EXHIBIT 10.68
FIRST AMENDMENT TO
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AMENDED AND RESTATED 1997 SHARE COMPENSATION PLAN
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This First Amendment to the Amended and Restated 1997 Share Compensation
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:
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A. Triton has adopted the Amended and Restated 1997 Share Compensation
Plan (the "Plan") effective as of December 2, 1998; 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" is amended to read in its entirety as
follows:
" 'Change in Control' means 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