Exhibit 10.3.4
AMENDMENT NO. 1 TO THE
▇▇▇▇▇▇ OCEANICS, INC.
STOCK OPTION AGREEMENT
(1996 Incentive Equity Plan)
THIS AMENDMENT NO. 1 TO ▇▇▇▇▇▇ OCEANICS, INC. STOCK OPTION AGREEMENT (the
"Amendment") is dated as of ________________, 1999, by and between ▇▇▇▇▇▇
OCEANICS, INC., a Texas corporation (the "Company"), and
________________________________________ ("Participant").
W I T N E S E T H :
WHEREAS, the Company has adopted the 1996 Incentive Equity Plan (the
"Plan") for the granting of options to purchase shares of the Common Stock of
the Company to key employees of the Company or its subsidiaries, subject to the
terms and conditions as more particularly set forth therein; and
WHEREAS, capitalized terms used but not defined herein shall have the
meanings given to them in the Plan; and
WHEREAS, in accordance with Section 9 of the Plan, the Board of
Directors of the Company has amended the Plan to allow the transferability,
under certain conditions, with or without consideration, of certain Stock
Options granted under the Plan, as determined by the Compensation Committee of
the Board of Directors (the "Committee"), pursuant to that certain Amendment No.
1 to the ▇▇▇▇▇▇ Oceanics, Inc. 1996 Incentive Equity Plan dated September 9,
1999 (the "Plan Amendment"); and
WHEREAS, in furtherance of the Plan Amendment, the Committee has
authorized the transferability, with or without consideration, of the Stock
Options granted under the Plan to the Participant, under the conditions set
forth in the Plan Amendment; and
WHEREAS, in accordance with such authorization, the Company and the
Participant desire to amend that certain ▇▇▇▇▇▇ Oceanics, Inc. Stock Option
Agreement dated _______________ between the Company and Participant (the
"Agreement"), and the Committee has approved this Amendment, in order to reflect
the authorized transferability of the Stock Options granted under the Plan to
the Participant and the conditions therefor, as more particularly set forth
herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. The first sentence of Section 7 of the Agreement is hereby
amended in its entirety by substituting the following therefor:
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CCAMPBELL\006349\200576_1
"7. The option and the right and privilege granted hereby may
be transferred by the option holder to (i) the spouse, children or
grandchildren of the Employee, (ii) a trust or trusts for the exclusive
benefit of the spouse, children or grandchildren of the Employee, or
(iii) a partnership in which the spouse, children or grandchildren of
the Employee are the only partners; provided in each case that
subsequent transfers of transferred options shall be prohibited except
those made in accordance with this section or by will or by the laws of
descent and distribution."
Section 7. Except as expressly amended hereby all of the covenants and
agreements of the parties which are set forth in the Agreement are incorporated
herein with the same force and effect as if set forth at length in this
Amendment.
Section 8. This Amendment is executed and shall constitute an
instrument supplemental to and in amendment of the Agreement, and shall be
construed with and as part of the Agreement.
Section 9. Except as modified and expressly amended by this Amendment
and any other supplement or amendment, the Agreement is in all respects ratified
and confirmed, and all of the terms, provisions and conditions thereof shall be
and remain in full force and effect.
Section 10. Any capitalized term used but not defined herein shall have
the meaning attributable to such term in the Agreement.
Section 11. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes, and
all of which together shall constitute one and the same instrument.
EXECUTED as of the date first set forth above.
▇▇▇▇▇▇ OCEANICS, INC.
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
PARTICIPANT:
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Printed Name:_____________________________
