EXHIBIT 10.79
TRITON ENERGY LIMITED
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1997 SHARE COMPENSATION PLAN
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NON-EMPLOYEE DIRECTOR'S NON-QUALIFIED
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STOCK OPTION AGREEMENT
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1. Grant of Option. Pursuant to the Triton Energy Limited 1997 Share
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Compensation Plan (as restated and/or amended, the "Plan"), for employees and
directors of Triton Energy Limited, a Cayman Islands company (the "Company"), or
any of its Subsidiaries, the Company grants to
(Name of Option Holder)
an option to purchase from the Company a total of FIFTEEN THOUSAND (15,000) full
Ordinary Shares ("Optioned Shares"), $.01 par value ("Ordinary Shares"), of the
Company at $________ per share (being the fair market value per share of the
Ordinary Shares on this Date of Grant), in the amounts, during the periods and
upon the terms and conditions set forth in this Agreement. The Date of Grant of
this Stock Option is ___________________.
2. Time of Exercise. This Stock Option is fully exercisable as to 100%
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of the total optioned shares at any time on and after the Date of Grant. No
part of this Stock Option may be exercised after the expiration of ten (10)
years from the Date of Grant.
3. Subject to Plan. This Stock Option and its exercise are subject to
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the terms and conditions of the Plan. The Option Holder acknowledges receipt of
a copy of the Plan and the Plan is incorporated herein by reference. The
defined terms used herein that are defined in the Plan shall have the same
meanings assigned to them in the Plan. In addition, this Stock Option is
subject to any rules promulgated pursuant to the Plan by the Board or the
Committee.
4. Term. Subject to Article VIII of the Plan (including regarding
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termination for Cause), this Stock Option, or applicable portions thereof, will
terminate upon the earliest to occur of the following:
(a) 5 p.m., Dallas, Texas time, on ______________________; or
(b) 5 p.m., Dallas, Texas time, on the date which is five years
following the date that the Option Holder's service as a director of the Company
terminates for any reason other than Cause.
5. Who May Exercise. During the lifetime of the Option Holder, this
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Stock Option may be exercised only by the Option Holder, or by the Option
Holder's guardian or by any permitted transferee. If the Option Holder's
service as a director of the Company terminates as a result of death, Disability
or Retirement prior to the termination date specified in Section 4(a) hereof and
the Option Holder has not exercised this Stock Option as to the percentage of
Optioned Shares set forth in Section 2 hereof as of the date of death,
Disability or Retirement, the following persons (in addition to any permitted
transferee) may exercise the exercisable portion of this Stock Option as set
forth in Section 2 hereof on behalf of the Option Holder at any time prior to
the earlier of the dates specified in Sections 4(a) and (b) hereof: (i) if the
Option Holder is disabled or has retired, the Option Holder or his guardian; or
(ii) if the Option Holder dies, the personal representative of his estate, or
the person who acquired the right to exercise this Stock Option by bequest or
inheritance or by reason of the death of the Option Holder; provided that this
Stock Option shall remain subject to the other terms of this Agreement, the
Plan, and applicable laws, rules, and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised only
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with respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as
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the Board or the Committee may from time to time adopt, this Stock Option may be
exercised only upon written notice to the Company of the number of shares being
purchased accompanied by the following:
(a) Full payment of the option price for the shares of stock being
purchased; and
(b) Such other documents as the Company in its discretion deems
necessary to evidence the exercise, in whole or in part, of this Stock Option.
Full payment for shares purchased upon exercise of a Stock Option shall be
made either in (i) cash, (ii) by certified or cashier's check, (iii) by Ordinary
Shares, (iv) if permitted by the Committee, and if permitted under applicable
law, by cash or certified or cashier's check for the par value of the shares
plus a promissory note for the balance of the purchase price, which note shall
provide for full personal liability of the maker and shall contain such other
terms and provisions as the Committee may determine, including without
limitation the right to repay the note partially or wholly with Ordinary Shares,
(v) by delivery of a copy of irrevocable instructions from the Option Holder to
a broker or dealer, reasonably acceptable to the Company, to sell certain of the
shares purchased upon exercise of the Stock Option or to pledge them as
collateral for a loan and promptly deliver to the Company the amount of sale or
loan proceeds necessary to pay such purchase price or (vi) any combination of
the foregoing. If any portion of the purchase price or a note given at the time
of exercise is paid in Ordinary Shares, those shares shall be valued at the then
Fair Market Value.
8. Assignability. This Stock Option shall not be transferable by the
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Option Holder, except (i) by will or by the laws of descent and distribution,
(ii) pursuant to the terms of a domestic relations order (as defined by the
Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder), or (iii) to
members of the Option Holder's immediate family (i.e., parents, children,
grandchildren or spouse), trusts for the benefit of such immediate family
members, and partnerships in which such immediate family members are partners;
provided that any such transfer shall be in accordance with all applicable laws,
rules and regulations; and provided further that the provisions of this Stock
Option Agreement and the Plan that are governed by the Option Holder's status as
an Employee or Director of the Company shall continue in effect notwithstanding
any such transfer.
9. Rights as Shareholder. The Option Holder will have no rights as a
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shareholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of Shares and Related Matters. The Option
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Holder understands that in the event of a Change of Control, merger,
consolidation, reorganization, recapitalization of the Company, or the
declaration of a stock dividend, the number of shares which may be purchased
upon exercise of this Stock Option granted hereunder, the time at which any
Stock Option may be exercisable, and the exercise price thereof may be adjusted
in accordance with the Plan.
11. Option Holder's Representations. Notwithstanding any of the
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provisions hereof, the Option Holder hereby agrees that he will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Option Holder hereunder, if the exercise thereof or the
issuance of such shares shall constitute a violation by the Option Holder or the
Company of any provision of any law or regulation of any governmental authority
or shall not be in compliance with the listing requirements of a stock exchange.
Any determination in this connection by the Board shall be final, binding, and
conclusive. The obligations of the Company and the rights of the Option Holder
are subject to all applicable laws, rules and regulations including, without
limitation, the 1934 Act, the Code, any successors thereto, and any other
applicable laws.
12. Investment Representation. Unless the Ordinary Shares are issued
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to him in a transaction registered under applicable federal and State securities
laws, by his or her execution hereof, the Option Holder represents and warrants
to the Company that all Ordinary Shares which may be purchased hereunder will be
acquired by the Option Holder for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of Federal or
state securities laws. Unless the Ordinary Shares are issued to him in a
transaction registered under applicable federal and State securities laws, all
certificates issued with respect to the Ordinary Shares shall bear an
appropriate restrictive investment legend.
13. Law Governing. This Agreement is intended to be performed in the
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State of Texas and shall be construed and enforced in accordance with and
governed by the laws of Texas.
14. Invalidity of Provision. The invalidity or unenforceability of any
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provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction. If any provision of this Agreement shall be adjudged
unreasonable in any judicial or administrative proceeding, then the court or
administrative body shall have the power to reform such provision and, in its
changed form, such provision shall then be enforceable and shall be enforced.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Option Holder, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement,
as of the date specified in Section 1 hereof.
TRITON ENERGY LIMITED
By:___________________________________
OPTION HOLDER:
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