Amendment to 1993 Stock Incentive Plan

EX-10.14 4 h11939exv10w14.txt AMENDMENT TO 1993 STOCK INCENTIVE PLAN EXHIBIT 10.14 AMENDMENT TO 1993 BURLINGTON RESOURCES INC. STOCK INCENTIVE PLAN The 1993 Burlington Resources Inc. Stock Incentive Plan (the "Plan") is hereby amended in the following respects: 1. The last sentence of Section 9.2 of the Plan is amended to read in its entirety as follows: "If the Plan Administrator determines that any shares of Restricted Stock granted or to be granted under the Plan will be represented by the issuance of certificates, the Plan Administrator may require, under such terms and conditions as it deems appropriate or desirable, that the certificates for such Restricted Stock may be held in custody by a bank or other institution, or that the Company may itself hold such shares in custody until the Restriction Period (as defined in Section 9.3) expires or until restrictions thereon otherwise lapse, and may require, as a condition of any receipt of Restricted Stock, that the Participant shall have delivered a stock power endorsed in blank relating to the shares of Restricted Stock." 2. Section 9.8 of the Plan is amended to read in its entirety as follows: "9.8 The Plan Administrator shall in its discretion determine whether any shares of Restricted Stock granted or to be granted under the Plan will be represented by the issuance of a certificate for such shares registered in the name of the Participant (subject to Section 9.2) or will be represented by a book entry reflecting the grant to the Participant." 3. The first sentence of Section 11.2 of the Plan is amended to read in its entirety as follows: "All certificates for shares issued in respect of Restricted Stock awards or in respect of the exercise of Stock Purchase Rights shall be subject to such stop-transfer orders and other restrictions as the Plan Administrator may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is then listed and any applicable federal or state securities laws, and the Plan Administrator may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions." Adopted by the Compensation Committee of the Board of Directors of Burlington Resources Inc. on December 17, 2003.