{"id":39976,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-restricted-stock-award-agreement-hess.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-restricted-stock-award-agreement-hess","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/form-restricted-stock-award-agreement-hess.html","title":{"rendered":"Form Restricted Stock Award Agreement – Hess"},"content":{"rendered":"

RESTRICTED STOCK AWARD AGREEMENT<\/strong>pursuant to
\nthe<\/strong>HESS CORPORATION<\/strong>2008 LONG-TERM INCENTIVE
\nPLAN<\/strong>* * * * *<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Awardee:<\/strong><\/td>\n<\/td>\n\n

FIRST NAME : LAST NAME<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Grant Date:<\/strong><\/td>\n<\/td>\n\n

DATE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Number of Shares of Common<\/strong><\/td>\n<\/td>\n\n

# OF RESTRICTED SHARES<\/p>\n<\/td>\n<\/tr>\n

Stock Subject to such Award:<\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

* * * * *<\/strong><\/p>\n

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the
\nGrant Date specified above, is entered into by and between Hess Corporation, a
\nDelaware corporation (the “Corporation”), and the Awardee specified above,
\npursuant to the Hess Corporation 2008 Long-Term Incentive Plan, as in effect and
\nas amended from time to time (the “Plan”); and WHEREAS, it has been determined
\nunder the Plan that it would be in the best interests of the Corporation to
\ngrant the restricted stock award provided for herein to the Awardee as an
\ninducement to remain in the employment of the Corporation (and\/or any
\nSubsidiary), and as an incentive for increased effort during such employment;
\nNOW, THEREFORE, in consideration of the mutual covenants and premises
\nhereinafter set forth and for other good and valuable consideration, the parties
\nhereto hereby mutually covenant and agree as follows: The Compensation and
\nManagement Development Committee (the “Committee”) of the Board of Directors
\n(the “Board”) of Hess Corporation has granted to you restricted shares of the
\nCommon Stock of the Corporation in accordance with the terms and provisions of
\nthe Plan and this agreement (the “Restricted Shares”). The Restricted Shares are
\nrestricted for a period commencing on the date of grant and ending on the third
\nanniversary of the Grant Date and are otherwise subject to the terms and
\nconditions set forth herein. If the conditions set forth in the Plan and this
\nagreement are not satisfied, this agreement and the Restricted Shares awarded
\ntogether with all rights and interests relating thereto, shall be void and of no
\nforce or effect. 1. <\/strong>Incorporation By Reference;
\nDocument Receipt<\/strong><\/u>. <\/strong>This agreement is subject in all
\nrespects to the terms and provisions of the Plan (including, without limitation,
\nany amendments thereto adopted at any time and from time to time unless such
\namendments are expressly not intended to apply to the grant of Restricted Shares
\nhereunder), all of which terms and provisions are made a part of and
\nincorporated in this agreement as if each were expressly set forth mutatis
\nmutandis<\/u> herein. Any capitalized term not defined in this agreement will
\nhave the same meaning as is ascribed thereto under the Plan. You hereby
\nacknowledge receipt of a prospectus describing the Plan and the Awards
\nthereunder and that you have read it carefully and fully understand its<\/p>\n

