EXHIBIT 99.1
As Adopted by the Board of Directors
On January 4, 1996
ZYDECO ENERGY, INC.
1996 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
Zydeco Energy, Inc., a Delaware corporation (the "Company"), hereby
establishes this Zydeco Energy, Inc. 1996 Nonemployee Directors Stock Option
Plan (the "Plan"), effective as of January 4, 1996, subject to stockholder
approval.
1. Purpose. The purpose of the Plan is to promote the interests of the
Company by encouraging the Nonemployee Directors of the Company to acquire or
increase their equity interests in the Company and to devote their best efforts
to the business of the Company, thereby advancing the interests of the Company
and its stockholders. The Plan is also contemplated to enhance the ability of
the Company to attract and retain the services of directors who are essential
for the growth and profitability of the Company.
2. Definitions. As used in this Plan:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as in effect from
time to time.
(c) "Common Stock" means the Common Stock, $0.001 par value, of the
Company or any security into which such Common Stock may be changed by
reason of any transaction or event of the type described in Paragraph 6.
(d) "Date of Grant" means the automatic date of grant as provided in
Paragraph 4.
(e) "Director Option" means the right to purchase a share of Common
Stock upon exercise of an option granted pursuant to Paragraph 4.
(f) "Market Value per Share" means, at any date:
(i) If the shares of Common Stock are listed on a national
securities exchange or the NASDAQ National Market System and such
shares traded on such date, the last reported sales price per share on
such exchange or NASDAQ National Market System on that date as
reported in any newspaper of general circulation;
(ii) If the shares of Common Stock are listed on a national
securities exchange or the NASDAQ National Market System and such
shares did not trade on such date, the last reported sales price per
share on such exchange or NASDAQ National Market System on the next
day prior thereto on which the shares traded as reported in any
newspaper of general circulation;
(iii) If the shares of Common Stock are quoted on NASDAQ (other
than the NASDAQ National Market System) or any similar system of
automated dissemination of quotations of securities prices in common
use, the mean between the closing high bid and low asked quotations of
the shares on such system on the relevant date as reported in any
newspaper of general circulation; or
(iv) If none of the above applies, a value determined by any fair
and reasonable means prescribed by the Board.
(g) "Nonemployee Director" means a director of the Company who is not
also an employee of the Company or a Subsidiary.
(h) "Option Price" means the purchase price per share payable on
exercise of a Director Option.
(i) "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission (or any successor rule to the same effect) as in effect from
time to time.
3. Shares Available Under Plan. Subject to adjustments as provided in
Paragraph 6, 45,000 is the maximum number of shares of Common Stock which may be
issued with respect to Director Options under this Plan. Such shares may be
shares of original issuance or treasury shares or a combination of the
foregoing. Any shares of Common Stock which are subject to Director Options
that are terminated unexercised, forfeited or surrendered or which expire or
become permanently unexercisable for any reason will again be available for
issuance under this Plan.
4. Director Options. (a) Each Nonemployee Director who serves in such
capacity on January 4, 1996 shall automatically receive, on such date, Director
Options for 15,000 shares of Common Stock. Each Nonemployee Director who is
elected or appointed to the Board for the first time after that date shall
automatically receive, on the date of his or her election or appointment,
Director Options for the lesser of (i) 15,000 shares of Common Stock or (ii) the
number of authorized shares of Common Stock then remaining available for
issuance pursuant to Director Options under this Plan divided by the total
number of Nonemployee Directors elected or appointed to the Board for the first
time on such date.
