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EXHIBIT 10.80
TRITON ENERGY LIMITED
2000 BROAD-BASED SHARE COMPENSATION PLAN
Triton Energy Limited (the "Company") hereby establishes its 2000
Broad-Based Share Compensation Plan. Capitalized terms used herein are defined
in Article XII.
ARTICLE I
Purpose; Administration; Eligibility
1.1 Purpose. The purpose of the Plan is to help the Company and its
Subsidiaries attract and retain Directors, Employees and Advisors and to provide
such persons with a proprietary interest in the Company, which will (a) increase
the interest of the Directors, Employees and Advisors in the Company's welfare;
(b) furnish an incentive to the Directors, Employees and Advisors to continue
their services for the Company or its Subsidiaries; and (c) provide a means
through which the Company or its Subsidiaries may attract able persons to enter
its employ or serve as Directors, Employees or Advisors.
1.2 Administration. The Plan shall be administered by a committee or
committees of Directors appointed by the Board, each of which may delegate all
or any of a portion of its powers with respect to the Plan to a committee of
Directors, whether or not then serving on the appointing committee; provided
that, with respect to any Stock Option that is intended to satisfy the
requirements of the Section 162(m) Exception, such committee shall consist of at
least such number of Directors as are required from time to time to satisfy the
Section 162(m) Exception, and each such committee member shall qualify as an
"outside director" within the meaning of Section 162(m). Any member of any such
committee may be removed at any time, with or without cause, by resolution of
the Board. Any vacancy occurring in the membership of the committee may be
filled by appointment by the Board.
The Committee may adopt such rules and regulations for its operation as
it deems appropriate. A majority of the Committee shall constitute a quorum and
the act of a majority of the members of the Committee present at a meeting at
which a quorum is present shall be the act of the Committee. Subject to the
terms hereof, the Committee shall have complete discretion and authority to (i)
designate from time to time the persons to whom Stock Options will be granted
and Restricted Shares will be issued, (ii) interpret the Plan, (iii) prescribe,
amend, and rescind any rules and regulations necessary or appropriate for the
administration of the Plan, (iv) determine the terms, details and provisions of
each Stock Option Agreement and Restricted Share Agreement, (v) modify or amend
any Stock Option Agreement, and Restricted Share Agreement or modify, amend or
waive any terms, conditions or restrictions applicable to any Stock Option or
Restricted Shares, and (vi) make such other determinations and, subject to the
terms of the Plan, take such other action as it deems necessary or advisable.
Except as provided below, any interpretation, determination, or other action
made or taken by the Committee shall be final, binding, and conclusive on all
interested parties, including the Company and all Participants.
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1.3 Eligibility. Any Director, Employee and Advisor whose judgment,
initiative, and efforts contributed or may be expected to contribute to the
successful performance of the Company is eligible to participate in the Plan.
The Committee's determinations under the Plan (including without limitation
determinations of which persons, if any, are to receive Stock Options and
Restricted Shares, the form, amount and timing of such Stock Options and
Restricted Shares, the terms and provisions of such Stock Options and Restricted
Shares and any agreements evidencing same) need not be uniform and may be made
by it selectively among Employees, Directors and/or Advisors who receive, or are
eligible to receive, Stock Options and Restricted Shares under the Plan.
1.4 Broad-Based Limitation. The Plan is intended to constitute a
"broadly-based" plan for purposes of the rules of the New York Stock Exchange.
Accordingly, at least a majority of the Ordinary Shares underlying awards
granted under the Plan, whether as Restricted Shares or underlying Stock
Options, during the three-year period commencing on the date the Plan is adopted
by the Company shall be awarded to Employees who are not "officers" (as defined
in the rules of the New York Stock Exchange) or Directors.
