OPTION AGREEMENT
THIS IS TO CERTIFY THAT, for value received and subject to the
provisions hereinafter set forth, the undersigned herewith grants to Xxxx Xxxxx
(the "Holder") the right to purchase 16,832 shares of the common stock (the
"Shares") of Cal Dive International, Inc., a Minnesota corporation, and its
successors and assigns (the "Company"). The exercise price for the Shares shall
be equal to $45.048 per share. This Option will expire on the earlier of (i) the
date upon which Xxxxxx X. Xxxxx sells all of his shares or (ii) the date upon
which the Holder is terminated by the Company for Cause or voluntarily
terminates employment. The defined terms in the preceding sentence have the
meanings ascribed to them in that certain Amended and Restated Shareholders
Agreement (the "Shareholders Agreement") dated as of January 12, 1995, by and
among the Company, Secured Energy Assets Fund, Limited Partnership, First
Reserve Fund V, Limited Partnership, First Reserve Fund VI, Limited Partnership,
and First Reserve Fund V-2, Limited Partnership (the "Funds"), Xxxxxx X. Xxxxx,
Xxxx Xxxxx and S. Xxxxx Xxxxxx, individually, and as Trustees of the Cal Dive
International, Inc. Voting Trust. The exercise price per share (the "Per Share
Option Price") when multiplied by the number of shares to be purchased hereunder
shall be referred to as the "Aggregate Option Price."
The following is a statement of rights of the Holder of this Option and
the terms and conditions to which this Option is subject, to which terms the
Holder hereof, by the acceptance of this Option, agrees.
1. EXERCISE OF OPTION. The exercise of this Option shall be contingent on all of
the following:
(a) Holder shall have sold only 25,000 shares of the common stock of
Cal Dive International as contemplated by the Purchase Agreement
dated January 12, 1995, by and between the Company, the Funds,
Xxxxxx X. Xxxxx, Xxxx Xxxxx and S.Xxxxx Xxxxxx, Xx.,
individually, and as Trustees of the voting Trust, and Xxxxxx X.
Xxxxx; and Xxxxxx X. Xxxxx shall have sold an additional 42,007
shares as provided for therein.
(b) The Holder's payment to the undersigned of the Aggregate Option
Price by wire transfer (together with a written statement
specifying that the Holder intends to exercise the rights under
the Option) for the Shares so purchased,
(c) The Holder must be employed by the Company on the date the
Option is exercised, and
(d) The Holder must agree to execute such instruments and to take
such further actions such that the Shares shall remain subject to
the Shareholders Agreement, as the same may be hereafter amended
from time to time. This Option may be exercised in whole or in
part, one time only, on or before the expiration of this Option.
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2. RESERVATION OF STOCK. The undersigned shall, at all times prior to the
expiration of this Option, reserve and keep available, out of the common
stock of the Company held by the undersigned, for the purposes of sale
upon exercise of this Option, such number of the shares of the Company's
common stock as shall from time to time be sufficient for the exercise
of this Option in whole.
3. ANTIDILUTION ADJUSTMENTS.
3.1. ADJUSTMENT OF THE SHARES AND THE PER SHARE OPTION PRICE.
(a) In case at any time the Company shall subdivide its outstanding
shares of common stock into a greater number of shares, the Per
Share Option Price in effect immediately prior to such a
subdivision shall be proportionately reduced (and the Shares
proportionately increased), and conversely, in case the
outstanding shares of common stock of the Company shall be
combined into a smaller number of shares, the Per Share Option
Price in effect immediately prior to such combination shall be
proportionately increased (and the Shares proportionately
decreased).
3.2. STOCK DIVIDENDS. In case any time the Company takes a record of
holders of common stock for the purpose of entitling them to
receive a dividend payable in common stock, the Holder shall
thereafter be entitled to receive, upon the exercise of this
Option, in addition to the Shares deliverable in accordance with
the provisions hereof, such proportionate number of additional
stock dividend Shares which the Holder would have been entitled
to receive had the Option been exercised immediately prior to the
taking of such record for such stock dividend.
4. NO VOTING RIGHTS
This Option shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.
5. REGISTRATION RIGHTS AGREEMENT
The undersigned and the Holder shall take all reasonable and practicable
actions that they can so that the provisions of the Registration Rights
Agreement dated as of January 12, 1995, by and among the Company, the
Funds, Xxxxxx X. Xxxxx, Xxxx Xxxxx and S. Xxxxx Xxxxxx, which provides
rights to registration under the Securities Act of 1993, as amended, are
hereby incorporated herein by reference and made a part hereof and shall
be deemed to apply to the registration of the Shares.
6. NO TRANSFER
This Option is not transferable by either party to this Agreement
without the prior written consent of the other party.
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7. TAX WITHHOLDING
Whenever shares of Stock are sold due to the exercise of this Option,
the undersigned may require as a pre-condition to such sale that the
Holder remit to the Company an amount sufficient to satisfy any
applicable federal, state, or local withholding taxes relating to any
taxes due, including the value thereof. It is agreed that all such taxes
shall be the obligation of the Holder and not the undersigned.
8. GOVERNING LAW
This Option shall be construed and interpreted in accordance with, and
governed by, the law of the State of Minnesota without regard to the
principles of conflicts of law.
IN WITNESS WHEREOF, the undersigned has caused this Option to be duly
executed and delivered on this 25th day of February, 1995.
/s/ XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
The foregoing is accepted and agreed
to this 25th day of February, 1995.
/s/ XXXX XXXXX
Xxxx Xxxxx
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