stock may be satisfied by delivery of Stock, cash equal to the Fair Market Value of the specified number of shares of
Stock covered by the Phantom Stock, or a combination thereof, as determined by the Committee at the date of grant or thereafter.
(ii)
Forfeiture
.
Except as otherwise determined by the Committee, upon termination of employment during the applicable deferral period or portion
thereof to which forfeiture conditions apply (as provided in the Award agreement evidencing the Phantom Stock), all Phantom Stock
that is at that time
subject to deferral (other than a deferral
at the election of the Participant) shall be forfeited; provided that the Committee may provide, by rule or regulation or in any
Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Phantom Stock
shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other
cases waive in whole or in part the forfeiture of Phantom Stock.
(iii)
Dividend
Equivalents
. Unless otherwise determined by the Committee at date of grant, Dividend Equivalents on the specified number of
shares of Stock covered by an Award of Phantom Stock shall be either (A) paid with respect to such Phantom Stock on the dividend
payment date in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends, or (B)
deferred with respect to such Phantom Stock and the amount or value thereof automatically deemed reinvested in additional Phantom
Stock, other Awards or other investment vehicles, as the Committee shall determine or permit the Participant to elect.
(f)
Bonus
Stock and Awards in Lieu of Obligations
. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other
Awards in lieu of obligations to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements,
provided that, in the case of Participants subject to section 16 of the Exchange Act, the amount of such grants remains within
the discretion of the Committee to the extent necessary to ensure that acquisitions of Stock or other Awards are exempt from liability
under section 16(b) of the Exchange Act. Stock or Awards granted hereunder shall be subject to such other terms as shall be determined
by the Committee. In the case of any grant of Stock to an officer of the Company or a Subsidiary in lieu of salary or other cash
compensation, the number of shares granted in place of such compensation shall be reasonable, as determined by the Committee.
Notwithstanding anything in this Section 6(f) to the contrary, the number of shares of Stock granted as a bonus after the effective
date of the Sixth Amendment to the Plan, when aggregated with the number of shares of Stock delivered pursuant to other Awards
granted pursuant to Section 6(h) after the effective date of the Sixth Amendment to the Plan, may not exceed 10% of the aggregate
number of shares of Stock authorized under Section 4(a) for Awards under the Plan.
(g)
Dividend
Equivalents
. The Committee is authorized to grant Dividend Equivalents to a Participant, entitling the Participant to receive
cash, Stock, other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of
Stock, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another
Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have
been reinvested in additional Stock, Awards, or other investment vehicles, and subject to such restrictions on transferability
and risks of forfeiture, as the Committee may specify.
(h)
Other
Awards
. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards
that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock,
as deemed by the Committee to be consistent with the purposes of this Plan, including without limitation convertible or exchangeable
debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment
contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to
the book value of Stock or the value of securities of or the performance of specified subsidiaries. The Committee shall determine
the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under
this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including,
without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine. Cash awards, as an element
of or supplement to any other Award under this Plan, may also be granted pursuant to this Section 6(h). In addition, the Committee
may grant Performance Awards and Annual Incentive Awards pursuant to Section 8 hereof that are not necessarily denominated, payable,
or valued in or otherwise related to Stock. Notwithstanding anything in this Section 6(h) to the contrary, the number of shares
of Stock that may be delivered pursuant to Awards granted pursuant to this Section 6(h) after the effective date of the Sixth
Amendment to the Plan, when aggregated with the number of shares of Stock granted as a bonus pursuant to Section 6(f) after the
effective date of the Sixth Amendment to the Plan, may not exceed 10% of the aggregate number of shares of Stock authorized under
Section 4(a) for Awards under the Plan.
7.
Certain Provisions
Applicable to Awards
.
(a)
Stand-Alone,
Additional, Tandem, and Substitute Awards
. Awards granted under this Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under
another plan of the Company, any Subsidiary, or any business entity to be acquired by the Company or a Subsidiary, or any other
right of a Participant to receive payment from the Company or any Subsidiary; provided, however, the Committee shall not grant
Options with reload features. Such additional, tandem and substitute or exchange Awards may be granted at any time. If an Award
is granted in substitution or exchange for another Award, the Committee shall require the surrender of such other Award in consideration
for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts
payable under other plans of the Company or any Subsidiary, in which the value of Stock subject to the Award is equivalent in
value to the cash compensation (for example, Phantom Stock or Restricted Stock), or in which the exercise price, grant price or
purchase price of the Award in the nature of a right that may be exercised is equal to the Fair Market Value of the underlying
Stock minus the value of the cash compensation surrendered (for example, Options granted with an exercise price “discounted”
by the amount of the cash compensation surrendered).
