{"id":39977,"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-stock-option-agreement-hess.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-stock-option-agreement-hess","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/form-stock-option-agreement-hess.html","title":{"rendered":"Form Stock Option Agreement – Hess"},"content":{"rendered":"

STOCK OPTION 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\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Optionee:<\/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 OPTION SHARES<\/p>\n<\/td>\n<\/tr>\n

Stock Subject to such Option:<\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Per Share Exercise Price of Option:<\/strong><\/td>\n<\/td>\n\n

$XX.XX<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date
\nspecified above, is entered into by and between Hess Corporation, a Delaware
\ncorporation (the “Corporation”), and the Optionee specified above, pursuant to
\nthe Hess Corporation 2008 Long-Term Incentive Plan, as in effect and as amended
\nfrom time to time (the “Plan”); and WHEREAS, it has been determined under the
\nPlan that it would be in the best interests of the Corporation to grant the
\nstock option provided for herein to the Optionee as an inducement to remain in
\nthe employment of the Corporation (and\/or any Subsidiary), and as an incentive
\nfor increased effort during such employment; NOW, THEREFORE, in consideration of
\nthe mutual covenants and premises hereinafter set forth and for other good and
\nvaluable consideration, the parties hereto hereby mutually covenant and agree as
\nfollows: 1. <\/strong>Incorporation By Reference; Document
\nReceipt<\/strong><\/u>. <\/strong>This Agreement is subject in all respects
\nto the terms and provisions of the Plan (including, without limitation, any
\namendments thereto adopted at any time and from time to time unless such
\namendments are expressly not intended to apply to the grant of the option
\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. The Optionee hereby
\nacknowledges receipt of a prospectus describing the Plan and the Awards
\nthereunder and that the Optionee has read it carefully and fully understands its
\ncontent. 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>Grant of Options<\/strong><\/u>. <\/strong>As of the
\nGrant Date specified above, the Corporation hereby grants to the Optionee
\nnon-qualified stock options (each, an “Option” and collectively, the “Options”)
\nto acquire from the Corporation at the Per Share Exercise Price specified above
\nfor<\/p>\n

\n

\n

such Option the aggregate number of shares of the Common Stock of the
\nCorporation specified above for such Option (the “Option Shares”). The Options
\nare not to be treated as (and are not intended to qualify as) incentive stock
\noptions within the meaning of Section 422 of Code. 3.
\n<\/strong>No Rights as Stockholder or to Cash Payments Equivalent to
\nDividends<\/strong><\/u>. <\/strong>Prior to the acquisition of the Option
\nShares upon the exercise of any Option, neither the Optionee nor any other
\nperson will become the beneficial owner of the Option Shares underlying the
\nOption, nor have any rights as a stockholder with respect to any such Option
\nShares and will not be entitled to receive a cash payment or other distribution
\nwith respect to such Option Shares. 4. <\/strong>Exercise of
\nthis Option<\/strong><\/u>.<\/strong> 4.1 <\/strong>Unless the
\nexercisability of any Option is accelerated under the terms of the Plan or this
\nAgreement, all Options not theretofore terminated will become exercisable as of
\nthe first anniversary of the Grant Date. 4.2 <\/strong>Unless earlier
\nterminated in accordance with the terms of the Plan or this Agreement, all
\nOptions will expire and no longer be exercisable upon the tenth anniversary of
\nthe Grant Date (the “Expiration Date”). 4.3 <\/strong>In no event will
\nany Option be exercisable for a fractional share of Common Stock. 4.4
\n<\/strong>If the Optionee remains employed by the Corporation or any of its
\nSubsidiaries through the Expiration Date, the Options may be exercised to the
\nextent exercisable until the close of trading (generally 4:00 p.m. New York
\ntime) on the last trading day falling within the exercise period on the New York
\nStock Exchange or, if different, the principal stock exchange on which the
\nCommon Stock is then listed. Thus if the Expiration Date is not a trading day,
\nthen the last day the Stock Options may be exercised is the last trading day
\npreceding the Expiration Date. 5. <\/strong>Method of Exercise
\nand Payment<\/strong><\/u>. <\/strong>Once exercisable, an Option may be
\nexercised in whole or in part by the Optionee by delivering to the Secretary of
\nthe Corporation or his designated agent (who, for so long as the Corporation
\nmaintains a “cashless exercise” program and the Optionee exercises and sells
\nOption Shares through such program, shall be the administrator of such program)
\non any business day (the “Exercise Date”) a notice, in such manner and form as
\nmay be required by the Corporation, specifying the number of the Option Shares
\nthe Optionee then desires to acquire (the “Exercise Notice”). The Exercise
\nNotice will be accompanied by payment of the aggregate Per Share Exercise Price
\napplicable to such Option for such number of the Option Shares to be acquired
\nupon such exercise. Such payment will be made in cash, by personal or certified
\ncheck, bank draft or money order payable to the order of the Corporation or, if
\npermitted by the Committee (in its sole discretion) and applicable law, rule or
\nregulation, by delivery of, alone or in conjunction with a partial cash or
\ninstrument payment, (a) Shares already owned by the Participant for at least six
\nmonths, or (b) some other form of payment acceptable to the Committee. To the
\nextent permitted by law, the Committee may also allow the Optionee to
\nsimultaneously exercise an Option and sell the Shares thereby acquired pursuant
\nto a “cashless exercise” arrangement or program, selected by and approved of in
\nall respects in advance by the Committee. Payment instruments will be received
\nby the Corporation subject to collection. The proceeds received by the
\nCorporation upon the exercise of any Option may be used by the Corporation for
\ngeneral corporate purposes. Any portion of an Option that is exercised may not
\nbe exercised again. Upon<\/p>\n

