EXHIBIT 10.73
SECOND AMENDMENT TO
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1997 SHARE COMPENSATION PLAN
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This Second Amendment to the 1997 Share Compensation Plan (this
"Amendment") is executed by Triton Energy Limited, a Cayman Islands company
("Triton"), as of September 28, 1998.
R E C I T A L S:
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A. Triton has adopted the 1997 Share Compensation Plan (as amended, the
"Plan"); and
B. In accordance with the terms of the Plan, the Board of Directors has
adopted certain amendments to the Plan.
NOW, THEREFORE, in accordance with the terms of the Plan, the Plan is
amended in the following respects:
1. Article III is amended to read in its entirety as follows:
"The Committee may not grant Stock Options or issue Elected Shares or Restricted
Shares under the Plan for more than 2,300,000 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."
2. Section 4.2 is amended to read in its entirety as follows:
4.2 Election to Receive Elected Shares and/or Stock Options. Each
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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, except as provided in Section 5.7 of the Plan.
3. Section 5.7(a) of the Plan is amended by adding as the last sentence
to Section 5.7(a) the following:
"Notwithstanding anything in the foregoing to the contrary, in no event shall
any Holder Designee (as defined in that certain Shareholders Agreement entered
into, or to be entered into, between the Company and HM4 Triton, L.P. pursuant
to that certain Stock Purchase Agreement dated as of August 31, 1998 between the
Company and HM4 Triton, L.P.) be entitled to elect to receive Elected Shares
pursuant to Section 4.2 of the Plan or Stock Options pursuant to this Section
5.7(a), whether on an annual basis or upon his or her first appointment or
election as a Non-Employee Director."
4. 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:/s/ Robert B. Holland, III
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Robert B. Holland, III, Chief Executive
Officer