EXHIBIT 4.5
SECOND AMENDMENT TO
ATP OIL & GAS CORPORATION
1998 STOCK OPTION PLAN
WHEREAS, ATP OIL & GAS CORPORATION, a Texas corporation (the "Company") has
heretofore adopted the ATP OIL & GAS CORPORATION 1998 STOCK OPTION PLAN (the
"Plan"); and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan shall be amended as follows, effective upon the
date this amendment is adopted by the Board of Directors of the Company:
1. Section 6(g) of the Plan shall be deleted and the following shall be
substituted therefor:
"(g) Assignability. An ISO shall not be assignable or otherwise
transferable except by will or the laws of descent and distribution, and
during the lifetime of an Optionee, an option shall be exercisable only by
him or his guardian or legal representative. A Nonqualified Option shall
not be assignable or otherwise transferable except (i) by will or the laws
of descent and distribution, (ii) pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder, or (iii) with the consent of the Committee."
2. Section 6(l) of the Plan shall be deleted and the following shall be
substituted therefor:
"(l) Change in Control. If the Company shall be a party to a merger
or consolidation that results in at least 40% of the total voting power
represented by the voting stock of the Company (or the successor to the
Company) outstanding immediately after such merger or consolidation being
owned or controlled (including, without limitation, the power to vote) by
persons or entities other than the shareholders of the Company immediately
prior to such merger or consolidation (a `Transaction'), then, except as
provided in any option agreement, upon the consummation of such
Transaction, all outstanding options shall immediately vest and become
exercisable and such options shall continue to be exercisable for the
remainder of the applicable option term. Further, if (i) the Company shall
not be the surviving entity in a merger or consolidation (or survives only
as a subsidiary of an entity) other than a Transaction as described in the
preceding sentence, (ii) the Company sells, leases or exchanges or agrees
to sell, lease or exchange all or substantially all of its assets to any
other person or entity, (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 50% 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 in clauses (i), (ii), (iii) (iv) and (v) herein as a
`Corporate Change'), no later than (x) 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 (y) thirty days after a Corporate Change of the type described
in clause (iv), the Committee, acting in its sole discretion without the
consent or approval of any Optionee, shall effect one or more of the
following alternatives, which alternatives may vary among individual
Optionee 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 cause the
Company to pay to each Optionee an amount of cash per share equal to the
excess, if any, of the `Change of Control Value' (as hereinafter defined)
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 the number and class of shares of Common Stock covered by
an option theretofore granted shall be adjusted so that such option shall
thereafter cover 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 Common
Stock then covered by such option. For the purposes of clause (2) of the
preceding sentence, the `Change of Control Value' shall equal the amount
determined in clause (A), (B) or (C), whichever is applicable, as follows:
(A) the per share price offered to shareholders of the Company in any such
merger, consolidation, sale of assets or dissolution transaction, (B) the
price per share offered to shareholders of the Company in any tender offer
or exchange offer whereby a Corporate Change takes place, or (C) 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 paragraph 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. The provisions contained in this paragraph shall not terminate any
rights of the Optionee to further payments pursuant to any other agreement
with the Company following a Transaction or Corporate Change."
3. As amended hereby, the Plan is specifically ratified and reaffirmed.
EXECUTED this 3rd day of January, 2001.
ATP OIL & GAS CORPORATION
By: /s/ T. Paul Bulmahn
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