EXHIBIT 4.5
SEDCO FOREX EMPLOYEES OPTION PLAN
(Effective December 31, 1999)
WHEREAS, Schlumberger Limited, a company organized under the laws of the
Netherlands Antilles ("Schlumberger"), and Sedco Forex Holdings Limited, a
British Virgin Islands company ("Sedco Forex"), entered into that certain
Distribution Agreement dated as of July 12, 1999 (the "Distribution Agreement"),
pursuant to which Schlumberger agreed to spin off its offshore contract drilling
business by distributing the capital stock of Sedco Forex to Schlumberger
stockholders; and
WHEREAS, Schlumberger, Sedco Forex, Transocean Offshore Inc., a Cayman
Islands exempted company (the "Company"), and Transocean SF Limited, a British
Virgin Islands company and a wholly owned subsidiary of the Company ("Merger
Sub"), entered into that certain Agreement and Plan of Merger dated as of July
12, 1999 (the "Merger Agreement"), pursuant to the terms of which Merger Sub
merged with and into Sedco Forex on the date hereof (the "Merger"), with Sedco
Forex surviving the Merger; and
WHEREAS, upon completion of the Merger, the Company changed its name to
"Transocean Sedco Forex Inc.; and
WHEREAS, as provided for in the Distribution Agreement, Schlumberger, the
Company and Sedco Forex entered into an Employee Matters Agreement dated as of
December 13, 1999 (the "EMA"); and
WHEREAS, the EMA provides that as of the Distribution Date (as defined in
the EMA), all nonvested options to purchase Schlumberger common stock held by
Sedco Forex Employees (as defined in the EMA) were terminated (the "Nonvested
Options"); and
WHEREAS, the EMA provides that as of the effective time of the Merger,
fully vested options to purchase Transocean ordinary shares shall be granted to
Sedco Forex Employees whose Nonvested Options were terminated (the "New
Options"); and
WHEREAS, the Company desires to establish a separate share option plan to
provide for the New Options in accordance with the EMA;
NOW, THEREFORE, the Company adopts this Sedco Forex Employees Option Plan
(the "Plan"), as set forth below (capitalized terms used herein or in the Plan
but not defined shall have the meanings assigned thereto in the EMA, the
Distribution Agreement or the Merger Agreement).
SEDCO FOREX EMPLOYEES OPTION PLAN
(Effective as of December 31, 1999)
I. GENERAL
1.1 PURPOSE OF THE PLAN
The Sedco Forex Employees Option Plan (the "Plan") of Transocean Sedco
Forex Inc. (the "Company") is intended to provide Sedco Forex Employees who held
nonvested options for the purchase of Schlumberger Limited common stock (the
"Nonvested Options"), which were cancelled in accordance with the terms of
Employee Matters Agreement dated as of December 13, 1999 (the "EMA"), with
fully vested options to purchase ordinary shares, par value $.01 per share, of
the Company ("Transocean Ordinary Shares") on substantially the same terms as
provided under the Company's Long-Term Incentive Plan ("New Options").
1.2 ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by the Executive Compensation
Committee or other designated committee (the "Committee") of the Board of
Directors of the Company (the "Board"), which shall consist of at least two
Directors all of whom (i) are not eligible for awards under the Plan, (ii) are
"non-employee directors" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, and (iii) are Outside Directors satisfying the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended,
or any successor thereto (the "Code").
(b) The Committee shall have authority to interpret conclusively the
provisions of the Plan, to adopt such rules and regulations for carrying
out the Plan as it may deem advisable, to decide conclusively all questions
of fact arising in the application of the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan.
Notwithstanding the foregoing, the Committee shall have no power or
discretion to vary the amount or terms of awards under the Plan under
Article II of the Plan, except as provided in Article III. All decisions
and acts of the Committee shall be final and binding upon all affected Plan
participants.
1.3 ELIGIBLE PARTICIPANTS
"Eligible Participants" are Sedco Forex Employees who held outstanding
Nonvested Options that were cancelled as of the Distribution Date. "Eligible
French Participants" are Eligible Participants who are residents of France for
French income tax purposes.
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1.4 AWARDS UNDER THE PLAN
Awards to Eligible Participants under the Plan shall be in the form of
New Options.
1.5 SHARES SUBJECT TO THE PLAN
The aggregate number of Transocean Ordinary Shares that may be issued
with respect to awards made under the Plan shall not exceed 510,000.
1.6 OTHER COMPENSATION PROGRAMS
The existence and terms of the Plan shall not limit the authority of
the Board in compensating Directors and employees of the Company and its
subsidiaries in such other forms and amounts, including compensation pursuant to
any other plans as may be currently in effect or adopted in the future, as it
may determine from time to time.
