EXHIBIT 10.29
NABORS INDUSTRIES, INC.
AMENDED AND RESTATED
1999 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(AS AMENDED ON MAY 2, 2003)
1. PURPOSE
The purpose of the Nabors Industries, Inc. 1999 Stock Option Plan for
Non-employee Directors as Amended on January 22, 2002 (the "Plan") is to promote
the interests of the Nabors Industries, Inc. (the "Company") and its
stockholders by strengthening the Company's ability to attract and retain the
services of experienced and knowledgeable non-employee directors and by
encouraging such directors to acquire an increased proprietary interest in the
Company.
2. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Article 7, the total number of shares of
common stock, $.10 par value (the "Common Stock") of the Company for which
options may be granted under the Plan shall be 1,500,000 Shares of Common Stock
(the "Shares"). The Shares shall be shares currently authorized but unissued or
currently held or subsequently acquired by the Company as treasury shares,
including shares purchased in the open market or in private transactions. If any
option granted under the Plan expires or terminates for any reason without
having been exercised in full, the Shares subject to, but not delivered under,
such option may become available for the grant of other options under the Plan.
To the extent that Shares are delivered to pay the exercise price of an option,
the number of Shares so delivered shall again be available for grant under the
Plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered, subject to Articles 10 and 11, by the Company's
Board of Directors provided that the Board may appoint a committee (the
"Committee") to administer the Plan. In no event, shall an Eligible Director (as
defined herein) consider or vote on the administration of this Plan or serve as
a member of the Committee. The Board of Directors or, if applicable, the
Committee shall be referred to herein as the "Administrator". Subject to the
terms of the Plan, the Administrator shall have the power to construe the
provisions of the Plan, to determine the resolution of all questions arising
thereunder, and to adopt and amend such rules and regulations for administering
the Plan as the Administrator deems desirable. Any and all decisions of the
Administrator in the administration of the Plan shall be final and conclusive,
including decisions concerning capital adjustments contemplated by Article 7
hereof. No member of the Administrator shall be liable for anything done or
omitted to be done by such member in connection with the Plan, except in
circumstances involving actual bad faith.
4. PARTICIPATION IN THE PLAN
Each member of the Company's Board of Directors (a "Director") who is not
otherwise an employee of the Company or any subsidiary of the Company on the
date of grant and who qualifies as a "non-employee director" pursuant to Rule
16b-3 of the Securities Exchange Act of 1934, as amended ("Rule 16b-3") and as
an "outside director" pursuant to Section 162(m) of the Internal Revenue Code of
1986, as amended and the rules promulgated thereunder ("Section 162(m)") on the
date of the grant (an "Eligible Director") shall be eligible to participate in
the Plan.
5. NON STATUTORY STOCK OPTIONS
All options granted under the Plan shall be non-statutory options not intended
to qualify under Section 422 of the Internal Revenue Code of 1986, as amended.
6. OPTION TERMS
Each option granted to an Eligible Director under the Plan and the issuance of
Shares thereunder shall be subject to the following terms:
6.1 Option Agreements. Each option granted under the Plan shall be
evidenced by an option agreement (an "Agreement") duly
executed on behalf of the Company and by the Eligible Director
to whom such option is granted and dated as of the applicable
date of grant. Each Agreement shall be signed on behalf of the
Company by an officer or officers delegated such authority by
the Administrator using either manual or facsimile signature.
Each Agreement shall comply with and be subject to the terms
and conditions of the Plan. Any Agreement may contain such
other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Administrator. The terms
and provisions of any particular Agreement may differ from the
terms and provisions of any other Agreement.
6.2 Grants. Options shall be granted by the Administrator to
Eligible Directors.
6.3 Option Exercise Price. Each Agreement shall state the exercise
price per share of each share of Common Stock to which it
relates. The exercise price per share of Common Stock subject
to an option shall not be less than 100% of the Fair Market
Value on the date of grant. For purposes of the Plan, the Fair
Market Value per share of Common Stock shall be the last sale
price regular way on the date of reference, or, in the case no
sale takes place on such date, the average of the closing high
bid and low ask prices regular way, in either case on the
principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if the Common Stock
is not listed or admitted to trading on any national
securities exchange, the last sale price reported on the
National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") on
such date, or the average of the closing high bid and low ask
prices of the Common Stock in the over-the-counter market
reported on NASDAQ on such date, whichever is applicable or,
if there are not such prices reported on NASDAQ on such date,
then
as furnished to the Administrator by any New York Stock
Exchange member selected from time to time by the
Administrator for such purpose. If there is no sale, bid or
asked price reported on any such date, the market value shall
be determined by any other appropriate method selected by the
Administrator.