(b)
Term
of Awards
. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event
shall the term of any Option or SAR exceed a period of ten years (or such shorter term as may be required in respect of an ISO
under section 422 of the Code).
(c)
Form
and Timing of Payment under Awards; Deferrals
. Subject to the terms of this Plan and any applicable Award agreement, payments
to be made by the Company or a Subsidiary upon the exercise of an Option or other Award or settlement of an Award may be made
in such forms as the Committee shall determine, including without limitation cash, Stock, other Awards or other property, and
may be made in a single payment or transfer, or, with respect to an Award that is not an Option or SAR, in installments or on
a deferred basis. The settlement of any Award under this Plan may be accelerated, and cash paid in lieu of Stock in connection
with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a
Change in Control), except to the extent such acceleration would trigger the additional tax under Section 409A of the Code. Installment
or deferred payments with respect to Awards other than Options or SARs may be required by the Committee (subject to Section 10(c)
of this Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in
the original Award agreement) or permitted at the election of the Participant on terms and conditions established by the Committee.
However, any installment and deferred payment, whether required by the Committee or elected by a Participant, that is not a “short-term
deferral,” for purposes of Section 409A of the Code, shall be allowed only as is provided in a separate deferred compensation
plan adopted by the Company that complies with Section 409A of the Code. Payment obligations with respect to such installment
or deferred payment shall be transferred to such separate deferred compensation plan and thereafter shall be subject to the terms
of such deferred compensation plan. This Plan shall not be operated in a manner that results in it constituting an “employee
benefit plan” for purposes of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
(d)
Exemptions
from Section 16(b) Liability
. It is the intent of the Company that the grant of any Awards to or other transaction by a Participant
who is subject to section 16 of the Exchange Act shall be exempt from section 16 pursuant to an applicable exemption (except for
transactions acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any
Award agreement does not comply with the requirements of Rule 16b-3 as then applicable to any such transaction, such provision
shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such
Participant shall avoid liability under section 16(b).
(e)
Non-Competition
Agreement
. Each Participant to whom an Award is granted under this Plan may be required to agree in writing as a condition
to the granting of such Award not to engage in conduct in competition with the Company or any of its subsidiaries for a period
after the termination of such Participant’s employment with the Company and its subsidiaries as determined by the Committee.
8.
Performance
and Annual Incentive Awards
.
(a)
Performance
Conditions
. The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof,
may be subject to such performance conditions as may be specified
by the Committee. The Committee may use
such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions,
and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except
as limited under Sections 8(b) and 8(c) hereof in the case of a Performance Award or Annual Incentive Award intended to qualify
under section 162(m) of the Code.
(b)
Performance
Awards Granted to Designated Covered Employees
. If the Committee determines that a Performance Award to be granted to an Eligible
Person who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation”
for purposes of section 162(m) of the Code, the grant, exercise and/or settlement of such Performance Award may be contingent
upon achievement of preestablished performance goals and other terms set forth in this Section 8(b).
(i)
Performance
Goals Generally
. The performance goals for such Performance Awards shall consist of one or more business criteria or individual
performance criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the
Committee consistent with this Section 8(b). Performance goals shall be objective and shall otherwise meet the requirements of
section 162(m) of the Code and regulations thereunder (including Treasury Regulation §1.162-27 and successor regulations
thereto), including the requirement that the level or levels of performance targeted by the Committee result in the achievement
of performance goals being “substantially uncertain.” The Committee may determine that such Performance Awards shall
be granted, exercised, and/or settled upon achievement of any one performance goal or that two or more of the performance goals
must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may differ
for Performance Awards granted to any one Participant or to different Participants.
(ii)
Business
and Individual Performance Criteria
.
(A)
Business
Criteria
. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries
or business or geographical units of the Company (except with respect to the total stockholder return and earnings per share criteria),
shall be used by the Committee in establishing performance goals for such Performance Awards: (1) earnings per share; (2) increase
in revenues; (3) increase in cash flow; (4) increase in cash flow return; (5) return on net assets, return on assets, return on
investment, return on capital, or return on equity; (6) economic value added; (7) operating margin or contribution margin; (8)
net income; net income per share; pretax earnings; pretax earnings before interest, depreciation and amortization and exploration
expense; pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items;
or operating income; (9) total stockholder return; (10) debt reduction; (11) finding and development costs; (12) production growth;
or production growth per share; (13) cash flow; or cash flow per share; (14) reserve replacement; or reserves per share growth
and (15) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or
special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index
or a group of comparable companies. One or more of the foregoing business criteria shall also be exclusively used in establishing
performance goals for Annual Incentive Awards granted to a Covered Employee under Section 8(c) hereof.
