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EXHIBIT 10.7
Option Pursuant to the
Distribution Agreement
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of
____________, 2000, between GRANT PRIDECO, INC., a Delaware corporation (the
"Company"), and ________________________ (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Optionee serves on the Board of Directors of Xxxxxxxxxxx
International, Inc. ("Weatherford");
WHEREAS, on ______________________ Weatherford granted to the Optionee
an option to purchase ______ shares of Xxxxxxxxxxx'x common stock under the
[Energy Ventures, Inc. 1991 Non-Employee Director Stock Option Plan] [Energy
Ventures, Inc. Amended and Restated Non- Employee Director Stock Option Plan]
(an "Old Weatherford Option");
WHEREAS, the Distribution Agreement by and between Xxxxxxxxxxx
International, Inc. and the Company provides that the Company shall grant to the
Optionee an option to purchase shares of the Company's common stock, $.01 par
value ("Common Stock");
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Optionee hereby agree as follows:
1. Grant. (a) The Company hereby grants to the Optionee an option (the
"Option") on ______________, 2000 (the "Date of Grant") to purchase ________
shares of the Company's common stock, $.01 par value ("Common Stock"). The
Company and the Optionee agree that the Option shall be subject to the terms of
this Agreement.
(b) The Option shall not be exercisable after __________, the term of
the Old Weatherford Option.
(c) Subject to the terms and conditions of this Agreement, the Option
provides the Optionee with the option to purchase ________ shares of Common
Stock at a price of $_______ per share (the "Option Price").
(d) The Option shall be considered to be a non-statutory option that is
not intended to be an incentive stock option within the meaning of section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
(e) The Option shall be immediately exercisable upon the Date of Grant.
(f) The Optionee may exercise the Option by delivering to the Company a
written notice stating (i) that he wishes to exercise the Option on the date
such notice is so delivered, (ii) the number of shares of stock with respect to
which the Option is to be exercised, (iii) the address to
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which the certificate representing such shares of stock should be mailed, and
(iv) his social security number. In order to be effective, such written notice
shall be accompanied by payment of the Option Price. Such payment shall be made
by cashier's check drawn on a national banking association and payable to the
order of the Company in United States dollars.
If, at the time of receipt by the Company of such written notice, (i)
the Company has unrestricted surplus in an amount not less than the Option
Price, (ii) all accrued cumulative preferential dividends and other current
preferential dividends on all outstanding shares of preferred stock of the
Company have been fully paid, (iii) the acquisition by the Company of its own
shares of stock for the purpose of enabling the Optionee to exercise the Option
is otherwise permitted by applicable law and without any vote or consent of any
stockholder of the Company, and (iv) there shall have been adopted, and there
shall be in full force and effect, a resolution of the Board of Directors of the
Company authorizing the acquisition by the Company of its own shares of stock
for such purpose, then the Optionee may deliver to the Company, in payment of
the Option Price with respect to the Option, (x) certificates registered in the
name of the Optionee that represent a number of shares of stock legally and
beneficially owned by the Optionee (free of all liens, claims and encumbrances
of every kind) and having a fair market value on the date of receipt by the
Company of such written notice that is not greater than the Option Price, such
certificates to be accompanied by stock powers duly endorsed in blank by the
record holder of the shares of stock represented by such certificates, with the
signature of such record holder guaranteed by a national banking association (or
in lieu of such certificates, other arrangements for the transfer of such shares
to the Company which are satisfactory to the Company), and (y) if the Option
Price exceeds such fair market value, a cashier's check drawn on a national
banking association and payable to the order of the Company in an amount, in
United States dollars, equal to the amount of such excess. Notwithstanding the
provisions of the immediately preceding sentence, the Committee, in its sole
discretion, may refuse to accept shares of stock in payment of the Option Price
and, in that event, any certificates representing shares of stock that were
received by the Company with such written notice shall be returned to the
Optionee, together with notice by the Company to the Optionee of the refusal of
the Committee to accept such shares of stock. If, at the expiration of seven
business days after the delivery to the Optionee of such written notice from the
Company, the Optionee shall not have delivered to the Company a cashier's check
drawn on a national banking association and payable to the order of the Company
in an amount, in United States dollars, equal to the Option Price, such written
notice from the Optionee to the Company shall be ineffective to exercise the
Option.
As promptly as practicable after the receipt by the Company of (i) such
written notice from the Optionee and (ii) payment, in the form required by the
foregoing provisions of this Paragraph 1(f) of the Option Price, a certificate
representing the number of shares of stock with respect to which the Option has
been so exercised, such certificate to be registered in the name of the
Optionee, provided that such delivery shall be considered to have been made when
such certificate shall have been mailed, postage prepaid, the Optionee at the
address specified for such purpose in such written notice from the Optionee to
the Company.
