EXHIBIT 10.2
SEAGULL ENERGY CORPORATION
1993 STOCK OPTION PLAN
I. Purpose of the Plan
The SEAGULL ENERGY CORPORATION 1993 STOCK OPTION PLAN (the "Plan") is
intended to provide a means whereby certain employees of SEAGULL ENERGY
CORPORATION, a Texas corporation (the "Company"), and its subsidiaries may
develop a sense of proprietorship and personal involvement in the development
and financial success of the Company, and to encourage them to remain with and
devote their best efforts to the business of the Company, thereby advancing the
interests of the Company and its shareholders. Accordingly, the Company may
grant to certain employees ("Optionees") the option ("Option") to purchase
shares of the common stock of the Company ("Stock"), as hereinafter set forth.
Options granted under the Plan may be either incentive stock options, within the
meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), ("Incentive Stock Options") or options which do not constitute
Incentive Stock Options.
II. Administration
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board") which shall
be constituted so as to permit the Plan to comply with Rule 16b-3, as currently
in effect or as hereinafter modified or amended ("Rule 16b-3"), promulgated
under the Securities Exchange Act of 1934, as amended (the "1934 Act"). The
Committee shall have sole authority to select the Optionees from among those
individuals eligible hereunder and to establish the number of shares which may
be issued under each Option. In making such determination, the Committee may
take into account the nature of the services rendered by such individuals, their
present and potential contributions to the Company's success and such other
factors as the Committee in its discretion shall deem relevant. The Committee is
authorized to interpret the Plan and may from time to time adopt such rules and
regulations, consistent with the provisions of the Plan, as it may deem
advisable to carry out the Plan. All decisions made by the Committee in
selecting the Optionees, in establishing the number of shares which may be
issued under each Option and in construing the provisions of the Plan shall be
final.
III. Option Agreements
(a) Each Option shall be evidenced by a written agreement between the
Company and the Optionee ("Option Agreement") which shall contain such terms and
conditions as may be approved by the Committee. The terms and conditions of the
respective Option Agreements need not be identical. Specifically, an Option
Agreement may provide for the surrender of the right to purchase shares under
the Option in return for a payment in cash or shares of Stock or a combination
of cash and shares of Stock equal in value to the excess of the fair market
value of the shares with respect to which the right to purchase is surrendered
over the option price therefor ("Stock Appreciation Rights"), on such terms and
conditions as the Committee in its sole discretion may prescribe; provided, that
with respect to Stock Appreciation Rights granted to employees who are subject
to Section 16 of the 1934 Act, except as provided in Subparagraph VIII(c)
hereof, the Committee shall retain final authority (i) to determine whether an
Optionee shall be permitted, or (ii) to approve an election by an Optionee, to
receive cash in full or partial settlement of Stock Appreciation Rights.
Moreover, an Option Agreement may provide for the payment of the option price,
in whole or in part, by the delivery of a number of shares of Stock (plus cash
if necessary) having a fair market value equal to such option price. Finally, in
the case of an option which does not constitute an Incentive Stock Option, an
Option Agreement may provide for payment of the amount of federal or state
income tax withholding required with respect to the exercise of such Option by
permitting an Optionee to surrender shares of Stock to the Company, or authorize
the Company to withhold from shares of Stock acquired upon exercise of such
Option shares of Stock equal in value to such withholding.
(b) For all purposes under the Plan, the fair market value of a share of
Stock on a particular date shall be equal to the closing price of the Stock on
the New York Stock Exchange Composite Tape on that date, or if no such price is
reported on that date, on the last preceding date on which such price of the
Stock is so reported.
(c) Each Option and all rights granted thereunder shall not be transferable
other than by will or the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by the Optionee or the
Optionee's guardian or legal representative.