\n

\n

content. In the event of any conflict between the terms of this agreement and
\nthe terms of the Plan, the terms of the Plan will control. 2.
\n<\/strong>Restricted Stock<\/strong><\/u>. Restricted Shares will be
\nissued in book-entry form in your name and deposited with The Bank of New York
\nor other agent designated by the Committee, as escrow agent (the “Escrow
\nAgent”). Prior to the issuance and deposit of the Restricted Shares with the
\nEscrow Agent, you will have no rights of a shareholder, and you will not be
\nentitled to vote the Restricted Shares or receive any dividends or other
\ndistributions, in respect of the Restricted Shares. The Restricted Shares will
\nbe held by the Escrow Agent pursuant to an agreement (the “Escrow Agreement”)
\nbetween the Escrow Agent and the Corporation. You authorize the Escrow Agreement
\nto transfer shares and otherwise act in accordance with instructions of the
\nCorporation. You will furnish the Escrow Agent with stock transfer powers or
\nauthorizations from time to time, if requested. Except to the extent otherwise
\nprovided in the Plan or this agreement, if you remain continuously employed by
\nthe Corporation or any Subsidiary until the third anniversary of the Grant Date,
\nthe Escrow Agent will, except as provided below, deliver to you shortly
\nthereafter a new share certificate in your name representing the Restricted
\nShares; provided<\/em>, however<\/em>, that Restricted Shares may
\nnevertheless be evidenced on a noncertificated basis, to the extent not
\nprohibited by applicable law or the rules of any stock exchange. For as long as
\nan account is maintained in your name with a broker, custodian, or other
\ninstitution retained by the Corporation to assist in the administration of the
\nPlan (the “Administrator”), such Restricted Shares will be deposited into such
\naccount. 3. <\/strong>Rights as a
\nStockholder<\/strong><\/u>. <\/strong>While the Restricted Shares are held
\nby the Escrow Agent, you will be the record owner and will have all the rights
\nof a stockholder with respect to the Restricted Shares, including (without
\nlimitation) the right to vote, subject to the restrictions provided for in the
\nPlan, the Escrow Agreement and this agreement. From and after the date on which
\nthe Restricted Shares are issued in your name and deposited with the Escrow
\nAgent, cash dividends and other distributions made or paid with respect to the
\nRestricted Shares will be held by the Escrow Agent and may (but need not be)
\nreinvested as determined by the Committee, and such dividends and distributions
\nwill be paid to you (or your account at the Administrator referred to in Section
\n2), together with interest or other earnings thereon (if any), at the time and
\nto the extent pro<\/u> tanto<\/u> that the Restricted Shares become
\nnon-forfeitable and are delivered to you by the Escrow Agent. Any new,
\nadditional or different securities that you may become entitled to receive with
\nrespect to the Restricted Shares under the Plan by virtue of any reinvestment of
\nany cash dividends paid on the Common Stock or any stock dividend, stock split,
\nrecapitalization, reorganization, merger, consolidation, split-up, or any
\nsimilar change affecting the Common Stock, will be delivered to the Escrow Agent
\nsubject to the same restrictions, terms and conditions as apply to the related
\nRestricted Shares. 4. <\/strong>Termination and
\nForfeiture<\/strong><\/u>.<\/strong> 4.1 <\/strong>If your
\nemployment with the Corporation or any Subsidiary terminates prior to the third
\nanniversary of the Grant Date by reason of your death, disability or normal
\nretirement under the Corporation153s Employees153 Pension Plan or any successor plan
\nthereto or any similar plan maintained by a Subsidiary in which you participate,
\nthe Escrow Agent will, as promptly as practicable, deliver to you, or your
\naccount at the Administrator referred to in Section 2 (in the case of disability
\nor your normal retirement), or your beneficiary(ies) (in the case of your death)
\na certificate representing all of the Restricted Shares awarded to you hereunder
\nand all accumulated dividends on the Restricted Shares, together with interest
\nor other earnings thereon (if any). The existence and date of disability will be
\ndetermined by the Committee and its determination shall be final and conclusive.\n<\/p>\n

-2-<\/p>\n

\n

4.2 <\/strong><\/p>\n

If your employment with the Corporation or any Subsidiary terminates prior to
\nthe third anniversary of the Grant Date for any reason other than your death,
\ndisability or normal retirement under the Corporation153s Employees153 Pension Plan
\nor any successor plan thereto or any similar plan maintained by a Subsidiary in
\nwhich you participate, all of the Restricted Shares, and any rights thereto,
\nawarded to you hereunder, all accumulated dividends in respect thereof and
\ninterest thereon (if any) will be forfeited by you and returned by the Escrow
\nAgent to the Corporation and you will have no further rights with respect
\nthereto. 4.3 <\/strong>Notwithstanding Section 4.2 above, if your
\nemployment with the Corporation or any Subsidiary terminates prior to the third
\nanniversary of the Grant Date by reason of your early retirement under the
\nCorporation153s Employees153 Pension Plan or any successor plan thereto or any
\nsimilar plan maintained by a Subsidiary in which you participate, the Committee,
\nin its sole discretion, may (but is not obligated to) determine that it will
\ndeliver to you, or your account at the Administrator referred to in Section 2,
\non a specified date a certificate representing a proportionate number of the
\nRestricted Shares awarded to you hereunder based on the number of calendar days
\nelapsed (as of the date of such early retirement) in the vesting period ending
\non the third anniversary of the Grant Date, together with a proportionate amount
\nof the accumulated dividends in respect thereof also based on the number of
\ncalendar days elapsed (as of the date of such early retirement) in the vesting
\nperiod ending on the third anniversary of the Grant Date, and any interest or
\nother earnings on such proportionate amount (if any). 5.
\n<\/strong>Change of Control<\/strong><\/u>. <\/strong>The
\nRestricted Shares awarded to you hereunder are subject to acceleration of
\nvesting and “cash-out” at the discretion of the Committee upon the occurrence of
\na Change of Control, all as provided in and subject to Section 9 of the Plan.
\n6. <\/strong>Beneficiary<\/strong><\/u>. <\/strong>You
\nmay designate the beneficiary or beneficiaries to receive any Restricted Shares
\nor other amounts which may be delivered in respect of this Award after your
\ndeath. Such designation may be made by you on the enclosed beneficiary
\ndesignation form and (unless you have waived such right) may be changed by you
\nfrom time to time by filing a new beneficiary designation form with the
\nCommittee. If you do not designate a beneficiary or if no designated
\nbeneficiary(ies) survives you, your beneficiary will be the legal representative
\nof your estate. 7. Tax Withholding<\/u>.<\/strong> No delivery of
\nvested Restricted Shares or payment of any accumulated cash dividends in respect
\nthereof or other amount in respect of this Award will be made unless and until
\nyou (or your beneficiary or legal representative) have made appropriate
\narrangements for the payment of any amounts required to be withheld with respect
\nthereto under all present or future federal, state and local tax laws and
\nregulations and other laws and regulations. Unless you elect otherwise in
\nwriting or are prohibited by law, upon expiration of the applicable restriction
\nperiod such number of Restricted Shares as shall be necessary to pay such
\nwithholding amounts shall be sold by the Administrator on your behalf, and the
\nproceeds thereof shall be delivered to the Corporation for remittance to the
\nappropriate governmental authorities, and the remaining Restricted Shares shall
\nbe delivered to you, or your account at the Administrator referred to in Section
\n2. Notwithstanding the immediately preceding paragraph, if you make an election
\npursuant to Section 83(b) of the Code, or the value of any Restricted Shares
\notherwise becomes includible in your gross income for income tax purposes prior
\nto the expiration of the applicable restriction period, you agree to pay to the
\nCorporation in cash (or make other arrangements, in accordance with Section
\n12.03 of the Plan, for the satisfaction of) any taxes of any kind required by
\nlaw to be withheld with respect to such Restricted Shares. If you elect
\nimmediate Federal income taxation with respect to all or any portion of the
\nRestricted Shares pursuant to Section 83(b) of the<\/p>\n