2. Changes in the Company's Capital Structure. The existence of the
Option shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure
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or its business, or any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital adjustment of, or the payment of a dividend in capital stock or
other equity securities of the Company on, its Common Stock, or other increase
or reduction of the number of shares of the Common Stock without receiving
consideration therefor in money, services, or property, or the reclassification
of its Common Stock, in whole or in part, into other equity securities of the
Company, then (a) the number, class and per share price of shares of stock
subject to outstanding the Option shall be appropriately adjusted (or in the
case of the issuance of other equity securities as a dividend on, or in a
reclassification of, the Common Stock, the Option shall extend to such other
securities) in such a manner as to entitle the Optionee to receive, upon
exercise of the Option, for the same aggregate cash consideration, the same
total number and class or classes of shares (or in the case of a dividend of, or
reclassification into, other equity securities, such other securities) he would
have held after such adjustment if he had exercised the Option in full
immediately prior to the event requiring the adjustment, or, if applicable, the
record date for determining stockholders to be affected by such adjustment; and
(b) the number and class of shares then reserved for issuance under this
Agreement (or in the case of a dividend of, or reclassification into, other
equity securities, such other securities) shall be adjusted by substituting for
the total number and class of shares of stock then received, the number and
class or classes of shares of stock (or in the case of a dividend of, or
reclassification into, other equity securities, such other securities) that
would have been received by the owner of an equal number of outstanding shares
of Common Stock as a result of the event requiring the adjustment. Comparable
rights shall accrue the Optionee in the event of successive subdivisions,
consolidations, capital adjustments, dividends or reclassifications of the
character described above.
If the Company shall distribute to all holders of its shares of Common
Stock (including any such distribution made to non-dissenting stockholders in
connection with a consolidation or merger in which the Company is the surviving
corporation and in which holders of shares of Common Stock continue to hold
shares of Common Stock after such merger or consolidation) evidences of
indebtedness or cash or other assets (other than cash dividends payable out of
consolidated retained earnings not in excess of, in any one year period, the
greater of (a) in an amount per share of Common Stock equal to $.01 per share of
Common Stock (as the same may be adjusted from time to time by the Board of
Directors of the Company to reflect the effect of changes in capitalization) and
(b) two times the aggregate amount of dividends per share paid during the
preceding calendar year and dividends or distributions payable in shares of
Common Stock or other equity securities of the Company described in the
immediately preceding paragraph, but including stock or other securities of any
corporation or other entity owned by the Company), then in each case the Option
Price shall be adjusted by reducing the Option Price in effect immediately prior
to the record date for the determination of stockholders entitled to receive
such distribution by the fair market value, as determined in good faith by the
Board of Directors of the Company (whose determination shall be described in a
statement filed in the Company's corporate records) of the portion of the
evidence of indebtedness or cash or other assets so to be distributed applicable
to one share of Common Stock;
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provided that in no event shall the Option Price be less than the par value of a
share of Common Stock. In the event such adjustment would result in the Option
Price being less than the par value of a share of Common Stock but for the
foregoing proviso, the terms of the Option shall be appropriately adjusted so as
to maintain the economic value of the Option, including through an adjustment to
the number of shares of Common Stock subject to the Option and through a
provision allowing the holder of the Option to receive the evidence of
indebtedness or cash or other assets so to be distributed applicable to one
share of Common Stock for each share of Common Stock that may be purchased on
the exercise of the Option. Such adjustment shall be made whenever any such
distribution is made, and shall become effective on the date of the distribution
retroactive to the record date for the determination of the stockholders
entitled to receive such distribution. In addition, in the event the Company
distributes shares or other securities of a subsidiary corporation or other
entity to the holders of the Common Stock, the Board of Directors may, in lieu
of the adjustment provided above, make provision allowing the holder of the
Option to receive the shares or securities of the corporation or entity that are
subject to the distribution. Comparable adjustments shall be made in the event
of successive distributions of the character described above.
