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EXHIBIT 10.1
AMENDMENT TO
NONEMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT(S)
WHEREAS, SEAGULL ENERGY CORPORATION, a Texas corporation (the
"Company") has previously adopted the SEAGULL ENERGY CORPORATION 1993
NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN (the "Directors' Option Plan"); and
WHEREAS, certain nonstatutory stock options (collectively, "Options")
have heretofore been granted to the optionee, a nonemployee director of the
Company (the "Director"), that are currently outstanding under the Directors'
Option Plan, each of such Options being listed on the schedule attached hereto
and evidenced by a Nonemployee Director's Stock Option Agreement (collectively,
the "Agreements"); and
WHEREAS, the Company desires to amend the Agreements in certain
respects; and
WHEREAS, the Board of Directors of the Company has adopted an amendment
to the Agreements and such amendment has been approved by the shareholders of
the Company;
NOW, THEREFORE, the Agreements shall be amended as follows, effective
as of May 14, 1996:
1. Paragraph 3 of the Agreements shall be deleted and the following
shall be substituted therefor:
"3. Exercise of Option. Subject to the earlier expiration of
this Option as herein provided, this Option may be exercised, by
written notice to the Company at its principal executive office
addressed to the attention of its Chairman, President and Chief
Executive Officer, at any time and from time to time after the date of
grant hereof, but, except as otherwise provided below, this Option
shall not be exercisable for more than a percentage of the aggregate
number of shares offered by this Option determined by the number of
full years from the date of grant hereof to the date of such exercise,
in accordance with the following schedule:
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Percentage of Shares
Number of Full Years That May Be Purchased
Less than 1 year 0%
1 year 20%
2 years 40%
3 years 60%
4 years 80%
5 years or more 100%
This Option is not transferable by Director otherwise than by
will or the laws of descent and distribution, and may be exercised only
by Director (or Director's guardian or legal representative) during
Director's lifetime. If a Director's membership on the Board of
Directors of the Company (the "Board") terminates, this Option may be
exercised as follows:
(a) If Director's membership on the Board terminates
for cause or voluntarily by Director not at the request of the
Board, this Option may be exercised by Director at any time
during the period of three months following such termination,
or by Director's estate (or the person who acquires this
Option by will or the laws of descent and distribution or
otherwise by reason of the death of Director) during a period
of one year following Director's death if Director dies during
such three-month period, but in each case only as to the
number of shares Director was entitled to purchase hereunder
upon exercise of this Option as of the date Director's
membership on the Board so terminates. For purposes of this
Agreement, "cause" shall mean Director's gross negligence or
willful misconduct in performance of his duties as a director,
or Director's final conviction of a felony or of a misdemeanor
involving moral turpitude. For purposes of this Agreement, a
Director's termination by reason of the mandatory retirement
policy of the Board shall not constitute a voluntary
termination, and the provisions of clause (b) shall be
applicable to any such termination by reason of mandatory
retirement.
(b) If Director's membership on the Board terminates
for any reason other than as described in clause (a) above
(including without limitation because of Director's death,
disability or by reason of mandatory retirement pursuant to
the policy of the Board), this Option may be exercised in full
by Director at any time until (i) three years after such
termination or (ii) one year after Director's death, whichever
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is later. After Director's death, this Option shall
be exercisable for the periods stated in the immediately
preceding sentence by Director's estate (or the person who
acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of
Director). After Director's termination as a director by
reason of disability, this Option shall be exercisable for
the periods stated in the first sentence of this
clause (b) by Director or by Director's guardian or legal
representative.
This Option shall not be exercisable in any event after the expiration
of ten years from the date of grant hereof. The purchase price of
shares as to which this Option is exercised shall be paid in full at
the time of exercise (A) in cash (including check, bank draft or money
order payable to the order of the Company), (B) by delivering to the
Company shares of Stock having a fair market value equal to the
purchase price, or (C) any combination of cash or Stock. No fraction
of a share of Stock shall be issued by the Company upon exercise
of an Option or accepted by the Company in payment of the purchase
price thereof; rather, Director shall provide a cash payment for such
amount as is necessary to effect the issuance and acceptance of
only whole shares of Stock. Unless and until a certificate or
certificates representing such shares shall have been issued by
the Company to Director, Director (or the person permitted to
exercise this Option in the event of Director's death) shall not be
or have any of the rights or privileges of a shareholder of the
Company with respect to shares acquirable upon an exercise of this
Option."
2. As amended hereby, the Agreements are specifically ratified and
reaffirmed.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, effective as of May 14, 1996.
SEAGULL ENERGY CORPORATION
By:___________________________
Chairman, President and
Chief Executive Officer
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Director