Form Stock Option Agreement – Hess

STOCK OPTION AGREEMENTpursuant to
theHESS CORPORATION2008 LONG-TERM INCENTIVE
PLAN* * * * *

Optionee:		FIRST NAME : LAST NAME
Grant Date:		DATE
Number of Shares of Common		# OF OPTION SHARES
Stock Subject to such Option:
Per Share Exercise Price of Option:		$XX.XX

* * * * *

THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date
specified above, is entered into by and between Hess Corporation, a Delaware
corporation (the “Corporation”), and the Optionee specified above, pursuant to
the Hess Corporation 2008 Long-Term Incentive Plan, as in effect and as amended
from time to time (the “Plan”); and WHEREAS, it has been determined under the
Plan that it would be in the best interests of the Corporation to grant the
stock option provided for herein to the Optionee as an inducement to remain in
the employment of the Corporation (and/or any Subsidiary), and as an incentive
for increased effort during such employment; NOW, THEREFORE, in consideration of
the mutual covenants and premises hereinafter set forth and for other good and
valuable consideration, the parties hereto hereby mutually covenant and agree as
follows: 1. Incorporation By Reference; Document
Receipt. This Agreement is subject in all respects
to the terms and provisions of the Plan (including, without limitation, any
amendments thereto adopted at any time and from time to time unless such
amendments are expressly not intended to apply to the grant of the option
hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if each were expressly set forth mutatis
mutandis herein. Any capitalized term not defined in this Agreement will
have the same meaning as is ascribed thereto under the Plan. The Optionee hereby
acknowledges receipt of a prospectus describing the Plan and the Awards
thereunder and that the Optionee has read it carefully and fully understands its
content. In the event of any conflict between the terms of this Agreement and
the terms of the Plan, the terms of the Plan will control. 2.
Grant of Options. As of the
Grant Date specified above, the Corporation hereby grants to the Optionee
non-qualified stock options (each, an “Option” and collectively, the “Options”)
to acquire from the Corporation at the Per Share Exercise Price specified above
for

---

such Option the aggregate number of shares of the Common Stock of the
Corporation specified above for such Option (the “Option Shares”). The Options
are not to be treated as (and are not intended to qualify as) incentive stock
options within the meaning of Section 422 of Code. 3.
No Rights as Stockholder or to Cash Payments Equivalent to
Dividends. Prior to the acquisition of the Option
Shares upon the exercise of any Option, neither the Optionee nor any other
person will become the beneficial owner of the Option Shares underlying the
Option, nor have any rights as a stockholder with respect to any such Option
Shares and will not be entitled to receive a cash payment or other distribution
with respect to such Option Shares. 4. Exercise of
this Option. 4.1 Unless the
exercisability of any Option is accelerated under the terms of the Plan or this
Agreement, all Options not theretofore terminated will become exercisable as of
the first anniversary of the Grant Date. 4.2 Unless earlier
terminated in accordance with the terms of the Plan or this Agreement, all
Options will expire and no longer be exercisable upon the tenth anniversary of
the Grant Date (the “Expiration Date”). 4.3 In no event will
any Option be exercisable for a fractional share of Common Stock. 4.4
If the Optionee remains employed by the Corporation or any of its
Subsidiaries through the Expiration Date, the Options may be exercised to the
extent exercisable until the close of trading (generally 4:00 p.m. New York
time) on the last trading day falling within the exercise period on the New York
Stock Exchange or, if different, the principal stock exchange on which the
Common Stock is then listed. Thus if the Expiration Date is not a trading day,
then the last day the Stock Options may be exercised is the last trading day
preceding the Expiration Date. 5. Method of Exercise
and Payment. Once exercisable, an Option may be
exercised in whole or in part by the Optionee by delivering to the Secretary of
the Corporation or his designated agent (who, for so long as the Corporation
maintains a “cashless exercise” program and the Optionee exercises and sells
Option Shares through such program, shall be the administrator of such program)
on any business day (the “Exercise Date”) a notice, in such manner and form as
may be required by the Corporation, specifying the number of the Option Shares
the Optionee then desires to acquire (the “Exercise Notice”). The Exercise
Notice will be accompanied by payment of the aggregate Per Share Exercise Price
applicable to such Option for such number of the Option Shares to be acquired
upon such exercise. Such payment will be made in cash, by personal or certified
check, bank draft or money order payable to the order of the Corporation or, if
permitted by the Committee (in its sole discretion) and applicable law, rule or
regulation, by delivery of, alone or in conjunction with a partial cash or
instrument payment, (a) Shares already owned by the Participant for at least six
months, or (b) some other form of payment acceptable to the Committee. To the
extent permitted by law, the Committee may also allow the Optionee to
simultaneously exercise an Option and sell the Shares thereby acquired pursuant
to a “cashless exercise” arrangement or program, selected by and approved of in
all respects in advance by the Committee. Payment instruments will be received
by the Corporation subject to collection. The proceeds received by the
Corporation upon the exercise of any Option may be used by the Corporation for
general corporate purposes. Any portion of an Option that is exercised may not
be exercised again. Upon