-3-<\/p>\n

\n

Code, you agree to deliver a copy of such election to the Corporation at the
\ntime such election is filed with the Internal Revenue Service. 8.
\n<\/strong>Limitations; Governing Law<\/strong><\/u>.
\n<\/strong>Nothing herein or in the Plan will be construed as conferring on you or
\nanyone else the right to continue in the employ of the Corporation or any
\nSubsidiary. The rights and obligations under this agreement and the Award are
\ngoverned by and construed in accordance with the laws of the State of Delaware,
\nwithout reference to the principles of conflict of laws thereof. 9.
\n<\/strong>Non-transferability<\/strong><\/u>. <\/strong>The
\nRestricted Shares, and any rights and interests with respect thereto, issued
\nunder this agreement and the Plan may not, prior to vesting, be sold, exchanged,
\ntransferred, assigned or otherwise disposed of in any way by you (or any of your
\nbeneficiary(ies)). The Restricted Shares, and any rights and interests with
\nrespect thereto, may not, prior to vesting, be pledged, encumbered or otherwise
\nhypothecated in any way by you (or any of your beneficiary(ies)) and will not,
\nprior to vesting, be subject to execution, attachment or similar legal process.
\nAny attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise
\ndispose of or hypothecate in any way any of the Restricted Shares, or the levy
\nof any execution, attachment or similar legal process upon the Restricted
\nShares, contrary to the terms and provisions of this agreement and\/or the Plan
\nwill be null and void ab<\/u> initio<\/u> and without legal force or effect.
\nEach certificate evidencing the Restricted Shares will bear a legend to this
\neffect. 10. <\/strong>Entire Agreement;
\nAmendment<\/strong><\/u>. <\/strong>This agreement (including the Plan
\nwhich is incorporated herein by reference) contains the entire agreement between
\nthe parties hereto with respect to the subject matter contained herein, and
\nsupersedes all prior agreements or prior understandings, whether written or
\noral, between the parties hereto relating to such subject matter. The Board has
\nthe right, in its sole discretion, to amend, alter, suspend, discontinue or
\nterminate the Plan, and the Committee has the right, in its sole discretion, to
\namend, alter, suspend, discontinue or terminate one or more of the Awards of
\nRestricted Stock or this agreement from time to time in accordance with and as
\nprovided in the Plan; provided<\/u>, however<\/u>, that no such amendment,
\nalteration, suspension, discontinuance or termination after initial shareholder
\napproval of the Plan may materially impair your previously accrued rights under
\nthis agreement or the Plan without your consent. The Corporation will give you
\nwritten notice of any such modification or amendment of this agreement as soon
\nas practicable after the adoption thereof. This agreement may also be modified,
\namended or terminated by a writing signed by you and the Corporation.
\n11. <\/strong>Notices<\/strong><\/u>. <\/strong>Any
\nnotice which may be required or permitted under this agreement will be in
\nwriting and will be delivered in person, or via facsimile transmission,
\novernight courier service or certified mail, return receipt requested, postage
\nprepaid, properly addressed as follows: 11.1 <\/strong>If the notice is
\nto the Corporation, to the attention of the Secretary of Hess Corporation, 1185
\nAvenue of the Americas, New York, New York 10036, or at such other address as
\nthe Corporation by notice to you may designate in writing from time to time.
\n11.2 <\/strong>If the notice is to you, at your address as shown on the
\nCorporation153s records, or at such other address as you, by notice to the
\nCorporation, may designate in writing from time to time. 12.
\n<\/strong>Compliance with Laws<\/strong><\/u>. <\/strong>The
\nissuance of the Restricted Shares pursuant to this will be subject to, and will
\ncomply with, any applicable requirements of federal and state securities laws,
\nrules and regulations (including, without limitation, the provisions of the
\nSecurities Act of 1933, the Exchange Act and the respective rules and
\nregulations promulgated thereunder), any applicable rules of any exchange on
\nwhich the Common Stock is listed (including, without<\/p>\n

