EXHIBIT 10.1
ST. MARY LAND & EXPLORATION COMPANY
NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
Article I
ESTABLISHMENT AND PURPOSE
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1.1 Establishment. St. Mary Land & Exploration Company, a Delaware
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corporation (the "Company"), hereby establishes a stock compensation plan for
non-employee members of the Board of Directors of the Company (the "Board"),
which plan shall be known as the ST. MARY LAND & EXPLORATION COMPANY
NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN (the "Plan").
1.2 Purpose. The purpose of the Plan is to enhance stockholder value by
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attracting, retaining and further motivating non-employee Directors and to
encourage and enable such Directors to acquire a proprietary interest in the
Company by issuing shares of the Company's common stock, $.01 par value per
share (the "Stock"), to such Directors as compensation for serving as members of
the Board and the committees thereof.
Article II
ELIGIBILITY AND PARTICIPATION
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All members of the Board who are not employees of the Company or any
subsidiary of the Company are eligible to participate in the Plan and be issued
shares of Stock under the Plan.
Article III
ADMINISTRATION
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The Board shall be responsible for administering the Plan. The Board is
authorized to (i) interpret the Plan, (ii) prescribe and revise rules and
regulations relating to the Plan, (iii) provide for conditions and assurances
deemed necessary or advisable to protect the interests of the Company with
respect to the Plan and (iv) make all other determinations necessary or
advisable for the administration of the Plan. Determinations, interpretations or
other actions made or taken by the Board with respect to the Plan and shares of
Stock issued under the Plan shall be final, binding and conclusive for all
purposes and upon all persons. No member of the Board shall be liable for any
action or determination made in good faith with respect to the Plan or any
shares of Stock issued under the Plan.
Article IV
SHARES OF STOCK AVAILABLE UNDER THE PLAN
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4.1 Total Number. The total number of shares of Stock hereby made available
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and reserved for issuance under the Plan is 30,000 shares, which number shall be
subject to adjustment as provided in Section 4.2.
4.2 Adjustment in Capitalization. In the event of any change in the
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outstanding shares of Stock of the Company by reason of a stock dividend or
split, recapitalization, reclassification, or other similar change or adjustment
in capitalization, the total number of shares of Stock set forth in Section 4.1
shall be correspondingly adjusted by the Board.
Article V
ISSUANCE OF STOCK
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5.1 Issuance of Stock. Subject to Section 4.1, shares of Stock may be
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issued to non-employee Directors in such amounts and at such times as determined
by the Board as annual or other compensation to non-employee Directors for
serving as members of the Board and the committees thereof. The Board shall have
complete discretion in determining the terms and conditions and number of shares
of Stock issued to non-employee Directors under the Plan. Notwithstanding the
foregoing, the number of shares of Stock issued under the Plan to a non-employee
Director shall, in the good faith judgment of the Board, (a) represent
reasonable compensation for the services and responsibilities of such Director,
(b) be generally consistent with the past practices of the Company with respect
to compensation of the non-employee Directors, as adjusted to reflect changes in
applicable circumstances. Shares of Stock issued under the Plan may be
previously unissued shares of Stock or previously issued shares of Stock held by
the Company as treasury shares.
5.2 Restricted Securities. The shares of Stock issued under the Plan shall
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not be registered under the Securities Act of 1933, as amended (the "Securities
Act"), and shall be "restricted securities" as that term is defined in Rule 144
under the Securities Act. Accordingly, the shares of Stock will be subject to
restrictions on transferability and sale and may not be offered for sale, sold
or otherwise transferred except pursuant to an effective registration statement
under the Securities Act or pursuant to an exemption from registration under the
Securities Act, the availability of which is to be established to the
satisfaction of the Company. Certificates for shares of Stock issued under the
Plan shall bear a restrictive legend consistent with the foregoing.
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Article VI
AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN
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The Board may at any time terminate and from time to time may amend or
modify the Plan. Unless terminated earlier by the Board, the Plan shall
terminate upon the expiration of five years after the date of the adoption of
the Plan. Any amendment or modification of the Plan by the Board may be
accomplished without approval of the stockholders of the Company, except if such
amendment or modification would increase the total number of shares of Stock
available under the Plan or otherwise require stockholder approval under any law
or regulation governing the Company or under any applicable listing standards of
national securities exchanges.
Article VII
TAX WITHHOLDING
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Whenever shares of Stock are to be issued under the Plan, the Company shall
have the right to require the recipient of the shares of Stock to remit to the
Company an amount sufficient to satisfy federal, state, and local withholding
tax requirements, if any.
Article VIII
REQUIREMENTS OF LAW
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8.1 Requirements of Law. The issuance of shares of Stock under the Plan
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shall be subject to all applicable laws, rules, and regulations, and to such
approvals or authorizations by any governmental agencies or national securities
exchanges as may be required.
8.2 Governing Law. The Plan shall be construed in accordance with and
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governed by the laws of the State of Colorado.
This ST. MARY LAND & EXPLORATION COMPANY NON-EMPLOYEE DIRECTOR STOCK
COMPENSATION PLAN was adopted by the Board of Directors of St. Mary Land &
Exploration Company on March 27, 2003, to be effective upon adoption. ST. MARY
LAND & EXPLORATION COMPANY
By: /s/ MARK A. HELLERSTEIN
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Mark A. Hellerstein
Chairman of the Board of Directors,
President and Chief Executive Officer
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