(b) All Director Options will be subject to all of the limitations
contained in the following provisions:
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(i) Director Options granted to each Nonemployee Director shall become
exercisable (vested) as follows: (A) for an amount equal to one-third of
the total number of shares subject to such Director Options on and after
the later of (x) a date six months and one day from the Date of Grant
and (y) April 1 of the calendar year following the year of the Date of
Grant, (B) for an amount equal to an additional one-third of the total
number of shares subject to such Director Options on and after April 1 of
the second calendar year following the year of the Date of Grant, and (C)
for an amount equal to the final one-third of the total number of shares
subject to such Director Options on and after April 1 of the third calendar
year following the year of the Date of Grant; provided that (1) in no event
shall any Director Option be exercisable prior to the approval of this Plan
by the Company's stockholders and (2) no Director Options shall vest after
the date the Nonemployee Director ceases to serve as a director of the
Company by resignation, removal, death or otherwise.
(ii) The Option Price of each Director Option shall be the Market
Value per Share on its Date of Grant.
(iii) Director Options that are vested may be exercised in full at
one time or in part from time to time by giving written notice to the
Company, stating the number of shares of Common Stock with respect to which
the Director Options are being exercised, accompanied by payment in full of
the Option Price for such shares, which payment may be (i) in cash by check
acceptable to the Company, (ii) by the transfer to the Company of shares of
Common Stock already owned by the optionee having an aggregate Market Value
per Share at the date of exercise equal to the aggregate Option Price,
(iii) from the proceeds of a sale through a broker of some or all of the
shares to which such exercise relates, or (iv) by a combination of such
methods of payment.
(iv) Each Director Option shall expire 10 years from the Date of Grant
thereof, but shall be subject to earlier termination as follows: Director
Options, to the extent exercisable as of the date a Nonemployee Director
ceases to serve as a director of the Company by resignation, removal, death
or otherwise, must be exercised within one year of such date unless such
termination from the Board results from the Nonemployee Director's death,
disability or retirement (which in the case of retirement shall occur after
at least twenty four months of continuous service on the Board), in which
case the Director Options may be exercised by the optionee or the
optionee's legal representative or the person to whom the Nonemployee
Director's rights shall pass by will or the laws of descent and
distribution, as the case may be, within three years from the date of
termination; provided however, that no such event shall extend the normal
expiration date of such Director Options.
(v) In the event that the number of shares of Common Stock available
for grants under this Plan is insufficient to make all automatic grants
provided for on the applicable date, then all Nonemployee Directors who are
entitled to a grant on such date shall share ratably in the number of
shares then available for grant under this Plan, and shall have no
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right to receive a grant with respect to the deficiencies in the number of
available shares and all future grants under this Plan shall terminate.
5. Transferability. Director Options will be exercisable during the
optionee's lifetime only by the optionee or by the optionee's guardian or legal
representative.
6. Adjustments. The Board may, but shall not be required to, make or
provide for such adjustments in the maximum number of shares specified in
Paragraph 3, in the numbers of shares of Common Stock covered by outstanding
Director Options granted hereunder, in the Option Price applicable to any such
Director Options and/or in the kind of shares covered thereby (including shares
of another issuer), as the Board, in its sole discretion exercised in good
faith, may determine is equitably required to prevent dilution or enlargement of
the rights of optionees that otherwise would result from any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Company, merger, consolidation, reorganization, partial
or complete liquidation, issuance of rights or warrants to purchase securities
or any other corporation transaction or event having an effect similar to any of
the foregoing. Notwithstanding the foregoing, upon a Change in Control (as
defined in the Company's 1996 Incentive Equity Plan), all Director Options that
have been granted hereunder more than six months prior to the date of such event
shall be canceled, effective on the date of such event, and, in full
consideration of such cancellation, the Optionee shall be paid an amount in cash
equal to the excess of (i) the value, as determined by the Board in its absolute
discretion, of the property (including cash) received by the holder of a share
of Common Stock as a result of such event less (ii) the exercise price of the
Director Option; provided that this sentence shall not apply in the event of a
Change in Control that results from stockholder approval of, or consummation of
transactions contemplated under, an agreement or plan of merger,
consolidation, or other business combination approved by a majority of the
members of the Incumbent Board (as defined in clause (i) of the definition of
"Change in Control" in the Company's 1996 Incentive Equity Plan, including such
members treated as though members of the Incumbent Board under the proviso of
such clause), which merger, consolidation, or other business combination is
intended to qualify for accounting treatment as a "pooling of interests."
