EX-99.7 13 d446290dex997.htm EX-99.7 EX-99.7

Exhibit 99.7

MURPHY OIL CORPORATION

PERFORMANCE-BASED RESTRICTED STOCK UNIT – CASH

GRANT AGREEMENT

 

Performance-Based

Restricted Stock

Unit – Cash

Award Number

 

Name of Grantee

 

Number of

Restricted Stock Units

Subject to this Grant

   

This Performance-Based Restricted Stock Unit—Cash Award (the “Award”) granted on and dated February 5, 2013, by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2012 Long-Term Incentive Plan (the “Plan”).

This Agreement is subject to the following terms and provisions:

 

1. The Company hereby grants to the employee named above (the “Grantee”) a Performance-Based Award of Restricted Stock Units each equal in value to one share of Common Stock of the Company. This award will only settle in cash and no shares of Common Stock of the Company will be issuable under this award.

 

2. This Award is subject to the following vesting and time lapse restrictions:

 

  (a) In the event that the Performance Measures as set forth in point 3 below are satisfied in accordance with the Plan, the size of the Award will be determined by the Committee and the Grantee will be paid in cash the equivalent value of his/her units in shares of Company stock during the first quarter of the fiscal year immediately following the completion of the three year performance measurement period; provided that, except as set forth in (c) below, the Grantee is employed by the Company on both the last day of the performance measurement period and the date that the Committee determines the size of the Award.

 

  (b) In the event that the Grantee’s employment terminates anytime prior to the date that the Committee determines the size of the Award, except for reason of death, disability, or retirement as set forth below, he/she will forfeit all units pursuant to this Award.

 

  (c) In the event of the Grantee’s death, disability, or retirement, the Grantee will receive the pro-rata number of units earned for performance completed based upon the number of months worked pursuant to this Award up to the time of the death, disability, or retirement event. In the event that the Performance Measures are satisfied in accordance with the Plan and, as set forth in point 3 below, the size of the Award is determined by the Committee, the Grantee will be paid the cash equivalent of his/her shares, less applicable statutory withholding taxes, during the first quarter of the fiscal year immediately following the completion of the three year performance measurement period.

 

Ex. 99.7-1


3.

The Performance Measure for this Award is Murphy Oil Corporation’s total shareholder return (“TSR”) over the four applicable measurement periods compared to the TSR of the Company’s peer group. The amount of the award earned is based on Murphy’s percentile ranking in TSR over each of the four performance periods compared to that of the peer group. The portion of the award earned will be interpolated for points between the 25th and 90th percentiles.

 

      Percentile Rank    
     

Percentile Rank

  

Payout
Percentage

   
   Below 25th Percentile    0.0%  
   25th Percentile    50.0%  
   50th Percentile    100.0%  
   75th Percentile    125.0%  
   At or Above  90th Percentile    150.0%  

Performance Schedule – Performance Based Restricted Stock Unit – Cash Grant *

 

            Number of Units Available  

Percent (%)
of Restricted
Stock Units
Allocated to
Measurement
Period

   Measurement Period
Murphy TSR
vs.
Peer Group TSR
     Murphy
TSR
Equals  25th
Percentile
of

Peer
Group
TSR
   Murphy
TSR
Equals  50th
Percentile
of

Peer
Group
TSR
   Murphy
TSR
Equals  75th
Percentile
of

Peer
Group
TSR
   Murphy
TSR

Equals 90th
Percentile
of

Peer
Group
TSR
   Date when
Units Earned will

be Paid
 

25%

     1-01-13 through 12-31-13                     1st Qtr 2016   
     

 

  

 

  

 

  

 

  

25%

     1-01-14 through 12-31-14                     1st Qtr 2016   
     

 

  

 

  

 

  

 

  

25%

     1-01-15 through 12-31-15                     1st Qtr 2016   
     

 

  

 

  

 

  

 

  

25%

     1-01-13 through 12-31-15                     1st Qtr 2016   
     

 

  

 

  

 

  

 

  

 

*

For any measurement period, the number of restricted stock units earned applicable to that measurement period will be zero (“0”) if Murphy’s TSR is less than the 25th percentile of the Peer Group’s TSR.

 

4. The Award will fully vest and 100 percent of the performance-based Restricted Stock Unit—Cash will be deemed to be earned at the target level of performance and will be paid in full in cash, without restrictions, upon the occurrence of a Change in Control (as such term is defined in the Plan) provided, however, that no payment will be made until the first quarter of 2016 unless the Change in Control also qualifies as a change in the ownership or effective control of Murphy Oil Corporation, or in the ownership of a substantial portion of its assets, as determined under Section 409A of the Internal Revenue Code.

 

5. In the event of any relevant changes in the capitalization of the Company subsequent to the payment of any amount without restriction hereunder, the number of shares shall be adjusted to reflect such change in capitalization.

 

6. This Award is not assignable except as provided in the case of death and is not subject in whole or in part to attachment, execution, or levy of any kind.

 

Ex. 99.7-2


7. The Grantee shall have no voting rights with respect to these Restricted Stock Units – Cash.

 

8. The holder of these Restricted Stock Units – Cash is eligible to receive a payment equivalent to the dividends paid on shares of Common Stock (as such term is defined in the Plan) equal in number to the Restricted Stock Units – Cash granted hereunder. These dividend equivalents will be accrued over the performance period and included in any award at the end of the period. In the event that the award is not earned, the accompanying accrued dividend equivalents will be forfeited.

 

9. The Plan and this Agreement are administered by the Executive Compensation Committee of the Board of Directors of Murphy Oil Corporation. The Executive Compensation Committee has the full authority to interpret and administer the Plan consistent with the terms and provisions of the plan document.

 

Attest:

    Murphy Oil Corporation

 

    By  

 

 

 

Ex. 99.7-3