IV. Eligibility of Optionee
Options may be granted only to individuals who are key employees (including
officers and directors who are also key employees) of the Company or any parent
or subsidiary corporation (as defined in section 424 of the Code) of the Company
at the time the Option is granted. Options may be granted to the same individual
on more than one occasion. No Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of its parent or subsidiary corporation, within the
meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is
granted the option price is at least 110% of the fair market value of the Stock
subject to the Option and (ii) such Option by its terms is not exercisable after
the expiration of five years from the date of grant. To the extent that the
aggregate fair market value (determined at the time the respective Incentive
Stock Option is granted) of stock with respect to which Incentive Stock Options
are exercisable for the first time by an individual during any calendar year
under all incentive stock option plans of the Company and its parent and
subsidiary corporations exceeds $100,000, such excess Incentive Stock Options
shall be treated as Options which do not constitute Incentive Stock Options. The
Committee shall determine, in accordance with applicable provisions of the Code,
Treasury Regulations and other administrative pronouncements, which of an
Optionee's Incentive Stock Options will not constitute Incentive Stock Options
because of such limitation and shall notify the Optionee of such determination
as soon as practicable after such determination.
V. Shares Subject to the Plan
The aggregate number of shares which may be issued under Options granted
under the Plan shall not exceed 600,000 shares of Stock. Such shares may consist
of authorized but unissued shares of Stock or previously issued shares of Stock
reacquired by the Company. Any of such shares which remain unissued and which
are not subject to outstanding Options at the termination of the Plan shall
cease to be subject to the Plan, but, until termination of the Plan, the Company
shall at all times make available a sufficient number of shares to meet the
requirements of the Plan. Should any Option hereunder expire or terminate prior
to its exercise in full, the shares theretofore subject to such Option may again
be subject to an Option granted under the Plan to the extent permitted under
Rule 16b-3. The aggregate number of shares which may be issued under the Plan
shall be subject to adjustment in the same manner as provided in Paragraph VIII
hereof with respect to shares of Stock subject to Options then outstanding.
Exercise of an Option in any manner, including an exercise involving a Stock
Appreciation Right, shall result in a decrease in the number of shares of Stock
which may thereafter be available, both for purposes of the Plan and for sale to
any one individual, by the number of shares as to which the Option is exercised.
Separate stock certificates shall be issued by the Company for those shares
acquired pursuant to the exercise of an Incentive Stock Option and for those
shares acquired pursuant to the exercise of any Option which does not constitute
an Incentive Stock Option.
VI. Option Price
The purchase price of Stock issued under each Option shall be determined by
the Committee, but in the case of an Incentive Stock Option, such purchase price
shall not be less than the fair market value of Stock subject to the Option on
the date the Option is granted.
VII. Term of Plan
The Plan shall be effective upon the date of its adoption by the Board,
provided the Plan is approved by the shareholders of the Company within twelve
months thereafter. Notwithstanding any provision in this Plan or in any Option
Agreement, no Option shall be exercisable prior to such shareholder approval.
Except with respect to Options then outstanding, if not sooner terminated under
the provisions of Paragraph IX, the Plan shall terminate upon and no further
Options shall be granted after the expiration of ten years from the date of its
adoption by the Board.
VIII. Recapitalization or Reorganization
(a) The existence of the Plan and the Options granted hereunder shall not
affect in any way the right or power of the Board or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities, the
dissolution or liquidation of the Company or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.
(b) The shares with respect to which Options may be granted are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration of
an Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Option may thereafter be exercised (i) in the event
of an increase in the number of outstanding shares shall be proportionately
increased, and the purchase price per share shall be proportionately reduced,
and (ii) in the event of a reduction in the number of outstanding shares shall
be proportionately reduced, and the purchase price per share shall be
proportionately increased.
(c) If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an Option theretofore granted the
Optionee shall be entitled to purchase under such Option, in lieu of the number
and class of shares of Stock then covered by such Option, the number and class
of shares of stock and securities to which the Optionee would have been entitled
pursuant to the terms of the recapitalization if, immediately prior to such
recapitalization, the Optionee had been the holder of record of the number of
shares of Stock then covered by such Option.