-4-<\/p>\n

\n

limitation, the rules and regulations of the New York Stock Exchange), and
\nany other law, rule or regulation applicable thereto. The Corporation will not
\nbe obligated to issue any of the Common Stock subject to this agreement if such
\nissuance would violate any such requirements and if issued will be deemed void
\nab<\/u> initio<\/u>. 13. <\/strong>Binding Agreement;
\nFurther Assurances<\/strong><\/u>. <\/strong>This agreement will inure to
\nthe benefit of, be binding upon, and be enforceable by the Corporation and its
\nsuccessors and assigns. Each party hereto will do and perform (or will cause to
\nbe done and performed) all such further acts and shall execute and deliver all
\nsuch other agreements, certificates, instruments and documents as any other
\nparty hereto reasonably may request in order to carry out the intent and
\naccomplish the purposes of this agreement and the Plan and the consummation of
\nthe transactions contemplated thereunder. 14.
\n<\/strong>Counterparts; Headings<\/strong><\/u>. <\/strong>This
\nagreement may be executed in one or more counterparts, each of which will be
\ndeemed to be an original, but all of which will constitute one and the same
\ninstrument. The titles and headings of the various sections of this agreement
\nhave been inserted for convenience of reference only and will not be deemed to
\nbe a part of this agreement. 15.
\n<\/strong>Severability<\/strong><\/u>. <\/strong>The invalidity
\nor unenforceability of any provisions of this agreement in any jurisdiction will
\nnot affect the validity, legality or enforceability of the remainder of this
\nagreement in such jurisdiction or the validity, legality or enforceability of
\nany provision of this agreement in any other jurisdiction, it being intended
\nthat all rights and obligations of the parties hereunder will be enforceable to
\nthe fullest extent permitted by law. 16. Terms of
\nEmployment<\/u>.<\/strong> The Plan is a discretionary plan. You hereby
\nacknowledge that neither the Plan nor this agreement forms part of your terms of
\nemployment and nothing in the Plan may be construed as imposing on the
\nCorporation or any Subsidiary a contractual obligation to offer participation in
\nthe Plan to any employee of the Corporation or any Subsidiary. The Corporation
\nor any Subsidiary is under no obligation to grant further Restricted Shares to
\nyou under the Plan. If you cease to be an employee of the Corporation or any
\nSubsidiary for any reason, you shall not be entitled by way of compensation for
\nloss of office or otherwise howsoever to any sum or other benefit to compensate
\nyou for the loss of any rights under this agreement or the Plan. 17.
\n<\/strong>Data Protection<\/strong><\/u>. <\/strong>By signing
\nthis agreement, you consent to the holding and processing of personal data
\nprovided by you to the Corporation for all purposes necessary for the operation
\nof the Plan. These include, but are not limited to: 17.1
\n<\/strong>Administering and maintaining your records; 17.2
\n<\/strong>Providing information to any registrars, brokers or third party
\nadministrators of the Plan; and 17.3 <\/strong>Providing information to
\nfuture purchasers of the Corporation or the business in which you work. IN
\nWITNESS WHEREOF, the Corporation has caused this agreement to be executed by its
\nduly authorized officer, and you have also executed this agreement and<\/p>\n

-5-<\/p>\n

\n

acknowledged receipt of other related materials including the Plan
\nprospectus, all as of the Grant Date.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Very truly yours,<\/p>\n

HESS CORPORATION<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ John B. Hess<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

John B. Hess<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Chairman of the Board<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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