-2-<\/p>\n

\n

exercise in accordance with the terms of the Plan and this Agreement, the
\nOption Shares underlying the exercised portion of the Option will be promptly
\ndelivered to the Optionee, except that for so long as the Corporation maintains
\na “cashless exercise” program and the Optionee exercises and sells Option Shares
\nthrough such program, delivery of the proceeds of such sale shall be made to a
\nbrokerage account maintained in the name of the Optionee with the administrator
\nof such program. 6. <\/strong>Termination and
\nForfeiture<\/strong><\/u>.<\/strong> 6.1 <\/strong>Unless otherwise
\ndetermined by the Committee, all Options will terminate in accordance with
\nSections 6.2, 6.3 and 6.4 below, as the case may be. In any event, all Options
\nwill terminate upon the tenth anniversary of the Grant Date. 6.2
\n<\/strong>Subject to any determination of the Committee pursuant to Section 6.01
\nof the Plan, if an Optionee153s employment with the Corporation or any Subsidiary
\nterminates for any reason (other than by reason of the Optionee153s death,
\ndisability or normal or early retirement under the Corporation153s Employees153
\nPension Plan or any successor plan thereto or any similar plan maintained by a
\nSubsidiary in which the Optionee participates) all Options, to the extent not
\nexercisable on the date of any such termination of employment, will be forfeited
\nand cancelled by the Corporation. The Optionee153s rights, if any, to exercise any
\nexercisable portion of any Option will terminate sixty days after the date of
\nany termination of employment (other than by reason of the Optionee153s death,
\ndisability, or normal or early retirement under the Corporation153s Employees153
\nPension Plan or any successor plan thereto or any similar plan maintained by a
\nSubsidiary in which the Optionee participates), but not beyond the tenth
\nanniversary of the Grant Date, and thereafter all Options will be forfeited and
\ncancelled by the Corporation. 6.3 <\/strong>If an Optionee153s employment
\nwith the Corporation or any Subsidiary terminates by reason of the Optionee153s
\ndeath, disability, or normal retirement under the Corporation153s Employees153
\nPension Plan or any successor plan thereto or any similar plan maintained by a
\nSubsidiary in which the Optionee participates, the Optionee (or, in the event of
\nthe Optionee153s death, the Optionee153s estate, designated beneficiary or other
\nlegal representative, as the case may be and as determined by the Committee)
\nshall have the right to exercise all Options at any time until the tenth
\nanniversary of the Grant Date. The existence and date of the Optionee153s
\ndisability shall be determined by the Committee and any such determination shall
\nbe conclusive. 6.4 <\/strong>(a) Notwithstanding anything to the contrary
\nin Section 6.2 above, if the Optionee153s employment with the Corporation or any
\nSubsidiary terminates by reason of the Optionee153s early retirement under the
\nCorporation153s Employees153 Pension Plan or any successor plan thereto or any
\nsimilar plan maintained by a Subsidiary in which the Optionee participates, all
\nOptions to the extent exercisable on the date of such early retirement shall
\nremain exercisable until the tenth anniversary of the Grant Date. (b)
\nNotwithstanding anything to the contrary in Section 6.2 above, if the Optionee153s
\nemployment with the Corporation or any Subsidiary terminates by reason of the
\nOptionee153s early retirement under the Corporation153s Employees153 Pension Plan or
\nany successor plan thereto or any similar plan maintained by a Subsidiary in
\nwhich the Optionee participates, the Committee, in its sole discretion, may (but
\nis not obligated to) determine that (i) each Option to the extent not
\nexercisable at the time of any such early retirement will become exercisable as
\nto a proportionate number of underlying Option Shares based on the number of
\ncalendar days elapsed (as of the date of such early retirement) in the vesting
\nperiod of such Option (or portion thereof), and (ii) each such Option shall
\nremain exercisable until the tenth anniversary of the<\/p>\n

