EXHIBIT 10.60
EMPLOYEE OPTIONEE: XXXXXX X. XXXXXXX
Date: As of January 23, 1996
Number of Shares Subject to Option: 100,000
FALCON DRILLING COMPANY, INC.
AMENDED AND RESTATED STOCK OPTION AGREEMENT
I. Incentive Stock Option
1. Grant of Incentive Stock Option. Pursuant to the provisions
of the Falcon Drilling Company, Inc. 1995 Stock Option Plan (the "Plan"), and
in compliance with the provisions of Section 422 of the Internal Revenue Code
of 1986, as may be amended from time to time, the Company hereby grants to
the Participant named above, subject to the terms and conditions of the Plan
and subject further to the terms and conditions herein set forth, the option
("ISO") to purchase 24,741 shares of common stock ("Stock"), at the purchase
price of $12.125 per share, such ISO to be exercisable and exercised as
hereinafter provided.
2. Specific Terms and Conditions.
(a) Exercise of ISO. Subject to the other terms of this Agreement
regarding the exercisability of this ISO, this ISO may be exercised in
accordance with the following:
This ISO Shall be Exercisable
with Respect to the Following
On or After this Date Cumulative Number of Shares
1/23/96 8,247
1/23/97 8,247
1/23/98 8,247
This ISO may be exercised, to the extent exercisable by its terms, from time
to time in whole or in part at any time prior to the expiration thereof. Any
exercise shall be accompanied by a written notice to the Company specifying
the number of shares as to which this ISO is being exercised.
(b) Notification of Disqualifying Disposition. The Participant
hereby agrees to notify the Company in writing in the event shares acquired
pursuant to the exercise of this ISO are transferred, other than by will or
by the laws of descent and distribution, within two years after the date
indicated above or within one year after the issuance of such shares pursuant
to such exercise.
II. Nonqualified Stock Option
1. Xxxxx of Nonqualified Stock Option. Pursuant to the
provisions of the Plan, the Company hereby grants to the Participant, subject
to the terms and conditions of the Plan and subject further to the terms and
conditions herein set forth, the option ("NQSO") to purchase 75,259 shares of
Stock, at a purchase price of $12.125 per share, such NQSO to be exercisable
and exercised as hereinafter provided.
2. Exercise of NQSO. Subject to the other terms of this
Agreement regarding the exercisability of this NQSO, this NQSO may be
exercised in accordance with the following:
This NQSO Shall be Exercisable
with Respect to the Following
On or After this Date Cumulative Number of Shares
1/23/96 25,086
1/23/97 25,086
1/23/98 25,087
This NQSO may be exercised, to the extent exercisable by its terms, from time
to time in whole or in part at any time prior to the expiration thereof. Any
exercise shall be accompanied by a written notice to the Company specifying
the number of shares as to which this NQSO is being exercised.
III. General Terms and Conditions
1. Payment of Purchase Price Upon Exercise. At the time of any
exercise of an ISO or NQSO, the purchase price of the shares as to which any
such option shall be exercised shall be paid in full to the Company in cash,
provided, that with the consent of the Company and in accordance with the
Plan, some or all of the purchase price may be in the form of Stock already
owned by the Participant or other consideration (including the relinquishment
of a portion of the ISO or NQSO).
2. Expiration Date. This Option (inclusive of ISO's and XXXX's
granted hereunder) shall expire ten years from the date indicated above.
3. Exercise in the Event of Death, Disability, or Termination of
Employment. (i) If the Participant's employment terminates because of (a)
involuntary termination of employment by the Participating Company other than
for cause, as determined by the Board in its sole discretion, or (b)
retirement in accordance with the terms and conditions of a retirement plan
adopted by the Participating Company; he or she may exercise his or her ISO
and/or NQSO to the extent that he or she shall have been entitled to do so at
the date of the termination of his or her employment, at any time, or from
time to time, within three months after the date of the termination of his or
her employment or within such other period, and subject to such terms and
conditions as the Committee may specify, but not later than the expiration
date specified in Section III.2.
(ii) If the Participant dies while an Employee of a Participating
Company, his or her ISO and/or NQSO may be exercised, to the extent that the
Participant shall have been entitled to do so on the date of his or her death
or such termination of employment, by his or her Beneficiary including, if
applicable, his or her executors or administrators, at any time, or from time
to time, within three months after the date of the Participant's death or
within such other period, and subject to such terms and conditions as the
Committee may specify, but no later than the expiration date specified in
Section III.2.
