C
Exhibit 10.3.3
AMENDMENT NO. 1
TO THE
ATWOOD OCEANICS, INC.
1996 INCENTIVE EQUITY PLAN
Pursuant to the terms and provisions of Section 9 of the Atwood Oceanics,
Inc. 1996 Incentive Equity Plan (the "Plan"), Atwood Oceanics, Inc., a Texas
corporation (the "Company"), hereby adopts the following Amendment No. 1 to the
Plan (the "Amendment No. 1").
1.
Subsections (e), (f), (g) and (h) of Section 6 of the Plan are hereby
amended in their entirety by substituting the following therefor:
"(e) Transferability of Options. The Committee may, in its
discretion, authorize all or a portion of any Non-Qualified Stock
Options to be granted on terms which permit transfer by the participant
to (i) the spouse, children or grandchildren of the participant, (ii) a
trust or trusts for the exclusive benefit of the spouse, children or
grandchildren of the participant, or (iii) a partnership in which the
spouse, children or grandchildren of the participant are the only
partners; provided in each case that (x) the stock option agreement
pursuant to which such Stock Options are granted must be approved by
the Committee, and must expressly provide for transferability in a
manner consistent with this section, and (y) subsequent transfers of
transferred options shall be prohibited except those made in accordance
with this section or by will or by the laws of descent and
distribution. Following transfer, any such Stock Options shall continue
to be subject to the same terms and conditions as were applicable
immediately prior to transfer. The provisions with respect to
termination of employment set forth in subsections (f), (g) and (h) of
this Section 6 shall continue to apply with respect to the participant,
in which event the Stock Options shall be exercisable by the transferee
only to the extent and for the periods specified herein. The
participant will remain subject to withholding taxes upon exercise of
any such Stock Option by the transferee. The Company shall have no
obligation whatsoever to provide notice to any transferee of any
matter, including without limitation, early termination of a Stock
Option on account of termination of employment of the participant.
"Except as set forth above and in the applicable stock option
agreement, no Stock Option shall be transferable otherwise than by will
or by laws of descent and distribution, and all Stock Options shall be
exercisable, during the participant's lifetime, only by the
participant. At the request of a participant, Stock purchased upon
exercise of a Stock Option may be issued or transferred into the name
of the participant and another person jointly with rights of
survivorship.
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"(f) Termination by Death. Subject to Section 6(i), if a
participant's employment by the Company or any Subsidiary or Affiliate
terminates by reason of death, any Stock Option theretofore granted to
such participant may thereafter be exercised, to the extent it was
exercisable at the time of death or on such accelerated basis as the
Committee may determine at or after grant, for a period of one year (or
such other period up to three years as the Committee may specify) from
the date of death or until the expiration of the stated term of such
Stock Option, whichever period is shorter.
"(g) Termination by Reason of Disability or Retirement.
Subject to Section 6(i), if a participant's employment by the Company
or any Subsidiary or Affiliate terminates by reason of Disability or
Retirement, any Stock Option theretofore granted to such participant
may thereafter be exercised, to the extent it was exercisable at the
time of such termination or on such accelerated basis as the Committee
may determine at or after grant, for a period of three years (or such
shorter period as the Committee may specify at grant) from the date of
such termination of employment or until the expiration of the stated
term of such Stock Option, whichever period is shorter; provided,
however, that, if the participant dies within such three-year period
(or such shorter period), any unexercised Stock Option theretofore
granted to such participant shall thereafter be exercisable, to the
extent to which it was exercisable at the time of death, for a period
of one year from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter. In
the event of termination of employment by reason of Disability or
Retirement, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section
422 of the Code, such Stock Option shall thereafter be treated as a
Non-Qualified Stock Option.
"(h) Other Termination of Employment. Unless otherwise
determined by the Committee at or after grant, if a participant's
employment by the Company or any Subsidiary or Affiliate terminates for
any reason other than death, Disability or Retirement, any Stock Option
theretofore granted to such participant may thereafter be exercised, to
the extent it was exercisable at the time of such termination, for a
period of three months from the date of such termination of employment
or until the expiration of the stated term of such Stock Option,
whichever period is shorter; provided, however, that, if the
termination was for Cause, any and all Stock Options theretofore
granted to such participant shall be immediately canceled."
2.
Each amendment made by this Amendment No. 1 to the Plan has been effected
in conformity with the provisions of
the Plan.
3. This Amendment No. 1 was adopted by the Board of Directors of the
Company on September 2, 1999. Approval of this Amendment No. 1 by the
shareholders of the Company is not required pursuant to the terms and provisions
of the Plan or by applicable law.
Dated: September 2, 1999.
ATWOOD OCEANICS, INC.
/s/ James M. Holland
James M. Holland
Senior Vice President