(B)
Individual
Performance Criteria
. The grant, exercise and/or settlement of Performance Awards may also be contingent upon individual performance
goals established by the Committee. If required for compliance with section 162(m) of the Code, such criteria shall be approved
by the stockholders of the Company.
(iii)
Performance
Period; Timing for Establishing Performance Goals
. Achievement of performance goals in respect of such Performance Awards
shall be measured over a performance period of up to ten years, as specified by the Committee. Performance goals shall be established
not later than 90 days after the beginning of any performance period applicable to such Performance Awards, or at such other date
as may be required or permitted for “performance-based compensation” under section 162(m) of the Code.
(iv)
Performance
Award Poo
l. The Committee may establish a Performance Award pool, which shall be an unfunded pool, for purposes of measuring
performance of the Company in connection with Performance Awards. The amount of such Performance Award pool shall be based upon
the achievement of a performance goal or goals based on one or more of the criteria set forth in Section 8(b)(ii) hereof during
the given performance period, as specified by the Committee in accordance with Section 8(b)(iii) hereof. The Committee may specify
the amount of the Performance Award pool as a percentage of any of such criteria, a percentage thereof in excess of a threshold
amount, or as another amount which need not bear a strictly mathematical relationship to such criteria.
(v)
Settlement
of Performance Awards; Other Terms
. After the end of each performance period, the Committee shall determine the amount, if
any, of (A) the Performance Award pool, and the maximum amount of potential Performance Award payable to each Participant in the
Performance Award pool, or (B) the amount of potential Performance Award otherwise payable to each Participant. Settlement of
such Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee
may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards, but
may not exercise discretion to increase any such amount payable to a Covered Employee in respect of a Performance Award subject
to this Section 8(b). The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited
in the event of termination of employment by the Participant prior to the end of a performance period or settlement of Performance
Awards.
(c)
Annual
Incentive Awards Granted to Designated Covered Employees
. If the Committee determines that an Annual Incentive Award to be
granted to an Eligible Person who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based
compensation” for purposes of section 162(m) of the Code, the grant, exercise and/or settlement of such Annual Incentive
Award shall be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 8(c).
(i)
Annual
Incentive Award Pool
. The Committee may establish an Annual Incentive Award pool, which shall be an unfunded pool, for purposes
of measuring performance of the Company in connection with Annual Incentive Awards. The amount of such Annual Incentive Award
pool shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth
in Section 8(b)(ii) hereof during the given performance period, as specified by the Committee in accordance with Section 8(b)(iii)
hereof. The Committee may specify the amount of the Annual Incentive Award pool as a percentage of any of such business criteria,
a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship
to such business criteria.
(ii)
Potential
Annual Incentive Awards
. Not later than the end of the 90th day of each fiscal year, or at such other date as may be required
or permitted in the case of Awards intended to be “performance-based compensation” under section 162(m) of the Code,
the Committee shall determine the Eligible Persons who will potentially receive Annual Incentive Awards, and the amounts potentially
payable thereunder, for that fiscal year, either out of an Annual Incentive Award pool established by such date under Section
8(c)(i) hereof or as individual Annual Incentive Awards. In the case of individual Annual Incentive Awards intended to qualify
under section 162(m) of the Code, the amount potentially payable shall be based upon the achievement of a performance goal or
goals based on one or more of the business criteria set forth in Section 8(b)(ii) hereof in the given performance year, as specified
by the Committee; in other cases, such amount shall be based on such criteria as shall be established by the Committee. In all
cases, the maximum Annual Incentive Award of any Participant shall be subject to the limitation set forth in Section 5 hereof.
(iii)
Payout
of Annual Incentive Awards
. After the end of each fiscal year, the Committee shall determine the amount, if any, of (A) the
Annual Incentive Award pool, and the maximum amount of potential Annual Incentive Award payable to each Participant in the Annual
Incentive Award pool, or (B) the amount of potential Annual Incentive Award otherwise payable to each Participant. The Committee
may, in its discretion, determine that the amount payable to any Participant as a final Annual Incentive Award shall be increased
or reduced from the amount of his or her potential Annual Incentive
Award, including a determination to make
no final Award whatsoever, but may not exercise discretion to increase any such amount in the case of an Annual Incentive Award
intended to qualify under section 162(m) of the Code. The Committee shall specify the circumstances in which an Annual Incentive
Award shall be paid or forfeited in the event of termination of employment by the Participant prior to the end of a fiscal year
or settlement of such Annual Incentive Award.