(iii) If the Participant's employment by a Participating Company
terminates because of his or her Total Disability, he or she may exercise his
or her ISO and/or NQSO, to the extent that he or she shall have been entitled
to do so at the date of the termination of his or her employment, at any
time, or from time to time, within one year after the date of the termination
of his or her employment or within such other period, and subject to such
terms and conditions as the Committee may specify, but not later than the
expiration date specified in Section III.2.
4. Nontransferability. No ISO or NQSO shall be transferable
other than by will or by the laws of descent and distribution. During the
lifetime of the Participant, any ISO or NQSO shall be exercisable only by the
Participant or, in the event of the Disability of the Participant, a legally
constituted representative of the Participant.
5. Adjustments. Subject to Section 9(b) of the Plan, if the
outstanding shares of Stock of the Company are increased, decreased, or
exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are
distributed with respect to such shares of Stock or other securities, through
merger, consolidation, sale of all or substantially all of the property of
the Company, reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other distribution with respect
to such shares of Stock or other securities, an appropriate and proportionate
adjustment shall be made in (i) the number and kind of shares or other
securities subject to the outstanding Options, and (ii) the price for each
share or other unit of any other securities subject to outstanding Options
without change in the aggregate purchase price or value as to which such
Options remain exercisable or subject to restrictions. Any adjustment under
this Section III.5 will be made by the Board, whose determination as to what
adjustments will be made and the extent thereof will be final, binding and
conclusive. No fractional interests will be issued under the Plan resulting
from any such adjustment. Any adjustment so made shall be final and binding
upon the Participant and his or her Beneficiary.
6. No Rights as Stockholder. The Participant shall have no
rights as a stockholder with respect to any shares of Stock subject to any
ISO or NQSO prior to the date of issuance to him or her of a certificate or
certificates for such shares.
7. No Right to Continued Employment. This Agreement shall not
confer upon the Participant any right with respect to continuance of
employment by any Participating Company nor shall it interfere in any way
with the right of any Participating Company to terminate his or her
employment at any time.
8. Compliance with Law and Regulations. This Agreement and the
obligation of the Company to sell and deliver shares of Stock hereunder shall
be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as the Committee
shall determine are required. If at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares of Stock
subject or related thereto upon any securities exchange or under any state or
federal law, or (ii) the consent or approval of any government or regulatory
body, or (iii) an agreement by the recipient of an award with respect to the
disposition of shares of Stock is necessary or desirable as a condition of or
in connection with the issue or purchase of shares of Stock hereunder, such
Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent, approval or agreement shall have been
effected or obtained free of any conditions not acceptable to the Committee.
Moreover, an ISO or NQSO may not be exercised if its exercise or the receipt
of shares of Stock pursuant thereto would be contrary to applicable law.
9. Tax Withholding Requirements. The Company shall have the
right to require the Participant to remit to the Company an amount sufficient
to satisfy any federal, state or local withholding tax requirements prior to
the delivery of any certificate or certificates for Stock.
10. Investment Representation. The Committee may require the
Participant to furnish to the Company, prior to the issuance of any shares of
Stock upon the exercise of all or any part of any ISO or NQSO, an agreement
(in such form as the Committee may specify) in which the Participant
represents that the shares acquired by him upon exercise are being acquired
for investment and not with a view to the sale or distribution thereof.
IV. Miscellaneous
1. Participant Bound by Plan. The Participant hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof. All capitalized terms not defined herein shall
have the same meaning as defined under the Plan.
2. Notices. Any notice hereunder to the Company shall be
addressed to it at its office, 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000, Attention: Executive Vice President, and any notice hereunder to
the Participant shall be addressed to him or her at subject to the right of
either party to designate at any time hereafter in writing some other
address.
3. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, Falcon Drilling Company, Inc. has caused this
Agreement to be executed by a duly authorized officer and the Participant has
executed this Agreement both as of the 15th day of April, 1996, but effective
as of the day and year first above written.
FALCON DRILLING COMPANY, INC.
By:______________________________
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
_______________________(L.S.)
Participant
Xxxxxx X. Xxxxxxx
