EXHIBIT 10.52
FIRST AMENDMENT TO
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1997 SHARE COMPENSATION PLAN
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This First Amendment to the 1997 Share Compensation Plan (this
"Amendment") is executed by Triton Energy Limited, a Cayman Islands company
("Triton"), as of January 13, 1998.
R E C I T A L S:
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A. Triton has adopted the 1997 Share Compensation Plan (the "Plan");
and
B. In accordance with the terms of the Plan, the Board of Directors
has adopted certain amendments to the Plan effective as of January 13, 1998.
NOW, THEREFORE, in accordance with the terms of the Plan, the Plan is
amended in the following respects:
1. Section 4.2 is amended to read in its entirety as follows:
4.2 Election to Receive Elected Shares and/or Stock Options. 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 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 elect
to receive a grant of 1,000 Elected Shares in conjunction with an election to
receive a grant of Stock Options to purchase 10,000 Ordinary Shares pursuant
to Section 5.7 of the Plan.
2. Section 4.4 is amended to read in its entirety as follows:
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 receive Elected Shares pursuant to Section 4.2, the Ordinary Shares shall
be issued on such date as the Committee may specify, or as soon thereafter is
reasonably practicable (although the date specified by the Committee 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, unless the Committee otherwise specifies, 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.
3. Section 5.7 is amended to read in its entirety as follows:
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 such date or dates in
January of each year as the Committee may specify (and the Committee shall
specify the Date of Grant or the manner in which the Date of Grant shall be
determined based on the election by each Non-Employee Director), each
Non-Employee Director of the Company shall be entitled to elect to receive
either (i) 1,000 Elected Shares pursuant to Section 4.2 of the Plan and a
Nonqualified Stock Option to purchase 10,000 Ordinary Shares or (ii) a
Nonqualified Stock Option to purchase 15,000 Ordinary Shares. In addition, if
a person is first appointed or elected as a Non-Employee Director other than
at a date that would permit him or her to participate in the election provided
in the first sentence of this paragraph (a) , 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 and as set forth in any Stock Option Agreement, each
Stock Option granted under this Section 5.7 shall be fully vested and
exercisable as to all of the Ordinary Shares covered thereby on the Date of
Grant.
4. Paragraph (b) of Article VIII is amended to read in its entirety
as follows:
(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 (I) that was granted to a Non-Employee
Director pursuant to Section 5.7, at any time within three years 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; provided that if at any
time the Board or the Committee determines in good faith that the three-year
period would reasonably be expected to impair the ability of the Company to
effect a transaction that would be accounted for as a pooling of interests,
the Board or the Committee may amend this Plan, with the effect of amending
each such Stock Option outstanding hereunder, without any action of the Option
Holder, to provide that such period shall instead be one year from the
effective date of such Retirement, and (II) that was not granted to a
Non-Employee Director pursuant to Section 5.7, 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.
5. Except as amended by the provisions of this Amendment, all other
provisions of the Plan remain in full force and effect.
IN WITNESS WHEREOF, Triton Energy Limited has caused this Amendment to be
executed by its duly authorized officer effective as of the date and year
first above written.
TRITON ENERGY LIMITED
By:_________________________________