(d)
Written
Determinations
. All determinations by the Committee as to the establishment of performance goals, the amount of any Performance
Award pool or potential individual Performance Awards and as to the achievement of performance goals relating to Performance Awards
under Section 8(b), and the amount of any Annual Incentive Award pool or potential individual Annual Incentive Awards and the
amount of final Annual Incentive Awards under Section 8(c), shall be made in writing in the case of any Award intended to qualify
under section 162(m) of the Code. The Committee may not delegate any responsibility relating to such Performance Awards or Annual
Incentive Awards.
(e)
Status
of Section 8(b) and Section 8(c) Awards under Section 162(m) of the Code
. It is the intent of the Company that Performance
Awards and Annual Incentive Awards under Sections 8(b) and 8(c) hereof granted to persons who are designated by the Committee
as likely to be Covered Employees within the meaning of section 162(m) of the Code and regulations thereunder (including Treasury
Regulation §1.162-27 and successor regulations thereto) shall, if so designated by the Committee, constitute “performance-based
compensation” within the meaning of section 162(m) of the Code and regulations thereunder. Accordingly, the terms of Sections
8(b), (c), (d) and (e), including the definitions of Covered Employee and other terms used therein, shall be interpreted in a
manner consistent with section 162(m) of the Code and regulations thereunder. The foregoing notwithstanding, because the Committee
cannot determine with certainty whether a given Participant will be a Covered Employee with respect to a fiscal year that has
not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the
time of grant of Performance Awards or an Annual Incentive Award, who is likely to be a Covered Employee with respect to that
fiscal year. If any provision of this Plan as in effect on the date of adoption or any agreements relating to Performance Awards
or Annual Incentive Awards that are designated as intended to comply with section 162(m) of the Code does not comply or is inconsistent
with the requirements of section 162(m) of the Code or regulations thereunder, such provision shall be construed or deemed amended
to the extent necessary to conform to such requirements.
9.
Recapitalization
or Reorganization
.
(a)
Existence
of Plans and Awards
. The existence of this Plan and the Awards 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 ahead of or affecting Stock or the rights thereof, 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)
Subdivision
or Consolidation of Shares
. The terms of an Award and the number of shares of Stock authorized pursuant to Section 4 for issuance
under the Plan shall be subject to adjustment from time to time, in accordance with the following provisions:
(i) If at
any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance
of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number
of shares of Stock, then (A) the maximum number of shares of Stock available for the Plan as provided in Section 4 shall be increased
proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number
of shares of Stock (or other kind of shares or securities) that may be acquired under any Award shall be increased proportionately,
and (C) the price (including the exercise price) for each share of Stock (or other kind of shares or securities) subject to then
outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding
Awards remain exercisable or subject to restrictions.
(ii) If
at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, reverse Stock split, or otherwise)
the number of shares of Stock then outstanding into a lesser number of shares of Stock, (A) the maximum number of shares of Stock
available for the Plan as provided in Section 4 shall be decreased proportionately, and the kind of shares or other securities
available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities)
that may be acquired under any Award shall be decreased proportionately, and (C) the price (including the exercise price) for each
share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without
changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.
(iii) Whenever
the number of shares of Stock subject to outstanding Awards and the price for each share of Stock subject to outstanding Awards
are required to be adjusted as provided in this Section 9(b), the Committee shall promptly prepare a notice setting forth, in reasonable
detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the
change in price and the number of shares of Stock, other securities, cash, or property purchasable subject to each Award after
giving effect to the adjustments. The Committee shall promptly give each Participant such a notice.
(iv) Adjustments
under Subsections 9(b)(i) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and
the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under the Plan on account of
any such adjustments.
(c)
Corporate
Restructuring
. 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 holder would have
been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder had been
the holder of record of the number of shares of Stock then covered by such Option and the share limitations provided in Sections
4 and 5 shall be adjusted in a manner consistent with the recapitalization. Upon a Change in Control the Committee, acting in
its sole discretion without the consent or approval of any holder, shall effect one or more of the following alternatives, which
may vary among individual holders and which may vary among Options held by any individual holder: (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 Change in Control) fixed by the Committee, after which specified date all unexercised Options
and all rights of holders thereunder shall terminate, (2) require the mandatory surrender to the Company by selected holders of
some or all of the outstanding Options held by such holders (irrespective of whether such Options are then exercisable under the
provisions of this Plan) as of a date, before or after such Change in Control, specified by the Committee, in which event the
Committee shall thereupon cancel such Options and pay to each holder an amount of cash per share equal to the excess, if any,
of the amount calculated in Section 9(d) (the “Change in Control Price”) of the shares subject to such Option over
the exercise price(s) under such Options for such shares, (3) provide that the number and class of shares of Stock covered by
an Award theretofore granted shall be adjusted so that such Award shall thereafter cover 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, sale of assets, or dissolution, if the holder had been the holder of record
of the number of shares of Stock covered by the Award, or (4) make such adjustments to Options then outstanding as the Committee
deems appropriate to reflect such Change in Control (provided, however, that the Committee may determine in its sole discretion
that no adjustment is necessary to Options then outstanding).