If (i) the Company shall not be the surviving entity in any merger,
consolidation or other reorganization (or survives only as a subsidiary of an
entity other than a previously wholly-owned subsidiary of the Company), (ii) the
Company sells, leases or exchanges all or substantially all of its assets to any
other person or entity (other than a wholly-owned subsidiary of the Company),
(iii) the Company is to be dissolved and liquidated, (iv) any person or entity,
including a "group" as contemplated by Section 13(d)(3) of the 1934 Act,
acquires or gains ownership or control (including, without limitation, power to
vote) of more than 40% of the outstanding shares of the Company's voting stock
(based upon voting power), or (v) as a result of or in connection with a
contested election of directors, the persons who were directors of the Company
before such election shall cease to constitute a majority of the Board (each
such event is referred to herein as a "Corporate Change"), then no later than
(a) ten days after the approval by the shareholders of the Company of such
merger, consolidation, reorganization, sale, lease or exchange of assets or
dissolution or such election of directors or (b) thirty days after a change of
control of the type described in Clause (iv), the Committee, acting in its sole
discretion without the consent or approval of any Optionee, shall act to effect
one or more of the following alternatives, which may vary among individual
Optionees and which may vary among Options held by any individual Optionee: (1)
accelerate the time at which Options then outstanding may be exercised so that
such Options may be exercised in full for a limited period of time on or before
a specified date (before or after such Corporate Change) fixed by the Committee,
after which specified date all unexercised Options and all rights of Optionees
thereunder shall terminate, (2) require the mandatory surrender to the Company
by selected Optionees of some or all of the outstanding Options held by such
Optionees (irrespective of whether such Options are then exercisable under the
provisions of the Plan) as of a date, before or after such Corporate Change,
specified by the Committee, in which event the Committee shall thereupon cancel
such Options and the Company shall pay to each Optionee an amount of cash per
share equal to the excess, if any, of the amount calculated in Subparagraph (d)
below (the "Change of Control Value") of the shares subject to such Option over
the exercise price(s) under such Options for such shares, (3) make such
adjustments to Options then outstanding as the Committee deems appropriate to
reflect such Corporate Change (provided, however, that the Committee may
determine in its sole discretion that no adjustment is necessary to Options then
outstanding) or (4) provide that thereafter upon any exercise of an Option
theretofore granted the Optionee shall be entitled to purchase under such
Option, in lieu of the number of shares of Stock then covered by such Option the
number and class of shares of stock or other securities or property (including,
without limitation, cash) to which the Optionee would have been entitled
pursuant to the terms of the agreement of merger, consolidation or sale of
assets and dissolution if, immediately prior to such merger, consolidation or
sale of assets and dissolution the Optionee had been the holder of record of the
number of shares of Stock then covered by such Option.
(d) For the purposes of clause (2) in Subparagraph (c) above, the "Change
of Control Value" shall equal the amount determined in clause (i), (ii) or
(iii), whichever is applicable, as follows: (i) the per share price offered to
shareholders of the Company in any such merger, consolidation, reorganization,
sale of assets or dissolution transaction, (ii) the price per share offered to
shareholders of the Company in any tender offer or exchange offer whereby a
Corporate Change takes place, or (iii) if such Corporate Change occurs other
than pursuant to a tender or exchange offer, the fair market value per share of
the shares into which such Options being surrendered are exercisable, as
determined by the Committee as of the date determined by the Committee to be the
date of cancellation and surrender of such Options. In the event that the
consideration offered to shareholders of the Company in any transaction
described in this Subparagraph (d) or Subparagraph (c) above consists of
anything other than cash, the Committee shall determine the fair cash equivalent
of the portion of the consideration offered which is other than cash.
(e) Any adjustment provided for in Subparagraphs (b) or (c) above shall be
subject to any required shareholder action.
