Exhibit 10.25
SEACOR SMIT INC.
2003 NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
1. PURPOSE. The SEACOR SMIT Inc. Non-Employee Director Share Incentive
Plan (the "Plan") is intended (i) to provide incentives that will
attract, retain and motivate highly competent persons as non-employee
directors of SEACOR SMIT Inc. (the "Company"), and (ii) to assist in
further aligning the interests of the Company's non-employee
directors with those of its other stockholders, by providing
non-employee directors with opportunities to acquire shares of the
Common Stock, par value $.01 per share, of the Company ("Common
Stock") pursuant to the Benefits (as defined below) described herein.
2. ADMINISTRATION. The Plan will be administered by the Board of
Directors of the Company (the "Board") or a committee appointed by
the Board from among its members (and references herein to the Board
shall be deemed to include references to any such committee, except
as the context otherwise requires). The Board is authorized, subject
to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of
the Plan and to make such determinations and interpretations and to
take such action in connection with the Plan and any Benefits granted
hereunder as it deems necessary or advisable. All determinations and
interpretations made by the Board shall be binding and conclusive on
all participants and their legal representatives.
3. PARTICIPANTS. Each member of the Board who is not an employee of the
Company or any subsidiary of the Company (a "Non-Employee Director")
shall be eligible to participate in the Plan.
4. TYPE OF BENEFITS. Benefits under the Plan shall be granted in a
combination of (a) Stock Options and (b) Stock Awards (each as
described below, and collectively, the "Benefits"). Benefits may be
evidenced by agreements (which need not be identical) in such forms
as the Board may from time to time approve; provided, however, that
in the event of any conflict between the provisions of the Plan and
any such agreements, the provisions of the Plan shall prevail.
5. COMMON STOCK AVAILABLE UNDER THE PLAN.
(a) Subject to the provisions of this Section 5 and any
adjustments made in accordance with Section 8 hereof, the
maximum number of shares of Common Stock that may be
delivered to Non-Employee Directors and their
beneficiaries under the Plan shall be 150,000 shares of
Common Stock, which may be authorized and unissued or
treasury shares. Any shares of Common Stock covered by a
Stock Option granted under the Plan, which is forfeited,
is canceled, or expires, shall be deemed not to have been
delivered for purposes of determining the maximum number
of shares of Common Stock available for delivery under the
Plan.
(b) If any Stock Option is exercised by tendering shares of
Common Stock to the Company as full or partial payment in
connection with the exercise of a Stock Option under the
Plan, only the number of shares of Common Stock issued net
of the shares of Common Stock tendered shall be deemed
delivered for purposes of determining the maximum number
of shares of Common Stock available for delivery under the
Plan.
6. ANNUAL STOCK OPTIONS.
(a) GRANT. On the date of each Annual Meeting of Stockholders
of the Company during the term of the Plan (commencing
with the 2003 Annual Meeting of Stockholders scheduled to
be held on May 14, 2003), each Non-Employee Director in
office immediately following such Annual Meeting shall be
granted automatically a stock option to purchase 3,000
shares of Common Stock (subject to adjustments made in
accordance with Section 8 hereof) (a "Stock Option").
Stock Options are not intended to constitute "incentive
stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
Any Non-Employee Director entitled to receive Stock
Options pursuant to the Plan may elect to decline such
Stock Options.
(b) EXERCISE PRICE. Each Stock Option granted hereunder shall
have a per-share exercise price equal to the Fair Market
Value (as defined in Section 12 hereof) of a share of
Common Stock on the date of grant (subject to adjustments
made in accordance with Section 8 hereof).