(d)
Change
in Control Price
. The “Change in Control Price” shall equal the amount determined in clause (i), (ii), (iii),
(iv) or (v), whichever is applicable, as follows: (i) the per share price offered to holders of the same class of Stock of the
Company in any merger or consolidation, (ii) the per share value of the Stock immediately before the Change in Control (without
regard to assets sold in the Change in Control and assuming the Company has received the consideration paid for the assets) in
the case of a sale of the assets, (iii) the amount distributed per share of Stock in a dissolution transaction, (iv) the price
per share offered to holders of the same class of Stock of the Company in any tender offer or exchange offer whereby a Change
in Control takes place, or (v) if such Change in Control occurs other than pursuant to a tender or exchange offer, the fair market
value per
share of the shares into which such Options
being surrendered are exercisable, as determined by the Committee as of the date determined by the Committee to be the date of
cancellation and surrender of such Options. In the event that the consideration offered to stockholders of the Company in any transaction
described in this Section 9(d) or Section 9(c) above consists of anything other than cash, the Committee shall determine the fair
cash equivalent of the portion of the consideration offered which is other than cash.
(e)
Non-Option
Awards
. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations,
combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award and not
otherwise provided for by this Section 9, any outstanding Awards and any agreements evidencing such Awards shall be subject to
adjustment by the Committee at its discretion as to the number and price of shares of Stock or other consideration subject to
such Awards. In the event of any such change in the outstanding Stock, the aggregate number of shares available under this Plan
may be appropriately adjusted by the Committee, whose determination shall be conclusive.
(f)
Additional
Issuances
. 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 thereof shall be
made with respect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share, if
applicable.
(g)
Restricted
Stock Awards
. Plan provisions to the contrary notwithstanding, with respect to any Restricted Stock Awards outstanding at
the time a Change in Control as described in Section 2(g) occurs, the Committee may, in its discretion and as of a date determined
by the Committee, fully vest any or all Stock awarded to the holder pursuant to such Restricted Stock Award and then outstanding
and, upon such vesting, all restrictions applicable to such Restricted Stock Award shall terminate as of such date. Any action
by the Committee pursuant to this Section 9(g) may vary among individual holders and may vary among the Restricted Stock Awards
held by any individual holder.
10.
General Provisions
.
(a)
Transferability
.
(i)
Permitted
Transferees
. The Committee may, in its discretion, permit a Participant to transfer all or any portion of an Option, Stock
Appreciation Right, Phantom Stock Award or Restricted Stock Award (if such Restricted Stock Award does not require the transfer
of consideration by the Participant or the holder other than usual and customary service) after the Company’s initial registration
of the Stock under section 12(b) or 12(g) of the Exchange Act, or authorize all or a portion of such Awards to be granted to an
Eligible Person to be on terms which permit transfer by such Participant; provided that, in either case the transferee or transferees
must be any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, in each case with
respect to the Participant, any person sharing the Participant’s household (other than a tenant or employee of the Company),
a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or
the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than
fifty percent of the voting interests (collectively, “Permitted Transferees”); provided further that, (X) there may
be no consideration for any such transfer and (Y) subsequent transfers of Awards transferred as provided above shall be prohibited
except subsequent transfers back to the original holder of the Award and transfers to other Permitted Transferees of the original
holder. Agreements evidencing Awards with respect to which such transferability is authorized at the time of grant must be approved
by the Committee, and must expressly provide for transferability in a manner consistent with this Subsection 10(a)(i).
(ii)
Qualified
Domestic Relations Orders
. An Option, Stock Appreciation Right, Phantom Stock Award or Restricted Stock Award (if such Restricted
Stock Award does not require the transfer of consideration by the Participant or the holder other than usual and customary service)
after the
Company’s initial registration of
the Stock under section 12(b) or 12(g) of the Exchange Act, may be transferred, to a Permitted Transferee, pursuant to a domestic
relations order entered or approved by a court of competent jurisdiction upon delivery to the Company of written notice of such
transfer and a certified copy of such order.
