Exhibit
10.1
ST.
MARY LAND & EXPLORATION COMPANY
CASH
BONUS PLAN
As
Amended on March 28, 2008
The Cash
Bonus Plan (the “Plan”) of St. Mary Land & Exploration Company, a Delaware
corporation (the “Company”), shall function as follows:
1. On or
before March 15 of each year the Compensation Committee of the Board of
Directors of the Company (the “Committee”), each member of which shall be an
“outside director” within the meaning of the regulations under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the “Code”), shall designate the
key employees, if any, of the Company (and of any of the Company’s majority
owned subsidiaries) who are eligible to participate in the Plan with respect to
the prior calendar year.
2. No
participant shall receive a bonus under the Plan with respect to a calendar year
in excess of two hundred percent of his or her base salary received for such
year. Unless and until the Committee determines that a bonus under
the Plan to an employee who is, or who the Committee expects to become, a
“covered employee” within the meaning of Section 162(m) of the Code (a “Covered
Employee”), shall not be designed to qualify as compensation solely on account
of the attainment of one or more performance goals under circumstances that
satisfy the requirements of Section 162(m) of the Code (“Performance Based
Compensation”), the maximum aggregate amount paid as a bonus under the Plan to
any one Covered Employee in any one calendar year shall not exceed
$2,000,000.
3. Payments
under the Plan shall be made in full to each participant at the time such
payment is first determined, provided that the participant is employed by the
Company or a qualifying subsidiary at that time. The timing of
payments under the Plan shall comply in all respects with the provisions of
Section 409A of the Code and the regulations thereunder.
4. Payments
under the Plan shall not be deemed to constitute compensation of any nature for
purposes of any other compensation, retirement or other benefit plan of the
Company.
To the
extent that any such other plan contains provisions contrary to the foregoing
sentence, such other plan shall be deemed to be amended to conform to the
foregoing sentence.
5. All
matters with respect to the interpretation and application of the Plan shall be
conclusively determined by the Committee.
6. The Plan
may be terminated or modified prospectively at any time by the Board of
Directors. Nothing contained in the Plan shall constitute a contract,
express or implied, or any other type of obligation with respect to the
employment or the continued employment by the Company of any
person.
7. Notwithstanding
any other terms of the Plan, the payability (as determined by the Committee) of
a bonus under the Plan that the Committee intends to be Performance Based
Compensation to a Covered Employee, shall be determined by the attainment of one
or more performance goals as determined by the Committee in conformity with
Section 162(m) of the Code. The Committee shall specify in writing,
by resolution or otherwise, the participants eligible to receive such a bonus
(which may be expressed in terms of a class of individuals) and the performance
goal(s) applicable to such bonus within 90 days after the commencement of the
period to which the performance goal(s) relate(s), or such earlier time as
required to comply with Section 162(m) of the Code. No such bonus
shall be payable unless the Committee certifies in writing, by resolution or
otherwise, that the performance goal(s) applicable to the bonus were
satisfied. In no case may the Committee increase the value of a bonus
intended to qualify as Performance Based Compensation above the maximum value
determined under the performance formula by the attainment of the applicable
performance goal(s), but the Committee retains the discretion to reduce the
value below such maximum.
Unless and until the Committee
proposes for stockholder vote and the stockholders approve a change in the
general performance measures set forth herein, the performance goal(s) upon
which the payment of a bonus to a Covered Employee that is intended to qualify
as Performance Based Compensation shall be limited to the following performance
measures:
(a) Increases
in, or levels of, net asset value; net asset value per share; pretax earnings;
earnings before interest and taxes; earnings before interest, taxes,
depreciation and amortization; net income and/or earnings per
share;
(b) Return on
equity, return on assets or net assets, return on capital (including return on
total capital or return on invested capital);
(c) Share
price or stockholder return performance (including, but not limited to, growth
measures and total stockholder return, which may be measured in absolute terms
and/or in comparison to a group of peer companies or an index);
(d) Oil and
gas reserve replacement, reserve growth and finding and development cost
targets;
(e) Oil and
gas production targets;
(f) Performance
of investments in oil and gas properties;
(g) Cash flow
measures (including, but not limited to, cash flows from operating activities,
discretionary cash flows, and cash flow return on investment, assets, equity, or
capital); and
(h) Increases
in, or levels of, operating and/or nonoperating expenses.
Any
performance measure(s) may be used to measure the performance of the Company as
a whole and/or any one or more regional operations and/or subsidiaries of the
Company or any combination thereof, as the Committee may deem appropriate, and
any performance measure(s) may be used in comparison to the performance of a
group of peer companies, or a published or special index that the Committee, in
its sole discretion, deems appropriate.
The Committee may provide that
any evaluation of attainment of a performance goal may include or exclude any of
the following events that occurs during the relevant period: (a) asset write
downs; (b) litigation judgments or settlements; (c) the effect of changes in tax
laws, accounting principles, or other laws or regulations affecting reported
results; (d) any reorganization or restructuring transactions; (e) extraordinary
nonrecurring items as described in
Accounting
Principles Board Opinion No. 30 and/or in management’s discussion and analysis
of financial condition and results of operations appearing in the Company’s
Annual Report on Form 10-K for the applicable year; and (f) significant
acquisitions or divestitures. To the extent such inclusions or
exclusions affect bonuses to Covered Employees, they shall be prescribed in a
form that meets the requirements of Section 162(m) of the Code for
deductibility.
In the event that applicable tax
and/or securities laws change to permit discretion by the Committee to alter the
governing performance measures without obtaining stockholder approval of such
changes, the Committee shall have sole discretion to make such changes without
obtaining stockholder approval. In addition, in the event that the
Committee determines that it is advisable to make bonus payments to Covered
Employees that shall not qualify as Performance Based Compensation, the
Committee may make such payments without satisfying the requirements of Section
162(m) of the Code.
* * * * *
This Cash
Bonus Plan, as amended, was adopted by the Board of Directors of St. Mary Land
& Exploration Company on March 28, 2008.
ST. MARY LAND &
EXPLORATION COMPANY
By: /s/ ANTHONY J. BEST
Anthony J.
Best
President and Chief
Executive Officer