EXHIBIT 10.61
EMPLOYEE: XXXXXX X. XXXXXXX
Date: As of April 15, 1996
Number of Shares Subject to Option: 75,000
FALCON DRILLING COMPANY, INC.
STOCK OPTION AGREEMENT
I. Nonqualified Stock Option
1. Xxxxx of Nonqualified Stock Option. Pursuant to the
provisions of the Falcon Drilling Company, Inc. 1995 Stock Option Plan (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 75,000 shares of Stock, at
a purchase price of $19.44 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
4/15/97 15,000
4/15/98 15,000
4/15/99 15,000
4/15/2000 15,000
4/15/2001 15,000
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.
II. General Terms and Conditions
1. Payment of Purchase Price Upon Exercise. At the time of any
exercise of any NQSO, the purchase 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 NQSO).
2. Expiration Date. This Option 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 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 II.2.
(ii) If the Participant dies while an Employee of a Participating
Company, his or her ISO 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 II.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 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 II.2.
4. Nontransferability. No NQSO shall be transferable other than
by will or by the laws of descent and distribution. During the lifetime of
the Participant, any 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 II.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
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, a 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 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.
III. 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: Chairman, 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 28th day of October, 1996, but
effective as of the day and year first above written.
FALCON DRILLING COMPANY, INC.
By:__________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chairman and CEO
______________________ (L.S.)
Participant
Xxxxxx X. Xxxxxxx