(c) PAYMENT OF EXERCISE PRICE. The option exercise price may
be paid in cash or, in the discretion of the Board, by the
delivery of shares of Common Stock then owned by the
Non-Employee Director (to be valued at their Fair Market
Value on the date of exercise), by the withholding of
shares of Common Stock for which a Stock Option is
exercisable, or by a combination of these methods. The
Board may prescribe any other method of paying the
exercise price that it determines to be consistent with
applicable law and the purpose of the Plan, including,
without limitation, in lieu of the exercise of a Stock
Option by delivery of shares of Common Stock then owned by
a Non-Employee Director, providing the Company with a
notarized statement attesting to the number of shares
owned, in which case upon verification by the Company, the
Company would issue to the Non-Employee Director only the
number of incremental shares to which the Non-Employee
Director is entitled upon exercise of the Stock Option. In
determining which methods a Non-Employee Director may
utilize to pay the exercise price, the Board may consider
such factors as it determines are appropriate.
(d) EXERCISE PERIOD.
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(i) GENERAL. Each Stock Option granted to a
Non-Employee Director hereunder shall become
exercisable at any time following the earlier
to occur of (a) the first anniversary of the
date of grant and (b) the date of the first
annual meeting of the stockholders of the
Company that occurs after the date of grant,
provided that the Non-Employee Director
continues to serve as a director of the Company
on such date; provided, however, that any such
Stock Option granted to a Non-Employee Director
shall become immediately exercisable in the
event of (A) a Change in Control of the Company
(as defined in Section 8(b) hereof), as and to
the extent provided in Section 8(b) hereof, (B)
the termination of the service of a
Non-Employee Director as a director as a result
of disability (as defined in Section 22(c)(3)
of the Code) or (C) the death of the
Non-Employee Director. Each Stock Option shall
terminate on the tenth anniversary of the date
of grant unless terminated earlier pursuant to
the Plan or later pursuant to Section 6(d)(iii)
hereof.
(ii) TERMINATION OF DIRECTORSHIP. If a Non-Employee
Director's service as a director of the Company
is terminated, any Stock Option previously
granted to such Non-Employee Director shall, to
the extent not theretofore exercised, terminate
and become null and void; provided, however,
that:
(a) if the service of a Non-Employee
Director holding an outstanding
Stock Option is terminated by reason
of (i) such a Non-Employee's
disability (as defined in Section
22(e)(3) of the Code), (ii)
voluntary retirement from service as
a director of the Company, (iii)
failure of the Company to nominate
for re-election such Non-Employee
who is otherwise eligible, except if
such failure to nominate for
re-election is due to any act of (A)
fraud or intentional
misrepresentation or (B)
embezzlement, misappropriation or
conversion of assets or
opportunities of the Company or any
subsidiary corporation or parent
corporation of the Company (in which
case, such Stock Option shall
terminate and no longer be
exercisable), or (iv) the failure of
such Non-Employee Director to be
re-elected by Stockholders following
nomination by the Company, such
Stock Option shall, to the extent
not previously exercised, remain
exercisable at any time up to and
including (X) three (3) months after
the date of such termination of
service in the case of termination
by reason of voluntary retirement,
failure of the Company to nominate
for re-election such Non-Employee
Director who is otherwise eligible
(subject to the exceptions referred
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to in clause (iii) above), or
failure of such Non-Employee
Director to be re-elected by
Stockholders following nomination by
the Company, and (Y) one (1) year
after the date of termination of
service in the case of termination
by reason of disability.
(iii) EXTENSION OF TERM. The term of exercise of all
outstanding Stock Options held by a
Non-Employee Director that have a remaining
term of less than one (1) year on the date of
such Non-Employee Director's death shall
automatically be extended to the first
anniversary of the date of death.
7. ANNUAL STOCK AWARDS FOR NON-EMPLOYEE DIRECTORS. On the date of each
Annual Meeting of Stockholders of the Company during the term of the
Plan, each Non-Employee Director in office immediately following such
Annual Meeting shall be granted the right to receive 500 shares of
Common Stock (a "Stock Award"), such shares to be delivered to such
Non-Employee Director in four (4) equal installments as follows: 125
shares on the date of such Annual Meeting (or, in the case of the
2003 Annual Meeting, the "Effective Date" as defined in Section 17
hereof) and 125 shares on the dates that are three (3) months, six
(6) months and nine (9) months thereafter or, if any such date is not
a business day, the next succeeding business day (each such
installment of shares, until the delivery date therefor, being
referred to as an "Unvested Stock Award"); provided, however, if a
Non-Employee Director's service as a director of the Company
terminates for any reason, any and all Unvested Stock Awards shall
terminate and become null and void.