ARTICLE II
Shares Subject to Plan
The Committee may not grant Stock Options or issue Restricted Shares
under the Plan for more than 1,200,000 Ordinary Shares, in the aggregate (as may
be adjusted in accordance with Article VIII or IX hereof), and no Participant
shall be eligible to receive more than 50% of such shares. Shares to be
distributed and sold may be made available from either authorized but unissued
Ordinary Shares or Ordinary Shares held by the Company in its treasury. Shares
that by reason of the expiration or unexercised termination of a Stock Option or
forfeited Restricted Shares are no longer subject to issuance to the Participant
may be reofferred under the Plan.
ARTICLE III
Stock Options
3.1 Eligibility. Subject to the limitations contained in the Plan, the
Committee shall, from time to time, select the particular Directors, Employees
and Advisors to whom the Stock Options provided under this Article are to be
granted.
3.2 Grant of Stock Options. All grants of Stock Options under this
Article shall be awarded by the Committee at such times and for such amounts as
the Committee may determine. The grant of Stock Options shall be evidenced by
Stock Option Agreements setting forth the total number of shares subject to each
Stock Option, the option exercise price, the term of the Stock Option, and such
other terms and provisions as are not inconsistent with the Plan.
3.3 Option Exercise Price. The exercise price for a Stock Option
granted under this Article shall be determined by the Committee and shall be an
amount not less than 100% of the Fair Market Value per Ordinary Share on the
Date of Grant.
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3.4 Option Period. The option period for each Stock Option granted
under this Article will begin and terminate on the respective dates specified by
the Committee. No Stock Option granted under the Plan may be exercised at any
time after its term. The Committee may provide that Stock Options granted under
this Article may vest and be exercised in installments and upon such terms,
conditions and restrictions as it may determine.
3.5 Payment. Full payment for shares purchased upon exercise of a Stock
Option shall be made (i) in cash, (ii) by certified or cashier's check, (iii) if
permitted by the Committee, by Ordinary Shares, (iv) if permitted by the
Committee, and if permitted under applicable law, by delivery of a promissory
note for the purchase price, which note shall provide for full personal
liability of the maker and shall contain such other terms and provisions as the
Committee may determine, including without limitation the right to repay the
note partially or wholly with Ordinary Shares, (v) by delivery of a copy of
irrevocable instructions from the Participant to a broker or dealer, reasonably
acceptable to the Company, to sell certain of the shares purchased upon exercise
of the Stock Option or to pledge them as collateral for a loan and promptly
deliver to the Company the amount of sale or loan proceeds necessary to pay such
purchase price or (vi) if permitted by the Committee, and to the extent
permitted under applicable law, by any combination of the foregoing. If any
portion of the purchase price or a note given at the time of exercise is paid in
Ordinary Shares, those shares shall be valued at the then Fair Market Value.
3.6 Exercise of Stock Options. Stock Options granted under the Plan may
be exercised during the option period, at such times and in such amounts, in
accordance with the terms and conditions and subject to such restrictions as are
set forth herein and in the applicable Stock Option Agreements. The Committee
shall have the right to accelerate the time at which any Stock Option granted
under this Article shall become vested and exercisable.
Subject to such administrative regulations as the Committee may from
time to time adopt, a Stock Option will be deemed exercised for purposes of the
Plan when (i) written notice of exercise has been received by the Company (which
notice shall set forth the number of Ordinary Shares with respect to which the
Stock Option is to be exercised and the date of exercise thereof) and (ii)
payment of the Option Exercise Price is received by the Company in accordance
with Section 3.5 above; provided that, with respect to a cashless exercise of
any Stock Option (in accordance with clause (v) of Section 3.5 above), such
Stock Option will be deemed exercised for purposes of the Plan on the date of
sale of the Ordinary Shares received upon exercise.
ARTICLE IV
Restricted Shares
4.1 Eligibility. The Committee shall have complete discretion to select
the particular Directors, Employees and Advisors to whom Restricted Shares may
be issued, if any.
