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Stonehocker Walter L – ‘SC 13D/A’ on 7/17/03 re: Western Gas Resources Inc – EX-4

On:  Thursday, 7/17/03, at 4:01pm ET   ·   Accession #:  1047469-3-24427   ·   File #:  5-40571

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/17/03  Stonehocker Walter L              SC 13D/A               3:67K  Western Gas Resources Inc         Merrill Corp/New/FA

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML     38K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws   HTML     19K 
 3: EX-4        Instrument Defining the Rights of Security Holders  HTML     20K 

EX-4   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Exhibit 4

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Exhibit 4


        THIS AGREEMENT, made as of May 19, 2003, by and between Western Gas Resources, Inc. (hereinafter called the "Corporation"), a Delaware corporation, and Walt Stonehocker, a non-employee director of the Corporation (hereinafter called the "Optionee").


        A.    The Optionee is eligible as a non-employee director of the Corporation to participate in the Western Gas Resources, Inc. 2002 Non-Employee Director's Stock Option Plan (the "Plan").

        B.    The Board of Directors of the Corporation considers it desirable and in the Corporation's best interests that the Optionee be given an opportunity to purchase shares of its Common Stock in furtherance of the Plan to provide incentive for the Optionee to remain as a director of the Company and to promote the success of the Corporation.

        NOW THEREFORE, in consideration of the premises, it is agreed as follows:

        1.    Grant of Option.    The Corporation hereby grants as of May 19, 2003 (the "Grant Date") to the Optionee the right, privilege and option to purchase 2,000 shares of the Common Stock par value $0.10 (the "Common Stock") of the Corporation, at a purchase price of Thirty Eight Dollars and Seventy Six 100ths ($38.76) per share in the manner and subject to the conditions hereafter provided. Said purchase price is not less than the Fair Market Value (as that term is defined in the Plan) of the shares of Common Stock of the Corporation at the time this option was granted.

        2.    Period of Exercise of Option.    This Option may be exercised in whole or in part, or in installments, from time to time, with respect to the shares covered hereby, in the amounts and at the times specified below. The Option or any portion thereof, once it becomes exercisable as specified below, shall remain exercisable until it shall expire in accordance with the provisions of this Agreement.

        The Optionee's right to purchase Shares subject to the Option shall be cumulative, so that three (3) years from the Grant Date, the Optionee shall be entitled to exercise one hundred percent (100%) of the Option and to purchase all of the Common Stock subject to the Option, subject to all of the provisions of this Agreements.

        3.    Method of Exercise.    To exercise an Option, the Optionee, or his or her successors, shall give written notice to the Treasurer of the Corporation, at the Corporation's principal office, accompanied by full payment of the Common Stock being purchased. If the Option is exercised by the successor of the Optionee, following his or her death, proof shall be submitted, satisfactory to the Board, of the right of the successor to exercise the Option. The Corporation shall not be required to transfer or deliver any certificate or certificates for shares purchased upon any such exercise of said option: (a) until after compliance with all then applicable requirements of law; and (b) prior to admission of such shares to listing on any stock exchange on which the stock may then be listed. In no event shall the Corporation be required to issue fractional shares to the Optionee.


        4.    Limitation Upon Exercise.    The option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution and is exercisable, during the lifetime of Optionee, only by the Optionee.

        5.    Limitation Upon Transfer.    Except as otherwise provided hereto, the option and all rights granted hereunder shall not be transferred by the Optionee, and may not be assigned, pledged, or hypothecated in any way and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer the option, or to assign, pledge, hypothecate or otherwise dispose of such Option or of any rights granted hereunder, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon such option or such rights, such option and such rights shall immediately become null and void.

        6.    Stock Adjustment.    In the event of any change in Common Stock of the Corporation, by reason of a stock split, stock dividend, recapitalization, exchange of shares, or other transaction, the number of shares remaining subject to the option and the option price per share shall be appropriately adjusted by the Board of Directors.

        7.    Corporate Reorganization.    If there shall be any capital reorganization or consolidation or merger of the Corporation with another corporation or corporations, or any sale of all or substantially all of the Corporation's properties and assets to any other corporation, the Corporation shall take such action as may be necessary to enable the Optionee to receive upon any subsequent exercise of such option, in whole or in part, in lieu of shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for such shares of Common Stock.

        8.    Rights of Stockholders.    Neither the Optionee, his or her legal representative, nor other persons entitled to exercise the option shall be or have any rights of a stockholder in the Company in respect of the shares issuable upon exercise of the option granted hereunder, unless and until certificates representing such shares shall have been delivered pursuant to the terms hereof.

        9.    Rights of Director.    Nothing contained in this Agreement shall confer upon Optionee any right to continue to remain as a director of the Corporation.

        10.    Stock Reserved.    The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of its Common Stock as will be sufficient to satisfy the terms of this Agreement.

        11.    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.













Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing    Date    Other Filings
Filed on:7/17/03
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Filing Submission 0001047469-03-024427   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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