-2-

---

exercise in accordance with the terms of the Plan and this Agreement, the
Option Shares underlying the exercised portion of the Option will be promptly
delivered to the Optionee, except that for so long as the Corporation maintains
a “cashless exercise” program and the Optionee exercises and sells Option Shares
through such program, delivery of the proceeds of such sale shall be made to a
brokerage account maintained in the name of the Optionee with the administrator
of such program. 6. Termination and
Forfeiture. 6.1 Unless otherwise
determined by the Committee, all Options will terminate in accordance with
Sections 6.2, 6.3 and 6.4 below, as the case may be. In any event, all Options
will terminate upon the tenth anniversary of the Grant Date. 6.2
Subject to any determination of the Committee pursuant to Section 6.01
of the Plan, if an Optionee153s employment with the Corporation or any Subsidiary
terminates for any reason (other than by reason of the Optionee153s death,
disability or normal or early retirement under the Corporation153s Employees153
Pension Plan or any successor plan thereto or any similar plan maintained by a
Subsidiary in which the Optionee participates) all Options, to the extent not
exercisable on the date of any such termination of employment, will be forfeited
and cancelled by the Corporation. The Optionee153s rights, if any, to exercise any
exercisable portion of any Option will terminate sixty days after the date of
any termination of employment (other than by reason of the Optionee153s death,
disability, or normal or early retirement under the Corporation153s Employees153
Pension Plan or any successor plan thereto or any similar plan maintained by a
Subsidiary in which the Optionee participates), but not beyond the tenth
anniversary of the Grant Date, and thereafter all Options will be forfeited and
cancelled by the Corporation. 6.3 If an Optionee153s employment
with the Corporation or any Subsidiary terminates by reason of the Optionee153s
death, disability, or normal retirement under the Corporation153s Employees153
Pension Plan or any successor plan thereto or any similar plan maintained by a
Subsidiary in which the Optionee participates, the Optionee (or, in the event of
the Optionee153s death, the Optionee153s estate, designated beneficiary or other
legal representative, as the case may be and as determined by the Committee)
shall have the right to exercise all Options at any time until the tenth
anniversary of the Grant Date. The existence and date of the Optionee153s
disability shall be determined by the Committee and any such determination shall
be conclusive. 6.4 (a) Notwithstanding anything to the contrary
in Section 6.2 above, if the Optionee153s employment with the Corporation or any
Subsidiary terminates by reason of the Optionee153s early retirement under the
Corporation153s Employees153 Pension Plan or any successor plan thereto or any
similar plan maintained by a Subsidiary in which the Optionee participates, all
Options to the extent exercisable on the date of such early retirement shall
remain exercisable until the tenth anniversary of the Grant Date. (b)
Notwithstanding anything to the contrary in Section 6.2 above, if the Optionee153s
employment with the Corporation or any Subsidiary terminates by reason of the
Optionee153s early retirement under the Corporation153s Employees153 Pension Plan or
any successor plan thereto or any similar plan maintained by a Subsidiary in
which the Optionee participates, the Committee, in its sole discretion, may (but
is not obligated to) determine that (i) each Option to the extent not
exercisable at the time of any such early retirement will become exercisable as
to a proportionate number of underlying Option Shares based on the number of
calendar days elapsed (as of the date of such early retirement) in the vesting
period of such Option (or portion thereof), and (ii) each such Option shall
remain exercisable until the tenth anniversary of the