4.2 Transfer Restrictions. Subject to the terms, provisions and
conditions of the Plan, the Committee shall, upon the approval of the issuance
of Restricted Shares, determine the number of shares to be issued to each
Participant and to prescribe the form of the instruments evidencing any issuance
of Restricted Shares and the legend, if any, to be affixed to the
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certificates representing Restricted Shares. Restricted Shares shall not be
sold, transferred or otherwise disposed of, and shall not be pledged or
otherwise hypothecated (any such sale, transfer or other disposition, pledge or
other hypothecation being referred to as "to dispose of" or a "disposition"), by
any Participant except as permitted under any conditions imposed by the
Committee in connection with the issuance thereof. The Committee may require any
Participant to whom Restricted Shares are issued to execute and deliver to the
Company a stock power in blank with respect to the shares issued and may require
that the Company retain possession of the certificates for shares with respect
to which the restrictions have not lapsed.
4.3 Notice to Company of Section 83(b) Election. Any Participant who
exercises the election under Section 83(b) of the Code to have his receipt of
Restricted Shares taxed currently without regard to the restrictions shall give
notice to the Company of such election immediately upon making the election.
Such an election must be made within 30 days of the effective date of issuance
and cannot be revoked except with the consent of the Internal Revenue Service,
as required by the treasury regulations under the Code.
4.4 Withholding. The Company is authorized to withhold any tax required
to be withheld from the amount considered as taxable compensation to the
Participant. In the event that funds are not otherwise available to cover any
required withholding tax, the Participant shall be required to provide such
funds before shares shall be issued to him.
ARTICLE V
Termination of Employment or Service
In the event a Participant who is an Employee shall cease to be
employed by the Company or a Subsidiary, or a Participant who is a Director or
Advisor shall cease to serve as a Director or Advisor, for any reason other than
death, Retirement, Disability or for Cause, (i) the Committee shall have the
ability to accelerate the vesting of the Participant's Stock Option and the
lapse of any transfer restrictions imposed on Restricted Shares in its sole
discretion, and (ii) except as otherwise provided by the Committee at the time
of the grant of a Stock Option, such Participant's Stock Option shall be
exercisable (to the extent exercisable on the date of termination of employment
or service as a Director or Advisor, or, if the Committee, in its discretion,
has accelerated the vesting of such Stock Option, to the extent exercisable
following such acceleration) at any time within one year after the date of
termination of employment or service as a Director or Advisor, unless the
Committee agrees, in its sole discretion, to further extend the term of such
Stock Option.
In addition, except as otherwise provided by the Committee at the time
of the grant of a Stock Option or the issuance of Restricted Shares, a
Participant's Stock Option may be exercised and any transfer restrictions
imposed on a Participant's Restricted Shares shall lapse as follows in the event
such Participant ceases to serve as an Employee, Director or Advisor due to
death, Disability, Retirement or for Cause:
(a) Death. If a Participant dies while employed by the Company
or a Subsidiary, or while serving as a Director or Advisor, or within
three months after ceasing to be an Employee, Director or Advisor, his
Stock Option shall become fully
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vested and exercisable on the date of his death and shall expire three
years thereafter, unless by its terms it expires sooner or the
Committee agrees, in its sole discretion, to further extend the term of
such Stock Option, and any transfer restrictions imposed on a
Participant's Restricted Shares shall lapse. During such period, the
Stock Option may be fully exercised, to the extent that it remains
unexercised on the date of death, by the Participant's personal
representative or by the distributees to whom the Participant's rights
under the Stock Option shall pass by will or by the laws of descent and
distribution.
(b) Retirement. If a Participant ceases to be employed by the
Company or a Subsidiary, or ceases to serve as a Director or Advisor,
as a result of Retirement, (i) the Committee shall have the ability to
accelerate the vesting of the Participant's Stock Option and the lapse
of any transfer restrictions imposed on Restricted Shares in its sole
discretion, and (ii) the Participant's Stock Option shall be
exercisable (to the extent exercisable on the effective date of such
retirement or, if the vesting of such Stock Option has been
accelerated, to the extent exercisable following such acceleration) at
any time within one year after the effective date of such Retirement,
unless by its terms the Stock Option expires sooner or the Committee
agrees, in its sole discretion, to further extend the term of such
Stock Option.
