Exhibit 10.2
FORM OF STOCK OPTION GRANT AGREEMENT
FOR OFFICERS AND KEY EMPLOYEES
PURSUANT TO THE SEACOR HOLDINGS INC. 2007 SHARE INCENTIVE PLAN
This STOCK OPTION GRANT AGREEMENT dated as of ______ (the "Agreement Date") sets
forth the agreement of SEACOR HOLDINGS Inc., a Delaware corporation (the
"Company"), to grant options to ________, an employee of the Company (the
"Employee"), to purchase shares of the Company's common stock, par value $.01
(the "Common Stock"), on the terms and subject to the conditions hereinafter
provided.
The stock options to be granted pursuant hereto shall not be Incentive Stock
Options (as defined in Section 422A of the Internal Revenue Code of 1986, as
amended).
1. Agreement to Grant; Grant Dates and Numbers of Shares. The Company hereby
agrees, subject to Paragraph 5, to grant to the Employee options to purchase a
total of _____ shares of Common Stock (referred to collectively as the "Stock
Options") in four installments as follows:
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Options to purchase _____ shares to be granted on _____
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Options to purchase _____ shares to be granted on _____
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Options to purchase _____ shares to be granted on _____
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Options to purchase _____ shares to be granted on _____
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Each of ________, _________, _________ and ________ is referred to herein as a
"Grant Date." Stock Options granted on any Grant Date shall vest and become
exercisable to purchase shares as provided in Paragraph 4.
2. Exercise Price. The per share exercise price of the Stock Options to be
granted on each Grant Date shall be equal to the Fair Market Value on such Grant
Date. The Company shall provide notice to the Employee of the per share exercise
price of each grant of Stock Options hereunder promptly after the applicable
Grant Date.
3. Payment of Exercise Price. The option exercise price may be paid in cash, by
the delivery of shares of Common Stock of the Company then owned by the
Employee, by the withholding of shares of Common Stock for which a Stock Option
is exercisable or by a combination of these methods. Payment may also be made by
delivering a properly executed exercise notice to the Company together with a
copy of irrevocable instructions to a broker to deliver promptly to the Company
the amount of sale or loan proceeds to pay the exercise price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms. The Company may prescribe any other method of
paying the exercise price that it determines to be consistent with applicable
law, including, without limitation, in lieu of the exercise of Stock Options by
delivery of shares of Common Stock of the Company then owned by the Employee,
providing the Company with a notarized statement attesting to the number of
shares owned, where upon verification by the Company, the Company may issue to
the Employee only the number of incremental shares to which the Employee is
entitled upon exercise of the Stock Options. In determining which methods the
Employee may utilize to pay the exercise price, the Company may consider such
factors as it determines are appropriate.
4. Vesting and Exercise Period.
A. GENERAL. Subject to the terms and conditions set forth herein, the
Stock Options granted on each Grant Date shall vest and be exercisable
as follows:
NUMBER OF SHARES VESTING DATE
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Subject to Paragraph 4b, no Stock Option awarded hereunder shall be
exercisable later than ten years after the Agreement Date. The Stock
Option awarded hereunder shall not be transferable otherwise than by
will or the laws of descent and distribution, and shall be exercisable
during the Employee's lifetime only by the Employee.
B. DEATH. In the event of the Employee's death, each Stock Option that
had been granted but was unexercised as of the date of death shall vest
and become immediately exercisable, and may be exercised during the
one-year period commencing on the date of death. In addition, in the
event of the Employee's death, any and all Stock Options that are
subject to grant under Paragraph 1 but have not yet been granted
because, as of the date of death, the Grant Date had not yet occurred,
shall be granted as of the date of death, which shall be the "Grant
Date" for purposes thereof (or, if such date is not a business day on
which the shares of Common Stock were traded, the "Grant Date" shall be
the immediately preceding business day on which such shares were
traded).
C. RETIREMENT. Subject to Paragraph 5, in the event of Employee's formal
retirement from employment with the Company under acceptable
circumstances as determined by the Committee in its sole discretion
(which determination may be conditioned upon, among other things, the
Employee entering into a non-competition agreement with the Company),
each Stock Option that had been granted but was unexercised as of the
date of retirement shall vest and become immediately exercisable, and
may be exercised until the first to occur of (i) the one year
anniversary of the Employee's retirement date and (ii) the tenth
anniversary of the Agreement Date. In addition, subject to Paragraph 5,
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in the event of such retirement, any and all Stock Options that are
subject to grant under Paragraph 1 but have not yet been granted
because, as of the date of such retirement, the Grant Date had not yet
occurred, shall be granted as of the date of retirement, which shall be
the "Grant Date" for purposes thereof (or, if such date is not in
business day on which shares of Common Stock are traded, the "Grant
Date" shall be the immediately preceding business day on which such
shares were traded).
