Plains Exploration & Production Company Director's Deferral Election Form (2005)

Summary

This agreement allows a director of Plains Exploration & Production Company to defer receipt of Restricted Stock Awards earned for board service in 2005. Instead of receiving stock immediately, the director will receive Restricted Stock Units that vest after one year of service or at the next annual stockholders' meeting. If the director leaves the board before vesting, unvested units are forfeited. Vested units are paid out in company stock after the director leaves the board. The agreement also notes potential financial and tax risks and allows the company to amend or terminate the arrangement, with protections for already deferred amounts.

EX-10.1 2 dex101.htm DIRECTOR'S DEFERRAL ELECTION FORM Director's Deferral Election Form

Exhibit 10.1

PLAINS EXPLORATION & PRODUCTION COMPANY

DIRECTOR’S DEFERRAL ELECTION FORM

EFFECTIVE YEAR 2005


Director’s Name				Social Security #

I hereby elect to defer all Restricted Stock Awards to which I may become entitled for my services as a member of the board of directors (the “Board”) of Plains Exploration & Production Company (the “Company”) in 2005.

In lieu of payment or transfer to me of Restricted Stock Awards, an equivalent number of Restricted Stock Units will be credited to an account for me. The Restricted Stock Units credited to my account will become fully vested and non-forfeitable upon my completion of the earlier of (i) one full year of service as a member of the board commencing on the date of grant or (ii) the next annual meeting of the Company’s stockholders. I will forfeit all rights to any unvested Restricted Stock Units should I leave or be removed from the Board for any reason prior to vesting. All vested Restricted Stock Units in my Restricted Stock Unit Account will be distributed to me in the form of Company common stock as soon as administratively feasible after the date of my complete separation from service as a member of the Board.

I acknowledge that I have received sufficient information to make an informed election and that I have had answered to my satisfaction any questions that I may have had. I further understand that my choice to defer compensation involves both a financial and tax risk and that neither the Company, nor any of its employees, is providing any assurances of returns, preservation of principle, or specific tax treatment on any amounts deferred.

This election does not limit in any way the right of the Company or its Stockholders to terminate my board service in accordance with the Articles and Bylaws of the Company. The Company retains the right to amend or terminate this agreement in whole or in part at any time, but no such amendment or termination shall affect my rights to, or the distribution of, amounts deferred as of the date of such amendment or termination.

DIRECTOR



						Date: December 31, 2004

PLAINS EXPLORATION & PRODUCTION COMPANY



By:						Date: December 31, 2004