EXHIBIT 10.80
TRITON ENERGY LIMITED
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EMPLOYEE'S NON-QUALIFIED STOCK OPTION AGREEMENT
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1. Grant of Option. Pursuant to the Triton Energy Limited
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_______________________ Plan (as amended, the "Plan"), for employees and
directors of Triton Energy Limited, a Cayman Islands company (the "Company"), or
any of its Subsidiaries, the Company grants to
_____________________________
(Name of Option Holder)
an option to purchase from the Company a total of _________ full Ordinary Shares
("Optioned Shares"), $.01 par value ("Ordinary Shares"), of the Company at
$__________ per share (being at least the fair market value per share of the
Ordinary Shares on this Date of Grant), in the amounts, during the periods and
upon the terms and conditions set forth in this Agreement. The Date of Grant of
this Stock Option is __________________.
2. Time of Exercise.
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(a) Except only as specifically provided elsewhere in this Agreement,
this Stock Option is exercisable in the following cumulative installments:
First installment. Up to 33-1/3% of the total Optioned Shares at any time
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on and after the first anniversary of the Date of Grant.
Second installment. Up to an additional 33 1/3% of the total Optioned
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Shares at any time on and after the second anniversary of the Date of
Grant.
Third installment. Up to an additional 33 1/3% of the total Optioned
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Shares at any time on and after the third anniversary of the Date of Grant.
No part of this Stock Option may be exercised after 5:00 p.m., Dallas, Texas
time, on _______________________.
(b) Notwithstanding the foregoing paragraph (a), in the event of the
Option Holder's death while employed or termination of employment as a result of
Retirement or Disability, all unmatured installments of Stock Options
outstanding shall automatically be accelerated and exercisable in full by the
Option Holder or his representative as set forth in Section 5 hereof.
3. Subject to Plan. This Stock Option and its exercise are subject to
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the terms and conditions of the Plan. The Option Holder acknowledges receipt of
a copy of the Plan and the Plan is incorporated herein by reference. The defined
terms used herein that are defined in the Plan shall have the same meanings
assigned to them in the Plan. In addition, this Stock Option is subject to any
rules promulgated pursuant to the Plan by the Board or the Committee and
communicated to the Option Holder in writing.
4. Term. Subject to Articles VII and VIII of the Plan (including
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regarding termination for Cause), this Stock Option, or applicable portions
thereof, will terminate as follows:
(a) This Stock Option will terminate at 5:00 p.m., Dallas, Texas time,
on _______________.
(b) Notwithstanding the foregoing paragraph (a), this Stock Option
shall terminate at 5:00 p.m., Dallas, Texas time, on the date indicated below:
(i) the date which is twelve (12) months following the date that the
Option Holder's employment with the Company and its Subsidiaries terminates due
to Disability or Retirement;
(ii) the date which is three (3) months following the date that the
Option Holder's employment with the Company and its Subsidiaries terminates for
any reason other than death, Disability or Retirement; or
(iii) the date which is three (3) years following the date that
the Option Holder's employment with the Company and its Subsidiaries terminates
due to the Option Holder's death;
provided that in no event may this Stock Option be exercised after 5:00
p.m., Dallas, Texas time, on _______________________.
5. Who May Exercise. During the lifetime of the Option Holder, this
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Stock Option may be exercised only by the Option Holder, or by the Option
Holder's guardian, or by any permitted transferee. If the Option Holder's
employment terminates as a result of death, Disability or Retirement prior to
the termination dates specified in Section 4(a) hereof and this Stock Option has
not theretofore been exercised as to the percentage of Optioned Shares set forth
in Section 2 hereof as of the date of death, Disability or Retirement, the
following persons may exercise the exercisable portion of this Stock Option as
set forth in Section 2 hereof on behalf of the Option Holder at any time prior
to the earlier of the dates specified in Sections 4(a) and (b) hereof: (i) if
the Option Holder is disabled or has retired, the Option Holder or his guardian;
or (ii) if the Option Holder dies, the personal representative of his estate, or
the person who acquired the right to exercise this Stock Option by bequest or
inheritance or by reason of the death of the Option Holder, or by permitted
assignment; provided that this Stock Option shall remain subject to the other
terms of this Agreement, the Plan, and applicable laws, rules, and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised only
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with respect to full shares, and no fractional share shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as
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the Board or the Committee may from time to time adopt, this Stock Option may be
exercised only upon written notice to the Company of the number of shares being
purchased accompanied by the following:
(a) Full payment of the option price for the shares being
purchased;
(b) Such other documents as the Company in its discretion deems
necessary to evidence the exercise, in whole or in part, of this Stock Option.
Full payment for shares purchased upon exercise of a Stock Option shall be
made either in (i) 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 cash or certified or
cashier's check for the par value of the shares plus a promissory note for the
balance of 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, or (v) by delivery of a copy of
irrevocable instructions from the Option Holder 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. 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.
8. Assignability. This Stock Option shall not be assignable or
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transferable by the Option Holder, 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 Option Holder'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 this Stock Option Agreement and the Plan that are governed by the
Option Holder's employment status with the Company shall continue in effect
notwithstanding any such transfer.
9. Rights as Shareholder. The Option Holder will have no rights as a
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shareholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of Shares and Related Matters. The Option
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Holder understands that in the event of a Change of Control, merger,
consolidation, reorganization, recapitalization of the Company, or the
declaration of a stock dividend, the number of shares which may be purchased
upon exercise of this Stock Option granted hereunder, the time at which any
Stock Option may be exercisable, and the exercise price thereof may be adjusted
in accordance with the Plan.
11. Option Holder's Representations. Notwithstanding any of the
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provisions hereof, the Option Holder hereby agrees that he will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Option Holder hereunder, if the exercise thereof or the
issuance of such shares shall constitute a violation by the Option Holder or the
Company of any provision of any law or regulation of any governmental authority
or shall not be in compliance with the listing requirements of a stock exchange.
Any determination in this connection by the Board shall be final, binding, and
conclusive. The obligations of the Company and the rights of the Option Holder
are subject to all applicable laws, rules and regulations including, without
limitation, the 1934 Act, the Code, any successors thereto, and any other
applicable laws.
12. Investment Representation. Unless the Ordinary Shares are issued to
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him in a transaction registered under applicable Federal and State securities
laws, by his or her execution hereof, the Option Holder represents and warrants
to the Company that all Ordinary Shares which may be purchased hereunder will be
acquired by the Option Holder for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of Federal or
State securities laws. Unless the Ordinary Shares are issued to him in a
transaction registered under applicable Federal and State securities laws, all
certificates issued with respect to the Ordinary Shares shall bear an
appropriate restrictive investment legend.
13. Law Governing. This Agreement is intended to be performed in the
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State of Texas and shall be construed and enforced in accordance with and
governed by the laws of Texas.
14. No Right to Continue Employment. Nothing in this Agreement confers
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upon the Option Holder the right to continue in the employ of the Company or any
Subsidiary or interferes with or restricts in any way the right of the Company
or any Subsidiary to discharge the Option Holder at any time (subject to any
contract rights of the Option Holder).
15. Invalidity of Provision. The invalidity or unenforceability of
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any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction. If any provision of this Agreement shall
be adjudged unreasonable in any judicial or administrative proceeding, then the
court or administrative body shall have the power to reform such provision and,
in its changed form, such provision shall then be enforceable and shall be
enforced.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Option Holder, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement,
as of the date specified in Section 1 hereof.
TRITON ENERGY LIMITED
By: ____________________________________
OPTION HOLDER:
__________________________________________