-3-<\/p>\n

\n

Grant Date. Except for Options which have become exercisable as described in
\nthe prior sentence, any Option to the extent not exercisable at the time of the
\nOptionee153s termination of employment by reason of early retirement will be
\nforfeited and cancelled by the Corporation. 6.5 <\/strong>For the
\npurposes of determining the dates on which Options may be exercised following a
\ntermination of employment or death, disability, retirement or early retirement,
\nthe Stock Options may be exercised until the close of trading (generally 4:00
\np.m. New York time) on the last trading day falling within the exercise period
\non the New York Stock Exchange or, if different, the principal stock exchange on
\nwhich the Common Stock is then listed. Thus if the Option would otherwise
\nterminate on a day that is not a trading day, then the last day the Options may
\nbe exercised is the last trading day preceding such termination date.
\n7. <\/strong>Change of Control<\/strong><\/u>.
\n<\/strong>The Options are subject to acceleration of exercisability and
\n“cash-out” at the discretion of the Committee upon the occurrence of a Change of
\nControl, all as provided in and subject to Section 9 of the Plan. 8.
\n<\/strong>Non-transferability<\/strong><\/u>. <\/strong>The
\nOptions, and any rights or interests therein or under this Agreement, may not be
\nsold, exchanged, transferred, assigned or otherwise disposed of in any way at
\nany time by the Optionee (or any beneficiary(ies) of the Optionee), except to an
\nImmediate Family Member or to a trust, partnership or limited liability
\ncorporation all of whose beneficiaries, partners or members, as the case may be,
\nare Immediate Family Members, or by testamentary disposition by the Optionee or
\nthe laws of descent and distribution or pursuant to Section 16 of this
\nAgreement; provided<\/u>, however<\/u>, that to transfer an Option to an
\nImmediate Family Member or to an entity described above, such Immediate Family
\nMember or entity must agree, in a form acceptable to Committee, to be bound by
\nthe terms of the Plan and this Agreement. The Options may not be pledged,
\nencumbered or otherwise hypothecated in any way at any time by the Optionee (or
\nany beneficiary(ies) of the Optionee) and will not be subject to execution,
\nattachment or similar legal process. Any attempt to sell, exchange, pledge,
\ntransfer, assign, encumber or otherwise dispose of or hypothecate this Option,
\nor the levy of any execution, attachment or similar legal process upon this
\nOption, contrary to the terms of this Agreement and\/or the Plan will be null and
\nvoid and without legal force or effect. During the Optionee153s lifetime, the
\nOptions may be exercisable only by the Optionee or the Optionee153s legal
\nrepresentative, or if transferred to an Immediate Family Member or an entity
\ncomprising Immediate Family Members as described above, by such Immediate Family
\nMember or entity. 9. <\/strong>Entire Agreement;
\nAmendment<\/strong><\/u>. <\/strong>This Agreement (including the Plan
\nincorporated herein by reference) contains the entire agreement between the
\nparties hereto with respect to the subject matter contained herein, and
\nsupersedes all prior agreements or prior understandings, whether written or
\noral, between the parties relating to such subject matter. The Board has the
\nright, 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 any or all of the Options or
\nthis Agreement from time to time in accordance with and as provided in the Plan;
\nprovided<\/u>, however<\/u>, that no such amendment, alteration, suspension,
\ndiscontinuance or termination after initial shareholder approval of the Plan may
\nmaterially impair the previously accrued rights of the Optionee under this
\nOption without the consent of the Optionee. The Corporation will give written
\nnotice to the Optionee of any such modification or amendment of this Agreement
\nas soon as practicable after the adoption thereof. This Agreement may also be
\nmodified, amended or terminated by a writing signed by both the Corporation and
\nthe Optionee. 10. <\/strong>Notices<\/strong><\/u>.
\n<\/strong>Any notice (other than an Exercise Notice) which may be required or
\npermitted under this Agreement will be in writing, and will be delivered in
\nperson or via facsimile<\/p>\n

