EXHIBIT 10.10
THIRD AMENDMENT TO THE
UNITED MERIDIAN CORPORATION
1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
This Third Amendment ("Third Amendment") to the United Meridian Corporation
1994 Employee Nonqualified Stock Option Plan (the "Plan") hereby amends the Plan
as follows effective as of _______________, 1996 (the "Effective Date"):
1. Section 4(d) of the Plan is amended and restated in its entirety to read
as follows:
"(d) Manner of Exercise. Option Shares purchased upon exercise
of options shall at the time of purchase be paid for in full. The
Company shall satisfy its employment tax and other tax withholding
obligations by requiring the optionee (or such optionee's estate or
representative) to pay the amount of employment tax and withholding tax,
if any, that must be paid under federal, state and local law due to the
exercise of the option. To the extent that the right to purchase shares
has accrued hereunder, options may be exercised from time to time by
written notice to the Company stating the full number of shares with
respect to which the option is being exercised and the time of delivery
thereof, which shall be at least fifteen days after the giving of such
notice unless an earlier date shall have been mutually agreed upon by
the optionee (or other person entitled to exercise the option) and the
Company, accompanied by payment to the Company of the purchase price in
full and the amount of employment tax and withholding tax due, if any,
upon the exercise of the option. Such payment shall be effected (i) by
certified or official bank check, (ii) by the delivery of a number of
shares of Common Stock (plus cash if necessary) having a fair market
value equal to the amount of such purchase price and employment or
withholding tax (subject to such restrictions or procedures as the
Company deems necessary to satisfy Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) or (iii) by
delivery of the equivalent thereof acceptable to the Company. The
Company will, as soon as reasonably possible notify the optionee (or
such optionee's representative) of the amount of employment tax and
other withholding tax that must be paid under federal, state and local
law due to the exercise of the option. At the time of delivery, the
Company shall, without transfer or issue tax to the optionee (or other
person entitled to exercise the option), deliver to the optionee (or to
such other person) at the principal office of the Company, or such other
place as shall be mutually agreed upon, a certificate or certificates
for the Option Shares, provided, however, that the time of delivery may
be postponed by the Company for such period as may be required for it
with reasonable diligence to comply with any requirements of law."
2. Section 4(e) of the Plan is amended and restated in its entirety to read
as follows:
"(e) Assignability of Options. Options granted hereunder may be
transferred by the optionee thereof to one or more permitted
transferees; provided that (i) there may be no consideration for such
transfer, (ii) the optionee (or such
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optionee's estate or representative) shall remain obligated to satisfy
all employment tax and other withholding tax obligations associated with
the exercise of the options, (iii) the optionee shall notify the Company
in writing that such transfer has occurred, the identity and address of
the permitted transferee and the relationship of the permitted
transferee to the optionee and (iv) of such transfer shall be effected
pursuant to transfer documents approved from time to time by the
Committee. To the extent an option transferred pursuant to this Section
4(e) is not fully exercisable as of the date of transfer thereof, the
optionee shall specify in the transfer document whether and to what
extent the transferred options (if less than all of the options subject
to the applicable Nonqualified Stock Option Agreement) are exercisable,
subject to the limitations on exercisability contained in the applicable
Nonqualified Stock Option Agreement. Furthermore, to the extent the
optionee transfers options that are not exercisable as of the date of
transfer and such options are less than all of the options subject to
the applicable Nonqualified Stock Option Agreement, the optionee shall
specify in the transfer documents, subject to the limitations on
exercisability contained in the applicable Nonqualified Stock Option
Agreement, when the transferred options become exercisable as options
under the applicable Nonqualified Stock Option Agreement generally
become exercisable subsequent to such transfer. Any permitted transferee
may not further assign or transfer the transferred option otherwise than
by will or the laws of the descent and distribution. Following any
permitted transfer, any such options shall continue to be subject to the
same terms and conditions as were applicable immediately prior to
transfer; provided that for purposes of Sections 4(h), 4(i) and 4(j)
hereof the term "optionee" shall be deemed to refer also to each
permitted transferee. The events of termination of relationship in
Section 4(f) hereof shall continue to be applied with respect to the
Optionee, following which the options shall be exercisable by the
transferee only to the extent, and for the periods specified in Section
4(f). The term "permitted transferees" shall mean one or more of the
following: (i) any member of the optionee's immediate family; (ii) a
trust established for the exclusive benefit of one or more members of
such immediate family; or (iii) a partnership in which such immediate
family members are the only partners. The term "immediate family" is
defined for such purpose as spouses, children, stepchildren and
grandchildren, including relationships arising from adoption.