-3-

---

Grant Date. Except for Options which have become exercisable as described in
the prior sentence, any Option to the extent not exercisable at the time of the
Optionee153s termination of employment by reason of early retirement will be
forfeited and cancelled by the Corporation. 6.5 For the
purposes of determining the dates on which Options may be exercised following a
termination of employment or death, disability, retirement or early retirement,
the Stock Options may be exercised until the close of trading (generally 4:00
p.m. New York time) on the last trading day falling within the exercise period
on the New York Stock Exchange or, if different, the principal stock exchange on
which the Common Stock is then listed. Thus if the Option would otherwise
terminate on a day that is not a trading day, then the last day the Options may
be exercised is the last trading day preceding such termination date.
7. Change of Control.
The Options are subject to acceleration of exercisability and
“cash-out” at the discretion of the Committee upon the occurrence of a Change of
Control, all as provided in and subject to Section 9 of the Plan. 8.
Non-transferability. The
Options, and any rights or interests therein or under this Agreement, may not be
sold, exchanged, transferred, assigned or otherwise disposed of in any way at
any time by the Optionee (or any beneficiary(ies) of the Optionee), except to an
Immediate Family Member or to a trust, partnership or limited liability
corporation all of whose beneficiaries, partners or members, as the case may be,
are Immediate Family Members, or by testamentary disposition by the Optionee or
the laws of descent and distribution or pursuant to Section 16 of this
Agreement; provided, however, that to transfer an Option to an
Immediate Family Member or to an entity described above, such Immediate Family
Member or entity must agree, in a form acceptable to Committee, to be bound by
the terms of the Plan and this Agreement. The Options may not be pledged,
encumbered or otherwise hypothecated in any way at any time by the Optionee (or
any beneficiary(ies) of the Optionee) and will not be subject to execution,
attachment or similar legal process. Any attempt to sell, exchange, pledge,
transfer, assign, encumber or otherwise dispose of or hypothecate this Option,
or the levy of any execution, attachment or similar legal process upon this
Option, contrary to the terms of this Agreement and/or the Plan will be null and
void and without legal force or effect. During the Optionee153s lifetime, the
Options may be exercisable only by the Optionee or the Optionee153s legal
representative, or if transferred to an Immediate Family Member or an entity
comprising Immediate Family Members as described above, by such Immediate Family
Member or entity. 9. Entire Agreement;
Amendment. This Agreement (including the Plan
incorporated herein by reference) contains the entire agreement between the
parties hereto with respect to the subject matter contained herein, and
supersedes all prior agreements or prior understandings, whether written or
oral, between the parties relating to such subject matter. The Board has the
right, in its sole discretion, to amend, alter, suspend, discontinue or
terminate the Plan, and the Committee has the right, in its sole discretion, to
amend, alter, suspend, discontinue or terminate any or all of the Options or
this Agreement from time to time in accordance with and as provided in the Plan;
provided, however, that no such amendment, alteration, suspension,
discontinuance or termination after initial shareholder approval of the Plan may
materially impair the previously accrued rights of the Optionee under this
Option without the consent of the Optionee. The Corporation will give written
notice to the Optionee of any such modification or amendment of this Agreement
as soon as practicable after the adoption thereof. This Agreement may also be
modified, amended or terminated by a writing signed by both the Corporation and
the Optionee. 10. Notices.
Any notice (other than an Exercise Notice) which may be required or
permitted under this Agreement will be in writing, and will be delivered in
person or via facsimile