-4-<\/p>\n

\n

transmission, overnight courier service or certified mail, return receipt
\nrequested, postage prepaid, properly addressed as follows: 10.1
\n<\/strong>If the notice is to the Corporation, to the attention of the Secretary
\nof Hess Corporation, 1185 Avenue of the Americas, New York, New York 10036, or
\nat such other address as the Corporation by notice to the Optionee designates in
\nwriting from time to time. 10.2 <\/strong>If the notice is to the
\nOptionee, at his or her address as shown on the Corporation153s records, or at
\nsuch other address as the Optionee, by notice to the Corporation, designates in
\nwriting from time to time. 11. <\/strong>Limitations;
\nGoverning Law<\/strong><\/u>. <\/strong>Nothing herein or in the Plan will
\nbe construed as conferring on the Optionee or anyone else the right to continue
\nin the employ of the Corporation or any Subsidiary. This Agreement will be
\ngoverned by and construed in accordance with the laws of the State of Delaware,
\nwithout reference to the principles of conflict of laws thereof. 12.
\n<\/strong>Compliance with Laws<\/strong><\/u>. <\/strong>The
\nissuance of this Option (and the Option Shares upon exercise of this Option)
\npursuant to this Agreement will be subject to, and will comply with, any
\napplicable requirements of any federal and state securities laws, rules and
\nregulations (including, without limitation, the provisions of the Securities Act
\nof 1933, the Exchange Act and the respective rules and regulations promulgated
\nthereunder), rules of any exchange on which the Common Stock is listed
\n(including, without limitation, the rules and regulations of the New York Stock
\nExchange), and any other law or regulation applicable thereto. The Corporation
\nwill not be obligated to issue this Option or any of the Option Shares pursuant
\nto this Agreement if any such issuance would violate any such requirements, and
\nif issued will be deemed void ab<\/u> initio<\/u>. 13.
\n<\/strong>Binding Agreement; Further Assurances<\/strong><\/u>.
\n<\/strong>This Agreement will inure to the benefit of, be binding upon, and be
\nenforceable by the Corporation and its successors and assigns. Each party hereto
\nwill do and perform (or will cause to be done and performed) all such further
\nacts and will execute and deliver all such other agreements, certificates,
\ninstruments and documents as any party hereto reasonably may request in order to
\ncarry out the intent and accomplish the purposes of this Agreement and the Plan
\nand the consummation of the 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.
\n<\/strong>Beneficiary<\/strong><\/u>. <\/strong>The Optionee may
\ndesignate the beneficiary or beneficiaries to exercise this Option (or to
\nreceive any Option Shares issuable hereunder) after the death of the Optionee.
\nSuch designation may be made by the Optionee on the enclosed beneficiary
\ndesignation form and (unless the Optionee has waived such right) may be changed
\nby the Optionee from time to time by filing a new beneficiary designation form
\nwith the Committee. If<\/p>\n

-5-<\/p>\n

\n

the Optionee does not designate a beneficiary or if no designated
\nbeneficiary(ies) survives the Optionee, the Optionee153s beneficiary will be the
\nlegal representative of the Optionee153s estate. 17.
\n<\/strong>Tax Withholding<\/strong><\/u>. <\/strong>Neither the
\nexercise of any Option under this Agreement, nor the issuance of any Option
\nShares thereunder, will be permitted or effected unless and until the Optionee
\n(or the Optionee153s beneficiary(ies) or legal representative) has made
\nappropriate arrangements for the payment of any amounts required to be withheld
\nwith respect thereto under all present or future federal, state and local tax
\nlaws and regulations and other laws and regulations. Unless the Optionee
\notherwise elects or is prohibited by law, if and for so long as the Corporation
\nmaintains a cashless exercise program and the Optionee exercises and sells
\nOption Shares through such program, payment of such amounts will be made by
\ndeducting such amounts from the proceeds of such sale. 18. Terms of
\nEmployment<\/u>.<\/strong> The Plan is a discretionary plan. The Optionee hereby
\nacknowledges that neither the Plan nor this Agreement forms part of his 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 Options to the
\nOptionee under the Plan. If the Optionee ceases to be an employee of the
\nCorporation or any Subsidiary for any reason, he shall not be entitled by way of
\ncompensation for loss of office or otherwise howsoever to any sum or other
\nbenefit to compensate him for the loss of any rights under this Agreement or the
\nPlan. 19. Data Protection<\/u>.<\/strong> By signing this Agreement,
\nthe Optionee consents to the holding and processing of personal data provided by
\nthe Optionee to the Corporation for all purposes necessary for the operation of
\nthe Plan. These include, but are not limited to: 19.1
\n<\/strong>Administering and maintaining Optionee records; 19.2
\n<\/strong>Providing information to any registrars, brokers or third party
\nadministrators of the Plan; and 19.3 <\/strong>Providing information to
\nfuture purchasers of the Corporation or the business in which the Optionee
\nworks.<\/p>\n

-6-<\/p>\n

\n

IN WITNESS WHEREOF, the Corporation has caused this agreement to be executed
\nby its duly authorized officer, and you have also executed this Agreement and
\nacknowledged receipt of other related materials including the Plan prospectus,
\nall as of the Grant Date.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\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
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-7-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7769],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9539,9546],"class_list":["post-39977","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hess-corp","corporate_contracts_industries-energy__exploration","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39977","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39977"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39977"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39977"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39977"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}