(c) Disability. If a Participant ceases to be employed by the
Company or a Subsidiary, or ceases to serve as a Director or Advisor,
as a result of Disability, the Participant's Stock Option shall become
fully vested and exercisable and shall expire 12 months thereafter,
unless by its terms it expires sooner or, unless the Committee agrees,
in its sole discretion, to extend the term of such Stock Option, and
any transfer restrictions imposed on a Participant's Restricted Shares
shall lapse.
(d) Cause. If a Participant ceases to be employed by the
Company or a Subsidiary, or ceases to serve as a Director or Advisor,
because the Participant is terminated for Cause, the Participant's
Stock Option shall automatically terminate, and any Restricted Shares
as to which the transfer restrictions imposed thereon have not lapsed
shall be returned and forfeited to the Company, unless the Committee
otherwise agrees in its sole discretion.
ARTICLE VI
Amendment or Discontinuance
The Plan may be amended or discontinued by the Board or the Committee,
without the approval of the shareholders or Participants; provided that no
termination or amendment of the Plan may, without the consent of the Participant
to whom any Stock Option has theretofore been granted or Restricted Shares have
been issued, adversely affect the rights of such Participant with respect to
such Stock Option or Restricted Shares.
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ARTICLE VII
Term
The Plan may be terminated at any time by action of the Board or the
Committee; provided that such termination will not adversely affect the terms of
any outstanding Stock Options or Restricted Shares.
ARTICLE VIII
Capital Adjustments
If at any time while the Plan is in effect or unexercised Stock Options
are outstanding there shall be any increase or decrease in the number of issued
and outstanding Ordinary Shares, or there shall be a change in the issued and
outstanding Ordinary Shares, through the declaration of a share dividend or
through any recapitalization, stock split, combination, or exchange of Ordinary
Shares, then and in such event:
(i) Any Restricted Shares issued or deemed issued hereunder
will be deemed outstanding and affected in the same manner as the
outstanding Ordinary Shares (provided that any securities or other
property distributed or deemed distributed in respect of Restricted
Shares shall be subject to the transfer restrictions then imposed on
the underlying Restricted Shares);
(ii) An appropriate adjustment shall be made in the maximum
number of Ordinary Shares then subject to being awarded under grants
pursuant to the Plan, to the end that the same proportion of the
Company's issued and outstanding Ordinary Shares shall continue to be
subject to being so awarded; and
(iii) Appropriate adjustments shall be made in the number of
Ordinary Shares and the exercise price per share thereof then subject
to purchase pursuant to each Stock Option previously granted and
unexercised, to the end that the same proportion of the Company's
issued and outstanding Ordinary Shares in each instance shall remain
subject to purchase at the same aggregate exercise price.
Any fractional shares resulting from any adjustment made pursuant to
this Article shall be rounded to the nearer whole share for the purposes of such
adjustment. Except as otherwise expressly provided herein, the issuance by the
Company of shares of any class, or securities convertible into shares of any
class, either in connection with direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number of
or exercise price of Ordinary Shares then subject to outstanding Stock Options
granted under the Plan.
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ARTICLE IX
Recapitalization, Merger and Consolidation
(a) The existence of this Plan shall not affect in any way the
right or power of the Company or its shareholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any
merger, share exchange or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference shares ranking prior
to or otherwise affecting the Ordinary Shares or the rights thereof (or
any rights, options or warrants to purchase same), or the dissolution
or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.
(b) Subject to any required action by the shareholders, if the
Company shall be the surviving or resulting corporation in any merger,
share exchange or consolidation, any outstanding Stock Option granted
hereunder shall pertain to and apply to the securities or rights
(including cash, property or assets) to which a holder of the number of
Ordinary Shares subject to the Stock Option would have been entitled.
