EXHIBIT 10.59
EMPLOYEE OPTIONEE: XXXXXX X. XXXXXX
Date: As of February 16, 1995
Number of Shares Subject to Option: 90,000
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 30,000 shares of common stock ("Stock"), at the
purchase price of $10.00 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
--------------------- -----------------------------
2/16/96 10,000
2/16/97 10,000
2/16/98 10,000
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 60,000 shares
of Stock, at a purchase price of $10.00 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
--------------------- ------------------------------
2/16/96 20,000
2/16/97 20,000
2/16/98 20,000
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.
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.
0.Xx 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.
0.Xx 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.
0.Xxx 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: 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 15th day of April, 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. Xxxxxx
