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EXHIBIT 10.2
SECOND AMENDMENT TO
UNION TEXAS PETROLEUM HOLDINGS, INC.
1994 INCENTIVE PLAN
WHEREAS, UNION TEXAS PETROLEUM HOLDINGS, INC. (the "Company") has
heretofore adopted the UNION TEXAS PETROLEUM HOLDINGS, INC. 1994 INCENTIVE PLAN
(the "Plan"); and
WHEREAS, subsequent thereto, the Company has amended the Plan; and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW THEREFORE, the Plan shall be amended as follows, effective May 9,
1997:
1. Section (6)(h)(iii)(F) shall be amended by adding (i) the
phrase "except as provided below," after the definition of "Termination
Restriction" and before "the Shares" in the first sentence and (ii) the phrase
"or the disposition of Shares in an amount necessary to pay applicable taxes
that become payable as a result of the exercise of the Option" at the end of
the first sentence after "qualified domestic relations order."
2. The following new Section 6(h)(iii)(G) shall be added:
"(G) Notwithstanding the foregoing, an Option or the
Shares received by the Eligible Director upon the exercise of an
Option may be transferred (in whole or in part) by the Eligible
Director to (i) the spouse, children or grandchildren of the Eligible
Director ("Immediate Director Family Members"), (ii) a trust or trust
for the exclusive benefit of the Immediate Director Family Members
and, if applicable, the Eligible Director, (iii) a partnership,
limited liability company or other entity in which such Immediate
Director Family Members and, if applicable, the Eligible Director are
the only partners, members of stockholders, (iv) an organization
described under Section 501(c)(3) of the Code and which is a private
foundation within Section 509(a) of the Code or any trust the only
beneficiary (other than an Immediate Family Member and if applicable,
the Eligible Director) of which is an organization described under
Section 501(c)(3) of the Code and which organization is a private
foundation within Section 509(a) of the Code or (v) to other persons
or entities as approved by the Board. Following transfer, any such
Option or Shares shall continue to be subject to the same terms and
conditions as were applicable to the Option or Shares immediately
prior to transfer."
3. Sections 6(i)(iii)(A) and 6(i)(iii)(B) shall be amended by
adding the phrase "Except as provided below," to the beginning of each such
Section.
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4. Section 6(i)(iii)(C) shall be amended by deleting such Section
(C) and by substituting the following for such Section:
"(C) The Committee may, in its discretion, adopt rules or
guidelines under which any Award (other than an Option intended to
constitute an Incentive Stock Option so long as transferability of an
Incentive Stock Option is prohibited by the Code) previously granted
or to be granted to a Participant may be transferred (in whole or in
part pursuant to such form as approved by the Company) by the
Participant to (i) the spouse, children or grandchildren of the
Participant ("Immediate Family Members"), (ii) a trust or trusts for
the exclusive benefit of the Immediate Family Members and, if
applicable, the Participant, (iii) a partnership, limited liability
company or other entity in which such Immediate Family Members and, if
applicable, the Participant are the only partners, members or
stockholders, (iv) an organization described under Section 501(c)(3)
of the Code and which is a private foundation within Section 509(a) of
the Code or any trust the only beneficiary (other than an Immediate
Family Member and, if applicable, the Participant) of which is an
organization described under Section 501(c)(3) of the Code and which
organization is a private foundation within Section 509(a) of the Code
or (v) to other persons or entities as approved by the Board or the
Committee in its discretion. Following transfer, any such Awards
shall continue to be subject to the same terms and conditions as were
applicable to the Award immediately prior to transfer; provided,
however, that no transferred Award shall be exercisable or payable, as
the case may be, unless arrangements satisfactory to the Company have
been made to satisfy any tax withholding obligations the Company may
have with respect to the Award."
4. As amended hereby, the Plan is specifically ratified and
reaffirmed.
IN WITNESS WHEREOF, this Second Amendment has been executed this 9th
day of May, 1997.
UNION TEXAS PETROLEUM HOLDINGS, INC.
By: /s/ J. L. WHITMIRE
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J. L. Whitmire
Chairman and Chief Executive Officer
ATTEST:
/s/ LINDA L. MEAGHER
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L. L. Meagher
Assistant Secretary