EXHIBIT 10.14
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement")
is made and entered into effective as of the --------------day of
--------------, 19--- ("Effective Date"), by and between WILLBROS
GROUP, INC., a Republic of Panama corporation (the "Company"), and
---------------------, an individual ("Employee").
W I T N E S S E T H:
----------------------------
WHEREAS, the Board of Directors of the Company (the "Board")
has adopted the Willbros Group, Inc. 1996 Stock Plan (the "Plan")
for the purpose of encouraging key employees of the Company and
its Subsidiaries (as defined in the Plan) to acquire stock
ownership in the Company and to continue in the employ of the
Company and its Subsidiaries; and
WHEREAS, ------------------------ is a key employee of the
Company or a Subsidiary, and the committee of the Board which
administers the Plan (the "Committee") desires to grant to
Employee a non-qualified stock option under the Plan;
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements herein contained, the parties hereto
hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Employee
the right and option to purchase from the Company, during the
periods and on the terms and conditions hereinafter set forth, an
aggregate of ------------ shares of its common stock, par value
$.05 per share ("Share" or "Shares"), at a price of $----- per
share, being ---% of the Fair Market Value (as defined in the
Plan) of a Share on the Effective Date (hereinafter, the
"Option").
2. EXERCISE PERIODS. Subject to the terms of this
Agreement, the Option shall become exercisable, in whole or in
part, only at the times and during the periods and for the number
of Shares set forth below:
(a) On or after ------------------, --------, but no
later than ----------------, ------,
-------- Shares;
(b) On or after ------------------, --------, but no
later than ----------------, ------,
-------- Shares;
(c) On or after ------------------, --------, but no
later than ----------------, ------,
-------- Shares; and
(d) On or after ------------------, --------, but no
later than ----------------, ------,
-------- Shares.
Provided, however, notwithstanding the above exercise periods,
each vesting date of the Option set forth above shall be
accelerated one year for each incremental $------ that the
average of the daily closing sales prices of a share of common
stock of the Company on the New York Stock Exchange over a period
of 60 consecutive trading days exceeds
$---------- per share during the term of the Option. Provided
further, notwithstanding the above exercise periods, the Option
may become fully exercisable immediately under certain
circumstances set forth in the Plan.
3. EXERCISE OF OPTION. That portion of the Option which
is exercisable may be exercised, in whole or in part, by Employee
only so long as Employee remains, on or after the Effective Date,
continuously in the employ of the Company or any of its
Subsidiaries except as otherwise provided by this Agreement. At
the time of exercise, Employee shall deliver to the Company a
written notice duly signed by Employee stating the number of
Shares as to which the Option is being exercised at that time,
together with payment for the full exercise price of the Option
with respect to said Shares (a) in cash (or certified or bank
cashier's check payable to the order of the Company); (b) by
delivery of shares of common stock of the Company then owned by
Employee (such shares being valued at their Fair Market Value at
the time of such exercise); (c) by withholding by the Company of
Shares from the Shares issuable upon such exercise (such withheld
Shares being valued at their Fair Market Value at the time of
such exercise); (d) in the discretion of the Committee, by
delivery of properly executed irrevocable instructions to a
securities broker (or, in the case of pledges, lender) to (i)
sell Shares subject to the Option and to deliver promptly to the
Company a sufficient portion of the proceeds of such sale
transaction on behalf of Employee to pay the exercise price of
said Shares or (ii) pledge Shares subject to the Option to a
margin account maintained with such broker or lender, as security
for a loan, and such broker or lender, pursuant to irrevocable
instructions, delivers to the Company a sufficient portion of the
loan proceeds to pay the exercise price of said Shares; (e) by a
combination of such methods; or (f) by other means that the
Committee deems appropriate; plus, in each case, any applicable
withholding tax thereon, whereupon certificates therefor will be
issued to Employee. The minimum number of Shares which may be
purchased at any time by exercise of the Option is 100 Shares
unless the number purchased is the total number purchasable under
the Option at that time. The Option shall not be exercisable
with respect to fractions of a Share. No exercise or failure to
exercise as to a portion of the Shares shall preclude a later
exercise or exercises as to additional portions.
4. EMPLOYMENT. Nothing contained in this Agreement shall
confer upon Employee any right to continue in the employ of the
Company or any of its Subsidiaries or
interfere in any way with the right of the Company or any
Subsidiary to terminate Employee's employment at any time with or
without cause. A leave of absence approved by the Company or any
Subsidiary shall not be deemed an interruption of continuous
employment under the Plan or this Agreement.