7. Fractional Shares. The Company will not be required to issue any
fractional share of Common Stock pursuant to this Plan. The Board may provide
for the elimination of fractions or the settlement of fractions in cash.
8. Withholding of Taxes. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any grant or
payment made to an optionee or any other person under this Plan, or is requested
by an optionee to withhold additional amounts with respect to such taxes, and
the amounts available to the Company for such withholding are insufficient, it
will be a condition to the receipt of such grant or payment that the optionee or
such other person make arrangements satisfactory to the Company for the payment
of balance of such taxes required or requested to be withheld.
9. Administration of the Plan. (a) This Plan will be administered by the
Board.
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(b) The interpretation and construction by the Board of any provision of
this Plan or of any agreement, notification or document evidencing the grant of
a Director Option and any determination by the Board pursuant to any provision
of this Plan or of any such agreement, notification or documentation will be
final and conclusive. No director will be liable for any such action or
determination made in good faith or in the absence of gross negligence or
willful misconduct on the part of such member.
(c) The Board may not exercise any discretion with respect to this
Paragraph 9 which would be inconsistent with the intent that this Plan meet the
requirements of Rule 16b-3.
10. Amendments. This Plan may be amended from time to time by the Board
but may not be amended by the Board without further approval by the stockholders
of the Company if such amendment would result in this Plan no longer satisfying
the requirements of Rule 16b-3; provided, however, that the provisions of
Paragraph 4 may not be amended more than once every six months other than to
comport with changes in the Code, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.
11. No Rights as Stockholder. No optionee shall have any rights as a
stockholder with respect to shares covered by a Director Option until the date
of issuance of a stock certificate or certificates for such shares of Common
Stock.
12. Investment Representation. Unless the Company has filed a Registration
Statement with the Securities and Exchange Commission for the issuance of the
Shares issuable upon exercise of the Director Options, each option agreement
shall contain an agreement that, upon demand by the Board for such a
representation, the optionee (or any person acting under Paragraph 5) shall
deliver to the Company at the time of any exercise of an option a written
representation that the shares to be acquired upon such exercise are to be
acquired for investment and not for resale or with a view to the distribution
thereof or such other representation as the Board deems advisable. Upon such
demand, delivery of such representation, prior to the delivery of any shares
issued upon exercise of a Director Option and prior to the expiration of the
option period, shall be a condition precedent to the right of the optionee or
such other person to purchase any shares.
13. Compliance with Other Laws and Regulations. The Plan, the grant and
exercise of Director Options thereunder, and the obligation of the Company to
sell and deliver shares under such Director Options, shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any governmental or regulatory agency or national securities exchange as may
be required. The Company shall not be required to issue or deliver any
certificates for shares of Common Stock prior to the completion of any
registration or qualification of such shares under any federal or state law, or
any ruling or regulation of any government body or national securities exchange
which the Company shall, in its sole discretion, determine to be necessary or
advisable.
14. Term. This Plan shall be effective as of January 4, 1996, subject to
approval by the Company's stockholders; provided, however, no Director Option
shall be exercisable prior to the date of such stockholders' approval. In the
event that this Plan is not approved by the stockholders
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of the Company within twelve months after the date of its adoption by the Board,
this Plan and all Director Options granted under this Plan shall be
automatically null and void. Unless sooner terminated, this Plan shall terminate
on December 31, 2005, and no further Director Options shall be granted, but all
outstanding Director Options on such date shall remain effective in accordance
with their terms and the terms of this Plan.
ADOPTED by the Board of Directors of Zydeco Energy, Inc., a Delaware
corporation, subject to stockholder approval, this 4th day of January, 1996.
/s/ Sam B. Myers, Jr.
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Sam B. Myers, Jr.
Chairman of the Board
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