EXHIBIT 10.20
GLOBAL MARINE INC.
INCENTIVE STOCK SALE AGREEMENT
(1989 Stock Option and Incentive Plan)
GLOBAL MARINE INC. (the "Company"), desiring to afford an
opportunity to the offeree identified as such below (the "Offeree")
to purchase shares of the Company's common stock, $.10 par value
per share (the "Common Stock") at an incentive purchase price below
the market price at the time of sale as compensation for the
Offeree's services as an employee of the Company or of one or more
of its subsidiaries, hereby makes an offer to sell to the Offeree,
under the Company's 1989 Stock Option and Incentive Plan, the
number of shares of such Common Stock specified below, at the price
specified below, subject to and upon the terms and conditions set
forth below (the "Offer").
1. SPECIFICATION OF DATE, OFFEREE, NUMBER OF SHARES, PURCHASE
PRICE AND TERM.
(a) The date of the Offer is February 11, 1997.
(b) The Offeree is _______________________.
(c) The number of shares of the Company's Common Stock
offered hereby is ____________________.
(d) The purchase price of the Common Stock offered hereby is
$0.10 per share.
(e) The term of the Offer shall expire at the close of
business at the Company's principal executive office in
Houston, Texas, on February 13, 1997; from and after that
time, if the Offer has not been accepted before that time
as provided in this Agreement, neither the Offeree nor
the Company shall have any rights or obligations under
this Agreement.
2. METHOD OF ACCEPTANCE AND PURCHASE. The Offeree may accept the
Offer by executing a copy of this Agreement in the acceptance
space provided below and delivering said executed copy or a
facsimile thereof during the term of the Offer to the
Secretary of the Company at the Company's principal executive
office in Houston, Texas. Such acceptance shall be completed
to indicate the number of shares being purchased. Payment of
the purchase price for such number of shares will be effected
by means of immediate payroll deduction. Promptly after
receipt of such acceptance, the Company shall, subject to the
other terms and conditions of this Agreement, issue a
certificate for such number of shares to the Offeree.
3. WAGE WITHHOLDING AND EMPLOYMENT TAXES. The Company and the
Offeree understand and agree that, (i) with respect to shares
of the Common Stock purchased under this Agreement that are
not subject to a substantial risk of forfeiture (or, if
subject to a substantial risk of forfeiture, with respect to
which a timely election under Section 83 of the Internal
Revenue Code has been filed), the Offeree will recognize
ordinary income for tax purposes to the extent of any excess
of the fair market value of such shares at the time they are
transferred to the Offeree over the price paid for the shares,
(ii) with respect to shares of the Common Stock purchased
under this Agreement that are subject to a substantial risk of
forfeiture and with respect to which a timely Section 83
election is not filed, then, upon lapse of the restrictions
which impose a substantial risk of forfeiture, the Offeree
will recognize ordinary income for tax purposes to the extent
of any excess of the fair market value of such shares at such
time over the price paid for the shares, and (iii) any such
ordinary income recognized by the Offeree will be subject to
both wage withholding and employment taxes. The Offeree
agrees that his employer may effect any such withholding
and/or deduct any such taxes from any cash compensation that
the Company or any one or more of its subsidiaries may pay the
Offeree.
4. Restrictions on Share Transfer by Certain Offerees. Until six
months have elapsed after the date of the Offer, the Offeree
may not transfer the shares in a transaction that would
constitute a "sale" under Section 16 of the Securities
Exchange Act of 1934 (the "Exchange Act") if the Offeree is
(a) a director of Global Marine Inc., (b) an "officer" of
Global Marine Inc. as such term is defined for purposes of the
rules of the Securities and Exchange Commission under
Section 16 of the Exchange Act, or (c) a beneficial owner of
more than ten percent of the issued and outstanding Common
Stock. Furthermore, the Offeree understands and acknowledges
that, if he is an Offeree described in (a), (b) or (c) in the
preceding sentence, his transfer of any other shares of the
Common Stock in a "sale" transaction during the six-month
period mentioned above could be matched with his purchase of
shares of the Common Stock under this Agreement and subject
him to liability under Section 16 of the Exchange Act.
5. NON-TRANSFERABLE. The Offer may not be transferred and may be
accepted only by the Offeree.
6. LIMITATION. The Offeree shall be entitled to the privileges
of stock ownership in respect of shares subject to the Offer
only when such shares have been issued and delivered to him as
fully paid shares upon purchase of Common Stock in accordance
with this Agreement.
7. REQUIREMENTS OF LAW AND OF STOCK EXCHANGES. The issuance of
shares upon acceptance of the Offer shall be subject to
compliance with all of the applicable requirements of law with
respect to the issuance and sale of such shares. In addition,
the Company shall not be required to issue or deliver any
certificate or certificates upon acceptance of the Offer prior
to the admission of such shares to listing on notice of
issuance on any stock exchange on which shares of the same
class are then listed. In the event the Company's legal
counsel shall advise it that registration under the Securities
Act of 1933 of the shares as to which the Offer is accepted is
required prior to issuance thereof, the Company shall not be
required to issue or deliver such shares unless and until such
legal counsel shall advise that such registration has been
completed or is not required.
8. GLOBAL MARINE INC. 1989 STOCK OPTION AND INCENTIVE PLAN. The
Offer and any acceptance and purchase under this Agreement are
made under and are subject to, and the Company and the Offeree
agree to be bound by, all of the terms and conditions of the
Company's 1989 Stock Option and Incentive Plan as the same
shall have been amended from time to time in accordance with
the terms thereof, provided that no such amendment shall
deprive the Offeree, without his consent, of the Offer or any
rights hereunder. Pursuant to said Plan, the Board of
Directors of the Company or its Committee established for such
purposes is authorized to adopt rules and regulations not
inconsistent with the Plan and to take such action in the
administration of the Plan as it shall deem proper. A copy of
the Plan in its present form is available for inspection
during business hours by the Offeree at the Company's
principal office.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf as of the date of the Offer stated above.
GLOBAL MARINE INC.
By:_________________________
ACCEPTED for _____ shares:
_____________________________
(Offeree)
