First Amendment to Vastar Resources, Inc. Stock Option Plan for Outside Directors

Summary

Vastar Resources, Inc. has amended its Stock Option Plan for Outside Directors, originally effective June 26, 1994. The amendment updates the definition of "Outside Director" to clarify that it refers to board members who are not employees of Vastar or its affiliates, with affiliates defined as entities under common control with Vastar. All other terms of the plan remain unchanged. The amendment was executed on December 1, 1999, and is effective as of October 20, 1999.

EX-10.2 3 0003.txt FIRST AMDENDMENT STOCK OPTION PLAN OUTSIDE DIRECTORS Exhibit 10.2 VASTAR RESOURCES, INC. FIRST AMENDMENT TO VASTAR RESOURCES, INC. STOCK OPTION PLAN FOR OUTSIDE DIRECTORS Pursuant to the power of amendment reserved therein, the Vastar Resources, Inc. Stock Option Plan for Outside Directors, effective June 26, 1994 (the "Plan"), is hereby amended as follows: 1. Section 2.8 is amended in its entirety and shall now read as follows: "Outside Director means a member of the Board who is not an employee of Vastar or its affiliates. For the purposes of this definition, an affiliate means any person or entity that, directly or indirectly, controls, or is controlled by, or is under common control with, Vastar." 2. Except as amended hereby, the Plan remains unchanged and in full force and effect. Executed as of the 1st day of December, 1999, but effective October 20, 1999. ATTEST: VASTAR RESOURCES, INC. /s/ JONATHAN D. EDELFELT /s/ JEFFREY M. BENDER By: --------------------------- By: ------------------------------- Jonathan D. Edelfelt Jeffrey M. Bender Associate Secretary Vice President, Human Resources