(c) In the event of any merger, share exchange or
consolidation pursuant to which the Company is not the surviving or
resulting corporation, there shall be substituted for each Ordinary
Share subject to the unexercised portions of such outstanding Stock
Option that number of shares of each class of shares or other
securities or that amount of cash, property or assets of the surviving
or consolidated company which were distributed or distributable to the
shareholders of the Company in respect of each Ordinary Share held by
them, such outstanding Stock Options to be thereafter exercisable for
such shares, securities, cash or property in accordance with their
terms.
(d) In the event of a Change in Control of the Company, then,
notwithstanding any other provision in the Plan to the contrary, the
vesting of all unvested installments of Stock Options outstanding shall
thereupon automatically be accelerated and all such Stock Options shall
become exercisable in full and any transfer restrictions remaining
applicable to Restricted Shares shall automatically lapse.
(e) In case the Company shall, at any time while any Stock
Option under this Plan shall be in force and remain unexpired, (i) sell
all or substantially all of its property, or (ii) dissolve, liquidate,
or wind up its affairs, then each Participant may thereafter receive
upon exercise thereof (in lieu of each Ordinary Share which such
Participant would have been entitled to receive) the same kind and
amount of any securities or assets as may be issuable, distributable or
payable upon any such sale, dissolution, liquidation, or winding up
with respect to each Ordinary Share. In the event that the Company
shall, at any time prior to the expiration of any Stock Option, make
any partial distribution of its assets in the nature of a partial
liquidation, spin-off or other special distribution, then the Committee
may make or provide for such adjustment in the number of Ordinary
Shares covered by outstanding Stock Options, in the exercise price
applicable to such
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Stock Options and/or in the kind of shares covered thereby that the
Committee, in its sole discretion, exercised in good faith, may
determine is equitably required to prevent dilution or enlargement of
rights of Participants that otherwise would result therefrom.
ARTICLE X
Options in Substitution for Stock Options
Granted by Other Corporations
Stock Options may be granted under the Plan from time to time in
substitution for stock options held by employees of a corporation who become or
are about to become Employees of the Company or a Subsidiary as the result of a
merger or consolidation of the employing corporation with the Company or a
Subsidiary, the acquisition by either of the foregoing of stock of the employing
corporation as the result of which it becomes a Subsidiary or a sale of
substantially all of the assets of the employing corporation. The terms and
conditions of the substitute options so granted may vary from the terms and
conditions set forth in this Plan to such extent as the Committee at the time of
grant may deem appropriate to conform, in whole or in part, to the provisions of
the options in substitution for which they are granted.
ARTICLE XI
Miscellaneous Provisions
11.1 Transferability of Stock Options. The Committee may, in its sole
discretion, provide in any Stock Option Agreement (or in an amendment to any
existing Stock Option Agreement) such provisions regarding transferability of
the Stock Options as the Committee, in its sole discretion, deems appropriate.
Unless otherwise provided by the Committee at the time of the grant of a Stock
Option, no Stock Option shall be assignable or transferable by a Participant,
except (i) by will or by the laws of descent and distribution, (ii) pursuant to
the terms of a domestic relations order (as defined by the Internal Revenue Code
of 1986, as amended, or Title I of the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder), or (iii) to members of the
Participant 's immediate family (i.e., parents, children, grandchildren or
spouse), trusts for the benefit of such immediate family members, and
partnerships in which such immediate family members are partners; provided that
any such transfer shall be in accordance with all applicable laws, rules and
regulations; and provided further that the provisions of the applicable Stock
Option Agreement and the Plan that are governed by the Participant 's employment
status with the Company or any Subsidiary shall continue in effect
notwithstanding any such transfer.
11.2 Investment Intent. The Company may require that there be presented
to and filed with it by any Participant(s) under the Plan, such evidence as it
may deem necessary to establish that the Stock Options granted or the Ordinary
Shares to be issued, purchased or transferred are being acquired for investment
and not with a view to their distribution.
11.3 No Right to Continue Employment. Nothing in the Plan or the grant
of any Stock Option or the issuance of any Restricted Shares confers upon any
Director, Officer, Employee or Advisor the right to continue in the employ or
service of the Company or interferes with or
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restricts in any way the right of the Company to discharge or remove any
Director, Officer, Employee or Advisor at any time (subject to any contract
rights of such person).