6.4 Vesting; Exercisability. Subject to Section 6.7, Options shall
vest and become non-forfeitable on the earlier of:
a. the date specified in the applicable Agreement;
b. an optionee's voluntary retirement or declining to
stand for re-election.
6.5 Time and Manner of Option Exercise. Any vested and exercisable
option is exercisable in whole or in part at any time or from
time to time during the option period by giving written
notice, signed by the person exercising the option, to the
Company stating the number of Shares with respect to which the
option is being exercised, accompanied by payment in full of
the option exercise price for the number of Shares to be
purchased and by the payment or making provision satisfactory
to the Company for the payment of any taxes which the Company
is obligated to collect with respect to the issue or transfer
of the Shares upon such exercise. The date both such notice
and payment are received by the office of the Secretary of the
Company shall be the date of exercise of the stock option as
to such number of Shares. No option may at any time be
exercised with respect to a fractional Share.
6.6 Payment of Exercise Price. Payment of the option exercise
price may be in cash or by bank-certified, cashier's, or
personal check or payment may be in whole or part by
a. transfer to the Company of shares of Common Stock
having a Fair Market Value equal to the option
exercise price at the time of such exercise, or
b. delivery of instructions to the Company to withhold
Shares, that would otherwise be issued on such
exercise of the option, having a Fair Market Value at
the time of such exercise equal to the total option
exercise price of the options being exercised.
If the Fair Market Value of the number of whole shares transferred or the number
of whole option Shares surrendered is less than the total exercise price of the
option being exercised, the shortfall must be made up in cash or other form of
payment as permitted under this Section 6.6.
6.7 Term of Options. Each Option shall expire ten years from its
date of grant, but shall be subject to earlier termination as
follows:
a. On the date of the termination of an optionee's
service as a Director by reason of becoming a full
time employee of the Company or a subsidiary of the
Company, all unvested options granted pursuant to
this Plan shall automatically expire and shall not be
exercisable, and all options vested but unexercised
shall continue to be exercisable until the stated
expiration date of such options.
b. In the event of the death or disablement of an
optionee while the optionee is a Director, the
then-outstanding options of such optionee shall be
exercisable for two years from the date of the death
or disablement of the optionee or until the stated
grant expiration date, whichever is earlier, by the
optionee or by his/her successors in interest, in
accordance with the paragraph below. All unvested
options shall automatically vest and become
non-forfeitable as of the date of death or
disablement and shall be exercisable for two years
from the date of the death of the optionee or until
the stated grant expiration date, whichever is
earlier, by the optionee or by his/her successors in
interest, in accordance with the paragraph below.
c. In the event of the termination of an optionee's
service as a Director by the Board of Directors for
cause or the failure of such Director to be
re-elected (other than for the reasons set forth in
Section 6.7(a) or (b)), the Administrator in its sole
discretion can cancel the then-outstanding options of
such optionee, including those options which have
vested pursuant to Section 6.4, and such options
shall automatically expire and become non-exercisable
on the effective date of such termination.
Exercise of a deceased optionee's exercisable options shall be by the estate of
such optionee or by a person or persons whom the optionee has designated in
writing filed with the Company, or, if no such designation has been made, by the
person or persons to whom the optionee's rights have passed by will or the laws
of descent and distribution.
6.8 Transferability. No options granted hereunder may be
transferred, pledged, assigned or otherwise encumbered by an
optionee except:
(a) by will;
(b) by the laws of descent and distribution;
(c) to charities or other not-for-profit organizations;
or
(d) if permitted by the Administrator and so provided in
the Agreement or an amendment thereto, (i) pursuant
to a domestic relations order, as defined in the
Internal Revenue Code of 1986, as amended, (ii) to
Immediate Family Members (as defined below), (iii) to
a partnership in which Immediate Family Members, or
entities in which Immediate Family Members are the
owners, members or beneficiaries, as appropriate, are
the partners, (iv) to a limited liability company in
which Immediate Family Members, or entities in which
Immediate Family Members are the owners, members or
beneficiaries, as appropriate, are the members, or
(v) to a trust for the benefit of Immediate Family
Members;
provided, however, that no more than a de minimus
beneficial interest in a partnership, limited
liability company or trust described in (iii), (iv)
or (v) above may be owned by a person who is not an
Immediate Family Member or by an entity that is not
beneficially owned solely by Immediate Family
Members. "Immediate Family Members" shall be defined
as the spouse and natural or adopted children or
grandchildren of the optionee and their spouses.
