WEATHERFORD INTERNATIONAL LTD. 2006 OMNIBUS INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENT
Exhibit 10.46
XXXXXXXXXXX INTERNATIONAL LTD.
2006 OMNIBUS INCENTIVE PLAN
2006 OMNIBUS INCENTIVE PLAN
FORM OF STOCK OPTION AGREEMENT
Under the terms and conditions of the Xxxxxxxxxxx International Ltd. 2006 Omnibus Incentive
Plan (the “Plan”), a copy of which is attached hereto and incorporated in this Agreement by
reference, Xxxxxxxxxxx International Ltd.. (the “Company”) grants to ___(the
“Optionee”) the option to purchase ___common shares, par value U.S.$1.00 per share,
(“Common Shares”) of the Company at the price of U.S.$ per share, subject to adjustment
as provided in the Plan (the “Option”), as follows:
1. Grant. (a) The Company hereby grants to the Optionee the Option effective as of
___, 200___(the “Date of Grant”). The Company and the Optionee agree that the Option shall
be subject to the terms of this Agreement and the Plan. The Company and Optionee further agree
that this Agreement, together with the Plan and the Employment Agreement with between the Optionee
and the Company dated ___(the “Employment Agreement”), sets forth the complete
terms of the Option as in effect on the date hereof. To the extent the terms of this Agreement and
the Option vary with the terms of the Plan, the terms of this Agreement and the Option shall
prevail to the extent necessary to permit the grant of the Option.
(b) Subject to the terms and conditions of this Agreement and the Plan, the Option provides
the Optionee with the option to purchase ___Common Shares (the “Option Shares”) at a price
of U.S.$___ per share (the “Option Price”).
(c) The Option is subject to the terms and provisions of the Plan, which are incorporated
herein by reference. The Option shall also be subject to the terms of the Employment Agreement.
Capitalized terms used in this Agreement but not defined herein shall have the respective meanings
ascribed to them in the Plan.
(d) The Option is considered to be a non-statutory option and is not intended to be an
incentive stock option within the meaning of Section 422 of the United States Internal Revenue Code
of 1986, as amended from time to time (the “Code”).
(e) The Option shall become fully vested and exercisable as follows: ___; provided,
however, the Option is subject to earlier vesting in the event of termination of employment within
___years from the Date of Grant (i) by the Optionee for Good Reason (applicable only if such
term and manner of termination is specifically provided for in the Employment Agreement), (ii) by
the Company for any reason other than Cause (as defined in the Employment Agreement) or (iii) due
to death, Disability or retirement, each as provided for in Section 5 hereof. No Option however
shall be exercisable after the date which is 10 years from the Date of Xxxxx.
2. Changes in the Company’s Capital Structure. (a) The existence of the Option shall not
affect in any way the right or power of the Company or its shareholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business, or any acquisition, merger, amalgamation or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference shares ahead of or
affecting the Common Shares or the rights thereof, or the winding up, dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise, including a Corporate
Change (as defined in the Plan).
(b) The number of Common Shares subject to the Option, the Option Price and the securities
issuable and other property payable upon exercise of the Option shall be adjusted as provided in
the Plan.
3. Exercise of Options. The Option may be exercised from time to time as to the total number
of shares that may then be issuable upon the exercise thereof or any portion thereof in the manner
and subject to the limitations provided for in the Plan and in Section 1 hereof.
4. Requirements of Law. The Company shall not be required to sell or issue any Option Shares
if issuing those shares would constitute or result in a violation by the Optionee or the Company of
any provision of any law, statute or regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to the registration of securities,
upon exercise of the Option, the Company shall not be required to issue any Option Shares unless
the Committee has received evidence satisfactory to it to the effect that the Optionee will not
transfer the Option Shares except in accordance with applicable law, including receipt of an
opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies
with applicable law. The determination by the Committee on this matter shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to, register the Option Shares
pursuant to applicable securities laws of any country or any political subdivision. In the event
the Common Shares issuable upon exercise of the Option are not registered, the Company may imprint
on the certificate evidencing the Option Shares any legend that counsel for the Company considers
necessary or advisable to comply with applicable law, or, should the Option Shares be represented
by book or electronic entry, rather than a certificate, the Company may take such steps to restrict
transfer of the Option Shares as counsel for the Company considers necessary or advisable to comply
with applicable law. The Company shall not be obligated to take any other affirmative action in
order to cause or enable the exercise of the Option, or the issuance of the Option Shares, to
comply with any law or regulation of any governmental authority.
