Exhibit 10.55
TRITON ENERGY LIMITED
1997 SHARE COMPENSATION PLAN
Triton Energy Limited (the Company") hereby establishes its 1997 Share
Compensation Plan. Capitalized terms used herein are defined in Article I.
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.
ARTICLE I
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
Elected Shares or 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 onduct that tends to hold the Company up to
ridicule in the community, onduct 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 or merger of the
Company in which the Company is not the continuing or surviving
corporation or pursuant to which the Company's Ordinary Shares would be
converted into cash, securities or other property, other than a merger
of the Company in which the holders of the Company's Ordinary Shares
immediately prior to the merger would represent at least a majority of
the common stock or ordinary shares of the surviving corporation
immediately after the merger, 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 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 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 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, 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 Directors of the Company then
still in office who were Directors of the Company at the beginning of
the period.
"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
2.1 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.
"Elected Share Agreement" means an agreement between the Company and
a Participant with respect to the issuance of Elected Shares.
"Elected Shares" means Ordinary Shares issued to a Participant under
Article IV.
"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.
"Incentive Stock Option" means an option to purchase Ordinary Shares
granted to a Participant and which is intended to be treated as an "incentive
stock option" under Section 422 of the Code.
"1934 Act" means the Securities Exchange Act of 1934, as amended.
"Non-Employee Director" means a Director of the Company who is not
an Employee.
"Nonqualified Stock Option" means any Stock Option that does not
qualify as an Incentive Stock Option.
"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, Elected Shares or Restricted
Shares.
"Plan" means this Triton Energy Limited 1997 Share Compensation Plan, as
amended from time to time.
"Restricted Shares" means Ordinary Shares issued to a Participant
pursuant to Article VII.
"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.
"Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as
amended from time to time, or any successor provision.
"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 Incentive Stock Options and
Nonqualified Stock Options granted pursuant to Article V of the Plan.
"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.
ARTICLE II
Administration; Eligibility
2.1 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 shall select one of its members (if more than one) to act
as its Chairman, and shall make 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 Elected Shares 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, to
determine the terms, details and provisions of each Stock Option Agreement,
Elected Share Agreement and Restricted Share Agreement, (iv) modify or amend
any Stock Option Agreement, Elected Share Agreement and Restricted Share
Agreement or modify, amend or waive any terms, conditions or restrictions
applicable to any Stock Option, Elected Shares or Restricted Shares, and (v)
make such other determinations and, subject to the terms of the Plan, take
such other action as it deems necessary or advisable; provided that, without
the approval of shareholders (by vote or consent of shareholders representing
a majority of the shares present at a meeting and entitled to vote), the
Committee shall not amend or modify any outstanding Stock Option to decrease
the exercise price thereof except pursuant to the antidilution provisions of
Articles XI and XII. In this regard, the Committee shall consider and give
appropriate weight to input from representatives of management of the Company
regarding the contributions or potential contributions to the Company of
certain of the Participants or potential Participants. 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.
2.2 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; provided that only Employees shall be eligible to receive Incentive
Stock Options. The Committee's determinations under the Plan (including
without limitation determinations of which persons, if any, are to receive
Stock Options, Elected Shares and Restricted Shares, the form, amount and
timing of such Stock Options, Elected Shares and Restricted Shares, the terms
and provisions of such Stock Options, Elected Shares 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, Elected Shares and Restricted Shares under
the Plan.
ARTICLE III
Shares Subject to Plan
The Committee may not grant Stock Options or issue Elected Shares or
Restricted Shares under the Plan for more than 1,000,000 Ordinary Shares, in
the aggregate (as may be adjusted in accordance with Article XI or XII
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 Elected Shares or Restricted Shares
are no longer subject to issuance to the Participant may be reofferred under
the Plan.
ARTICLE IV
Elected Shares
4.1 Eligibility. The Committee shall have complete discretion to
select the particular Directors, Employees and Advisors to whom Elected Shares
may be issued, if any; provided that all Non-Employee Directors are
automatically eligible to elect to receive Elected Shares as provided under
this Article IV.
4.2 Election to Receive Elected Shares. Each Participant eligible
to receive Elected Shares may make an irrevocable election (an "Election")
either (a) to receive a grant of Ordinary Shares in a number determined by the
Committee from time to time in lieu of cash compensation from the Company or a
Subsidiary in an amount or amounts determined by the Committee (whether in a
fixed amount or by formula) or (b) not to participate in this Article IV. With
respect to the participation by Non-Employee Directors, each such Director is
automatically eligible to receive a grant of 1,000 Elected Shares in lieu of
up to $25,000 in annual cash stipends from the Company.
