Amendment to Contingent Stock Grant Agreement Between Remington Oil and Gas Corporation and Director

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Summary

This amendment updates the Contingent Stock Grant Agreement between Remington Oil and Gas Corporation and a director, originally dated December 6, 1999. It clarifies the service requirements for vesting in restricted stock awards, adds a provision for full vesting upon the director's death after the trigger point, and offers an optional alternative vesting schedule. The director must sign to accept the alternative schedule. The amendment is effective retroactively to December 6, 1999, except for the new provisions, which take effect March 6, 2001.

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EX-10.18 4 d84969ex10-18.txt FORM OF AMEND. CONTINGENT STK GRANT AGMT/DIRECTORS 1 EXHIBIT 10.18 March 6, 2001 [Director's Name] [Address] Re: Grant of Restricted Stock Dear [Mr. ]: Remington Oil and Gas Corporation (the "Company") and you entered into a Contingent Stock Grant Agreement (the "Agreement") dated December 6, 1999 regarding a proposed award (the "Award") of restricted common stock of the Company. An initially capitalized word used in this letter and not defined in this letter will have the meaning given in the Agreement. 1. Correction. To clarify Section 5 of the Agreement and to give effect to the original intent of the parties to the Agreement, the first sentence of Section 5 of the Agreement is hereby amended to read as follows: "In order for the Award to become effective, you must serve as a director of the Company or of an affiliate of the Company continuously from December 6, 1999 through the Trigger Point, and in order for you to be vested in any percentage of the Award as provided in Section 3, you must serve as a director of the Company or of an affiliate of the Company continuously from December 6, 1999 through the later to occur of (i) the Trigger Point and (ii) the applicable vesting date set forth in Section 3 for such percentage of the Award." 2. Additional Conditions. Notwithstanding Section 3 of the Agreement or Section 5 of the Agreement, as amended by this letter, if after the Trigger Point has been reached and before you are otherwise 100 percent vested pursuant to Section 3 of the Agreement, you die after serving as a director of the Company or of an affiliate of the Company continuously from December 6, 1999 through your date of death, the Award will be 100 percent vested on your date of death. 2 3. Optional Change in Vesting. At your option you may change the vesting schedule in Section 3(a) to the following alternative vesting schedule (the "Alternative Vesting Schedule") and Section 3(a) of the Agreement shall read: "(a) Except, as set forth in Paragraph 3(b) and subject to Section 5 below, the Award shall vest according to the following schedule:
Percentage Cumulative Date Becoming Vested Percentage Vested ---- --------------- ----------------- January 17, 2002 20% 20% January 17, 2003 20% 40% January 17, 2004 20% 60% January 17, 2005 20% 80% January 17, 2006 20% 100%
In order to accept this Alternative Vesting Schedule you must sign your name after the following sentence: I accept the Alternative Vesting Schedule. ------------------------- [Name] 4. Amendment. This letter shall constitute an amendment of the Agreement and shall be effective December 6, 1999, except that paragraphs 2 and 3 hereof shall be effective March 6, 2001. [Remainder of page intentionally left blank.] -2- 3 Please evidence your approval and acceptance of the terms of this letter (except paragraph 3 which shall be accepted only by signing above in paragraph 3) by signing where indicated below. Sincerely, Remington Oil and Gas Corporation By: -------------------------------- James A. Watt, President Agreed and Accepted - ------------------------------- Date: -------------------------- -3-