8. ADJUSTMENT PROVISIONS; CHANGE IN CONTROL.
(a) If there shall be any change in the Common Stock, through
merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, reverse stock split, split
up, spin-off, combination of shares, exchange of shares,
dividend in kind or other like change in capital structure
or distribution (other than normal cash dividends) to
stockholders of the Company, an adjustment shall be made
to each outstanding Stock Option and Stock Award
(including any Unvested Stock Award) such that each such
Stock Option and Stock Award shall thereafter be
exercisable or vested and deliverable for such, cash
and/or other property as would have been received in
respect of the Common Stock subject to such Stock Option
and Stock Award had such Stock Option and Stock Award been
exercised or vested and delivered in full immediately
prior to such change or distribution, and such an
adjustment shall be made successively each time any such
change shall occur. In addition, in the event of any such
change or distribution, in order to prevent dilution or
enlargement of a Non-Employee Director's rights under the
Plan, the Board will have authority to adjust, in an
equitable manner, the number and kind of shares that may
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be issued under the Plan, the number and kind of shares
subject to outstanding Stock Options and Stock Awards
(including Unvested Stock Awards), and the exercise price
applicable to outstanding Stock Options.
(b) Notwithstanding any other provision of this Plan, if there
is a Change in Control of the Company, all then
outstanding Stock Options shall immediately become
exercisable and all Unvested Stock Awards shall
immediately become vested and deliverable, as the case may
be. For purposes of this Section 8(b), a "Change in
Control" of the Company shall be deemed to have occurred
upon any of the following events:
(i) A change in control of the direction and
administration of the Company's business of a
nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange
Act"); or
(ii) During any period of two (2) consecutive years,
the individuals who at the beginning of such
period constitute the Board of Directors or any
individuals who would be "Continuing Directors"
(as hereinafter defined) cease for any reason
to constitute at least a majority thereof; or
(iii) Common Stock shall cease to be publicly traded;
or
(iv) The Board of Directors shall approve a sale of
all or substantially all of the assets of the
Company, and such transaction shall have been
consummated; or
(v) The Board of Directors shall approve any
merger, consolidation, or like business
combination or reorganization of the Company,
the consummation of which would result in the
occurrence of any event described in Section
8(b)(ii) or (iii) above, and such transaction
shall have been consummated.
Notwithstanding the foregoing, none of the following shall
constitute a Change in Control of the Company: (A) any
spin-off of a division or subsidiary of the Company to its
stockholders; or (B) any event listed in (i) through (v)
above that the Board determines not to be a Change in
Control of the Company.
(c) For purposes of Section 8(b), "Continuing Directors" shall
mean (x) the directors of the Company in office on the
Effective Date (as defined below) and (y) any successor to
any such director and any additional director who after
the Effective Date was nominated or elected by a majority
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of the Continuing Directors in office at the time of his
or her nomination or election.
(d) The Board, in its discretion, may determine that, upon the
occurrence of a Change in Control of the Company, each
Stock Option outstanding hereunder shall terminate within
a specified number of days after notice to the holder, and
such holder shall receive, with respect to each share of
Common Stock subject to such Stock Option, an amount equal
to the excess of the Fair Market Value of such shares of
Common Stock immediately prior to the occurrence of such
Change in Control over the exercise price per share of
such Stock Option; such amount to be payable in cash, in
one or more kinds of property (including the property, if
any, payable in the transaction constituting the Change in
Control) or in a combination thereof, as the Board, in its
discretion, shall determine. The provisions contained in
the preceding sentence shall be inapplicable to a Stock
Option granted within six (6) months before the occurrence
of a Change in Control if the holder of such Stock Option
is subject to the reporting requirements of Section 16(a)
of the Exchange Act and no exception from liability under
Section 16(b) of the Exchange Act is otherwise available
to such holder.
