EXHIBIT
10.5
ST. MARY LAND &
EXPLORATION COMPANY
PERFORMANCE SHARE AWARD
NOTICE
[Date]1
Dear
[Name]:
Pursuant
to the St. Mary Land & Exploration Company long term incentive program
(“LTIP”) under the St. Mary Land & Exploration Company 2006 Equity Incentive
Compensation Plan, as amended (the “Plan”), you have been awarded [Number]
Performance Shares (the “Performance Shares”). The Performance Shares
represent the right to receive, upon settlement of the award after the
completion of the Performance Period set forth below, a number of shares of the
Company’s common stock that will be calculated as set forth in the attached
Performance Share Award Agreement based on the Company’s performance for the
Performance Period and the extent to which the Performance Shares are
vested. That number of shares may be from zero (0) to two (2.0) times
the number of Performance Shares awarded. The Performance Shares are
subject to all of the terms and conditions of the Plan and the attached
Performance Share Award Agreement, which are both incorporated herein in their
entirety.
|
Awarded
To:
|
[Name]
|
|
Award
Date:
|
[Award
Date]
|
|
Number
of Performance Shares:
|
[Number]
|
|
Performance
Period:
|
The
three-year period beginning on [Date] and ending
on
[Date]
|
|
Vesting
Schedule:
|
The
Performance Shares will vest 1/7th
on [Vesting
Date],
2/7ths
on [Vesting Date], and 4/7ths
on [Vesting
Date],
provided that on such vesting date you are then employed by the Company or
a subsidiary, as follows:
1/7th
(approximately 14.3%) on [Vesting Date]
2/7ths
(approximately 28.6%) on [Vesting Date]
4/7ths
(approximately 57.1%) on [Vesting Date]
In
addition, the Performance Shares may become fully
vested
or be forfeited under certain circumstances
specified
in the Performance Share Award Agreement.
|
|
Settlement
Date:
|
[Settlement
Date]
|
1 Items in brackets
are features that may vary among individual awards.
By your
signature below, you hereby acknowledge receipt of the Performance Shares
awarded on the date shown above, which have been awarded to you under the terms
and conditions of the Plan and the attached Performance Share Award
Agreement. You further acknowledge receipt of a copy of the Plan
(posted on STMonline), a prospectus for the Plan (posted on STMonline) and the
Performance Share Award Agreement, and agree to conform to all of the terms and
conditions of the Performance Shares, the Plan and the Performance Share Award
Agreement.
Execution
of a written instrument for purposes of this award may be evidenced by any
appropriate form of electronic signature or affirmative email or other
electronic response attached to or logically associated with such written
instrument, which is executed or adopted by a party with an indication of the
intention by such party to execute or adopt such instrument for purposes of
execution thereof.
COMPANY:
ST. MARY
LAND & EXPLORATION COMPANY,
a
Delaware corporation
By: _________________________________________
Printed
Name: ________________________________
Title: _______________________________________
Date
Signed: _________________________________
PARTICIPANT:
Signature: ___________________________________
Printed
Name: _______________________________
Date
Signed: _________________________________
Attachment: Performance
Share Award Agreement
2