(iii)
Other
Transfers
. Except as expressly permitted by Subsections 10(a)(i) and 10(a)(ii), Awards shall not be transferable other than
by will or the laws of descent and distribution except that in the Committee’s discretion a Stock Appreciation Right, Phantom
Stock Award (if such Stock Appreciation Right or Phantom Stock Award is not exercisable for Stock and not subject to the Participant’s
or holder’s discretion as to the timing or method of payment) or Restricted Stock Award (if such Restricted Stock Award
does not require the transfer of consideration by the Participant or the holder other than usual and customary service) may be
transferable, however, not for consideration. Notwithstanding anything to the contrary in this Section 10, an Incentive Stock
Option shall not be transferable other than by will or the laws of descent and distribution.
(iv)
Effect
of Transfer
. Following the transfer of any Award as contemplated by Subsections 10(a)(i), 10(a)(ii) and 10(a)(iii), (A) such
Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided
that the term “Participant” shall be deemed to refer to the Permitted Transferee, the recipient under a qualified
domestic relations order, the estate or heirs of a deceased Participant, or other transferee, as applicable, to the extent appropriate
to enable the Participant to exercise the transferred Award in accordance with the terms of this Plan and applicable law and (B)
the provisions of the Award relating to exercisability hereof shall continue to be applied with respect to the original Participant
and, following the occurrence of any such events described therein the Awards shall be exercisable by the Permitted Transferee,
the recipient under a qualified domestic relations order, the estate or heirs of a deceased Participant, or other transferee,
as applicable, only to the extent and for the periods that would have been applicable in the absence of the transfer.
(v)
Procedures
and Restrictions
. Any Participant desiring to transfer an Award as permitted under Subsections 10(a)(i), 10(a)(ii) or 10(a)(iii)
shall make application therefor in the manner and time specified by the Committee and shall comply with such other requirements
as the Committee may require to assure compliance with all applicable securities laws. The Committee shall not give permission
for such a transfer if (A) it would give rise to short-swing liability under section 16(b) of the Exchange Act or (B) it may not
be made in compliance with all applicable federal, state and foreign securities laws.
(vi)
Registration
.
To the extent the issuance to any Permitted Transferee of any shares of Stock issuable pursuant to Awards transferred as permitted
in this Section 10(a) is not registered pursuant to the effective registration statement of the Company generally covering the
shares to be issued pursuant to this Plan to initial holders of Awards, the Company shall not have any obligation to register
the issuance of any such shares of Stock to any such transferee.
(b)
Taxes
.
The Company and any Subsidiary is authorized to withhold from any Award granted, or any payment relating to an Award under this
Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially payable in connection
with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company
and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award.
This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof
in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the discretion of the Committee.
(c)
Changes
to this Plan and Awards
. The Board may amend, alter, suspend, discontinue or terminate this Plan or the Committee’s
authority to grant Awards under this Plan without the consent of stockholders or Participants, except that any amendment or alteration
to this Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders
not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or
state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed
or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to this Plan to stockholders
for approval;
provided that, without the consent of an
affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any previously
granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or
terminate any Award theretofore granted and any Award agreement relating thereto, except as otherwise provided in this Plan; provided
that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of
such Participant under such Award. In no event may the Board or the Committee make any alteration to or amendment of an Award or
provide for the exchange of any Awards that, in either case, would constitute the repricing of Options for purposes of the rules
of the NYSE.
(d)
Limitation
on Rights Conferred Under Plan
. Neither this Plan nor any action taken hereunder shall be construed as (i) giving any Eligible
Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or
a Subsidiary, (ii) interfering in any way with the right of the Company or a Subsidiary to terminate any Eligible Person’s
or Participant’s employment or service at any time, (iii) giving an Eligible Person or Participant any claim to be granted
any Award under this Plan or to be treated uniformly with other Participants and employees, or (iv) conferring on a Participant
any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock
in accordance with the terms of an Award.
(e)
Unfunded
Status of Awards
. This Plan is intended to constitute an “unfunded” plan for certain incentive awards.
(f)
Nonexclusivity
of this Plan
. Neither the adoption of this Plan by the Board nor its submission to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive
arrangements as it may deem desirable, including incentive arrangements and awards which do not qualify under section 162(m) of
the Code. Nothing contained in this Plan shall be construed to prevent the Company or any Subsidiary from taking any corporate
action which is deemed by the Company or such Subsidiary to be appropriate or in its best interest, whether or not such action
would have an adverse effect on this Plan or any Award made under this Plan. No employee, beneficiary or other person shall have
any claim against the Company or any Subsidiary as a result of any such action.
(g)
Payments
in the Event of Forfeitures; Fractional Shares
. Unless otherwise determined by the Committee, in the event of a forfeiture
of an Award with respect to which a Participant paid cash or other consideration to the Company in exchange for such Award, the
Participant shall be repaid the amount of such cash or other consideration. No fractional shares of Stock shall be issued or delivered
pursuant to this Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued
or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.
