Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.72M
2: EX-10.11(D) Material Contract HTML 52K
3: EX-10.11(E) Material Contract HTML 67K
4: EX-21.1 Subsidiaries List HTML 30K
5: EX-23.1 Consent of Expert or Counsel HTML 30K
6: EX-23.2 Consent of Expert or Counsel HTML 32K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 51K
Awarded Compensation
11: EX-99.1 Miscellaneous Exhibit HTML 62K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
17: R1 Cover Page HTML 100K
18: R2 Audit Information HTML 36K
19: R3 Consolidated Balance Sheet HTML 137K
20: R4 Consolidated Balance Sheet (Parenthetical) HTML 37K
21: R5 Consolidated Statement of Operations HTML 132K
22: R6 Consolidated Statement of Comprehensive Income HTML 65K
23: R7 Consolidated Statement of Comprehensive Income HTML 40K
(Parenthetical)
24: R8 Consolidated Statement of Cash Flows HTML 128K
25: R9 Consolidated Statement of Stockholders' Equity HTML 119K
26: R10 Consolidated Statement of Stockholders' Equity HTML 34K
(Parenthetical)
27: R11 Summary of Significant Accounting Policies HTML 72K
28: R12 Acquisitions HTML 44K
29: R13 Properties and Equipment, Net HTML 45K
30: R14 Long-Term Debt and Credit Agreements HTML 54K
31: R15 Derivative Instruments HTML 173K
32: R16 Fair Value Measurements HTML 103K
33: R17 Asset Retirement Obligations HTML 51K
34: R18 Commitments and Contingencies HTML 98K
35: R19 Revenue Recognition HTML 49K
36: R20 Income Taxes HTML 121K
37: R21 Employee Benefit Plans HTML 44K
38: R22 Capital Stock HTML 89K
39: R23 Stock-Based Compensation HTML 162K
40: R24 Earnings per Common Share HTML 59K
41: R25 Restructuring Costs HTML 44K
42: R26 Additional Balance Sheet Information HTML 78K
43: R27 Interest Expense HTML 43K
44: R28 Supplemental Cash Flow Information HTML 44K
45: R29 Pay vs Performance Disclosure HTML 43K
46: R30 Insider Trading Arrangements HTML 37K
47: R31 Summary of Significant Accounting Policies HTML 117K
(Policies)
48: R32 Acquisitions (Tables) HTML 41K
49: R33 Properties and Equipment, Net (Tables) HTML 43K
50: R34 Long-Term Debt and Credit Agreements (Tables) HTML 50K
51: R35 Derivative Instruments (Tables) HTML 199K
52: R36 Fair Value Measurements (Tables) HTML 102K
53: R37 Asset Retirement Obligations (Tables) HTML 51K
54: R38 Commitments and Contingencies (Tables) HTML 87K
55: R39 Revenue Recognition (Tables) HTML 44K
56: R40 Income Taxes (Tables) HTML 120K
57: R41 Capital Stock (Tables) HTML 85K
58: R42 Stock-Based Compensation (Tables) HTML 156K
59: R43 Earnings per Common Share (Tables) HTML 61K
60: R44 Restructuring Costs (Tables) HTML 43K
61: R45 Additional Balance Sheet Information (Tables) HTML 78K
62: R46 Interest Expense (Tables) HTML 43K
63: R47 Supplemental Cash Flow Information (Tables) HTML 44K
64: R48 Summary of Significant Accounting Policies HTML 56K
(Details)
65: R49 Acquisitions - Narrative (Details) HTML 39K
66: R50 Acquisitions - Post-Acquisition Operating Results HTML 36K
(Details)
67: R51 Acquisitions - Pro Forma Information (Details) HTML 41K
68: R52 Properties and Equipment, Net (Details) HTML 55K
69: R53 Long-Term Debt and Credit Agreements - Schedule of HTML 73K
Long-term Debt (Details)
70: R54 Long-Term Debt and Credit Agreements - Narrative HTML 115K
(Details)
71: R55 Derivative Instruments - Outstanding Financial HTML 57K
Commodity Derivatives (Details)
72: R56 Derivative Instruments - Effect of Derivative HTML 62K
Instruments on the Consolidated Balance Sheet
(Details)
73: R57 Derivative Instruments - Offsetting Derivative HTML 75K