-4-

---

transmission, overnight courier service or certified mail, return receipt
requested, postage prepaid, properly addressed as follows: 10.1
If the notice is to the Corporation, to the attention of the Secretary
of Hess Corporation, 1185 Avenue of the Americas, New York, New York 10036, or
at such other address as the Corporation by notice to the Optionee designates in
writing from time to time. 10.2 If the notice is to the
Optionee, at his or her address as shown on the Corporation153s records, or at
such other address as the Optionee, by notice to the Corporation, designates in
writing from time to time. 11. Limitations;
Governing Law. Nothing herein or in the Plan will
be construed as conferring on the Optionee or anyone else the right to continue
in the employ of the Corporation or any Subsidiary. This Agreement will be
governed by and construed in accordance with the laws of the State of Delaware,
without reference to the principles of conflict of laws thereof. 12.
Compliance with Laws. The
issuance of this Option (and the Option Shares upon exercise of this Option)
pursuant to this Agreement will be subject to, and will comply with, any
applicable requirements of any federal and state securities laws, rules and
regulations (including, without limitation, the provisions of the Securities Act
of 1933, the Exchange Act and the respective rules and regulations promulgated
thereunder), rules of any exchange on which the Common Stock is listed
(including, without limitation, the rules and regulations of the New York Stock
Exchange), and any other law or regulation applicable thereto. The Corporation
will not be obligated to issue this Option or any of the Option Shares pursuant
to this Agreement if any such issuance would violate any such requirements, and
if issued will be deemed void ab initio. 13.
Binding Agreement; Further Assurances.
This Agreement will inure to the benefit of, be binding upon, and be
enforceable by the Corporation and its successors and assigns. Each party hereto
will do and perform (or will cause to be done and performed) all such further
acts and will execute and deliver all such other agreements, certificates,
instruments and documents as any party hereto reasonably may request in order to
carry out the intent and accomplish the purposes of this Agreement and the Plan
and the consummation of the transactions contemplated thereunder. 14.
Counterparts; Headings. This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original, but all of which will constitute one and the same
instrument. The titles and headings of the various sections of this Agreement
have been inserted for convenience of reference only and will not be deemed to
be a part of this Agreement. 15.
Severability. The invalidity
or unenforceability of any provisions of this Agreement in any jurisdiction will
not affect the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of
any provision of this Agreement in any other jurisdiction, it being intended
that all rights and obligations of the parties hereunder will be enforceable to
the fullest extent permitted by law. 16.
Beneficiary. The Optionee may
designate the beneficiary or beneficiaries to exercise this Option (or to
receive any Option Shares issuable hereunder) after the death of the Optionee.
Such designation may be made by the Optionee on the enclosed beneficiary
designation form and (unless the Optionee has waived such right) may be changed
by the Optionee from time to time by filing a new beneficiary designation form
with the Committee. If

-5-

---

the Optionee does not designate a beneficiary or if no designated
beneficiary(ies) survives the Optionee, the Optionee153s beneficiary will be the
legal representative of the Optionee153s estate. 17.
Tax Withholding. Neither the
exercise of any Option under this Agreement, nor the issuance of any Option
Shares thereunder, will be permitted or effected unless and until the Optionee
(or the Optionee153s beneficiary(ies) or legal representative) has made
appropriate arrangements for the payment of any amounts required to be withheld
with respect thereto under all present or future federal, state and local tax
laws and regulations and other laws and regulations. Unless the Optionee
otherwise elects or is prohibited by law, if and for so long as the Corporation
maintains a cashless exercise program and the Optionee exercises and sells
Option Shares through such program, payment of such amounts will be made by
deducting such amounts from the proceeds of such sale. 18. Terms of
Employment. The Plan is a discretionary plan. The Optionee hereby
acknowledges that neither the Plan nor this Agreement forms part of his terms of
employment and nothing in the Plan may be construed as imposing on the
Corporation or any Subsidiary a contractual obligation to offer participation in
the Plan to any employee of the Corporation or any Subsidiary. The Corporation
or any Subsidiary is under no obligation to grant further Options to the
Optionee under the Plan. If the Optionee ceases to be an employee of the
Corporation or any Subsidiary for any reason, he shall not be entitled by way of
compensation for loss of office or otherwise howsoever to any sum or other
benefit to compensate him for the loss of any rights under this Agreement or the
Plan. 19. Data Protection. By signing this Agreement,
the Optionee consents to the holding and processing of personal data provided by
the Optionee to the Corporation for all purposes necessary for the operation of
the Plan. These include, but are not limited to: 19.1
Administering and maintaining Optionee records; 19.2
Providing information to any registrars, brokers or third party
administrators of the Plan; and 19.3 Providing information to
future purchasers of the Corporation or the business in which the Optionee
works.

-6-

---

IN WITNESS WHEREOF, the Corporation has caused this agreement to be executed
by its duly authorized officer, and you have also executed this Agreement and
acknowledged receipt of other related materials including the Plan prospectus,
all as of the Grant Date.

	HESS CORPORATION
	/s/ John B. Hess
	John B. Hess
	Chairman of the Board

-7-