4.3 Written Election. Unless the Committee otherwise provides, any
Participant eligible for Elected Shares and electing to participate shall make
his or her election in writing delivered to the Secretary of the Company
(which written election may be in the form of an Elected Share Agreement) no
later than January 31 of the year with respect to which such Participant's
compensation will be applied toward the issuance of Elected Shares; provided
that with respect to Non-Employee Directors electing to participate for the
1997 year, such election shall be made no later than May 15, 1997; and
provided further, that with respect to Non-Employee Directors elected to the
Board for the first time, such election shall be made no later than ten (10)
days following the date of his or her election to the Board. A Participant
participating in this Article IV may revoke or change his or her election by
filing a new election with the Secretary of the Company. Any revocation or
change in election by a Participant shall not be effective for any period with
respected to which Elected Shares have been issued to such Participant.
4.4 Issuance of Shares. Unless the Committee otherwise provides and
except as provided below with respect to Non-Employee Directors, on each date
on which a payment of compensation to a Participant is due, Ordinary Shares
shall be issued to such Participant in an amount determined by the Committee
pursuant to Section 4.1. With respect to each Non-Employee Director electing
to participate pursuant to this Article IV, 1,000 Ordinary Shares shall be
issued on January 31 of the year in which the election is made, or as soon
thereafter is reasonably practicable (although January 31 shall be deemed the
date of issuance); provided that, with respect to Non-Employee Directors
electing to participate for the 1997 year, 1,000 Ordinary Shares shall be
issued on such date as any necessary prior approvals are obtained, or as soon
thereafter as is reasonably practicable (although the date specified in
the applicable Elected Share Agreement shall be deemed the date of
issuance); and provided further, that with respect to a Non-Employee Director
elected to the Board for the first time who elects to participate for the
year in which he or she is elected, 1,000 shares shall be issued on such date
as any necessary prior approvals are obtained, or as soon thereafter is
reasonably practicable (although the date of delivery of his or
her election to the Plan Administrator shall be deemed the date of issuance).
All Electing Shares issued or deemed issued pursuant to this Article IV shall
be deemed outstanding for all purposes as of the date of their deemed
issuance; provided that, with respect to Elected Shares issued to Non-Employee
Directors pursuant to this Section 4.4, for a period of one year from the date
of deemed issuance, such Elected Shares shall not be sold, transferred or
otherwise disposed of, and shall not be pledged or otherwise hypothecated, and
if for any reason other than death, disability or Retirement, such
Non-Employee Director is not a Director of the Company at the end of such
one-year term, then such shares shall be forfeited and returned to the
Company. The issuance of Elected Shares shall be evidenced by Elected Share
Agreements setting forth the total number of shares to be issued and such
other terms, restrictions and provisions as are consistent with the Plan.
ARTICLE V
Stock Options
5.1 Eligibility. The Committee shall, from time to time, select
the particular Directors, Employees and Advisors to whom the Stock Options
provided under this Article V are to be granted.
5.2 Grant of Stock Options. All grants of Stock Options under this
Article V shall be awarded by the Committee at such times and for such amounts
as the Committee may determine. In the discretion of the Committee, any grant
to an Employee may be in the form of an Incentive Stock Option (subject to the
requirements of the Code). 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 consistent with the Plan.
5.3 Option Exercise Price. The exercise price for a Stock Option
granted under this Article V 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. Notwithstanding anything to the contrary in this Section
5.3, the exercise price of each Stock Option granted under the Plan shall not
be less than the par value per share of an Ordinary Share.
5.4 Option Period. The option period for each Stock Option granted
under this Article V 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 V may vest and be exercised in installments
and upon such terms, conditions and restrictions as it may determine.
5.5 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.
5.6 Exercise of Stock Option. 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 V 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 5.5 above; provided that, with respect to a cashless
exercise of any Stock Option (in accordance with clause (v) of Section 5.5
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.