II. ORDINARY SHARE OPTION AWARDS
Subject to the following provisions, New Options shall be awarded to
Eligible Participants as of the Effective Time for the number of Transocean
Ordinary Shares, calculated under Section 2.1 below, and for the option price
set forth in Section 2.2 below.
2.1 CALCULATION OF SHARES UNDERLYING NEW OPTIONS
(a) Calculation of New Options for Eligible Participants. Each
Eligible Participant who is not an Eligible French Participant shall be issued
New Options for the purchase of a number of Transocean Ordinary Shares based on
the number of shares of Schlumberger common stock subject to the cancelled
Nonvested Options held by the Eligible Participant times a fraction, the
numerator of which is the closing price of Schlumberger common stock at the
close of trading on the day immediately prior to the Distribution Date (which
shall be determined without regard to the Distribution of Sedco Forex) and the
denominator of which is the price of a Transocean Ordinary Share at the close of
trading on the day immediately prior to the Distribution Date.
(b) Calculation of New Options for Eligible French Participants.
Eligible French Participants shall receive New Options determined as follows:
(A) the Nonvested Options held by each Eligible French
Participant shall be valued according to the Black Scholes valuation
method (with respect to Schlumberger common stock, valued as of the
Distribution Date); and
(B) New Options shall be granted to each Eligible French
Participant which have an equivalent value to the amount determined in
(A) above, when based on an exercise price equal to the fair market
value of Transocean Ordinary Shares on the date the New Options are
granted.
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(c) Fractional Shares. Notwithstanding the foregoing, the number of
Transocean Ordinary Shares that may be purchased upon exercise of a New Option
shall not include any fractional share and, upon exercise of such New Options, a
cash payment shall be made in lieu of delivery of any fractional share.
2.2 TERMS AND CONDITIONS OF OPTIONS
Subject to the following provisions, all New Options granted under the
Plan to Eligible Participants shall be in such form and shall have such terms
and conditions as the Committee, in its discretion, may from time to time
determine.
(a) Option Price for New Options held by Eligible Participants. The
exercise price of each New Option granted to an Eligible Participant who is not
an Eligible French Participant shall be the price of a Transocean Ordinary Share
at the close of trading on the day immediately prior to the Distribution Date
times a fraction, the numerator of which is the exercise price of the Nonvested
Option for a share of Schlumberger common stock and the denominator of which is
the price of Schlumberger common stock at the close of trading on the day
immediately prior to the Distribution Date (determined without regard to the
distribution of Sedco Forex).
(b) Option Price for New Options held by Eligible French Participants.
The exercise price of each New Option provided to Eligible French Participants
shall be the fair market value of a Transocean Ordinary Share on the date the
New Options are granted.
(c) Term of Option. Unless otherwise determined by the Committee, the
term of New Options granted under the Plan shall be the remaining term of the
applicable cancelled Nonvested Option at the time of the Distribution. Unless
otherwise determined by the Committee, no option granted hereunder shall have a
term that exceeds the term of the applicable cancelled Nonvested Option. No New
Option shall be exercised after the expiration of its term, except as provided
pursuant to Section 2.2(h) with respect to the death of an optionee.
(d) Exercise of Options. New Options granted under the Plan shall be
immediately exercisable except as otherwise set forth in or provided under the
Plan or any New Option grant agreement.
(e) Payment for Shares. The Committee may authorize payment for shares
as to which a New Option is exercised to be made in cash, Ordinary Shares or in
such other manner as the Committee in its discretion may provide.
(f) Nontransferability of New Options. No New Option or any interest
therein shall be transferable by the optionee other than by will or by the laws
of descent and distribution. During an optionee's lifetime, all New Options
shall be exercisable only by such optionee or by the guardian or legal
representative of the optionee.
(g) Shareholder Rights. The holder of a New Option shall, as such,
have none of the rights of a shareholder.
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(h) Termination of Employment. The Committee shall have discretion to
specify in the New Option grant or an amendment thereof, provisions with respect
to the period during which the New Option may be exercised following the
optionee's termination of employment. Notwithstanding the foregoing, the
Committee shall not permit any New Option to be exercised beyond the term of the
Option established pursuant to Section 2.2(c), except that the Committee may
provide that, notwithstanding such New Option term, a New Option which is
outstanding on the date of an optionee's death shall remain outstanding and
exercisable for up to one year after the optionee's death.
III. ADDITIONAL PROVISIONS
3.1 GENERAL RESTRICTIONS
Each award under the Plan shall be subject to the requirement that, if
at any time the Committee shall determine that (i) the listing, registration or
qualification of the Ordinary Shares subject or related thereto upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the
recipient of an award with respect to the disposition of Ordinary Shares is
necessary or desirable (in connection with any requirement or interpretation of
any federal or state securities law, rule or regulation) as a condition of, or
in connection with, the granting of such award or the issuance, purchase or
delivery of Ordinary Shares thereunder, such award may not be consummated 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.