Except as set forth above, an optionee's rights and interest
under the Plan may not be assigned or transferred in whole or
in part either directly or by operation of law or otherwise,
including, but not limited to, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, and no
such right or interest or any participant in the Plan shall be
subject to any obligation or liability of such participant.
6.9 Limitation of Rights.
6.9.1 Limitation as to Shares. Neither the recipient of an option
under the Plan nor an optionee's successor or successors in
interest shall have any rights as a stockholder of the Company
with respect to any Shares subject to an option granted to
such person until the date of issuance of a stock certificate
for such Shares.
6.9.2 Limitation as to Directorship. Neither the Plan, nor the
granting of an option, nor any other action taken pursuant to
the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that an Eligible Director
has a right to continue as a Director for any period of time
or at any particular rate of compensation.
6.10 Regulatory Approval and Compliance. The Company shall not be
required to issue any certificate or certificates for Shares
upon the exercise of an option granted under the Plan or to
record as a holder of record of Shares the name of the
individual exercising an option under the Plan, without
obtaining to the complete satisfaction of the Administrator
the approval of all regulatory bodies deemed necessary by the
Administrator and without complying, to the Administrator's
complete satisfaction, with all rules and regulations under
federal, state, or local law deemed applicable by the
Administrator.
6.11 Tax Withholding. Eligible Directors participating in the Plan,
upon exercise of any options pursuant to the Plan, may
instruct the Company to withhold option Shares, that would
otherwise be issuable upon such exercise, to cover withholding
taxes.
6.12 Cashing Out of Stock Option. On receipt of written notice of
exercise, the Administrator may elect to cash out all or part
of the portion of the shares of Common Stock for which an
option is being exercised by paying the optionee an amount, in
cash or Common Stock, as determined by the Administrator,
equal to the excess of the Fair Market Value of the Common
Stock over the option price
multiplied by the number of shares of Common Stock for which
the option is being exercised on the effective date of such
cash-out.
6.13 Deferral of Option Shares. The Administrator may from time to
time establish procedures pursuant to which an optionee may
elect to defer, until a time or times later than the exercise
of an option, receipt of all or a portion of the shares
subject to such option and/or to receive cash at such later
time or times in lieu of such deferred shares, all on such
terms and conditions as the Administrator shall determine. If
any such deferrals are permitted, an optionee who elects such
deferral shall not have any rights as a stockholder with
respect to such deferred shares unless and until certificates
representing such shares are actually delivered to the
optionee with respect thereto, except to the extent otherwise
permitted by the Administrator.
7. CAPITAL ADJUSTMENTS
If any change is made to the Common Stock subject to the Plan, through merger,
consolidation, reorganization, recapitalization, stock dividend, spin-off, stock
split, combination of shares, rights offerings, change in corporate structure of
the Company, or otherwise, appropriate adjustments as conclusively determined by
the Administrator will be made (A) to the number or type of securities or other
property subject to and reserved for issuance or transfer under the Plan and,
(B) in order to prevent dilution or enlargement of the rights of Optionees, to
the number of Stock Options, securities or other property underlying the Options
and Option price of securities subject to outstanding Options.
8. EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan shall be
borne by the Company, and none of such expenses shall be charged to any
optionee.
9. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective December 30, 1998 (the "Effective Date"). The Plan
shall continue in effect until it is terminated by action of the Company's Board
of Directors but such termination shall not affect the terms of any
then-outstanding options.
10. TERMINATION AND AMENDMENT OF THE PLAN
The Company's Board of Directors may at any time terminate or from time to time
amend, modify or suspend this Plan; provided, however, that no such amendment or
modification shall be made which would cause the participants to fail to qualify
as "outside directors" for purposes of Section 162(m) or as "non-employee
directors" for purposes of Rule 16b-3 or which would cause the grants not to be
exempt from Section 16 of the Securities Exchange Act of 1934, as amended. No
amendment of the Plan shall materially and adversely affect any right of any
optionee with respect to any option theretofore granted without such optionee's
written consent.
11. OTHER
It is intended that the participants in the Plan shall qualify as "outside
directors" for purposes of Section 162(m) and as "non-employee directors" for
purposes of Rule 16b-3 and that grants under the Plan shall be exempt from
Section 16 of the Securities Exchange Act of 1934, as amended and this Plan
shall be construed and interpreted in a manner not inconsistent with this
intent.