5. Termination/Forfeiture. The Option, to the extent it shall not previously have been
exercised, shall terminate or be forfeited as follows:
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(a) Severance of Employment. If the employment of the Optionee with the Company and its
Affiliates is terminated prior to ___years from the Date of Grant (i) by the Company for any
reason other than Cause (as defined in the Employment Agreement), or (ii) by the Optionee for Good
Reason (applicable only if such term and manner of termination is specifically provided for in the
Employment Agreement) or (iii) as a result of death, Disability or retirement under the then
established rules of the Company, any unvested portion of the Option shall become fully vested and
exercisable on the date of termination of employment and continue in effect until the date which is
ten years following the Date of Grant. However, if the employment of the Optionee is terminated by
the Company for Cause or if the Optionee’s employment is terminated for any other reason (other
than those described in the preceding sentence) prior to ___years from the Date of Grant, all
unvested portions of the Option shall immediately terminate, be forfeited and not be exercisable.
Notwithstanding the foregoing, severance of employment by the Company or its Affiliate, as
applicable, or by the Optionee for any reason shall not affect the exercisability or duration of
any vested portion of the Option.
(b) Death. If the Optionee dies prior to ___years from the Date of Grant, any unvested
portion of the Option shall become fully vested and exercisable and continue in effect until the
date which is 10 years following the Date of Grant. After the death of the Optionee, the
Optionee’s executors, administrators or any persons to whom his Option may be transferred by will
or by the laws of descent and distribution shall have the right, at any time prior to the Option’s
expiration, to exercise it.
(c) Retirement. If the Optionee shall be retired in good standing from the employ of the
Company and its Affiliates under the then established rules of the Company and its Affiliates,
prior to ___years from the Date of Grant, the Optionee shall vest in the number of unvested
Options determined by multiplying the number of unvested Options granted to the Optionee by a
fraction, the numerator of which is the Optionee’s total whole months of service since the Date of
Grant and the denominator of which is ___. Such vested portion of the Option shall be
exercisable until the date which is 10 years following the Date of Grant.
(d) Disability. If the Optionee shall be severed from the employ of the Company and its
Affiliates for Disability prior to ___years from the Date of Grant, the Options shall become
fully vested and exercisable and continue in effect until 10 years following the Date of Grant.
| (e) | Forfeiture. | ||
| (i) | Notwithstanding any other provision of the Plan or this Agreement, if the Committee finds by a majority vote that the Optionee, before or after the termination of his/her employment relationship with the Company and all Affiliates (A) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his/her employment by the Company or an Affiliate which conduct damaged the Company or an Affiliate or (B) disclosed trade secrets of the Company or an Affiliate, then as of the date the Committee makes its finding, any portion of the Option that has not been exercised by the Optionee |
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| will be forfeited to the Company. The findings and decision of the Committee with respect to such matter, including those regarding the acts of the Optionee and the damage done to the Company, will be final for all purposes. |
| (ii) | Notwithstanding any other provision of the Plan or this Agreement, if the Committee finds by a majority vote that the Optionee, before or after the termination of his/her employment relationship with the Company and all Affiliates (A) violated any material policies of the Company and its Affiliates, (B) breached any noncompetition, confidentiality, or other restrictive covenants applicable to the Optionee, or (C) engaged in other conduct that is detrimental to the business or reputation of the Company and its Affiliates, then as of the date the Committee makes its finding, any portion of the Option that has not been exercised by the Optionee will be forfeited to the Company. The findings and decision of the Committee with respect to such matter, including those regarding the acts of the Optionee and the damage done to the Company, will be final for all purposes. |
6. Amendment. This Agreement and the Option may be amended from time to time by the Committee
in its discretion in any manner that it deems appropriate and that is consistent with the terms of
the Plan. However, no such amendment shall adversely affect in a material manner any right of the
Optionee without his/her written consent.
7. No Rights as a Shareholder. The Optionee shall not have any rights as a shareholder with
respect to any Common Shares issuable upon the exercise of the Option until the date of entry of
the Optionee in the Company’s share register in respect of such shares, following the Optionee’s
exercise of the Option pursuant to its terms and conditions and payment for such shares. Except as
otherwise provided in the Plan, no adjustment shall be made for dividends or other distributions
made with respect to the Common Shares the record date for the payment of which is prior to the
date of issuance of the Common Shares to the Optionee following the Optionee’s exercise of the
Option.
8. Governing Law. The validity, construction and performance of this Agreement shall be
governed by the laws of the State of Texas. Any invalidity of any provision of this Agreement
shall not affect the validity of any other provision.
9. Notices. All notices, demands, requests or other communications hereunder shall be in
writing and shall be deemed to have been duly made or given if mailed by registered or certified
mail, return receipt requested. Any such notice mailed to the Company shall be addressed to its
office at 000 Xxxx Xxx Xxxx., Xxxxx 000, Xxxxxxx, Xxxxx 00000, Attn: Corporate Secretary, and any
notice mailed to the Optionee shall be addressed to the Optionee’s residence address as it appears
on the books and records of the Company or to such other address as either party may hereafter
designate in writing to the other.