Assets and Liabilities in Consolidated Balance
Sheet (Details)
74: R58 Derivative Instruments - Effect of Derivative HTML 46K
Instruments on the Consolidated Statement of
Operations (Details)
75: R59 Fair Value Measurements - Financial Assets and HTML 75K
Liabilities, Recurring (Details))
76: R60 Fair Value Measurements - Reconciliation of HTML 47K
Changes in Fair Value of Financial Assets and
Liabilities (Details)
77: R61 Fair Value Measurements - Narrative (Details) HTML 32K
78: R62 Fair Value Measurements - Fair Value of Other HTML 44K
Financial Instruments (Details)
79: R63 Asset Retirement Obligations (Details) HTML 49K
80: R64 Commitments and Contingencies - Future Minimum HTML 56K
Obligations (Details)
81: R65 Commitments and Contingencies - Narrative HTML 54K
(Details)
82: R66 Commitments and Contingencies - Future HTML 50K
Undiscounted Minimum Cash Payment Obligations for
Operating Lease Liabilities (Details)
83: R67 Commitments and Contingencies - Future HTML 41K
Undiscounted Minimum Cash Payment Obligations for
Financing Lease Liabilities (Details)
84: R68 Commitments and Contingencies - Supplemental Cash HTML 35K
Flow Information Related to Leases (Details)
85: R69 Commitments and Contingencies - Information HTML 40K
Regarding Weighted-Average Remaining Lease Term
and Weighted-Average Discount Rate for Operating
Leases (Details)
86: R70 Revenue Recognition - Disaggregation of Revenue HTML 47K
(Details)
87: R71 Revenue Recognition - Narrative (Details) HTML 41K
88: R72 Income Taxes - Summary of Income Tax Expense HTML 54K
(Benefit) (Details)
89: R73 Income Taxes - Schedule of Reconciliation of HTML 77K
Income Tax Expense (Benefit) Computed by Applying
Statutory Federal Income Tax Rate (Details)
90: R74 Income Taxes - Schedule of Composition of Net HTML 63K
Deferred Tax Liabilities (Details)
91: R75 Income Taxes - Narrative (Details) HTML 67K
92: R76 Income Taxes - Schedule of Reconciliation of HTML 38K
Unrecognized Tax Benefits (Details)
93: R77 Employee Benefit Plans - Narrative (Details) HTML 53K
94: R78 Capital Stock - Dividends Common Stock (Details) HTML 41K
95: R79 Capital Stock - Narrative (Details) HTML 72K
96: R80 Capital Stock - Conversions of Stock (Details) HTML 49K
97: R81 Stock-Based Compensation - Narrative (Details) HTML 116K
98: R82 Stock-Based Compensation - Summary of Share-Based HTML 60K
Compensation Expense Income Tax Benefit Awards
Issued Under Incentive Plans (Details)
99: R83 Stock-Based Compensation - Summary of Restricted HTML 65K
Stock Award Activity (Details)
100: R84 Stock-Based Compensation - Summary of Restricted HTML 52K
Stock Unit Activity (Details)
101: R85 Stock-Based Compensation - Schedule of Performance HTML 54K
Share Awards Activity (Details)
102: R86 Stock-Based Compensation - Reflects Certain HTML 45K
Balance Sheet Information (Details)
103: R87 Stock-Based Compensation - Cash Payments Related HTML 42K
to the Vesting (Details)
104: R88 Stock-Based Compensation - Assumptions Used to HTML 63K
Determine Grant Date Fair Value of Equity and
Liability Component (Details)
105: R89 Stock-Based Compensation - Summary of Share-Based HTML 48K
Compensation, Aggregative Fair Value of Awards and
Units Vested, Activity (Details)
106: R90 Stock-Based Compensation - Summary of Share-Based HTML 51K
Compensation, Weighted-Average Recognition Period
Associated with Unvested Awards and Units ,
Activity (Details)
107: R91 Stock-Based Compensation - Summary of Stock Option HTML 62K
Awards (Details)
108: R92 Earnings per Common Share - Schedule of EPS HTML 78K
(Details)