(f) Except as hereinbefore expressly provided, the issuance by the Company
of shares of stock of any class or securities convertible into shares of stock
of any class, for cash, property, labor or services, upon direct sale, 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, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Stock subject to Options theretofore granted or the purchase price per
share.
IX. Amendment or Termination of the Plan
The Board in its discretion may terminate the Plan at any time with respect
to any shares for which Options have not theretofore been granted. The Board
shall have the right to alter or amend the Plan or any part thereof from time to
time; provided, that no change in any Option theretofore granted may be made
which would impair the rights of the Optionee without the consent of such
Optionee; and provided, further, that (i) the Board may not make any alteration
or amendment which would decrease any authority granted to the Committee
hereunder in contravention of Rule 16b-3 and (ii) the Board may not make any
alteration or amendment which would materially increase the benefits accruing to
participants under the Plan, increase the aggregate number of shares which may
be issued pursuant to the provisions of the Plan, change the class of
individuals eligible to receive Options under the Plan or extend the term of the
Plan, without the approval of the shareholders of the Company.
X. Securities Laws
(a) The Company shall not be obligated to issue any Stock pursuant to any
Option granted under the Plan at any time when the offering of the shares
covered by such Option have not been registered under the Securities Act of 1933
and such other state and federal laws, rules or regulations as the Company or
the Committee deems applicable and, in the opinion of legal counsel for the
Company, there is no exemption from the registration requirements of such laws,
rules or regulations available for the offering and sale of such shares.
(b) It is intended that the Plan and any grant of an Option made to a
person subject to Section 16 of the 1934 Act meet all of the requirements of
Rule 16b-3. If any provision of the Plan or any such Option would disqualify the
Plan or such Option under, or would otherwise not comply with, Rule 16b-3, such
provision or Option shall be construed or deemed amended to conform to Rule
16b-3.
NONSTATUTORY STOCK OPTION AGREEMENT
AGREEMENT made as of the ______ day of ________________, 19___, between
SEAGULL ENERGY CORPORATION, a Texas corporation (the "Company") and
____________________________ ("Employee").
To carry out the purposes of the SEAGULL ENERGY CORPORATION 1993 STOCK
OPTION PLAN (the "Plan"), by affording Employee the opportunity to purchase
shares of common stock of the Company ("Stock"), and in consideration of the
mutual agreements and other matters set forth herein and in the Plan, the
Company and Employee hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants to Employee the
right and option ("Option") to purchase all or any part of an aggregate of
______ shares of Stock, on the terms and conditions set forth herein and in the
Plan, which Plan is incorporated herein by reference as a part of this
Agreement. This Option shall not be treated as an incentive stock option within
the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended
(the "Code").
2. Purchase Price. The purchase price of Stock purchased pursuant to the
exercise of this Option shall be $_______ per share. For all purposes of this
Agreement, fair market value of Stock shall be determined in accordance with the
provisions of the Plan.
3. Exercise of Option. Subject to the earlier expiration of this Option as
herein provided, this Option may be exercised, by written notice to the Company
at its principal executive office addressed to the attention of its Corporate
Secretary, at any time and from time to time after the date of grant hereof,
but, except as otherwise provided below, this Option shall not be exercisable
for more than a percentage of the aggregate number of shares offered by this
Option determined by the number of full years from the date of grant hereof to
the date of such exercise, in accordance with the following schedule:
Percentage of Shares
Number of Full Years That May Be Purchased
Less than 1 year 0%
1 year 20%
2 years 40%
3 years 60%
4 years 80%
5 years or more 100%
Notwithstanding anything in this agreement to the contrary, the Committee
appointed by the Board of Directors to the Company to administer the Plan (the
"Committee") in its sole discretion may waive the foregoing schedule of vesting
and permit Employee to exercise the Option in such amount or amounts and at such
time or times as the Committee shall determine.
