EXHIBIT 10.13
SECOND AMENDMENT TO THE
UNITED MERIDIAN CORPORATION
1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
This Second Amendment ("Third Amendment") to the United Meridian Corporation
1994 Outside Directors' Nonqualified Stock Option Plan (the "Plan") hereby
amends the Plan as follows effective as of _______________, 1996 (the "Effective
Date"):
1. Section 4(e) of the Plan is amended and restated in its entirety to
read as follows:
"(e) 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(f) of the Plan is amended and restated in its entirety to
read as follows:
"(f) 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(f) 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(i), 4(j) and 4(k) hereof the
term "optionee" shall be deemed to refer also to each permitted
transferee. The events of termination of relationship in Section 4(g)
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(g). 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 the Committee on
Directors (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 Second Amendment.
Date: _______________________
UNITED MERIDIAN CORPORATION
By:______________________________________
Name:____________________________________
Title:___________________________________
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