D. TERMINATION OF EMPLOYMENT WITHOUT CAUSE. Subject to Paragraph 5, in
the event Employee's employment is terminated by the Company without
Cause (as defined below), each Stock Option that had been granted but
was unexercised as of the date of termination shall vest and become
immediately exercisable, and may be exercised until the first to occur
of (i) the date which shall be ninety (90) days after the effective date
of such termination and (ii) the tenth anniversary of the Agreement
Date. In addition, subject to Paragraph 5, in the event of a termination
without Cause, any and all Stock Options that are subject to grant under
Paragraph 1 but have not yet been granted because, as of the date of
termination, the Grant Date had not yet occurred, shall be granted as of
the date of termination, which shall be the "Grant Date" for purposes
thereof (or, if such date is not a business day on which shares of
Common Stock are traded, the "Grant Date" shall be the immediately
preceding business day on which such shares were traded). For purposes
hereof, "Cause" means (w) fraud, embezzlement or gross insubordination
on the part of the Employee or breach by the Employee of his or her
obligations under any Company policy or procedure; (x) conviction of or
the entry of a plea of nolo contendere by the Employee for any felony;
(y) a material breach of, or the willful failure or refusal by the
Employee to perform and discharge, his or her duties, responsibilities
or obligations, as an Employee; or (z) any act of moral turpitude or
willful misconduct by the Employee which (A) is intended to result in
substantial personal enrichment of the Employee at the expense of the
Company or any of its subsidiaries or affiliates or (B) has a material
adverse impact on the business or reputation of the Company, or any of
its subsidiaries or affiliates.
E. VOLUNTARY RESIGNATION. Subject to Paragraph 5, in the event of
Employee's voluntary termination of employment with the Company, each
Stock Option that had been granted and became vested, but was
unexercised as of the date of termination, may be exercised until the
first to occur of (i) the date which shall be ninety (90) days after the
effective date of such termination and (ii) the tenth anniversary of the
Agreement Date.
5. Termination of Stock Options; Post-Employment Exercises. Except as provided
for in Paragraphs 4b, 4c, 4d or 4e hereof, (i) no Stock Option represented by
this Stock Option Grant Agreement may be exercised after termination of the
Employee's employment with the Company, (ii) all Stock Options shall terminate
and be of no further force or effect from and after the date of such termination
and (iii) no Stock Options that were subject to grant under Paragraph 1 as of
the date of termination of the Employee's employment with the Company (but had
not been granted because, as of such date, the Grant Date had not yet occurred)
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shall be granted after such termination of employment and the Company's
agreement to grant such Stock Options shall be of no further force or effect.
6. Adjustment Provisions; Change in Control.
A. If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, reverse stock split, split up, spinoff,
combination of shares, exchange of shares, dividend in kind or other
like change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company, an adjustment shall be made
to each outstanding Stock Option (and each Stock Option to be granted
pursuant to Paragraph 1) such that each such Stock Option shall
thereafter be exercisable for such securities, cash and/or other
property as would have been received in respect of the Common Stock
subject to such Stock Option had it been exercised in full (or granted
and then exercised in full) immediately prior to such change or
distribution, and such an adjustment shall be made successively each
time any such change shall occur. In addition, in the event of any such
change or distribution, in order to prevent dilution or enlargement of
the Employee's rights hereunder, the Company shall adjust, in an
equitable manner as determined by the Company in its sole discretion,
the number and kind of shares that may be issued with respect to any
Stock Option hereunder, the number and kind of shares subject to
outstanding Stock Options (or to Stock Options to be granted under
Paragraph 1), the exercise price applicable to outstanding Stock Options
(or to Stock Options to be granted under Paragraph 1), and the Fair
Market Value and other value determinations applicable to outstanding
Stock Options (or to Stock Options to be granted under Paragraph 1).
Appropriate adjustments shall also be made by the Company in the terms
of any Stock Options to reflect such changes or distributions and to
modify any other terms of outstanding Stock Options (or Stock Options to
be granted under Paragraph 1) on an equitable basis.
B. Notwithstanding any other provision hereunder, if there is a Change
in Control of the Company, (i) all then outstanding Stock Options that
have not yet vested or become exercisable shall immediately vest and
become exercisable and (ii) all Stock Options then subject to grant
under Paragraph 1 shall immediately be granted and become vested and
exercisable. The date of the Change in Control shall be the "Grant Date"
for purposes thereof and the per share exercise price of such Stock
Options shall be equal to their Fair Market Value as of the date
thereof. For purposes of this Paragraph 6b, a "Change in Control" of the
Company shall be deemed to have occurred upon any of the following
events:
(I) A change in control of the direction and administration
of the Company's business of a nature that would be
required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the
Exchange Act; or
(II) During any period of two (2) consecutive years, the
individuals who at the beginning of such period
constitute the Company's Board of Directors or any
individuals who would be "Continuing Directors" (as
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hereinafter defined) cease for any reason to constitute
at least a majority thereof; or
(III) The Company's Common Stock shall cease to be publicly
traded; or
(IV) The Company's Board of Directors shall approve a sale of
all or substantially all of the assets of the Company,
and such transaction shall have been consummated; or
(V) The Company's Board of Directors shall approve any
merger, consolidation, or like business combination or
reorganization of the Company, the consummation of which
would result in the occurrence of any event described in
Paragraph 6b(ii) or (iii) above, and such transaction
shall have been consummated.