This Option is not transferable by Employee otherwise than by will or the
laws of descent and distribution, and may be exercised only by Employee during
Employee's lifetime and while Employee remains an employee of the Company,
except that:
(a) If Employee's employment with the Company terminates for cause or
voluntarily by Employee (other than by reason of normal retirement at or
after age sixty-five) without the written consent of the Company, this
Option shall immediately terminate and shall no longer be exercisable. For
purposes of this Agreement, "cause" shall mean Employee's gross negligence
or willful misconduct in performance of the duties of Employee's
employment, or Employee's final conviction of a felony or of a misdemeanor
involving moral turpitude.
(b) If Employee's employment with the Company terminates for any
reason other than death or as described in (a) above, this Option may be
exercised by Employee at any time during the period of three months
following such termination, or by Employee's estate (or the person who
acquires this Option by will or the laws of descent and distribution or
otherwise by reason of the death of Employee) during a period of one year
following Employee's death if Employee dies during such three-month period,
but in each case only as to the number of shares Employee was entitled to
purchase hereunder as of the date Employee's employment so terminates
unless such termination was by reason of retirement (including normal
retirement at or after age sixty-five or early retirement with the prior
written consent of the Company) or total and permanent disability in either
which case this Option shall be exercisable in full.
(c) If Employee dies while in the employ of the Company, Employee's
estate, or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of Employee,
may exercise this Option in full at any time during the period of one year
following the date of Employee's death.
This Option shall not be exercisable in any event after the expiration of
ten years from the date of grant hereof. The purchase price of shares as to
which this Option is exercised shall be paid in full at the time of exercise(a)
in cash (including check, bank draft or money order payable to the order of the
Company), (b) by delivering to the Company shares of Stock having a fair market
value equal to the purchase price, or (c) any combination of cash or Stock. No
fraction of a share of Stock shall be issued by the Company upon exercise of an
Option or accepted by the Company in payment of the purchase price thereof;
rather, Employee shall provide a cash payment for such amount as is necessary to
effect the issuance and acceptance of only whole shares of Stock. Unless and
until a certificate or certificates representing such shares shall have been
issued by the Company to Employee, Employee (or the person permitted to exercise
this Option in the event of Employee's death) shall not be or have any of the
rights or privileges of a shareholder of the Company with respect to shares
acquirable upon an exercise of this Option.
4. Withholding of Tax. To the extent that the exercise of this Option or
the disposition of shares of Stock acquired by exercise of this Option results
in compensation income to Employee for federal or state income tax purposes,
Employee shall deliver to the Company at the time of such exercise or
disposition such amount of money or shares of Stock as the Company may require
to meet its obligation under applicable tax laws or regulations. Employee may
elect with respect to this Option to surrender or authorize the Company to
withhold shares of Stock (valued at their fair market value on the date of
surrender or withholding of such shares) in satisfaction of any such withholding
obligation (a "Stock Surrender Withholding Election"); provided, however, that:
(a) Any Stock Surrender Withholding Election shall be made by written
notice to the Company and thereafter shall be irrevocable by Employee;
(b) Any Stock Surrender Withholding Election shall be subject to
disapproval by the Committee at any time;
(c) Any Stock Surrender Withholding Election shall be made prior to
the date Employee recognizes income with respect to the exercise of this
Option (the "Tax Date"); and
(d) If Employee is an "officer" of the Company or other person subject
to section 16(b) of the Securities Exchange Act of 1934, as amended, or any
successor law and wishes to make a Stock Surrender Withholding Election,
such person shall make any Stock Surrender Withholding Election:
(i) more than six months after the date of grant of this Option,
except that this limitation shall not apply in the event of death or
disability of Employee prior to the expiration of the six-month
period; and
(ii) either at least six months prior to the Tax Date or during
the period beginning on the third business day following the date of
release for publication of the Company's summary statement of sales
and earnings for a quarter or fiscal year and ending on the twelfth
business day following such date.