3. Section 5(a) of the Plan is amended and restated in its entirety to read
as follows:
"(a) The Plan shall be administered by a Compensation Committee
(the "Committee") consisting of not less than three (3) non-employee
directors (as defined in Rule 16b-3 promulgated under the Exchange Act).
The members of the Committee shall be appointed by the Board of
Directors. The Board of Directors may, from time to time, remove members
from or add members to the Committee. Vacancies in the Committee,
however caused, shall be filled by the Board of Directors. The Committee
shall select one of its members as chairman and shall hold meetings at
such times and places as it may determine. The Committee may appoint a
secretary and, subject to the provisions of the Plan and to policies
determined by the Board of Directors of the Company, may make such
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rules and regulations for the conduct of its business as it shall deem
advisable. A majority of the Committee shall constitute a quorum. All
actions of the Committee shall be taken by a majority of its members.
Any action may be taken by a written instrument signed by a majority of
the members, and action so taken shall be fully as effective as if it
had been taken by a vote of the majority of the members at a meeting
duly called and held."
4. Each Nonqualified Stock Option Agreement ("Option Agreement") entered
into prior to the Effective Date of this Third Amendment shall be amended as
follows:
a. Section 2 of each Option Agreement is amended and restated in its
entirety to read as follows:
"2. Assignability of Option. This option is transferable to the extent
permitted under the Plan."
b. Section 3 of the Option Agreement is amended and restated in its
entirety to read as follows:
"3. Manner of Exercise. The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company subject
hereto by the payment to the Company of the purchase price in full and the
amount of employment tax and withholding tax due, if any, upon the exercise
of the option (i) by certified or official bank check, (ii) by the delivery
of a number of shares of Common Stock (plus cash if necessary) having a fair
market value equal to the amount of such purchase price and employment and
withholding tax, or (iii) by delivery of the equivalent thereof acceptable to
the Company. Any employment or withholding tax due upon exercise of this
option shall be, and shall remain, the responsibility of the Optionee (or
such Optionee's estate or representative). This option may be exercised from
time to time by written notice to the Company stating the full number of
shares to be purchased and the time and delivery thereof, which shall be at
least fifteen days after the giving of notice unless an earlier date shall
have been agreed upon between the Optionee (or other person entitled to
exercise this option) and the Company, accompanied by full payment for the
shares as described in the first sentence of this Section 3. The Company
will, as soon as is reasonably possible, notify the Optionee (or such
Optionee's representative) of the amount of employment tax and other
withholding tax, if any, that must be paid under federal, state and local law
due to the exercise of the option. The Company shall have no obligation to
deliver certificates for the shares purchased until the Optionee (or such
Optionee's representative) pays to the Company the purchase price in full and
the amount of employment tax and withholding tax specified in the Company's
notice as described in this Section 3 by payment terms set forth in the first
sentence of this Section 3. At the time of delivery, the Company shall,
without transfer or issue tax to the Optionee (or other person entitled to
exercise this option) deliver at the principal office of the Company, or at
such other place as shall be mutually agreed upon, a certificate or
certificates for such shares, provided, however, that the time of delivery
may be postponed by the Company for such period as may be required for it to
comply with reasonable diligence with any requirements of law."
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5. Appendix A to the Plan is amended and restated to read as set forth in
Appendix A to this Third Amendment.
Date: _______________________
UNITED MERIDIAN CORPORATION
By:______________________________________
Name:____________________________________
Title:___________________________________
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