109: R93 Earnings per Common Share - Calculation of HTML 35K
Weighted-Average Shares Excluded from Diluted EPS
(Details)
110: R94 Restructuring Costs - Narrative (Details) HTML 33K
111: R95 Restructuring Costs - Restructuring Liabilities HTML 39K
(Details)
112: R96 Additional Balance Sheet Information (Details) HTML 124K
113: R97 Interest Expense (Details) HTML 43K
114: R98 Supplemental Cash Flow Information (Details) HTML 42K
116: XML IDEA XML File -- Filing Summary XML 211K
119: XML XBRL Instance -- cog-20231231_htm XML 2.87M
115: EXCEL IDEA Workbook of Financial Report Info XLSX 206K
13: EX-101.CAL XBRL Calculations -- cog-20231231_cal XML 326K
14: EX-101.DEF XBRL Definitions -- cog-20231231_def XML 794K
15: EX-101.LAB XBRL Labels -- cog-20231231_lab XML 2.51M
16: EX-101.PRE XBRL Presentations -- cog-20231231_pre XML 1.52M
12: EX-101.SCH XBRL Schema -- cog-20231231 XSD 227K
117: JSON XBRL Instance as JSON Data -- MetaLinks 679± 1.03M
118: ZIP XBRL Zipped Folder -- 0000858470-24-000019-xbrl Zip 616K
This Restricted Stock Unit Award Agreement (“Agreement”), made as of #Grant Date# (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to #Participant Name# (the “Employee”), pursuant to the Coterra Energy Inc. 2023 Equity Incentive
Plan (the “Plan”).
This Agreement is expressly subject to the terms and provisions of the Plan. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Plan.
1.Grant of Restricted Stock Units. As an additional incentive and inducement to the Employee to remain in the employment of the Company or any of its Subsidiaries, and to devote his or her best efforts to the business and affairs of the Company, effective as of the Grant Date, the
Company has awarded to the Employee Restricted Stock Units representing the right to receive a total of #QuantityGranted# shares of Common Stock, subject to the terms and conditions set forth below and in the Plan (the “Restricted Stock Units”).
2.Terms of Award. Subject to the terms and provisions of this Agreement, the Restricted Stock Units shall vest 100% on #VestDate# (the “Vesting Date”), provided that the Employee remain continuously employed by the Company or a Subsidiary from the Grant Date through and including the Vesting Date. Any fractional shares shall be rounded up to the next whole share (not to exceed the total number of Restricted Stock Units
granted under this Agreement). The period from the Grant Date until the Vesting Date shall be referred to herein as the “Period of Restrictions.” During the Period of Restrictions, the Restricted Stock Units shall be subject to the restrictions described in this Agreement.
3.Issuance of Shares. As soon as practicable and, in any event, no later than sixty (60) days following the Vesting Date, or, if earlier, the date the Restricted Stock Units become vested pursuant to Section 4 or Section 6, the Company shall issue to the Employee (either by delivering one or more certificates for such shares or by entering such shares in book entry form in the name of the Employee or depositing
such shares for the Employee’s benefit with any broker with which the Employee has an account relationship or the Company has engaged to provide such services under the Plan) the number of shares of Common Stock equal to the number of vested Restricted Stock Units, after being reduced by the number of shares of Common Stock with a Fair Market Value equal to the amount the Company is required by any governmental authority to withhold for tax purposes with respect to the vesting of the Restricted Stock Units.