(e) When the Tax Date falls after the exercise of this Option and
Employee makes a Stock Surrender Withholding Election, the full number of
shares of Stock for which this Option is being exercised shall be issued,
but Employee shall be unconditionally obligated to deliver to the Company
on the Tax Date a number of shares of Stock having a value equal to any tax
required to be withheld.
If Employee fails to deliver such money or make a Stock Surrender
Withholding Election pursuant to this Paragraph, the Company is authorized to
withhold from any cash or Stock remuneration then or thereafter payable to
Employee any tax required to be withheld.
5. Status of Stock. The Company intends to register for issuance under the
Securities Act of 1933, as amended (the "Act") the shares of Stock acquirable
upon exercise of this Option, and to keep such registration effective throughout
the period this Option is exercisable. In the absence of such effective
registration or an available exemption from registration under the Act, issuance
of shares of Stock acquirable upon exercise of this Option will be delayed until
registration of such shares is effective or an exemption from registration under
the Act is available. The Company intends to use its best efforts to ensure that
no such delay will occur. In the event exemption from registration under the Act
is available upon an exercise of this Option, Employee (or the person permitted
to exercise this Option in the event of Employee's death or incapacity), if
requested by the Company to do so, will execute and deliver to the Company in
writing an agreement containing such provisions as the Company may require to
assure compliance with applicable securities laws.
Employee agrees that the shares of Stock which Employee may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state. Employee also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Committee deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records of
the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
6. Employment Relationship. For purposes of this Agreement, Employee shall
be considered to be in the employment of the Company as long as Employee remains
an employee of either the Company, a parent or subsidiary corporation (as
defined in section 424 of the Code) of the Company, or a corporation or a
parent or subsidiary of such corporation assuming or substituting a new option
for this Option. Any question as to whether and when there has been a
termination of such employment, and the cause of such termination, shall be
determined by the Committee, and its determination shall be final.
7. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Employee.
8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.
SEAGULL ENERGY CORPORATION
By: ______________________________________
______________________________________
Employee
AMENDMENT TO
STOCK OPTION AGREEMENT(S)
WHEREAS, SEAGULL ENERGY CORPORATION (the "Company") has previously adopted
the SEAGULL ENERGY CORPORATION 1981 STOCK OPTION PLAN, the SEAGULL ENERGY
CORPORATION 1981 STOCK OPTION PLAN (RESTATED), the SEAGULL ENERGY CORPORATION
1983 STOCK OPTION PLAN, the SEAGULL ENERGY CORPORATION 1983 STOCK OPTION PLAN
(RESTATED), the SEAGULL ENERGY CORPORATION 1986 STOCK OPTION PLAN, the SEAGULL
ENERGY CORPORATION 1986 STOCK OPTION PLAN (RESTATED), the SEAGULL ENERGY
CORPORATION 1990 STOCK OPTION PLAN and the SEAGULL ENERGY CORPORATION 1993 STOCK
OPTION PLAN (collectively, the "Option Plans"); and
WHEREAS, certain nonstatutory stock options ("NSOs") and incentive stock
options (collectively, "Options") have heretofore been granted to the optionee,
an employee of the Company other than an individual subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Employee"), that are currently
outstanding under the Option Plans, each of such Options being listed on the
schedule attached hereto and evidenced by a Nonstatutory Stock Option Agreement
or an Incentive Stock Option Agreement (collectively, the "Agreements"); and
WHEREAS, the Employee's employment with the Company will be terminated as
the result of the Company's workforce reduction, geographic consolidation and
segment disposition announced April 4, 1995, and the Company desires to amend
the Agreements in certain respects;
NOW, THEREFORE, the Agreements shall be amended as follows, effective as of
_______________ (Employee's employment termination date):
1. The vesting schedule contained in the Agreements shall be waived and all
Options outstanding under such Agreements shall be exercisable in full.