(h)
Severability
.
If any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions hereof, but such provision shall be fully severable and the Plan shall be construed and enforced as if the
illegal or invalid provision had never been included herein. If any of the terms or provisions of this Plan or any Award agreement
conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to
section 16(b) of the Exchange Act) or section 422 of the Code (with respect to Incentive Stock Options), then those conflicting
terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the
Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3)
or section 422 of the Code. With respect to Incentive Stock Options, if this Plan does not contain any provision required to be
included herein under section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and
effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended
to qualify as an Incentive Stock Option cannot so qualify, that Option (to that extent) shall be deemed an Option not subject
to section 422 of the Code for all purposes of the Plan.
(i)
Governing
Law
. All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the
laws of the State of Texas, without giving effect to any conflict of law provisions thereof, except to the extent Texas law is
preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and
state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or
delivery of such Stock.
(j)
Conditions
to Delivery of Stock
. Nothing herein or in any Award granted hereunder or any Award agreement shall require the Company to
issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation
of the Securities Act or any similar or superseding statute or statutes, any other applicable statute or regulation, or the rules
of any applicable securities exchange or securities association, as then in effect. At the time of any exercise of an Option or
Stock Appreciation Right, or at the time of any grant of a Restricted Stock Award, the Company may, as a condition precedent to
the exercise of such Option or Stock Appreciation Right or vesting of any Restricted Stock Award, require from the Participant
(or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any,
concerning the holder’s intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant
to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion
of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s
death, his legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act or any
similar or superseding statute or statutes, any other applicable state or federal statute or regulation, or any rule of any applicable
securities exchange or securities association, as then in effect. No Option or Stock Appreciation Right shall be exercisable and
no restriction on any Restricted Stock Award shall lapse with respect to a Participant unless and until the holder thereof shall
have paid cash or property to, or performed services for, the Company or any of its Subsidiaries that the Committee believes is
equal to or greater in value than the par value of the Stock subject to such Award.
(k)
Plan
Effective Date and Stockholder Approval
. This Plan was adopted by the Board on March 28, 2005 and became effective upon approval
by the stockholders of the Company at the annual meeting occurring May 18, 2005.
IN WITNESS WHEREOF
,
the Company has caused this Amended and Restated Range Resources Corporation 2005 Equity-Based Compensation Plan to be executed
June 4, 2009.
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RANGE RESOURCES CORPORATION
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By:
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/s/ Roger Manny
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Name:
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Roger Manny
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Title:
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Executive Vice President & Chief Financial Officer
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FIRST AMENDMENT TO THE
RANGE RESOURCES CORPORATION
AMENDED AND RESTATED 2005 EQUITY-BASED
COMPENSATION PLAN
3
This First Amendment
to the Range Resources Corporation Amended and Restated 2005 Equity-Based Compensation Plan dated June 4, 2009 (the “Plan”)
is effective as provided below and is made by Range Resources Corporation, a Delaware corporation (the “Company”):
WHEREAS
, the Company
has established the Plan in order to attract individuals to serve as directors or employees of the Company and its subsidiaries,
and to provide a means whereby those individuals with the responsibility for the successful management of the Company, and whose
present and potential future contributions to the growth and of the Company and its subsidiaries are of importance, can acquire
and maintain stock ownership thereby strengthening their concern for the Company and its subsidiaries and, further, to provide
such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and
its subsidiaries; and
WHEREAS
, an increase
in the aggregate number of shares of Stock that may be used in connection with the Plan must be approved by the stockholders of
the Company, pursuant to Section 10(c) of the Plan; and
WHEREAS
, as set
forth below, this First Amendment is subject to stockholder approval.
NOW, THEREFORE
,
the Plan is amended, subject to and effective upon the approval of this First Amendment by the Company’s stockholders at
the 2010 Annual Meeting of the Stockholders of the Company (“2010 Meeting”), and, except as provided below, the Plan
shall continue to read in its
current
state:
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1.