5. THE PLAN AND AMENDMENTS. This Agreement shall be
subject to the terms and conditions of the Plan as presently
constituted and as may be amended
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hereafter from time to time, including the discretion therein
provided to the Committee. Except as may be otherwise provided
by the Plan, amendments to the Plan shall constitute amendments
to this Agreement and shall be incorporated herein without the
execution of any amendment or supplement hereto by the parties.
The parties further agree to any amendment of this Agreement,
without the execution of any amendment or supplement, upon notice
from the Company to Employee that the terms and conditions of
this Agreement shall be amended to conform to any formal
guidelines published by the Secretary of the Treasury of the
United States or his or her delegate prescribing the requirements
for non-qualified stock options.
6. STOCKHOLDER RIGHTS PRIOR TO EXERCISE OF OPTIONS.
Neither Employee nor any of Employee's heirs, legal
representatives or beneficiaries shall be deemed to have any
rights as a stockholder of the Company with respect to any Shares
covered by the Option until the date of the issuance by the
Company of a certificate to Employee for such Shares.
7. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT.
(a) In the event of the death of Employee while in the
employ of the Company or any of its Subsidiaries, Employee's
estate or beneficiaries shall have a period up to the later
of one year after Employee's death or 10 years after the
date hereof within which to exercise the Option, to the
extent Employee could have exercised the Option at the date
of Employee's death, unless the Committee, in its sole
discretion, extends such period. The Option, to the extent
not exercised during such period, shall terminate upon the
expiration of such period.
(b) In the event of Employee's termination of
employment with the Company and its Subsidiaries by reason
of Employee's Disability (as defined in that certain
Willbros USA, Inc. Long-Term Disability Plan as of January
1, 1995, and any successor plan), Employee, or Employee's
guardian or legal representative, shall have a period up to
the later of one year after commencement of Employee's
Disability or 10 years after the date hereof within which to
exercise the Option, to the extent Employee could have
exercised the Option at the date of commencement of
Employee's Disability, unless the Committee, in its sole
discretion, extends such period. The Option, to the extent
not exercised during such period, shall terminate upon the
expiration of such period.
(c) If Employee's employment terminates as a result of
Retirement (meaning retirement from employment with the
Company and its Subsidiaries in accordance with the terms of
a Company or Subsidiary retirement plan), Employee shall
have a period of up to five years from the date of
Retirement (but not beyond 10 years after the date hereof)
within which to exercise the Option, to the extent Employee
could have exercised the Option at the date of Employee's
Retirement, unless the Committee, in its sole discretion
extends such period (but not beyond 10 years after the date
hereof). The Option, to the extent not exercised during
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such period, shall terminate upon expiration of such period.
(d) In the event of termination of Employee's
employment with the Company and its Subsidiaries for any
reason other than death, Disability or Retirement, as
described in paragraphs (a), (b) or (c) of this Section 7,
Employee shall have a period of up to three months from the
date of termination of employment (but not beyond 10 years
after the date hereof) within which to exercise the Option,
to the extent Employee could have exercised the Option at
the date of Employee's termination of employment. The
Option, to the extent not exercised during such period,
shall terminate upon expiration of such period.
8. SHARES RESERVED; TAXES. The Company shall at all times
during the term of the Option reserve and keep available such
number of Shares as will be sufficient to satisfy the
requirements of this Agreement. The Company shall pay all
original issue taxes with respect to the issue of Shares pursuant
hereto and all other fees and expenses necessarily incurred in
connection therewith.
9. INVESTMENT REPRESENTATION. Employee represents to the
Company and agrees that if Employee exercises the Option, in
whole or in part, at a time when there is not in effect under the
United States Securities Act of 1933, as amended, a registration
statement relating to the Shares issuable upon exercise hereof
and available for delivery a prospectus meeting the requirements
of Section 10 of said Act, Employee will acquire such Shares upon
such exercise for the purpose of investment and not with a view
to their resale or distribution and that, upon each such exercise
of the Option, Employee will furnish to the Company a written
statement to such effect, satisfactory to the Company in form and
substance. Such written agreement shall also state that such
Shares shall not be transferred except pursuant to an effective
registration statement under said Act or in accordance with an
exemption from registration thereunder. The certificates issued
for all Shares issued hereunder shall bear the following legend
if a registration statement relating to the Shares issuable upon
exercise hereof is not in effect at the time of exercise of the
Option:
The securities evidenced by this
certificate have not been registered under
the U.S. Securities Act of 1933 or any other
securities laws. These securities have been
acquired for investment and may not be sold
or transferred for value in the absence of an
effective registration of them under the U.S.