2. Notwithstanding any provision in the Agreements to the contrary, with
respect to any NSOs (or portions thereof) that were exercisable under the
Agreements as of _______________ (day before Employee's employment termination
date)("Vested NSOs"), such Vested NSOs shall continue to be exercisable by the
Employee, his estate or the person who acquires such Vested NSOs by will or the
laws of descent and distribution, at any time on or before December 31, 1996.
3. As amended hereby, the Agreements are specifically ratified and
reaffirmed.
IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed by one of its officers thereunto duly authorized, and the Employee has
executed this amendment, effective as of ________________ (Employee's employment
termination date).
SEAGULL ENERGY CORPORATION
By _______________________________________
_______________________________________
Employee
EMPLOYEE NAME: ___________________________________
DATES OF STOCK TYPE OF
OPTION AGREEMENTS: OPTION: OPTION PLAN:
_________________________ ___________________ ___________________
_________________________ ___________________ ___________________
_________________________ ___________________ ___________________
_________________________ ___________________ ___________________
_________________________ ___________________ ___________________
AMENDMENT TO
STOCK OPTION AGREEMENT(S)
WHEREAS, SEAGULL ENERGY CORPORATION (the "Company") has previously adopted
the SEAGULL ENERGY CORPORATION 1981 STOCK OPTION PLAN, the SEAGULL ENERGY
CORPORATION 1981 STOCK OPTION PLAN (RESTATED), the SEAGULL ENERGY CORPORATION
1983 STOCK OPTION PLAN, the SEAGULL ENERGY CORPORATION 1983 STOCK OPTION PLAN
(RESTATED), the SEAGULL ENERGY CORPORATION 1986 STOCK OPTION PLAN, the SEAGULL
ENERGY CORPORATION 1986 STOCK OPTION PLAN (RESTATED), the SEAGULL ENERGY
CORPORATION 1990 STOCK OPTION PLAN, the SEAGULL ENERGY CORPORATION 1993 STOCK
OPTION PLAN and the SEAGULL ENERGY CORPORATION 1995 OMNIBUS STOCK PLAN
(collectively, the "Option Plans"); and
WHEREAS, certain nonstatutory stock options and incentive stock options
(collectively, "Options") have heretofore been granted to the optionee, a
full-time active employee of the Company (the "Employee"), that are currently
outstanding under the Option Plans, each of such Options being listed on the
schedule attached hereto and evidenced by a Nonstatutory Stock Option Agreement
or an Incentive Stock Option Agreement (collectively, the "Agreements"); and
WHEREAS, the Employee's employment with the Company has been terminated in
connection with the consummation of the merger contemplated by the Agreement and
Plan of Merger by and among Seagull Energy Corporation, GNR Merger Corporation
and Global Natural Resources Inc. dated as of July 22, 1996, and the Company
desires to amend the Agreements in certain respects;
NOW, THEREFORE, the Agreements shall be amended as follows, effective as of
_______________ (Employee's employment termination date):
1. The vesting schedule contained in the Agreements shall be waived and all
Options outstanding under
such Agreements shall be exercisable in full.
2. Notwithstanding any provision in the Agreements to the contrary, all
Options shall continue to be exercisable by the Employee, his estate or the
person who acquires such Options by will or the laws of descent and
distribution, at any time on or before the first anniversary of Employee's
employment termination date.
3. As amended hereby, the Agreements are specifically ratified and
reaffirmed.
IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed by one of its officers thereunto duly authorized, and the Employee has
executed this amendment, effective as of ________________ (Employee's employment
termination date).
SEAGULL ENERGY CORPORATION
By ________________________
________________________
Employee
EMPLOYEE NAME: ___________________________________
DATES OF STOCK TYPE OF
OPTION AGREEMENTS: OPTION: OPTION PLAN:
_________________________ ___________________ ___________________
_________________________ ___________________ ___________________
_________________________ ___________________ ___________________
_________________________ ___________________ ___________________
_________________________ ___________________ ___________________