EXHIBIT 10.76
AMENDMENT NO. 3
---------------
1989 STOCK OPTION PLAN
----------------------
This Amendment No. 3 to the 1989 Stock Option Plan (this "Amendment") is
executed by Triton Energy Limited, a Cayman Islands company ("Triton"),
effective as of May 11, 1999.
R E C I T A L S:
---------------
A. Triton has adopted the 1989 Stock Option 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 May 11, 1999.
NOW, THEREFORE, in accordance with the terms of the Plan, the Plan is
amended in the following respects:
1. The definition of "Change in Control", contained in the second
sentence of Section 8 of the Plan, is amended to read in its entirety as
follows:
" As used herein, the term 'Change in Control' shall mean the occurrence of any
of the following events: (i) there shall be consummated (x) any consolidation,
amalgamation, merger or other form of business combination of the Company, or to
which the Company is a party, in which (I) the Company is not the continuing or
surviving corporation or (II) where the Company is the continuing or surviving
corporation, the Company's Ordinary Shares would be converted into cash,
securities or other property, or the holders of the Company's Ordinary Shares
immediately prior to the consolidation, amalgamation, merger or other form of
business combination would represent less than a majority of the common stock or
ordinary shares of the surviving corporation immediately after the
consolidation, amalgamation, merger or other form of business combination, 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 Securities Exchange Act of 1934,
as amended (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 of the Company or any employee benefit plan of the
Company or any subsidiary (including such plan's trustee), becomes, without the
prior approval of the Board of Directors of the Company (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 (the 'Incumbent Directors'), 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
Incumbent Directors (so long as such new Director was not nominated by a person
who expressed an intent to effect a change in control of the Company or engage
in a proxy or other control contest) in which case such new Director shall be
considered an Incumbent Director."
2. 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 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:_________________________________
A.E. Turner, III, Senior Vice President and
Chief Operating Officer