11.4 Shareholders' Rights. The holder of a Stock Option shall have none
of the rights or privileges of a shareholder except with respect to shares which
have been actually issued.
11.5 Tax Withholding.
(a) Whenever Ordinary Shares are to be issued in satisfaction
of a Stock Option granted hereunder, the Company shall have the right
to require the Participant to remit to the Company an amount sufficient
to satisfy federal, state, local or other withholding tax requirements
(whether so required to secure for the Company an otherwise available
tax deduction or otherwise) prior to the delivery of any certificate or
certificates for such shares.
(b) When a Participant is required to pay to the Company an
amount required to be withheld under applicable tax laws in connection
with a Stock Option, such payment may be made (i) in cash, (ii) by
check, (iii) if permitted by the Committee, by delivery to the Company
of Ordinary Shares already owned by the Participant having a Fair
Market Value on the date the amount of tax to be withheld is to be
determined (the "Tax Date") equal to the amount required to be
withheld, (iv) if permitted by the Committee, through the withholding
by the Company of a portion of the Ordinary Shares acquired upon the
exercise of the Stock Options having a Fair Market Value on the Tax
Date equal to the amount required to be withheld, or (v) in any other
form of valid consideration, as permitted by the Committee in its
discretion.
11.6 Indemnification of Board and Committee. No member of the Board or
the Committee, nor any officer or Employee of the Company acting on behalf of
the Board or the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and all members of the Board or the Committee and each and any officer or
Employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company in respect of any such
action, determination or interpretation.
11.7 Government Regulations. Notwithstanding any of the provisions
hereof, or of any written agreements evidencing Stock Options or Restricted
Shares granted or issued hereunder, the obligation of the Company to issue, sell
and deliver shares and remove any restrictions on any Restricted Shares shall be
subject to all applicable laws, rules and regulations and to such approvals by
any government agencies or national securities exchanges as may be required. The
Participant shall not exercise any Stock Option, and the Company shall not be
obligated to issue any shares or remove restrictions on any Restricted Shares,
if such exercise, issuance or removal would constitute a violation by the
Participant or the Company of any provision of any law or regulation of any
governmental authority or any agreement with any stock exchange.
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ARTICLE XII
Definitions
For the purpose of this Plan, unless the context requires otherwise,
the following terms shall have the meanings indicated:
"Advisor" means any person performing services for the Company or any
Subsidiary of the Company, with or without compensation, to whom the Company
chooses to grant Stock Options or to whom the Company chooses to issue
Restricted Shares in accordance with the Plan, provided that bona fide services
must be rendered by such person and such services shall not be rendered in
connection with the offer or sale of securities in a capital-raising
transaction.
"Board" means the Board of Directors of the Company as constituted from
time to time.
"Cause" means an act or acts involving a felony, fraud, willful
misconduct, the commission of any act that causes or reasonably may be expected
to cause substantial injury to the Company, or other good cause. The term "other
good cause" shall include, but shall not be limited to, habitual impertinence, a
pattern of conduct that tends to hold the Company up to ridicule in the
community, conduct disloyal to the Company, conviction of any crime of moral
turpitude, and substantial dependence, as judged by the Committee, on alcohol or
any controlled substance. To the extent that a Participant is a party to a
written employment agreement with the Company or any Subsidiary that contains a
provision setting forth consequences for termination for cause and a definition
of cause, such definition shall control with respect to benefits granted
hereunder.
