EXHIBIT 10.7.1
AMENDMENT NO. 1 TO
NEWPARK RESOURCES, INC.
1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
WHEREAS, the Corporation has a 1993 Non-Employee Directors'
Stock Option Plan (the "Plan") under which each "Non-Employee
Director" (as defined in the Plan) has received or, upon being
elected, will receive a stock option ("Stock Option") exercisable
for the purchase of 15,000 shares of Common Stock of the
Corporation; and
WHEREAS the Board of Directors has determined to amend the
Plan to provide for the granting of additional Stock Options each
time a Non-Employee Director completes an additional five years
of service.
NOW, THEREFORE, BE IT RESOLVED that, subject to stockholder
approval, as provided below, the Board of Directors hereby adopts
the following amendment (the "First Amendment") to the Plan:
A. Paragraph 4 of the Plan is hereby amended in its
entirety to read as follows:
"4. Grants.
4.1 Each Non-Employee Director serving on
the Board on the date the Board adopted this Plan
(September 1, 1993) was granted a Stock Option to
purchase 15,000 shares of Common Stock automatically on
that date. Each Non-Employee Director who is first
elected a director after this Plan was adopted by the
Board shall be granted an option to purchase 15,000
shares of Common Stock automatically on the date of
such election. Subject to the provisions of paragraph
11, the number of shares of Common Stock issued and
issuable upon the exercise of Stock Options granted
under this Plan shall not exceed 200,000."
4.2 Subject to stockholder approval of the
First Amendment: (i) each Non-Employee Director who has
been a director continuously for at least five years on
the date the First Amendment is approved by the Board
(the "First Amendment Effective Date"), shall be
granted a Stock Option to purchase 10,000 shares of
Common Stock automatically on the First Amendment
Effective Date, and, provided such Non-Employee
Director continues to be a Non-Employee Director, shall
be granted a Stock Option to purchase 10,000 additional
shares of Common Stock automatically at the expiration
of each five year period thereafter during such Non-
Employee Director's continuous service; and (ii) each
director who completes five continuous years as a Non-
Employee Director after the First Amendment Effective
Date shall be granted a Stock Option to purchase 10,000
shares of Common Stock automatically on the day
following the completion of such five year period, and,
provided such Non-Employee Director continues to be
a Non-Employee Director, shall be granted a Stock Option to
purchase 10,000 additional shares of Common Stock automatically
at the expiration of each five year period thereafter during such
Non-Employee Director's continuous service. Except as otherwise
provided herein, the period of continuous service for any Non-
Employee Director shall be deemed to include continuous periods
prior to the adoption of the Plan in which the director was not
an employee of Newpark or any of its Subsidiaries or any parent
corporation."
B. Paragraph 6 of the Plan is hereby amended in its
entirety to read as follows:
"6. Option Period.
The term of each Stock Option shall commence on
the Date of Grant of the Stock Option and shall be ten
years. Subject to the other provisions of the Plan,
(i) each initial Stock Option granted pursuant to
paragraph 4.1 shall be exercisable during its term as
to 20% of the Option Shares during the twelve months
beginning on the first anniversary of the Date of
Grant; 20% of the Option Shares during the twelve
months beginning on the second anniversary of the Date
of Grant; 20% during the twelve months beginning on the
third anniversary of the Date of Grant; 20% during the
twelve months beginning on the fourth anniversary of
the Date of Grant; and 20% during the twelve months
beginning on the fifth anniversary of the Date of
Grant; and (ii) each stock option granted pursuant to
paragraph 4.2 shall be exercisable during its term as
to one-third of the Option Shares during the six months
beginning six months and one day following the date of
grant; one-third of the Options Shares during the
twelve-months beginning on the first anniversary of the
date of grant; and one-third of the Option Shares
during the twelve months beginning on the second
anniversary of the date of grant; provided, however,
that the initial Stock Option granted to each Non-
Employee Director serving on the Board on the date this
Plan was adopted by the Board (as now described in
paragraph 4.1) shall be exercisable from time to time
after the actual Date of Grant as to the number of
Option Shares determined in accordance with the
foregoing schedule as if the Date of Grant were the
date such Non-Employee Director first became a
director; provided, further, however, that no stock
option granted granted pursuant to paragraph 4.2 shall
be exercisable until the expiration of six months and
one day following stockholder approval of the First
Amendment. If an optionee shall not in any period
purchase all of the Option Shares which the optionee is
entitled to purchase in such period, the optionee may
purchase all or any part of such Option Shares at any
time after the end of such period and prior to the
expiration of the Option. Notwithstanding the
foregoing, subject to the provisions of paragraph 11.3,
Stock Options granted under this Plan shall not be
exercisable until at least six months and one day after
the actual Date of Grant."
C. Except as hereby amended, the Plan is and shall
remain in full force and effect in accordance with its
terms. Subject to stockholder approval of this First
Amendment, all references in the Plan to "the Plan" or
"this Plan," or words of similar import shall refer to
the Plan as amended by the First Amendment.
D. No Stock Option granted in accordance with
paragraph 4.2 of the Plan shall be exercisable unless
and until, on or before November 2, 1996, holders of a
majority of the Common Stock of the Corporation present
or represented at a meeting at which the First
Amendment is presented for approval (and provided a
quorum is present or represented at the meeting), shall
have approved the First Amendment. If stockholder
approval is not timely obtained, the First Amendment
and all such Stock Options shall be null and void.
61870.1