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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MORELAND W BENJAMIN 510 BERING DRIVE SUITE 600 HOUSTON, TX 77057 |
Exec. VP, CFO, Treasurer |
/s/ W. Benjamin Moreland | 02/27/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The stock is restricted stock issued pursuant to the Company's 2004 Stock Incentive Plan. If the Company's common stock ("Common Stock") closes at or above per share prices equal to $35.52, $40.85 or $46.98 for any 20 consecutive trading days which include dates on or before February 23, 2010 (the fourth anniversary of the grant date), 33% of the restricted stock performance vests (i.e., the transfer and forfeiture restrictions terminate) upon reaching each such price target. In addition, any remaining unvested restricted stock vests on February 23, 2010 if the Common Stock closes at or above $37.07 per share for any 20 consecutive trading days which include dates on or before February 23, 2010. Any shares of restricted stock that have not otherwise vested as set forth in the preceding two sentences will be forfeited as of February 23, 2010. |
(2) | The stock is restricted stock issued pursuant to the Company's 2004 Stock Incentive Plan. Such restricted stock will vest on February 23, 2009 (the third anniversary of the date of grant) if the Common Stock closes at or above $42.50 per share for any 20 consecutive trading days which include dates on or between September 22, 2008 and February 23, 2009. Any shares of such restricted stock that have not otherwise vested as set forth in the preceding sentence will be forfeited as of February 23, 2009. The terms of such restricted stock also provide that the vesting will not be accelerated pursuant to the reporting person's severance agreement upon a qualifying termination of employment that does not occur during a change in control period, but instead will be forfeited in the event of such a termination. |