4.Termination of Employment. Except as otherwise provided in this Section 4 or Section 6,
if the Employee’s employment with the Company or a Subsidiary is terminated for any reason prior to the Vesting Date, the Restricted Stock Units shall be immediately
forfeited unless otherwise determined by the Administrator. Notwithstanding anything in Section 2 to the contrary, in the case of Employee’s termination of employment (a) by retirement (as defined in the retirement policy of the Company in effect on the Grant Date with respect to Employee, as such retirement policy may be revised but in no event in a manner that is less favorable to Employee, or as may be approved by the
Administrator (the “Retirement Policy”), if applicable to the Employee and this Agreement), the Restricted Stock Units shall be forfeited or vest and be settled, as applicable, in accordance with the terms of the Retirement Policy; or (b) by reason of death or Disability, the Restricted Stock Units shall become fully vested.
5.Dividend Equivalents. At the same time that the Company delivers shares of Common Stock pursuant to Section 3, the Company shall also pay to the Employee an amount in cash equal to the dividends that would have been paid on each share of Common Stock underlying the Restricted Stock Units had such share been outstanding
from the Grant Date until the date the ownership of such shares of Common Stock are delivered to the Employee. The dividend equivalent payment pursuant to this Section 5 shall be paid without interest or earnings and will be subject to the payment of applicable withholding taxes. No dividend equivalent payments will be made with respect to Restricted Stock Units that do not vest pursuant to this Agreement.
6.Change in Control. Upon either a Change in Control or the Company’s ceasing to have publicly traded Common Stock as a result of a business combination or other extraordinary transaction, in each case prior to the Vesting Date, subject to the Employee remaining continuously employed by the
Company or a Subsidiary through such date, the Employee shall vest in 100% of the Restricted Stock Units that are outstanding and eligible to vest immediately prior to the Change in Control or business combination or other extraordinary transaction. If the Company ceases to have publicly traded Common Stock, then instead of any share of Common Stock that would otherwise be issued there shall instead be paid an amount of cash equal to the value of the consideration received by the stockholders of the Company in respect of a share of Common Stock in connection with the Change in Control or business combination or other extraordinary transaction.
7.Transferability. The Restricted Stock
Units are not transferable by the Employee, whether voluntarily, involuntarily or by operation of law or otherwise until such time as the ownership of such shares of Common Stock has been transferred to the Employee, except as provided in the Plan. Except as provided in the Plan, if any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Restricted Stock Units shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock Units, then the Employee’s right to the Restricted Stock Units shall immediately cease and terminate.
8.Beneficiary Designations. The Employee shall file with the Corporate Secretary of the Company on such form as may be prescribed by the
Company, a designation of one or more beneficiaries and, if desired, one or more contingent beneficiaries (each referred to herein as a “Beneficiary”) to whom shares of Common Stock otherwise due the Employee under the terms of this Agreement shall be distributed in the event of the death of the Employee. The Employee shall have the right to change the Beneficiary or Beneficiaries from time to time; provided, however, that any change shall not become
effective until received in writing by the Corporate Secretary of the Company or in such form as may be prescribed by the Company. If any designated Beneficiary survives
the Employee but dies after the Employee’s death, any remaining benefits due such deceased Beneficiary under this Agreement shall be distributed to the personal representative or executor of the deceased Beneficiary’s estate. If there is no effective Beneficiary designation on file at the time of the Employee’s death, or if the designated Beneficiary or Beneficiaries have all predeceased such Employee, the payment of any remaining benefits under this Agreement shall be made to the personal representative or executor of the Employee’s estate. If one or more but not all of the Beneficiaries have predeceased such Employee, the benefits under this Agreement shall be paid according to the Employee’s instructions in his or her designation of Beneficiaries. If the Employee has not given instructions, or if the instructions are not clear, the benefits under this Agreement which would have been paid to the deceased Beneficiary or Beneficiaries will be paid to the personal representative
or executor of Employee’s estate.
9.Assignment. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Employee and the successors and assigns of the Company. In no event shall Restricted Stock Units granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order in accordance with the terms of the Plan.
