Exhibit 10.1
SEACOR HOLDINGS INC. 2007 SHARE INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR
ANNUAL SHARE INCENTIVE GRANT AGREEMENT
THIS ANNUAL SHARE INCENTIVE GRANT AGREEMENT ("Agreement") is
made and entered into as of [DATE] ("Grant Date") by and between SEACOR Holdings
Inc. (the "Company"), and __________ (the "Non-Employee Director") pursuant to
the terms and conditions of the Seacor Holdings Inc. 2007 Share Incentive Plan
(the "Plan").
SECTION 1. STOCK OPTION AWARD.
(a) Stock Option Grant. On the terms and conditions set forth in this Agreement
and the Plan, the Company grants to the Non-Employee Director on the Grant Date
a Stock Option to purchase a number of shares of Company common stock, par value
$.01, (the "Common Stock") at the Exercise Price, as set forth below. This Stock
Option shall not constitute "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
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Shares
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Exercise Price
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Vesting This Stock Option shall vest and become
exercisable upon the earlier of:
(A) the first anniversary of the Grant Date
and
(B) the date of the first annual meeting of
the stockholders of the Company after the
Grant Date, provided that the Non-Employee
Director continues to serve as a director of
the Company on such date.
VESTING ACCELERATOR: This Stock Option shall
become 100% vested and immediately
exercisable in the event of (A) a Change in
Control or (B) the termination of the
service of a Non-Employee Director by reason
of Disability or death.
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(b) Payment of Exercise Price. The Stock 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.
(c) Term.
(i) In General. Subject to earlier termination as set forth herein,
this Stock Option shall terminate on the tenth anniversary of the Grant Date.
(ii) Termination of Directorship (voluntary retirement or failure to
be nominated/elected to the Board). In the event that the service of the
Non-Employee Director is terminated by reason of (x) voluntary retirement from
service as a director of the Company or (y) failure of the Company to nominate
for re-election such Non-Employee Director who is otherwise eligible or (z) the
failure of such Non-Employee Director to be re-elected by Stockholders following
nomination by the Company (in the case of (y) and (z), if such failure to be
nominated/elected to the Board was not due to Cause) this Stock Option to the
extent vested as of the date of such termination shall expire on the earliest
of: (xx) the expiration of the term set forth in Section 1(b)(i) above and (yy)
one (1) year after the date of such termination of service.
(iii) Termination of Directorship due to Death or Disability. In the
event that the service of the Non-Employee Director is terminated by reason of
death or Disability (as defined in Section 22(e)(3) of the Code), this Stock
Option shall expire on the earliest of: (x) the expiration of the term set forth
in Section 1(b)(i) above and (y) one (1) year after the date of such termination
of service. Notwithstanding the above, in the event that the service of the
Non-Employee Director is terminated by reason of death and this Stock Option has
a remaining term of less than one (1) year on such date, the term of this stock
option shall automatically be extended to the first anniversary of the date of
death.
(iv) Termination of Directorship Due to Any Other Reason Including
Cause. In the event that the service of the Non-Employee Director is terminated
by any reason other than voluntary retirement, failure to be nominated/elected
to the Board without Cause, death or disability, this Stock Option shall no
longer be exercisable and shall terminate and be of no further force or effect
from and after the date of such termination. For purposes of this agreement,
"Cause" shall mean the failure of the Company to nominate for re-election such
Non-Employee due to any act of (x) fraud or intentional misrepresentation or (y)
embezzlement, misappropriation or conversion of assets or opportunities of the
Company or any subsidiary corporation or parent corporation of the Company.
SECTION 2. STOCK AWARDS
(a) Stock Award Grant. On the terms and conditions set forth in this Agreement
and the Plan, the Company grants to the Non-Employee Director on the Grant Date
a Stock Award of [NUMBER] shares of Common Stock as follows:
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Shares Delivery/Vesting Date
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(b) Termination of Directorship for Any Reason. In the event that the
Non-Employee Director's service as a director of the Company terminates for any
reason, any and all unvested Stock Awards for which the Delivery/Vesting date as
of the date of such termination shall terminate and become null and void.
SECTION 3. ADJUSTMENT PROVISIONS; CHANGE IN CONTROL.
(a) Adjustments. 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 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) Change in Control. In the event 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 2(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) The 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
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2(b)(ii) or (iii) above, and such transaction shall have been consummated.
(vi) 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.
(vii) For purposes of Section 2(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 of the
Continuing Directors in office at the time of his or her nomination or election.
(viii) 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.
SECTION 4. ADMINISTRATION
(a) 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 the Non-Employee Director, each Stock Option theretofore
granted to him or her shall be exercisable during such period after his or her
death by such Non-Employee's representative.
(b) 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 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
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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.
(c) 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
the Plan.
(d) Governing Law. The Plan and this Agreement and actions taken in connection
herewith shall be governed and construed in accordance with the internal laws of
the State of Delaware, without giving effect to its choice-of-law provisions.
(e) Share Incentive Plan and Defined Terms. This Award is granted under and
subject to the terms of the Plan, which is incorporated herein by reference. If
there is any inconsistency between the terms of the Plan and the terms of this
Agreement, the Plan's terms shall supersede and replace the conflicting terms of
this Agreement. Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Plan.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this Agreement
on the date and year first above written.
SEACOR HOLDINGS INC.
By:
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Title:
NON-EMPLOYEE DIRECTOR
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