Notwithstanding the foregoing, (A) any spin-off of a division
or subsidiary of the Company to its stockholders and (B) any event
listed in (i) through (v) above that the Board of Directors determines
not to be a Change in Control of the Company, shall not constitute a
Change in Control of the Company.
For purposes of this Paragraph 6b, "Continuing Directors"
shall mean (x) the directors of the Company in office on the Agreement
Date and (y) any successor to any such director and any additional
director who after such date was nominated or selected by a majority of
the Continuing Directors in office at the time of his or her nomination
or selection.
The Company, in its sole discretion, may determine that, upon
the occurrence of a Change in Control of the Company, each Stock Option
outstanding hereunder shall terminate within a specified number of days
after notice to the Employee and, subject to the following sentence,
the Employee shall receive, with respect to each share of Common Stock
subject to such Stock Option, an amount, if any, equal to the excess of
the Fair Market Value of such shares of Common Stock immediately prior
to the occurrence of such Change in Control over the exercise price per
share of such Stock Option; such amount to be payable in cash, in one
or more kinds of property (including the property, if any, payable in
the transaction) or in a combination thereof, as the Company, in its
discretion, shall determine. The provisions contained in the preceding
sentence shall be inapplicable to a Stock Option the Grant Date of
which shall be within six (6) months before the occurrence of a Change
in Control if the holder of such Stock Option is subject to the
reporting requirements of Section 16 of the Exchange Act and no
exception from liability under Section 16 of the Exchange Act is
otherwise available to such holder.
7. Withholding. All payments or distributions of Stock Options made hereunder or
of shares of Common Stock covered by Stock Options shall be net of any amounts
required to be withheld pursuant to applicable federal, national, state and
local tax withholding requirements. The Company may require the Employee to
remit to it an amount sufficient to satisfy such tax withholding requirements
prior to the delivery of any certificates for such shares of Common Stock. In
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lieu thereof, the Company shall have the right to withhold the amount of such
taxes from any other sums due or to become due from such corporation to the
Employee as the Company shall determine. The Company may, in its discretion and
subject to such rules as it may adopt (including any as may be required to
satisfy applicable tax and/or non-tax regulatory requirements), permit the
Employee to pay all or a portion of the federal, national, state and local
withholding taxes arising in connection with any Stock Option or shares of
Common Stock by electing to have the Company withhold shares of Common Stock
having a Fair Market Value equal to the amount to be withheld, provided that
such withholding shall only be at rates required by applicable statutes or
regulations.
8. Tenure. The Employee's right to continue to serve the Company or any of its
subsidiaries as an officer, employee, or otherwise, shall not be enlarged or
otherwise affected by the award hereunder.
9. Specific Restrictions Upon Option Shares. The Employee hereby agrees with the
Company as follows:
A. The Employee shall acquire shares of Common Stock hereunder for
investment purposes only and not with a view to resale or other
distribution thereof to the public in violation of the United States
Securities Act of 1933, as amended (the "1933 Act"), and shall not
dispose of any such shares in transactions which, in the opinion of
counsel to the Company, violate the 1933 Act, or the rules and
regulations thereunder, or any applicable state or national securities
or "blue sky" laws; and further
B. If any shares of Common Stock that are shares subject to the Stock
Options shall be registered under the 1933 Act, no public offering
(otherwise than on a national securities exchange, as defined in the
United States Securities Exchange Act of 1934, as amended) of any shares
acquired hereunder shall be made by the Employee (or any other person)
under such circumstances that he or she (or such person) may be deemed
an underwriter, as defined in the 1933 Act; and further
C. The Employee agrees that the Company shall have the authority to
endorse upon the certificate or certificates representing the shares
acquired hereunder such legends referring to the foregoing restrictions
and any other applicable restrictions, as it may deem appropriate.
10. Notices. Any notice required or permitted under this Stock Option Grant
Agreement shall be deemed to have been duly given if delivered, telecopied or
mailed, certified or registered mail, return receipt requested to the Employee
at such address as the Company shall maintain for the Employee in its personnel
records.
11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at
any time any provision of this agreement shall in no manner be construed to be a
waiver of such provision or of any other provision hereof.
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12. Governing Law. The Option Agreement shall be governed by and construed
according to the laws of the State of Delaware, applicable to agreements made
and performed in that state.
13. Partial Invalidity. The invalidity or illegality of any provision herein
shall not be deemed to affect the validity of any other provision.
14. 2007 Share Incentive Plan Controls. This agreement is subject to all terms
and provisions of the SEACOR HOLDINGS Inc. 2007 Share Incentive Plan (the
"Plan"), which are incorporated herein by reference. In the event of any
conflict, the terms and provisions of the Plan shall control over the terms and
provisions of this agreement. All capitalized terms herein shall have the
meanings given to such terms by the Plan unless otherwise defined herein or
unless the context clearly indicates otherwise.
IN WITNESS WHEREOF, the Company has executed this Stock Option Grant Agreement
on the date and year first above written.
SEACOR HOLDINGS INC.
By:
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Name:
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Title:
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The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Stock Option Grant Agreement.
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[Employee]
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