9. NONTRANSFERABILITY. Stock Options and the right to receive Unvested
Stock Awards granted under the Plan to a Non-Employee Director shall
not be transferable otherwise except, in the case of Stock Options,
by will or the laws of descent and distribution, and Stock Options
shall be exercisable, during the Non-Employee Director's lifetime,
only by the Non-Employee Director. In the event of the death of a
Non-Employee Director, each Stock Option theretofore granted to him
or her shall be exercisable during such period after his or her death
and by such persons as set forth in Section 6 above. Notwithstanding
the foregoing, at the discretion of the Board, an award of a Stock
Option may permit the transferability of any such Stock Option by a
Non-Employee Director solely to the Non-Employee Director's spouse,
siblings, parents, children and/or grandchildren, or to trusts for
the benefit of such persons, or to partnerships, corporations,
limited liability companies or other entities owned solely by such
persons, including trusts for such persons, subject to any
restriction included in the award of the Stock Option.
10. OTHER PROVISIONS. The award of any Benefit under the Plan may also be
subject to such other provisions (whether or not applicable to the
Benefit awarded to any other Non-Employee Director) as the Board
determines appropriate.
11. ISSUANCE OF STOCK CERTIFICATES AND RELATED MATTERS. The Company may
endorse such legend or legends upon the certificates for shares of
Common Stock issued under this Plan and may issue such "stop
transfer" instructions to its transfer agent in respect of such
shares as the Board, in its sole discretion, determines to be
necessary or appropriate to (i) prevent a violation of, or to perfect
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an exemption from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act") or (ii) implement the
provisions of the Plan and any agreement between the Company and the
Non-Employee Director. Notwithstanding any other provision of the
Plan, the Company shall have no obligation to deliver any shares of
Common Stock under the Plan or make any other distribution of
Benefits under the Plan unless such delivery or distribution would
comply with all applicable laws (including, without limitation the
Securities Act), and the applicable requirements of any securities
exchange or similar entity.
12. FAIR MARKET VALUE. For purposes of this Plan and any Benefits awarded
hereunder, Fair Market Value shall be the closing price of the Common
Stock on the date of calculation (or on the last preceding trading
date if Common Stock was not traded on such date) if the Common Stock
is readily tradable on a national securities exchange or other market
system, and if the Common Stock is not readily tradable, Fair Market
Value shall mean the amount determined in good faith by the Board as
the fair market value of the Common Stock.
13. TENURE. A Non-Employee Director's right, if any, to continue to serve
as a director of the Company or any of its subsidiaries or affiliates
shall not be enlarged or otherwise affected by his or her designation
as a participant under this Plan.
14. NO FRACTIONAL SHARES. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan. The Board shall determine
whether cash or other property shall be issued or paid in lieu of
fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.
15. AMENDMENT AND TERMINATION. The Board may amend the Plan from time to
time or suspend or terminate the Plan at any time. However, no
amendment shall have a material adverse effect on an outstanding
Stock Option or Unvested Stock Awards without the consent of the
holder. No amendment of the Plan may be made without approval of the
stockholders of the Company if required by applicable law or by any
listing agreement to which the Company is a party with a national
securities exchange or other market system.
16. GOVERNING LAW. This Plan, Benefits granted hereunder and actions
taken in connection herewith shall be governed and construed in
accordance with the laws of the State of New York (regardless of the
law that might otherwise govern under applicable New York principles
of conflict of laws).
17. EFFECTIVE DATE AND TERM OF THE PLAN. The Plan shall become effective
at 5:00 p.m., New York City time, on the fifth business day after the
date of the Company's 2003 Annual Meeting of Stockholders (the
"Effective Date"), if the Plan is approved by a vote of the
Stockholders of the Company at such Annual Meeting. If the Plan is
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not so approved, the Plan shall be of no force or effect. If so
approved, the Plan shall terminate following the delivery of shares
in respect of all Stock Awards granted on the date of the Company's
2007 Annual Meeting of Stockholders (the "Termination Date"), unless
sooner terminated in accordance with its terms.
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