If the Company shall make a tender offer for, or grant to all of its
holders of its shares of Common Stock the right to require the Company or any
subsidiary of the Company to acquire from such stockholders shares of, Common
Stock, at a price in excess of the Fair Market Value (a "Put Right") or the
Company shall grant to all of its holders of its shares of Common Stock the
right to acquire shares of Common Stock for less than the Fair Market Value (a
"Purchase Right") then, in the case of a Put Right, the Option Price shall be
adjusted by multiplying the Option Price in effect immediately prior to the
record date for the determination of stockholders entitled to receive such Put
Right by a fraction, the numerator of which shall be the number of shares of
Common Stock then outstanding minus the number of shares of Common Stock which
could be purchased at the Fair Market Value for the aggregate amount which would
be paid if all Put Rights are exercised and the denominator of which is the
number of shares of Common Stock which would be outstanding if all Put Rights
are exercised; and, in the case of a Purchase Right, the Option Price shall be
adjusted by multiplying the Option Price in effect immediately prior to the
record date for the determination of the stockholders entitled to receive such
Purchase Right by a fraction, the numerator of which shall be the number of
shares of Common Stock then outstanding plus the number of shares of Common
Stock which could be purchased at the Fair Market Value for the aggregate amount
which would be paid if all Purchase Rights are exercised and the denominator of
which is the number of shares of Common Stock which would be outstanding if all
Purchase Rights are exercised. In addition, the number of shares subject to the
Option shall be increased by multiplying the number of shares then subject to
the Option by a fraction which is the inverse of the fraction used to adjust the
Option Price. Notwithstanding the foregoing, if any such Put Rights or Purchase
Rights shall terminate without being exercised, the Option Price and number of
shares subject to the Option shall be appropriately readjusted to reflect the
Option Price and number of shares subject to the Option which would have been in
effect if such unexercised Put Rights or Purchase Rights had never existed.
Comparable adjustments shall be made in the event of successive transactions of
the character described above.
After the merger of one or more corporations into the Company, after
any consolidation of the Company and any one or more corporations, or after any
other corporate transaction described in section 424(a) of the Code in which the
Company shall be the surviving corporation, the Optionee,
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at no additional cost, shall be entitled to receive, upon any exercise of the
Option, in lieu of the number of shares as to which the Option shall then be so
exercised, the number and class of shares of stock or other equity securities to
which the Optionee would have been entitled pursuant to the terms of the
agreement of merger or consolidation if at the time of such merger or
consolidation the Optionee had been a holder of a number of shares of Common
Stock equal to the number of shares as to which the Option shall then be so
exercised and, if as a result of such merger, consolidation or other
transaction, the holders of Common Stock are not entitled to receive any shares
of Common Stock pursuant to the terms thereof, the Optionee, at no additional
cost, shall be entitled to receive, upon exercise of the Option, such other
assets and property, including cash, to which he would have been entitled if at
the time of such merger, consolidation or other transaction he had been the
holder of the number of shares of Common Stock equal to the number of shares as
to which the Option shall then be so exercised. Comparable rights shall accrue
to each optionee in the event of successive mergers or consolidations of the
character described above.
After a merger of the Company into one or more corporations, after any
consolidation of the Company and any one or more corporations, or after any
other corporate transaction described in section 424(a) of the Code in which the
Company is not the surviving corporation the Optionee shall, at no additional
cost, be entitled, at the option of the surviving corporation, (i) to have the
Option assumed or to have a new option substituted for the Option by the
surviving corporation to the transaction, or a parent or subsidiary of such
corporation, on a basis where the excess of the aggregate fair market value of
the shares subject to the Option immediately after the substitution or
assumption over the aggregate option price of the option is equal to the excess
of the aggregate fair market value of all shares subject to the Option
immediately before such substitution or assumption over the aggregate Option
Price, provided that the shares subject to the new option must be traded on the
New York or American Stock Exchange or quoted on the National Association of
Securities Dealers Automated Quotation National Market System (or successor
system), or (ii) to receive upon any exercise of the Option, in lieu of the
number of shares as to which the Option shall then be so exercised, the
securities, property and other assets, including cash, to which the Optionee
would have been entitled pursuant to the terms of the agreement or merger or
consolidation or the agreement giving rise to the other corporate transaction if
at the time of such merger, consolidation or other transaction the Optionee had
been the holder of the number of shares of Common Stock equal to the number of
shares as to which the Option shall then be so exercised.
If a corporate transaction described in section 424(a) of the Code
which involves the Company is to take place and there is to be no surviving
corporation while the Option remains in whole or in part unexercised, it shall
be cancelled by the Board of Directors of the Company as of the effective date
of any such corporate transaction but before the date the Optionee shall be
provided with a notice of such cancellation and the Optionee shall have the
right to exercise the Option in full (without regard to any limitations on
exercise set forth in or imposed by this Agreement) to the extent it is then
still unexercised during a 30-day period preceding the effective date of such
corporate transaction.
For purposes of this Xxxxxxxxx 0, Xxxx Xxxxxx Value per share of Common
Stock shall mean the closing price of a share of Common Stock as reported by the
principal national securities exchange on which the Common Stock is then listed
if the Common Stock is then listed on a national securities exchange, or the
average bid and asked prices of a share of Common Stock as
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reported in the National Association of Securities Dealers Automated Quotation
National Market System (or successor system) listing if the Common Stock is not
then listed on a national securities exchange, on the trading day immediately
preceding the first trading day on which, as a result of the establishment of a
record date or otherwise, the trading price reflects that an acquiror of Common
Stock in the public market will not participate in or receive the payment of any
applicable dividend or distribution.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock then
subject to the Options.
