Exhibit 10.1.4
AMENDMENT NO. 1 TO THE
XXXXXX OCEANICS, INC.
STOCK OPTION AGREEMENT
(1990 Stock Option Plan)
THIS AMENDMENT NO. 1 TO XXXXXX OCEANICS, INC. STOCK OPTION AGREEMENT (the
"Amendment") is dated as of ______________________, 1999, by and between XXXXXX
OCEANICS, INC., a Texas corporation (the "Company"), and
________________________________________ ("Participant").
W I T N E S E T H:
WHEREAS, the Company has adopted the 1990 Stock Option Plan (the "Plan")
for the granting of options to purchase shares of the Common Stock of the
Company to key employees of the Company or its subsidiaries, subject to the
terms and conditions as more particularly set forth therein; and WHEREAS,
capitalized terms used but not defined herein shall have the meanings given to
them in the Plan; and WHEREAS, pursuant to Section 1.8 of the Plan, the Board of
Directors of the Company has amended the Plan to allow the Compensation
Committee of the Board of Directors the (the "Committee") to authorized the
transferability, under certain conditions, of the Stock Options granted under
the Plan, pursuant to that certain Amendment No. 1 to the Xxxxxx Oceanics, Inc.
1990 Stock Option Plan dated _________________________, 1999 (the "Plan
Amendment"); and Page 2 WHEREAS, in furtherance of the Plan Amendment, the
Committee has authorized the transferability of the Stock Options granted under
the Plan to the Participant, under the conditions set forth in the Plan
Amendment; and WHEREAS, in accordance with such authorization, the Company and
the Participant desire to amend that certain Xxxxxx Oceanics, Inc. Stock Option
Agreement dated _____________________ between the Company and Participant (the
"Agreement"), and the Committee has approved this Amendment, in order to reflect
the authorized transferability of the Stock Options granted under the Plan to
the Participant and the conditions therefor, as more particularly set forth
herein. NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained and for other and valuable consideration, the receipt and
sufficiency of which are hereby acknowledge, the parties hereto agree as
follows: Section 1. The first sentence of Section 2 of the Agreement shall be
deleted in its entirety. Section 2. The last paragraph of Section 3 of the
Agreement shall be deleted in its entirety. Section 3. Section 5 of the
Agreement is hereby amended in its entirety by substituting the following
therefor: "5. This Option granted hereby and all rights hereunder, to the extent
such rights shall not have been exercised, shall terminate and become null and
void on, and this option shall be exercisable (only to the extent such option
was exercisable upon the date of death of the Participant or the date of
termination of the Participant's employment with the Company, as applicable)
only until (i) the expiration of one year from the date of death of the
Participant or the expiration of the stated term of such option, whichever
occurs first; or (ii) the expiration of three months after the termination of
the Participant's employment with the Company for any
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reason other than death or the expiration of the sated term of such
option, which ever occurs first; provided, however, that if the
Participant dies within the three month period the three month period
(or such shorter period ending upon expiration of the sated term of the
option) following termination of the Participant's employment with the
Company, termination of the option shall occur pursuant to clause (i)
above. In no event may the option granted hereby be exercised to any
extent after the Expiration Date specified in Section 1 above. The
employment of the Participant 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." Section 4. Section 7 of the Agreement is hereby
amended in its entirety by substituting the following
therefor:
"7. The option and the right and privilege granted
hereby may be transferred by the Participant to (i) the spouse,
children or grandchildren of the Participant, (ii) a trust or trusts
for the exclusive benefit of the spouse, children or grandchildren of
the Participant or (iii) a partnership in which the spouse, children or
grandchildren of the Participant are the only partners; provided in
each case that subsequent transfers of transferred options shall be
prohibited except those made in accordance with this section or by will
or by the laws of descent and distribution. Following transfer, any
such options shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer. The
provisions with respect to termination of employment set forth in
Section 5 of this Agreement shall continue to apply with respect to the
Participant, in which event the options shall be exercisable
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by the transferee only to the extent and for the periods specified
herein. The Participant will remain subject to withholding taxes upon
exercise of any such options by transferee. The Company shall have no
obligation whatsoever to provide notice to any transferee of any
matter, including without limitation, early termination of an option on
account of termination of employment of the Participant.
Except as set forth above, no option shall be transferable
otherwise than by will or by the laws descent and distribution, and all
options shall be exercisable, during the Participant's lifetime only by
the Participant. Section 5. Section 9 shall be amended in its entirety
by substituting the following therefor:
"9. Subject to the provisions of Section 1.20 of the
Plan, if dissolution or liquidation or combination in which the Company
is not the surviving corporation occurs, the option holder 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." Section 6. Due to the fact that the options
granted under the Plan are now transferable, all references in the
Agreement to "Option Holder" shall be changed to refer to the "Participant."
Section 7. Except as expressly amended hereby all of the covenants and
agreements of the parties which are set forth in the Agreement are incorporated
herein with the same force and effect as if set forth at length in this
Amendment.
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Section 8. This Amendment is executed and shall constitute an
instrument supplemental to and in amendment of the Agreement, and shall be
construed with and as part of the Agreement.
Section 9. Except as modified and expressly amended by this Amendment
and any other supplement or amendment, the Agreement is in all respects ratified
and confirmed, and all of the terms, provisions and conditions thereof shall be
and remain in full force and effect.
Section 10. Any capitalized term used but not defined herein shall have
the meaning attributable to such term in the Agreement.
Section 11. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes, and
all of which together shall constitute one and the same instrument.
EXECUTED as of the date first set forth above.
XXXXXX OCEANICS, INC.
By:___________________________________
Xxxxx X. Xxxxxxx
Senior Vice President
PARTICIPANT:
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Signature
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