5.7 Automatic Grant of Stock Options.
(a) Grant of Stock Options. In addition to the options provided for in
this Article V, throughout the term of this Plan, on May 15 of each year the
Committee shall grant to each Non-Employee Director of the Company a
Nonqualified Stock Option to purchase 15,000 Ordinary Shares, and if a person
is first appointed or elected as a Non-Employee Director other than at an
annual meeting of shareholders of the Company, then on the date of such
appointment or election the Committee shall grant to such Non-Employee
Director a Nonqualified Stock Option to purchase 15,000 Ordinary Shares.
(b) Option Exercise Price. The exercise price for a Stock Option
granted under this Section 5.7 shall be equal to 100% of the Fair Market Value
of an Ordinary Share on the Date of Grant. Notwithstanding anything to the
contrary in this paragraph, the exercise price of each Stock Option granted
pursuant to this Section 5.7 shall not be less than the par value of an
Ordinary Share.
(c) Option Period. The option period for each Stock Option granted
under this Section 5.7 will terminate ten years from the Date of Grant. No
Stock Option granted under this Section 5.7 may be exercised at any time after
its term.
(d) Exercise of Stock Option. Except only as specifically provided
elsewhere in this Plan, each Stock Option granted under this Section 5.7 shall
vest and become exercisable in the following cumulative installments:
First installment. Up to 33-1/3% of the total optioned shares at any
time on and after the earlier of (i) the first anniversary of the Date of
Grant and (ii) the day immediately preceding the date of the annual meeting of
shareholders for the first year following the year in which the Date of Grant
occurs.
Second installment. Up to 33-1/3% of the total optioned shares at any
time on and after the earlier of (i) the second anniversary of the Date of
Grant and (ii) the day immediately preceding the date of the annual meeting of
shareholders for the second year following the year in which the Date of Grant
occurs.
Third installment. Up to 33-1/3% of the total optioned shares at any
time on and after the earlier of (i) the third anniversary of the Date of
Grant and (ii) the day immediately preceding the date of the annual meeting of
shareholders for the third year following the year in which the Date of Grant
occurs.
If an installment covers a fractional share, such installment will be
rounded off to the next highest share, except for the final installment, which
will be for the balance of the total optioned shares. No Stock Option granted
under the Plan may be exercised at any time after ten years from the Date of
Grant.
ARTICLE VI
Limitations on Incentive Stock Options
Notwithstanding the terms of Article V hereof, the following provisions
of this Article VI shall apply to all Incentive Stock Options granted under
the Plan.
6.1 Stock Ownership Limitation. In the case of an Incentive Stock
Option, the Stock Option Agreement shall include provisions that may be
necessary to assure that the option is an incentive stock option under the
Code. No Incentive Stock Option may be granted to an Employee who owns more
than 10% of the total combined voting power of all classes of shares of the
Company or its Subsidiaries. This limitation will not apply if the option
price is at least 110% of the fair market value of the Ordinary Shares on the
Date of Grant and the option is not exercisable more than five years from the
Date of Grant.
6.2 Limitation on Exercise of Incentive Stock Options. To the
extent required by the Code for incentive stock options, the exercise of
Incentive Stock Options granted under the Plan shall be subject to the
$100,000 calendar year limit as set forth in Section 422(d) of the Code.
6.3 Limitation on Incentive Stock Option Characterization. To the
extent that any Stock Option fails to qualify as an Incentive Stock Option,
such Stock Option will be considered a Nonqualified Stock Option.
ARTICLE VII
Restricted Shares
Section 7.1 Eligibility. The Committee shall have complete
discretion to select the particular Directors, Employees and Advisors to whom
Restricted Shares may be issued, if any.
Section 7.2 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 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.
Section 7.3 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 shares 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 thirty 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.
