Exhibit 4.4
SECOND AMENDMENT TO THE
UNITED MERIDIAN CORPORATION
1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
This Second Amendment ("Second Amendment") to the United Meridian
Corporation 1994 Outside Directors' Nonqualified Stock Option Plan (the "Plan")
hereby amends the Plan as follows effective as of November 13, 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 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 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."
5. Appendix A to the Plan is amended and restated to read as set forth in
Appendix A to this Second Amendment.
Date: November 13, 1996
______________________
UNITED MERIDIAN CORPORATION
By: /s/ John B. Brock
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Name: John B. Brock
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Title: Chairman and CEO
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APPENDIX A
1994 NONQUALIFIED STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS
United Meridian Corporation (the "Company"), in consideration of the value
of the continuing services of _____________________________ (hereinafter called
"Optionee"), which continuing services the grant of this option is designed to
secure, and in consideration of the undertakings made herein by Optionee, and
pursuant to its 1994 Outside Directors' Nonqualified Stock Option Plan (the
"Plan"), hereby grants to Optionee an option, evidenced by this option
agreement, exercisable for the period and upon the terms hereinafter set out, to
purchase __________________ (______) shares of Series A Voting Common Stock
("Common Stock") of the Company at a price of $________ per share.
1. Term of Option.
(a) This option is granted as of [THE DATE THE COMMITTEE MAKES THE
GRANT] (sometimes hereinafter called the "Date of Grant") and will
terminate and expire, to the extent not previously exercised, eleven (11)
years after the Date of Grant, or at such earlier time as may be specified
in Sections 4 and 6 hereof.
(b) Except as otherwise provided in this Option Agreement, Optionee
shall have the right to acquire shares under this Option Agreement as
follows:
(i) As of the first anniversary of the Date of Grant and
thereafter, Optionee may exercise rights to acquire 33 1/3% of the
Option Shares;
(ii) As of each of the second and third anniversaries of the Date
of Grant and thereafter, Optionee may exercise rights to acquire an
additional 33 1/3% of the Option Shares.
2. Assignability of Option. This option is transferable to the extent
permitted under the Plan.
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
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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.
4. Termination of Relationship.
(a) In the event that Optionee shall die before he ceases to be a
director of the Company, or if Optionee ceases to be a director of the
Company because Optionee has become disabled within the meaning of
Section 105(d)(4) of the Code, this option shall continue to vest in
accordance with the Plan and this option agreement for a period of twelve
months from the date of death of Optionee or the date he ceases to be a
director of the Company due to disability, and Optionee, his
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estate or beneficiary shall have the right to exercise this option at any
time with such twelve month period (if otherwise within the term of the
option). Notwithstanding the foregoing, the provisions of this Section 4(a)
shall be subject to Sections 1(a) and 6 hereof, which may earlier terminate
the option.
(b) In the event that the Optionee retires from service as a director
of the Company in accordance with the Company's retirement policies in
effect from time to time, this option shall continue to vest during the
lifetime of the Optionee in accordance with the terms of the Plan and this
Option Agreement and may be exercised at any time during the remaining term
of the option. If Optionee dies subsequent to his retirement during the
term of this option, this option shall continue to vest in accordance with
the Plan and this option agreement and may be exercised within twelve
months of Optionee's death (if otherwise within the option period), but not
thereafter. Notwithstanding the foregoing, the provisions of this
Section 4(b) shall be subject to Sections 1(a) and 6, which may earlier
terminate the option.
(c) In the event that Optionee ceases to be a director of the Company,
and the provisions of Sections 4(a) and 4(b) hereof and Section 4(j) of the
Plan do not apply, this option may be exercised, to the extent the option
could be exercised immediately prior to cessation, at any time within
ninety days after the date of such cessation (if otherwise within the
option period).
5. Adjustments on Recapitalization. The number of shares of Common Stock
subject hereto and the exercise price per share shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Common Stock resulting from the subdivision or consolidation of shares after the
Date of Grant, the payment of a stock dividend in shares of Common Stock after
the Date of Grant, or other decrease or increase in the shares of Common Stock
outstanding effected after the Date of Grant without receipt of consideration by
the Company, provided, however, that any option to purchase fractional shares
resulting from such adjustments shall be eliminated.
6. Adjustments on Reorganization. If the Company shall at any time
participate in a reorganization to which Section 425(a) of the Code applies and
(A) the Company is not the surviving entity or
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(B) the Company is the surviving entity and the stockholders of Common Stock are
required to exchange their shares for property and/or securities, the Company
shall give Optionee written notice of such fact on or before fifteen (15) days
before such reorganization, and this option shall be exercisable in full after
receipt of such notice and prior to such reorganization; however, options not
exercised prior to such reorganization shall expire on the occurrence of such
reorganization. A sale of all or substantially all the assets of the Company for
a consideration (apart from the assumption or obligations) consisting primarily
of securities shall be deemed a reorganization for the foregoing purposes.
Notwithstanding the foregoing, the provisions of this Section 6 shall be subject
to Section 1(a).
7. Subject to Plan. This option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee (as
defined in the Plan) to make interpretations of the Plan and of options granted
thereunder, and of the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan subject to the limitations expressed in the
Plan. By acceptance hereof, Optionee acknowledges receipt of a copy of the Plan
and recognizes and agrees that all determinations, interpretations or other
actions respecting the Plan may be made by a majority of the Board of Directors
of the Company or of the Committee, and that such determinations,
interpretations or other actions are final, conclusive and binding upon all
parties, including Optionee. Capitalized terms used but not otherwise defined
in this option agreement shall have the meanings ascribed to them by the Plan.
IN WITNESS WHEREOF, this Option Agreement is executed as of the _____ day
of _________________________, 199__.
UNITED MERIDIAN CORPORATION
By:
Title:
The undersigned Optionee hereby accepts the benefits of the foregoing
Nonqualified Stock Option Agreement.
, Optionee
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