EXHIBIT
10.46
FOURTH
AMENDMENT TO
ST.
MARY LAND & EXPLORATION COMPANY
EMPLOYEE
STOCK PURCHASE PLAN
This
document shall constitute the Fourth Amendment (the “Amendment”) to the St. Mary
Land & Exploration Company Employee Stock Purchase Plan dated effective
January 1, 1998, and adopted by the Board of Directors of St. Mary Land &
Exploration Company on September 18, 1997, as previously amended (the
“Plan”).
Pursuant
to Article XIII of the Plan, the Board of Directors may at any time and from
time to time amend or modify the Plan, provided that such amendment or
modification does not adversely affect any outstanding Option under the
Plan. The Board of Directors hereby amends the Plan as
follows:
1. Section
3.3 of the Plan is amended to read as follows:
3.3
Restrictions on Participation. Notwithstanding any provisions of the
Plan to the contrary, no Employee shall be granted an Option
(a) if,
immediately after the grant, such employee would own Stock or hold outstanding
Options to purchase Stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company (for purposes of this
paragraph, the rules of Section 424(d) of the Code shall apply in determining
stock ownership of any Employee),
(b) which
permits his rights to purchase Stock under all employee stock purchase plans of
the Company to accrue at a rate which exceeds $25,000 in fair market value of
the Stock (determined at the time such option is granted) for each calendar year
in which such Option is outstanding, or
(c) which
permits an Employee to purchase in excess of 2,500 shares in such
Offering.
2. This Fourth
Amendment shall be effective immediately with respect to all Offerings under the
Plan commencing on or after January 1, 2010.
3. In all
other respects, the Plan is republished and reaffirmed. Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms
in the Plan.
This
Fourth Amendment to the Plan was adopted by the Compensation Committee of the
Board of Directors on December 29, 2009, and approved by the Board of Directors
of St. Mary Land & Exploration Company on December 30, 2009.
ST. MARY
LAND & EXPLORATION COMPANY
By: /s/ JOHN
MONARK
John Monark,
Vice President Human
Resources