Section 7.4 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 VIII
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 or Elected
Shares in its sole discretion, and (ii) 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) (a) if such Stock Option is an
Incentive Stock Option, at any time within three months after the date of
termination of employment, unless by its terms the Stock Option expires
earlier; or (b) if such Stock Option is a Nonqualified Stock Option, at any
time within one year after the date of termination of employment or service as
a Director or Advisor, unless by its terms the Stock Option expires earlier or
unless the Committee agrees, in its sole discretion, to further extend the
term of such Nonqualified Stock Option. In addition, a Participant's Stock
Option may be exercised and any transfer restrictions imposed on a
Participant's Restricted Shares and Elected 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. Except as otherwise limited by the Committee at the
time of the grant of a Stock Option or the issuance of Elected Shares or
Restricted Shares, 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 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 (other than an Incentive Stock Option), and any transfer restrictions
imposed on a Participant's Restricted Shares or Elected 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 or Elected 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) (a) if such Stock Option is an Incentive Stock
Option, at any time three months after the effective date of such Retirement,
unless by its terms the Stock Option expires earlier, and (b) if such Stock
Option is a Nonqualified Stock Option, 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 Nonqualified 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 (other than an Incentive Stock Option),
and any transfer restrictions imposed on a Participant's Restricted Shares or
Elected 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 expire, and any Restricted Shares and Elected 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 IX
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 Elected
Shares or Restricted Shares have been issued, adversely affect the rights of
such Participant with respect to such Stock Option, Elected Shares or
Restricted Shares. In addition, notwithstanding the foregoing, neither the
Board nor the Committee may substitute new Stock Options for previously
granted Stock Options where such new Stock Options would have a lower exercise
price than such previously granted Stock Options unless the shareholders of
the Company approve such substitution (by vote or consent of shareholders
representing a majority of the shares present at a meeting and entitled to
vote).
ARTICLE X
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, Restricted Shares or Elected Shares.
ARTICLE XI
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 Elected Shares and 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 or
Elected Shares shall be subject to the transfer restrictions then imposed on
the underlying Restricted Shares or Elected 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 XI 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.
ARTICLE XII
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.
Notwithstanding the foregoing, however, all such Stock Options may be canceled
by the Board as of the effective date of any such reorganization, merger or
consolidation, or of any proposed sale of substantially all of the assets of
the Company, or of any dissolution or liquidation of the Company, by giving
notice to each holder thereof or his personal representative of its intention
to do so and by permitting the purchase during the thirty (30) day period next
preceding such effective date of any or all of the shares subject to such
outstanding Stock Options, whether or not vested in accordance with their
original 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 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 XIII
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 XIV
Miscellaneous Provisions
14.1 Transferability of Stock Options.
(a) Incentive Stock Options. Incentive Stock Options may not be
transferred or assigned other than by will or the laws of descent and
distribution and may be exercised during the lifetime of the Participant only
by the Participant or the Participant's legally authorized representative, and
each Stock Option Agreement in respect of an Incentive Stock Option shall so
provide. The designation by a Participant of a beneficiary will not
constitute a transfer of the Stock Option. The Company may waive or modify
any limitation contained in this Section that is not required for compliance
with Section 422 of the Code.
(b) Nonqualified Stock Options. The Committee may, in its sole
discretion, provide in any Stock Option Agreement with respect to Nonqualified
Stock Options (or in an amendment to any existing Stock Option Agreement) such
provisions regarding transferability of the Nonqualified Stock Options as the
Committee, in its sole discretion, deems appropriate.
14.2 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.
14.3 No Right to Continue Employment. Nothing in the Plan or the
grant of any Stock Option or the issuance of any Elected Shares or 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
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).
14.4 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.
14.5 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.
(c) As a condition to the issuance of Ordinary Shares covered by
any Incentive Stock Option, the Company may require the party exercising such
Stock Option to give a written representation to the Company, which is
satisfactory in form and substance to its counsel and upon which the Company
may reasonably rely, that he or she will report to the Company any disposition
of such shares prior to the expiration of the holding periods specified by
Section 422(a)(1) of the Code. If and to the extent that the realization of
income in such a disposition imposes upon the Company federal, state, local or
other withholding tax requirements, or any such withholding is required to
secure for the Company an otherwise available tax deduction, the Company shall
have the right to require that the recipient remit to the Company an amount
sufficient to satisfy those requirements; and the Company may require as a
condition to the issuance of Ordinary Shares covered by an Incentive Stock
Option that the party exercising such Stock Option give a satisfactory written
representation promising to make such a remittance.
14.6 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.
14.7 Government Regulations. Notwithstanding any of the provisions
hereof, or of any written agreements evidencing Stock Options, Elected Shares
or Restricted Shares granted or issued hereunder, the obligation of the
Company to issue, sell and deliver shares and remove any restrictions on any
Elected Shares or 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 Elected Shares or 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
effective as of the 18th day of March, 1997.
TRITON ENERGY LIMITED
By:/s/
Thomas G. Finck, Chairman of
the Board and Chief Executive Officer
Attest:
/s/
Robert B. Holland, III,
Sr. Vice President, General Counsel
and Secretary