10. Employment Obligation. The granting of the Option by the Company to the Optionee shall
not impose upon the Company or its Affiliates any obligation to employ or
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continue to employ the Optionee; and the right of the Company and its Affiliates to terminate the
employment of the Optionee with the Company or its Affiliates shall not be diminished or affected
by reason of the grant of the Option to the Optionee pursuant to this Agreement.
11. Taxes and Governmental Charges. The Company or any Affiliate shall be entitled to deduct
from other compensation payable to the Optionee any sums required by federal, state or local tax
law to be withheld with respect to the vesting or exercise of the Option. In the alternative, the
Company may require the Optionee (or other person validly exercising the Option) to pay such sums
for taxes directly to the Company or any Affiliate in cash or by check within one day after the
date of vesting or exercise. In the discretion of the Committee and subject to the terms of the
Plan, the Company may reduce the number of Option Shares issued to the Optionee upon his/her
exercise of the Option to satisfy the tax withholding obligations of the Company or an Affiliate.
The Optionee hereby consents to the Company reducing such Option Shares issued to the Optionee upon
his/her exercise of the Option to satisfy the tax withholding obligations of the Company or an
Affiliate.
12. Binding Effect. This Agreement shall, except as otherwise provided to the contrary in
this Agreement or in the Plan, inure to the benefit of and bind the successors and assigns of the
Company. This Agreement shall, except as otherwise provided to the contrary in this Agreement,
inure to the benefit of and bind the heirs, executors, administrators and legal representatives of
the Optionee.
13. Termination of Plan; Discretionary Grant. The Optionee acknowledges that the Committee
may unilaterally amend, terminate or suspend the Plan at any time. The Optionee waives any rights
to receive future awards under the Plan if the Plan is terminated or if the Optionee’s employment
or affiliation with the Company and its Affiliates terminates for any reason. The Optionee
acknowledges and agrees that the award of the Options pursuant to this Agreement is not an element
of the Optionee’s compensation, including, but not limited to, with respect to the determination of
any severance, redundancy or resignation payments or benefits, and has been awarded at the
Company’s sole discretion, and that the award of the Options pursuant to this Agreement does not
entitle the Optionee to any future awards under the Plan.
14. Data Privacy. By signing below, the Optionee voluntarily acknowledges and consents to the
collection, use, processing and transfer of personal data as described in this Section. The
Optionee is not obliged to consent to such collection, use, processing and transfer of personal
data. However, failure to provide the consent may affect the Optionee’s ability to participate in
the Plan. The Company and its Affiliates hold certain personal information about the Optionee,
including the Optionee’s name, home address and telephone number, date of birth, social security
number or other employee identification number, salary, nationality, job title, any shares or
directorships held in the Company and details of the Option or any other entitlement to Common
Shares awarded, cancelled, purchased, vested, unvested or outstanding in the Optionee’s favor, for
the purpose of managing and administering the Plan (“Data”). The Company and its Affiliates will
transfer Data amongst themselves as necessary for the purpose of implementation, administration and
management of the Optionee’s participation in the Plan, and the Company and its Affiliates may each
further transfer Data to any third parties assisting
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the Company in the implementation, administration and management of the Plan. These recipients
may be located in the European Economic Area or elsewhere throughout the world, such as the United
States. The Optionee authorizes them to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing the
Optionee’s participation in the Plan, including any requisite transfer of such Data as may be
required for the administration of the Plan and the subsequent holding of Common Shares on the
Optionee’s behalf by a broker or other third party with whom the Optionee may elect to deposit any
Common Shares acquired pursuant to the Plan. The Optionee may, at any time, review Data, require
any necessary amendments to it or withdraw the consents herein in writing by contacting the
Company; however, withdrawing consent may affect the Optionee’s ability to participate in the Plan.
15. Assignability; Successors and Assigns. Except as specified in applicable domestic
relations court orders, the Option and this Agreement shall not be transferable by the Optionee
other than by will or under the laws of descent and distribution and shall be exercisable, during
the Optionee’s lifetime, only by the Optionee. Subject to the limitations which this Agreement and
the Plan impose upon the transferability of the Option, this Agreement shall bind, be enforceable
by and inure to the benefit of the Company and its successors and assigns, and to the Holder,
his/her permitted assigns and, upon the Holder’s death, the Holder’s estate and beneficiaries
thereof (whether by will or the laws of descent and distribution), executors, administrators,
agents, and legal and personal representatives.
16. Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be an original for all purposes but all of which taken together shall constitute but one and
the same instrument.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the day and year
first above mentioned.
| XXXXXXXXXXX INTERNATIONAL LTD. | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Optionee: | ||||
| Optionee | ||||
| Social Security No. | ||||
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