3. Exercise of the Option. The Option may be exercised from time to
time as to the total number of shares that may then be issuable upon the
exercise thereof or any portion thereof in the manner and subject to the
limitations provided for in Paragraph 1 hereof.
4. Assignment. The Option may not be transferred or assigned in any
manner by the Optionee except by will or the laws of descent and distribution,
and shall be exercisable during the Optionee lifetime only by him.
5. Requirement of Law. The Company shall not be required to sell or
issue any shares on the exercise of the Option if the issuance of such shares
shall constitute a violation by the Optionee or the Company of any provisions of
any law or regulation of any governmental authority. The Option shall be subject
to the requirements that, if at any time the Board of Directors of the Company
shall determine that the listing, registration or qualification of the shares
subject thereto upon any securities exchange or under any state or federal law
of the United States or of any other country or governmental subdivision
thereof, or the consent or approval of any governmental regulatory body, or
investment or other representations, are necessary or desirable in connection
with the issue or purchase of shares subject thereto, the Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent, approval or representation shall have been effected or obtained free of
any condition not acceptable to the Board of Directors of the Company. If
required at any time by the Board of Directors of the Company, the Option may
not be exercised until the Optionee has delivered an investment letter to the
Company. In addition, specifically in connection with the Securities Act of 1933
(as now in effect or hereafter amended), upon exercise of the Option, the
Company shall not be required to issue the underlying shares unless the Board of
Directors of the Company has received evidence satisfactory to it to the effect
that the Optionee will not transfer such shares except pursuant to a
registration statement in effect under such Act or unless an opinion of counsel
satisfactory to the Board of Directors of the Company has been received by the
Company to the effect that such registration is not required. Any determination
in this connection by the Board of Directors of the Company shall be final,
binding and conclusive. In the event the shares issuable on exercise of the
Option are not registered under the Securities Act of 1933, the Company may
imprint on the certificate for such shares the following legend or any other
legend which counsel for the Company considers necessary or advisable to comply
with Securities Act of 1933:
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The shares of stock represented by this certificate have not
been registered under the Securities Act of 1993 or under the
securities laws of any state and may not be sold or
transferred except upon such registration or upon receipt by
the Corporation of an opinion of counsel satisfactory to the
Corporation, in form and substance satisfactory to the
Corporation, that registration is not required for such sale
or transfer.
The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act of 1933. The Company
shall not be obligated to take any other affirmative action in order to cause
the exercise of the Option or the issuance of shares of Common Stock pursuant
thereto to comply with any law or regulation of any governmental authority.
6. Death of Optionee. If the Optionee dies , the Option shall continue
in effect until the date the Option is otherwise due to expire in accordance
with Paragraph 1 hereof. After the death of the Optionee, his executors,
administrators or any persons to whom the Option may be transferred by will or
by the laws of descent and distribution shall have the right, at any time prior
to the Option's expiration to exercise it.
7. Amendment. This Agreement may not be changed, amended or modified
except by an agreement in writing signed on behalf of each of the parties
hereto.
8. No Rights as a Stockholder. The Optionee shall not have any rights
as a stockholder with respect to any shares of Common Stock issuable upon the
exercise of the Option until the date of issuance of the stock certificate or
certificates representing such shares following the Optionee's exercise of the
Option pursuant to its terms and conditions and payment for such shares. Except
as otherwise provided in this Agreement, no adjustment shall be made for
dividends or other distributions made with respect to the Common Stock the
record date for the payment of which is prior to the date of issuance of the
stock certificate or certificates representing such shares following the
Optionee's exercise of the Option.
9. Governing Law. The validity, construction and performance of this
Agreement shall be governed by the laws of the State of Texas. Any invalidity of
any provision of this Agreement shall not affect the validity of any other
provision.
10. Notices. All notices, demands, requests or other communications
hereunder shall be in writing and shall be deemed to have been duly made or
given if mailed by registered or certified mail, return receipt requested. Any
such notice mailed to the Company shall be addressed to its principal executive
office at 0000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxx 00000, and
any notice mailed to the Optionee shall be addressed to the Non-Employees
Director's residence address as it appears on the books and records of the
Company or to such other address as either party may hereafter designate in
writing to the other.
11. Binding Effect. This Agreement shall, except as otherwise provided
to the contrary in this Agreement, inure to the benefit of and bind the
successors and assigns of the Company. This Agreement shall, except as otherwise
provided to the contrary in this Agreement, inure to the benefit of and bind the
heirs, executors, administrators and legal representatives of the Optionee.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
as of the day and year first above mentioned.
GRANT PRIDECO, INC.
By:
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Name:
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Title:
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Optionee
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