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Amendment Number 1 dated May 14, 1999 to the
TRANSOCEAN OFFSHORE INC. EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, Transocean Offshore Inc., a Delaware corporation
("Transocean-Delaware"), established the Transocean Offshore Inc. Employee Stock
Purchase Plan (the "Plan"), and reserved the right of its Board of Directors
under Section 19 thereof to amend the Plan; and
WHEREAS, Transocean-Delaware entered into an Agreement and Plan of
Merger and Conversion dated as of March 12, 1999 with Transocean Offshore
(Texas) Inc. (the "Agreement"); and
WHEREAS the Agreement provides for the merger of Transocean-Delaware
with and into Transocean Offshore (Texas) Inc. (the "Merger"), and the
subsequent conversion under the Texas Business Corporation Act (the
"Conversion") of Transocean Offshore (Texas) Inc. into Transocean Offshore Inc.,
a Cayman Islands exempted company limited by shares (the "Company"), (the Merger
and Conversion collectively being the "Reorganization"); and
WHEREAS the Agreement provides in its Article V that the Stock Option
Plans (as defined therein) of Transocean-Delaware shall be assumed by Transocean
Offshore (Texas) Inc. immediately after the Merger Effective Time (as defined
therein) (Section 5.1) and that the Stock Option Plans of Transocean Offshore
(Texas) Inc. shall continue as plans and agreements of the Company immediately
after the Conversion Effective Time (as defined therein) (Section 5.2); and
WHEREAS the Plan is a Stock Option Plan as defined in the Agreement and
therefore was assumed by Transocean Offshore (Texas) Inc. at the Merger
Effective Time and has continued as a plan and agreement of the Company since
the Conversion Effective Time;
NOW, THEREFORE, the Company does hereby continue the sponsorship of the
Plan and does hereby amend the Plan, effective May 14, 1999, from and after the
Conversion Effective Time, to provide for the Reorganization and to provide for
certain other changes as follows:
1. All references in the Plan to "Common Stock" or "shares of Common
Stock" are amended to read "Ordinary Shares," and all references to
"Stock" are amended to substitute the word "Share" for the word
"Stock".
2. Section 1 of the Plan is deleted in its entirety and the following
is substituted in its place:
1. PURPOSE
The Transocean Offshore Inc. Employee Stock Purchase Plan (the
"Plan") is designed to encourage and assist all employees of Transocean
Offshore Inc., a Cayman Islands exempted company limited by shares
("Transocean") and Subsidiaries (as defined in Section 4) (hereinafter
collectively referred to as the "Company"), where permitted by
applicable laws and regulations, to acquire an equity interest in
Transocean through the purchase of ordinary shares, par value US$.01
per share, of Transocean ("Ordinary Shares"). It is intended that
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this Plan shall constitute an "employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").
3. Section 3 of the Plan is deleted in its entirety and the following
is substituted in its place:
3. NATURE AND NUMBER OF SHARES
The Ordinary Shares subject to issuance under the terms of the Plan
shall be shares of Transocean's authorized but unissued Ordinary
Shares, previously issued Ordinary Shares reacquired and held by
Transocean or Ordinary Shares purchased on the open market. The
aggregate number of Ordinary Shares which may be issued under the Plan
shall not exceed two hundred fifty thousand (250,000) Ordinary Shares.
All Ordinary Shares purchased under the Plan, regardless of source,
shall be counted against the two hundred fifty thousand (250,000)
Ordinary Share limitation.
In the event of any scheme of arrangement, reorganization, share
split, reverse share split, share dividend, combination of shares,
merger, consolidation, offering of rights or other similar change in
the capital structure of Transocean, the Committee may make such
adjustment, if any, as it deems appropriate in the number, kind and
purchase price of the Ordinary Shares available for purchase under the
plan and in the maximum number of Ordinary Shares which may be issued
under the Plan, subject to the approval of the Board and in accordance
with Section 19.
TRANSOCEAN OFFSHORE INC., a Cayman
Islands exempted company limited by shares
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Secretary
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