Exhibit 10.1.2
XXXXXX OCEANICS, INC.
STOCK OPTION AGREEMENT
1990 STOCK OPTION PLAN
This is an Agreement dated the _____ day of ____________ between XXXXXX
OCEANICS, INC., (the "Company") and ____________________________ ("Option
Holder").
Recitals:
The Company has adopted its 1990 Stock Option Plan ("Plan") for the
granting to the Company's or its subsidiaries' key employees of options to
purchase shares of the Common Stock of the Company. Pursuant to said Plan, the
Stock Option Committee of the Company's Board of Directors has approved and
ratified the execution of this Stock Option Agreement between the Company and
the Option Holder.
Agreement:
1. Subject to the effectiveness of the Plan, as provided in Section 1.9
thereof, the Company grants to the Option Holder the right and option to
purchase, on the terms and conditions hereinafter set forth, all or part of an
aggregate of __________ shares of the Common Stock, $1.00 par value, of the
Company at the option price of $9.75 per share, exercisable from time to time,
subject to the provisions of this Agreement, during a period commencing at the
end of the second year following the date of this Agreement
Page 2
(the "Anniversary Date") and expiring at the close of business ten (10) years
from the date of this Agreement (the "Expiration Date" herein).
2. This option shall automatically terminate: (i) at the expiration of
one year from the date of death of the Option Holder; (ii) at the expiration of
three months after the termination of the Options Holder's employment with the
Company for any reason other than death. It is understood and agreed that
neither the grant of this option nor the execution of this Agreement shall
create any right of the Option Holder to remain in the employ of the Company,
and that the Company retains the right to terminate such employment at will, for
due cause or otherwise.
3. This option is non-exercisable during the first two (2) years during
which the Agreement is in effect. Thereafter, this option is exercisable at the
times and for the percentage of shares herein granted as follows:
(i) Between the Second and Third Anniversary Dates:
- 25%
(ii) Between the Third and Fourth Anniversary Dates:
- 25%
(iii) Between the Fourth and Fifth Anniversary Dates:
- 25%
(iv) On of After the Fifth Anniversary Date
- 25%
Provided, however, that this option is cumulative, so that any shares
not purchased within any one of the periods above specified may be purchased
thereafter in a Page 3 subsequent period, in whole or in part, until the
expiration or termination of this option on____________.
To the extent otherwise exercisable this option may be exercised during
the lifetime of the Option Holder only by him, or in the event of the death of
the Option Holder, by his legal representative within twelve (12) months after
the death.
4. Each exercise of this option shall be by means of a written notice
of exercise delivered to the Secretary of the Company at its office in Houston,
Texas, specifying the number of shares to be purchased and accompanied by
payment in cash or by certified or cashier's check payable to the order of the
Company of the full purchase price of the shares to be purchased. Payments for
shares of stock may also be made in common stock of the Company or a combination
of cash and common stock of the Company. In the event that common stock is
utilized for payment, the stock shall be valued at the "fair market value" as
defined in Section 1.6 of the Plan.
5. The option granted hereby and all rights hereunder, to the extent
such rights shall not have been exercised, shall terminate and become null and
void if the Option Holder ceases for any reason whatsoever to be an employee of
the Company or of a subsidiary corporation (as defined in Section 425 of the
Internal Revenue Code, as the same may be amended) excepting only that the
Option Holder may at any time within a period of three (3) months after the date
he so ceases to be an employee of any such corporation, and not thereafter,
exercise the option granted hereby to the extent such option was exercisable by
him on the date of such cessation of such employment. Provided however, that in
no event may the option granted hereby by exercised to any Page 4 extent after
the expiration date specified in Paragraph 1 above. The employment of the Option
Holder shall be deemed to continue during any leave of absence which has been
authorized by the Company, provided that no exercise of this option may take
place during any such authorized leave of absence excepting only during the
first three months thereof.
6. No shares issuable upon the exercise of this option shall be issued
and delivered unless and until all applicable requirements of law and of the
Securities and Exchange Commission pertaining to the issuance and sale of such
shares, and all applicable listing requirements of any national securities
exchange on which shares of the same class are then listed, shall have been
complied with.
7. Except as otherwise provided herein, this option and the rights and
privileges granted hereby shall not be transferred (other than by will or the
laws of descent and distribution), assigned, pledged or hypothecated in any way,
whether by operation of law or otherwise. Upon any attempt so to transfer,
assign, pledge, hypothecate or otherwise dispose of this option or any right or
privilege granted hereby contrary to the provisions hereof, this option and said
rights and privileges shall immediately become null and void.
8. If the outstanding shares of the Common Stock of the Company are
increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, an
appropriate and proportionate adjustment (to be conclusively determined by the
Board of Directors of the Company) Page 5 shall be made in the number and kind
of securities allocated to this option, without change in the total price
applicable to the unexercised portion of this option but with a corresponding
adjustment in the price for each unit of any security covered by this option. No
such adjustment shall be made, however, with respect to additional stock
authorized or issued with receipt of consideration therefor, or pursuant to any
type of convertible debenture or capital note.
9. Subject to the provisions of Section 1.20 of the Plan, if
dissolution or liquidation of the Company or any merger, consolidation or
combination in which the Company is not the surviving corporation occurs, the
Participant shall have the right immediately prior to such dissolution,
liquidation, merger, consolidation or combination to exercise, in whole or in
part his remaining Options whether or not then exercisable. Also, in the event
that a Change of Control, as defined in the Plan, occurs with the Company, any
and all Options will become automatically fully vested and immediately
exercisable.
10. Nothing herein contained shall affect the right of the Option
Holder to participate in and receive benefits under and in accordance with the
then current provisions of any pension, insurance, profit sharing or other
employee welfare plan or program of the Company or of any subsidiary of the
Company.
11. Neither the Option Holder nor any other person legally entitled to
exercise this option shall be entitled to any of the rights or privileges of a
stockholder of the Company in respect of any shares issuable upon any exercise
of this option unless and
Page 6 until a certificate or certificates representing such shares shall
have been actually issued and delivered to him. 12. The option hereby granted is
subject to, and the Company and Option Holder agree to be bound by, all of the
terms and conditions of the Company's 1990 Stock Option Plan as the same shall
be amended from time to time in accordance with the terms thereof, but no such
amendment shall adversely affect the Option Holder's rights under this Option. A
copy of the Plan in its present form is available for inspection during business
hours by the Option Holder or others persons entitled to exercise this option at
the Company's principal office. 13. This option has been granted, executed and
delivered the day and year first above written at Houston, Texas, and the
interpretation, performance and enforcement on this Agreement shall be governed
by the laws of the State of Texas.
XXXXXX OCEANICS, INC.
By _________________________
----------------------------
Option Holder