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Section 4(a) is amended to read as follows to increase the number of shares by 850,000:
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Subject to
adjustment in a manner consistent with any adjustment made pursuant to Section 9, the total number of shares of Stock reserved
and available for delivery in connection with Awards under this Plan shall not exceed the sum of (i) 5,675,000 shares (the
“162(m) Covered Shares”), plus (ii) 13,875,000 shares of Stock, less (iii) the number of shares of Stock
issued under the Range Resources Corporation 1999 Stock Option Plan (the “1999 Plan”) prior to the Effective Date and
less the number of shares of Stock issuable pursuant to awards outstanding under the 1999 Plan as of the Effective Date, plus (iv) the
number of shares that become available for delivery under the 1999 Plan after the Effective Date with respect to awards that lapse
or are terminated and with respect to which shares are not issued, plus (v) the 569,303 shares of Stock available for delivery
under the Stroud Energy, Inc. 2005 Stock Incentive Plan (the “Stroud Shares”); provided, however, that Stroud Shares
shall only be utilized with respect to Awards granted to an Eligible Person who either (A) is a former employee of Stroud
Energy, Inc. or one of its affiliates, or (B) first became an officer or employee of (or otherwise began providing services
to) the Company or any Subsidiary or first became a director of the Company after June 19, 2006.
As amended hereby, the
Plan is specifically ratified and reaffirmed; provided, however, this First Amendment shall be null and void for all purposes if
it is not approved by the stockholders of the Company at the 2010 Meeting.
IN WITNESS WHEREOF
,
the Company has caused this First Amendment to be executed May 19, 2010.
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RANGE RESOURCES CORPORATION
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By:
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/s/ Roger Manny
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Name:
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Roger Manny
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Title:
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Executive Vice President & Chief Financial Officer
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3
The First
Amendment was approved by the Company’s stockholders on May 19, 2010.
SECOND AMENDMENT TO THE
RANGE RESOURCES CORPORATION
AMENDED AND RESTATED 2005 EQUITY-BASED
COMPENSATION PLAN
4
This Second Amendment to the Range Resources
Corporation Amended and Restated 2005 Equity-Based Compensation Plan dated June 4, 2009 (the “Plan”) is effective as
provided below and is made by Range Resources Corporation, a Delaware corporation (the “Company”):
WHEREAS
, the Company has established
the Plan in order to attract individuals to serve as directors or employees of the Company and its subsidiaries, and to provide
a means whereby those individuals with the responsibility for the successful management of the Company, and whose present and potential
future contributions to the growth and of the Company and its subsidiaries are of importance, can acquire and maintain stock ownership
thereby strengthening their concern for the Company and its subsidiaries and, further, to provide such individuals with additional
incentive and reward opportunities designed to enhance the profitable growth of the Company and its subsidiaries; and
WHEREAS
, an increase in the aggregate
number of shares of Stock that may be used in connection with the Plan must be approved by the stockholders of the Company, pursuant
to Section 10(c) of the Plan; and
WHEREAS
, as set forth below, this
Second Amendment is subject to stockholder approval.
NOW, THEREFORE
, the Plan is amended,
subject to and effective upon the approval of this Second Amendment by the Company’s stockholders at the 2011 Annual Meeting
of the Stockholders of the Company (“2011 Meeting”), and, except as provided below, the Plan shall continue to read
in its
current
state:
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1.
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Section 4(a) is amended to read as follows to increase the number of shares by 850,000:
|
Subject to adjustment in a manner consistent with any adjustment
made pursuant to Section 9, the total number of shares of Stock reserved and available for delivery in connection with Awards under
this Plan shall not exceed the sum of (i) 6,525,000 shares (the “162(m) Covered Shares”), plus (ii) 13,875,000 shares
of Stock, less (iii) the number of shares of Stock issued under the Range Resources Corporation 1999 Stock Option Plan (the “1999
Plan”) prior to the Effective Date and less the number of shares of Stock issuable pursuant to awards outstanding under the
1999 Plan as of the Effective Date, plus (iv) the number of shares that become available for delivery under the 1999 Plan after
the Effective Date with respect to awards that lapse or are terminated and with respect to which shares are not issued, plus (v)
the 569,303 shares of Stock available for delivery under the Stroud Energy, Inc. 2005 Stock Incentive Plan (the “Stroud Shares”);
provided, however, that Stroud Shares shall only be utilized with respect to Awards granted to an Eligible Person who either (A)
is a former employee of Stroud Energy, Inc. or one of its affiliates, or (B) first became an officer or employee of (or otherwise
began providing services to) the Company or any Subsidiary or first became a director of the Company after June 19, 2006.
As amended hereby, the Plan is specifically
ratified and reaffirmed; provided, however, this Second Amendment shall be null and void for all purposes if it is not approved
by the stockholders of the Company at the 2011 Meeting.
IN WITNESS WHEREOF
, the Company has
caused this Second Amendment to be executed March 30, 2011.
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RANGE RESOURCES CORPORATION
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By:
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/s/ Roger Manny
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Name:
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Roger Manny
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Title:
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Executive Vice President & Chief Financial Officer
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4
The Second Amendment was approved by the Company’s stockholders on May 18, 2011.