Securities Act of 1933 and any other
applicable securities laws, or receipt by the
Company of an opinion of counsel or other
evidence acceptable to the Company that such
sale or transfer is exempt from registration
under such acts and laws.
10. PAYMENT OF WITHHOLDING TAX. Upon exercise by Employee
of the Option, the Company shall have the right to deduct from
any cash amounts otherwise payable to Employee any amounts
required to satisfy all tax withholding requirements
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imposed upon such exercise under applicable federal, state, local
or other laws. Alternatively, to satisfy any such withholding
requirements, the Company may, at the request of Employee, but
shall not be required to (a) withhold from the number of Shares
to be issued that number of Shares (based on the Fair Market
Value of the Shares at the time of such exercise) necessary to
satisfy such tax withholding requirements or (b) accept delivery
from Employee of shares of common stock of the Company then owned
by Employee (such shares being valued at their Fair Market Value
at the time of such exercise) as is sufficient to satisfy such
tax withholding requirements.
11. NO TRANSFERABILITY; LIMITED EXCEPTIONS TO TRANSFER
RESTRICTIONS.
(a) Unless otherwise expressly provided in this
Section 11, the Option shall not be transferable.
(b) All or a portion of the Option may be transferred
by Employee to (i) the spouse, children, stepchildren or
grandchildren of Employee ("Immediate Family Members"), (ii)
a trust or trusts for the benefit of Employee and/or
Immediate Family Members, (iii) an entity or entities whose
beneficiaries or beneficial owners are Employee and/or
Immediate Family Members, or (iv) such other persons or
entities as may be approved by the Committee, in its sole
discretion; provided, that, in each case, subsequent
transfers of such transferred Option shall be prohibited
except for transfers to the transferees described in this
paragraph (b) or by will or the laws of descent and
distribution. Following transfer, any such Option shall
continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer; provided,
that, for purposes of Sections 3, 6, 7, 9 and 12 hereof the
term "Employee" shall be deemed to refer to the transferee
except for the events of termination of employment and other
employment aspects of said Sections relating to Employee
which shall continue to
refer to Employee. The events of termination of employment
of Section 7 shall continue to be applied with respect to
Employee, following which the Option shall be exercisable by
the transferee only to the extent, and for the periods
specified in Section 7. Employee shall remain subject to
any withholding taxes incurred upon exercise by transferee
of a transferred Option.
(c) The transfer restrictions set forth in paragraph
(a) of this Section 11 shall not apply to:
(i) transfers to the Company;
(ii) the designation of a beneficiary to
receive benefits in the event of Employee's death or,
if Employee has died, transfers to Employee's
beneficiary, or, in the absence of a validly designated
beneficiary, transfers by will or the laws of descent
and distribution;
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(iii) transfers pursuant to a domestic
relations order; or
(iv) if Employee has suffered a Disability,
permitted transfers on behalf of Employee by Employee's
guardian or legal representative.
12. NOTICES. All notices required or permitted to be given
pursuant to this Agreement shall be in writing and delivered by
hand, telegram or mail, addressed as follows:
If to the Company: c/o 0000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000-0000
Attention: Xxxx X. Xxxx, General Counsel
If to Employee: The address for Employee set forth on
the records of the Company or a Subsidiary
Each notice shall be deemed to have been given on the date it is
received. Such addresses may be changed by notice given by the
party making such change delivered to the other party hereto.
13. BINDING AGREEMENT. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective heirs, legal representatives, beneficiaries,
successors and assigns.
14. GOVERNING LAW. This Agreement shall be governed by and
construed
in accordance with the laws of the Republic of Panama.
IN WITNESS WHEREOF, Employee has executed this Agreement,
and the Company has caused this Agreement to be executed by its
duly authorized officer, effective as of the day and year first
above written.
WILLBROS GROUP, INC.
By:---------------------------
Name:-----------------------
Title:----------------------
EMPLOYEE:
------------------------------
Name:-------------------------
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