3.2 ADJUSTMENTS FOR CHANGES IN CAPITALIZATION
In the event of a scheme of arrangement, reorganization,
recapitalization, Ordinary Share split, Ordinary Share dividend, combination of
shares, rights offer, liquidation, dissolution, merger, consolidation, spin-off,
sale of assets, payment of an extraordinary cash dividend, or any other change
in or affecting the corporate structure or capitalization of the Company, the
Committee shall make appropriate adjustment in the number and kind of shares
authorized by the Plan (including any limitations on individual awards), in the
number, price or kind of shares covered by the awards and in any outstanding
awards under the Plan; provided, however, that no such adjustment shall increase
the aggregate value of any outstanding award.
3.3 AMENDMENTS
(a) The Board may amend the Plan at any time and from time to time. No
such amendment shall require approval by the stockholders unless stockholder
approval is required to satisfy Rule 16b-3 under the Securities Exchange Act of
1934 or Section 162(m) of the Code, or by applicable law or stock exchange
requirements.
(b) The Committee shall have the authority to amend any New Option
grant to include any provision which, at the time of such amendment, is
authorized under the terms of the Plan. However, except as set forth in Section
3.4, no outstanding award may be revoked or altered in a manner unfavorable to
the holder without the written consent of the holder.
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3.4 CANCELLATION OF AWARDS
Any award granted under the Plan may be canceled at any time with the
consent of the holder and a new award may be granted to such holder in lieu
thereof, which award may, in the discretion of the Committee, be on more
favorable terms and conditions than the canceled award; provided, however, that
the Committee may not reduce the exercise price of outstanding New Options where
the existing exercise or base price is higher than the then current market price
of the Ordinary Shares. Notwithstanding the foregoing, the Committee may, in
its sole discretion, cancel any outstanding New Option without the consent of
the option holder, by providing such New Option holder with Ordinary Shares
equal to the number of Ordinary Shares covered by such option, less any
applicable withholding, or by providing the New Option holder with a cash
payment equal to the difference between the exercise price of the New Option and
the fair market value of the covered Ordinary Shares on the date such payment is
made, less any applicable withholding.
3.5 BENEFICIARY
An Eligible Participant may file with the Company a written
designation of Beneficiary, on such form as may be prescribed by the Committee,
to receive any New Options or Ordinary Shares that become deliverable to the
Eligible Participant pursuant to the Plan after the Eligible Participant's
death. An Eligible Participant may, from time to time, amend or revoke a
Beneficiary designation. If no designated Beneficiary survives the Eligible
Participant, the executor or administrator of the Eligible Participant's estate,
acting on behalf of the estate, shall be deemed to be the Eligible Participant's
Beneficiary.
3.6 WITHHOLDING
(a) Whenever the Company proposes or is required to issue or transfer
Ordinary Shares under the Plan, the Company shall have the right to require the
award holder to remit to the Company an amount sufficient to satisfy any
applicable withholding tax liability prior to the delivery of any certificate
for such shares. Whenever under the Plan payments are to be made in cash, such
payments shall be net of an amount sufficient to satisfy any withholding tax
liability.
(b) An employee entitled to receive Ordinary Shares under the Plan may
elect to have a minimum statutory withholding tax liability with respect to such
Ordinary Shares satisfied by having the Company withhold from the shares
otherwise deliverable to the employee Ordinary Shares having a value equal to
the amount of the tax liability to be satisfied with respect to the Ordinary
Shares. An election to have the tax liability satisfied using Ordinary Shares
shall comply with such requirements as may be imposed by the Committee.
3.7 NON-UNIFORM DETERMINATIONS
Determinations by the Committee under the Plan (including, without
limitation, determinations of the persons to receive awards under the Plan; the
form, amount and timing of such awards; the terms and provisions of such awards
and the agreements evidencing same; and provisions with respect to termination
of employment) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, awards under the Plan, whether
or not such persons are similarly situated.
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3.8 NO GUARANTEE OF EMPLOYMENT
The grant of an award under the Plan shall not constitute an assurance
of continued employment for any period.
3.9 DURATION AND TERMINATION
(a) The Plan shall terminate upon the expiration and/or exercise of
all New Options awarded hereunder.
(b) The Board may discontinue or terminate the Plan at any time.
Except as set forth in Section 3.4, such action shall not impair any of the
rights of any holder of any award outstanding on the date of the Plan's
discontinuance or termination without the holder's written consent.
3.10 EFFECTIVE DATE
The effective date of the Plan is December 31, 1999.
IN WITNESS WHEREOF, this document has been executed effective as of
December 31, 1999.
TRANSOCEAN SEDCO FOREX INC.
By: /s/ Xxxx X. Xxxxx
-----------------------
Xxxx X. Xxxxx
Corporate Secretary
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