10.Restrictions on Delivery of Shares. The
Company shall not be obligated to issue or deliver any shares of Common Stock if counsel to the Company determines that such issuance or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. If necessary to comply with any such law, rule, regulation or agreement, the Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock.
11.Governing Law.
This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflict of law rules or principles. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against the Employee or the Company only in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and the Employee and the Company consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any action or proceeding and waives any objection to venue laid herein.
12.Rights as a Stockholder. The Employee (or Beneficiary)
shall have no rights of a stockholder with respect to the shares of Common Stock potentially deliverable pursuant to this Agreement unless and until such time as the ownership of such shares of Common Stock has been transferred to the Employee.
13.Adjustments. As provided in Section 8.1 (Adjustments) of the Plan, certain adjustments may be made to the Restricted Stock Units upon the occurrence of events or circumstances described in Section 8.1 of the Plan.
14.Controlling Agreement. This Agreement shall supersede and control over any other agreement between the
Company and the Employee, whether entered previously or entered subsequent to the date hereof, related to the Restricted Stock Units awarded hereunder; provided, however, that this Agreement shall be read together with any Retirement Policy, if applicable, subject to Section 18 and, provided, further, that, if the Employee is party to an employment, severance, change in control or similar agreement or arrangement with the Company and such agreement contains terms applicable to equity awards of the type granted by this Agreement (or any other Company equity awards held by Employee) that are more favorable to the
Employee than the terms set forth in this Agreement, such more favorable terms shall control, regardless of when such agreement or arrangement is entered into. In the event there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. The decisions of the Board or the Administrator with respect to questions arising as to the interpretation of the Plan, or this Agreement and as to finding of fact, shall be final, conclusive and binding.
15.Notice. Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement shall be in writing and shall be:
Any notice or other communication to the Employee with respect to this Agreement shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to Employee’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Employee of a change of address.
16. Amendment. Without the consent of the Employee, this Agreement may be amended or supplemented (a) to cure
any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (b) to add to the covenants and agreements of the Company for the benefit of Employee or to add to the rights of the Employee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, subject, however, to any required approval of the Company’s stockholders and, provided, in each case, that such changes or corrections shall not adversely affect the rights of Employee with respect to the Award evidenced hereby without the Employee’s consent, or (c) to make such other changes as the
Company, upon advice of counsel, determines are necessary or advisable because of the
adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws.
17. Employment at Will; No Future Awards. This Agreement is not an employment agreement and shall not confer upon the Employee any right to continuation of employment by the Company. Nothing contained in this Agreement, and no action of the Company or the Administrator
with respect hereto, shall be construed as creating any employment relationship other than one at will nor shall this Agreement interfere in any way with the Company’s right to terminate Employee’s employment at any time. This grant of Restricted Stock Units is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards.
18. Section 409A. The Restricted Stock Units granted under this Agreement are intended to comply with or be exempt from Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. This Agreement shall not be amended in a manner that would cause this Agreement or any amounts payable under this Agreement to fail to comply
with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. Any Restricted Stock Units that are deferred compensation subject to Section 409A and that settle on account of termination of employment shall be settled only once a “separation from service” within the meaning of Treasury Regulation § 1.409A‑1(h) has occurred. If the Employee is a “specified employee” as defined in Section 409A on the date on which the Employee has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A‑1(h), any Restricted Stock Units settled on
account of a separation from service that are deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the fifteenth business day following the expiration of six months from the Employee’s separation from service, (2) the date of the Employee’s death, or (3) such earlier date as complies with the requirements of Section 409A. For purposes of Section 409A, each payment under this Agreement shall be deemed to be a separate payment.
19. Construction. References in this Agreement to “this Agreement” and the words “herein,”“hereof,”“hereunder” and similar terms include the Plan (a copy of which has been made available to Employee) and any Exhibits and Schedules that may be appended hereto. The headings of the Sections of this Agreement have been included for convenience of reference only, are not to be considered
a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto cause this Restricted Stock Unit Award Agreement to be executed as of the date hereof.