"Change in Control" means the occurrence of any of the following
events: (i) there shall be consummated (x) any consolidation, amalgamation,
merger or other form of business combination of the Company, or to which the
Company is a party, in which (I) the Company is not the continuing or surviving
corporation or (II) where the Company is the continuing or surviving
corporation, the Company's Ordinary Shares would be converted into cash,
securities or other property, or the holders of the Company's Ordinary Shares
immediately prior to the consolidation, amalgamation, merger or other form of
business combination would represent less than a majority of the common stock or
ordinary shares of the surviving corporation immediately after the
consolidation, amalgamation, merger or other form of business combination, or
(y) any sale, lease, exchange or other transfer (excluding transfer by way of
pledge or hypothecation), in one transaction or a series of related
transactions, of all, or substantially all, of the assets of the Company, (ii)
the shareholders of the Company approve any plan or proposal for the liquidation
or dissolution of the Company, (iii) any "person" (as such term is defined in
Section 3(a)(9) or Section 13(d)(3) under the Securities Exchange Act of 1934,
as amended (the "1934 Act")) or any "group" (as such term is used in Rule 13d-5
promulgated under the 1934 Act), other than the Company or any successor of the
Company or any Subsidiary of the Company or any employee benefit plan of the
Company or any Subsidiary (including such plan's trustee), becomes, without the
prior approval of the Board, a beneficial owner for purposes of Rule 13d-3
promulgated under the 1934 Act, directly or indirectly, of securities of the
Company representing 25.0% or
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more of the Company's then outstanding securities having the right to vote in
the election of Directors of the Company, or (iv) during any period of two
consecutive years, individuals who, at the beginning of such period constituted
the entire Board (the "Incumbent Directors"), cease for any reason (other than
death) to constitute a majority of the Directors of the Company, unless the
election, or the nomination for election, by the Company's shareholders, of each
new Director of the Company was approved by a vote of at least two-thirds of the
Incumbent Directors (so long as such new Director was not nominated by a person
who expressed an intent to effect a change in control of the Company or engage
in a proxy or other control contest) in which case such new Director shall be
considered an Incumbent Director.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee or committees appointed or designated
by the Board or another Committee in accordance with Section 1.2 of the Plan.
"Date of Grant" means the effective date on which a Stock Option is
awarded to a Director, Employee, or Advisor as set forth in the Stock Option
Agreement.
"Director" means a member of the Board.
"Disability" means an event whereby a Participant is rendered unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment in accordance with policies as may be
determined from time to time by the Committee.
"Employee" means an employee of the Company or of any Subsidiary.
"Fair Market Value" of an Ordinary Share means (i) the closing price
per share on the principal stock exchange on which the Ordinary Shares are
traded, or (ii) if not listed for trading on a stock exchange, the mean between
the closing or average (as the case may be) bid and asked prices per Ordinary
Share on the over-the-counter market, whichever is applicable.
"1934 Act" means the Securities Exchange Act of 1934, as amended.
"Ordinary Shares" means the Ordinary Shares, par value $.01 per share,
of the Company or in the event that the outstanding Ordinary Shares are
hereafter changed into or exchanged for shares or other securities of the
Company or another issuer, such other shares or securities.
"Participant" means any Employee, Director or Advisor who is, or who is
proposed to be, a recipient of a Stock Option or Restricted Shares.
"Plan" means this Triton Energy Limited 2000 Broad Based Share
Compensation Plan, as amended from time to time.
"Restricted Shares" means Ordinary Shares issued to a Participant
pursuant to Article IV.
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"Retirement" of a Participant shall be deemed to be retirement in
accordance with policies as may be determined from time to time by the
Committee.
"Restricted Share Agreement" means an agreement between the Company and
a Participant with respect to the issuance of Restricted Shares.
"Section 162(m)" means Section 162(m) of the Code and the regulations
promulgated thereunder from time to time.
"Section 162(m) Exception" means the exception under Section 162(m) for
"qualified performance-based compensation."
"Stock Options" means any and all Stock Options granted pursuant to
Article III of the Plan. Stock Options are not intended to be treated as an
"incentive stock option" under Section 422 of the Code.
"Stock Option Agreement" means an agreement between the Company and a
Participant with respect to one or more Stock Options.
"Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain, and "Subsidiaries" means more than one of any such corporations.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed effective as of the 25th day of August, 2000.
TRITON ENERGY LIMITED
By:
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James C.Musselman, President and
Chief Executive Officer
Attest:
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Thomas J. Murphy,
Secretary