EXHIBIT 10.315
R&B FALCON CORPORATION
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") between R&B Falcon
Corporation, a Delaware corporation ("Company") and Xx. Xxxxxx X. Xxxxxxxxx
("Optionee"),
WITNESSETH:
WHEREAS, Optionee, being a duly elected or appointed member of the
Board of Directors of the Company, is entitled to receive a non-qualified
stock option award under the Company's 1999 Director Long-Term Incentive
Plan ("Plan"), as an incentive to the Optionee to remain a director of the
Company and contribute to the performance of the Company, on the terms and
subject to the conditions provided herein;
NOW THEREFORE, for and in consideration of these premises, it is
hereby agreed as follows:
1. The Option is issued in accordance with and subject to all of the
terms, conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by
the Committee and are in effect on the date hereof. Capitalized
terms used (but not otherwise defined herein) shall have the
meanings assigned to such terms in the Plan.
2. On the terms and subject to the conditions contained herein, the
Committee hereby grants to the Optionee an option ("Option") for
a term of ten years ending on May 19, 2009 ("Option Period") to
purchase from the Company 17,000 shares ("Option Shares") of the
Company's Common Stock, at a price equal to $10.0625 per share.
3. This Option shall not be exercisable until after 6 months
immediately following the Effective Date, and thereafter shall be
exercisable for Common Stock as follows:
(a) On November 19, 1999, this Option shall be exercisable for
any number of shares up to and including, but not in excess
of, 33-1/3% of the aggregate number of shares subject to
this Option;
(b) On May 19, 2000, this Option shall be exercisable for any
number of shares up to and including, but not in excess of,
66-2/3% of the aggregate number of shares subject to this
Option; and
(c) On May 19, 2001, this Option shall be exercisable for any
number of shares of Common Stock up to and including, but
not in excess of, 100% of the aggregate number of shares
subject to this Option;
provided the number of shares as to which this Option
becomes exercisable shall, in each case, be reduced by the
number of shares theretofore purchased pursuant to the terms
hereof.
4. The Option herein granted may be exercised by the Optionee by
giving written notice to the Secretary of the Company setting
forth the number of Option Shares with respect to which the
option is to be exercised, accompanied by payment for the shares
to be purchased and any appropriate withholding taxes, and
specifying the address to which the certificate for such shares
is to be mailed. Payment shall be by means of cash, certified
check, bank draft or postal money order payable to the order of
the Company. As promptly as practicable after receipt of such
written notification and payment, the Company shall deliver to
the Optionee certificates for the number of Option Shares with
respect to which such option has been so exercised.
5. Optionee may pay for any Option Shares with respect to which the
Option herein granted is exercised by tendering to the Company
other shares of Common Stock at the time of the exercise or
partial exercise hereof. The certificates representing such
other shares of Common Stock must be accompanied by a stock power
duly executed with signature guaranteed. The value of the Common
Stock so tendered shall be its Fair Market Value.
6. The Option herein granted shall not be transferable by the
Optionee otherwise than as permitted by Section 13 of the Plan.
During the lifetime of the Optionee, such Option shall be
exercisable only by him. No transfer of the Option herein granted
shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and a copy of
such evidence as the Committee may deem necessary to establish
the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions hereof.
7. The Optionee shall have no rights as a stockholder with respect
to any Option Shares until the date of issuance of a certificate
for Option Shares purchased pursuant to this Agreement. Until
such time, the Optionee shall not be entitled to dividends or to
vote at meetings of the stockholders of the Company.
8. The Company may make such provisions as it may deem appropriate
for the withholding of any taxes which it determines is required
in connection with the option herein granted. The Optionee may
pay all or any portion of the taxes required to be withheld by
the Company or paid by the Optionee in connection with the
exercise of all or any portion of the option herein granted by
electing to have the Company withhold shares of Common Stock, or
by delivering previously owned shares of Common Stock, having a
Fair Market Value equal to the amount required to be withheld or
paid. The Optionee must make the foregoing election on or before
the date that the amount of tax to be withheld is determined
("Tax Date"). Any such election is irrevocable and subject to
disapproval by the Committee. If the Optionee is subject to the
short-swing profits recapture provisions of Section 16(b) of the
Exchange Act, any such election shall be subject to the following
additional restrictions:
(a) Such election may not be made within six months of the grant
of this option, provided that this limitation shall not
apply in the event of death or disability.
(b) Such election must be made either in an Election Window (as
hereinafter defined) or at such other time as may be
consistent with Section 16(b)(3) of the Exchange Act. Where
the Tax Date in respect of the exercise of all or any
portion of this Option is deferred until after such exercise
and the Optionee elects stock withholding, the full amount
of shares of Common Stock will be issued or transferred to
the Optionee upon exercise of this Option, but the Optionee
shall be unconditionally obligated to tender back to the
Company on the Tax Date the number of shares necessary to
discharge with respect to such Option exercise the greater
of (i) the Company's withholding obligation and (ii) all or
any portion of the holder's federal and state tax obligation
attributable to the Option exercise. An Election Window is
any period commencing on the third business day following
the Company's release of a quarterly or annual summary
statement of sales and earnings and ending on the twelfth
business day following such release.
9. Upon the acquisition of any shares pursuant to the exercise of
the Option herein granted, the Optionee will enter into such
written representations, warranties and agreements as the Company
may reasonably request in order to comply with applicable
securities laws or with this Agreement.
10. The certificates representing the Option Shares purchased by
exercise of an option will be stamped or otherwise imprinted with
a legend in such form as the Company or its counsel may require
with respect to any applicable restrictions on sale or transfer,
and the stock transfer records of the Company will reflect stop-
transfer instructions, as appropriate, with respect to such
shares.
11. Unless otherwise provided herein, every notice hereunder shall be
in writing and shall be given by registered or certified mail.
All notices of the exercise by the Optionee of any option
hereunder shall be directed to R&B Falcon Corporation, Attention:
Secretary, at the Company's then current address of its principal
office. Any notice given by the Company to the Optionee directed
to him at his address on file with the Company shall be effective
to bind any other person who shall acquire rights hereunder. The
Company shall be under no obligation whatsoever to advise the
Optionee of the existence, maturity or termination of any of the
Optionee's rights hereunder and the Optionee shall be deemed to
have familiarized himself with all matters contained herein and
in the Plan which may affect any of the Optionee's rights or
privileges hereunder.
12. Whenever the term "Optionee" is used herein under circumstances
applicable to any other person or persons to whom this Award, in
accordance with the provisions of Paragraph 6, may be
transferred, the word "Optionee" shall be deemed to include such
person or persons. References to the masculine gender herein
also include the feminine gender for all purposes.
13. Notwithstanding any of the other provisions hereof, the Optionee
agrees that he will not exercise the option herein granted, and
that the Company will not be obligated to issue any shares
pursuant to this Agreement, if the exercise of the option or the
issuance of such shares of Common Stock would constitute a
violation by the Optionee or by the Company of any provision of
any law or regulation of any governmental authority or any
national securities exchange.
IN WITNESS WHEREOF, this Agreement is executed this 19th day of May,
1999, effective as of the 19th day of May, 1999.
R&B FALCON CORPORATION
By: _______________________
Xxxx X. Xxxx, Xx. - Chairman
OPTIONEE
________________________
Xx. Xxxxxx X. Xxxxxxxxx
