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EXHIBIT 10.10
GULFMARK OFFSHORE, INC.
INSTRUMENT OF ASSUMPTION AND ADJUSTMENT
(GulfMark International Inc. Director Stock Option Agreements)
This Instrument of Assumption and Adjustment (the "Assumption") is
executed by GULFMARK OFFSHORE, INC., a Delaware corporation ("New GulfMark"),
in accordance with the provisions of that certain Agreement and Plan of
Distribution dated December 5, 1995 ("Distribution Agreement") by and among
GULFMARK INTERNATIONAL, INC. ("GulfMark"), New GulfMark and ENERGY VENTURES,
INC. ("EVI") in connection with the stock distributions described below. All
capitalized terms in this Assumption shall have the meaning assigned them in
this preamble or in Paragraph 2, as applicable.
1. Purpose. The purpose of this Assumption is to effect (a) the
assumption by New GulfMark of, and the substitution of New GulfMark Common
Stock for GulfMark Common Stock with respect to, each outstanding GulfMark
Stock Option as of the Distribution Date, (b) the assumption by New GulfMark of
the GulfMark Stock Option Agreements as of the Distribution Date, and (c) an
adjustment in the exercise price and number of shares subject to each
outstanding GulfMark Stock Option as of the Distribution Date in accordance
with the requirements of Section 424 of the Code, as required by the
Distribution Agreement, to preserve the aggregate intrinsic value of each
option and the ratio of the exercise price to the market value per share.
2. Definitions. Capitalized terms shall have the meanings ascribed
to such terms in the preamble to this Assumption and as follows:
(a) Code: the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder.
(b) Distribution: the distribution by GulfMark of all the
outstanding shares of New GulfMark Common Stock to the stockholders of
record of GulfMark Common Stock as of the record date for the
Distribution at the rate of two shares of New GulfMark Common Stock per
share of GulfMark Common Stock.
(c) Distribution Date: ________________, 1997.
(d) GulfMark Common Stock: the common stock, par value $1.00
per share, of GulfMark.
(e) GulfMark Stock Option: any option to purchase shares of
GulfMark Common Stock outstanding under the GulfMark Stock Option Policy
immediately prior to the Distribution Date.
(f) GulfMark Stock Option Agreement: any agreement between
GulfMark and a holder of GulfMark Stock Options granted pursuant to the
GulfMark Stock Option Policy.
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(g) GulfMark Stock Option Policy: the Non-Employee Director
Stock Option Policy adopted and approved by the board of directors and
stockholders of GulfMark on July 27, 1989 and May 15, 1990,
respectively.
(h) New GulfMark Adjusted Stock Option: any GulfMark Stock
Option, as adjusted and assumed by New GulfMark pursuant to this
Assumption from and after the Distribution Date.
(i) New GulfMark Common Stock: the common stock, $.01 par
value per share, of New GulfMark.
3. Assumption of GulfMark Stock Options. As of the Distribution
Date, New GulfMark hereby assumes all outstanding GulfMark Stock Options
granted pursuant to the GulfMark Stock Option Policy and all GulfMark Stock
Option Agreements relating to outstanding GulfMark Stock Options granted
pursuant to the GulfMark Stock Option Policy. From and after the Distribution
Date,
(a) All references to the "Company" in any GulfMark Stock
Option Agreement shall mean New GulfMark.
(b) All references to "Common Stock" in any GulfMark Stock
Option Agreement shall mean the New GulfMark Common Stock.
4. Treatment of Outstanding GulfMark Stock Options. Effective as of
the Distribution Date, each outstanding GulfMark Stock Option shall constitute
a New GulfMark Adjusted Stock Option to purchase New GulfMark Common Stock, and
in accordance with the antidilution adjustment provisions of each GulfMark
Stock Option Agreement, the number of shares covered by, and the exercise price
of, each GulfMark Stock Option, and the remaining terms and conditions of each
outstanding GulfMark Stock Option shall be adjusted as follows:
(a) The grant date of each New GulfMark Adjusted Stock Option
shall be the date of grant of the GulfMark Stock Option replaced
thereby, and the expiration date of each New GulfMark Adjusted Stock
Option shall be the expiration date of the GulfMark Stock Option
replaced thereby.
(b) The number of shares of New GulfMark Common Stock covered
by each New GulfMark Adjusted Stock Option shall be the number of shares
covered by the GulfMark Stock Option being replaced thereby, multiplied
by a fraction equal to the ratio of the pre-Distribution market price
per share of GulfMark Common Stock to the post-Distribution market price
per share of New GulfMark Common Stock.
(c) The per share exercise price of each New GulfMark Adjusted
Stock Option shall be the exercise price per share of the GulfMark Stock
Option being replaced thereby, multiplied by a fraction equal to the
ratio of the post-
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Distribution market price per share of the New GulfMark Common Stock to
the pre-Distribution market price per share of GulfMark Common Stock.
(d) For purposes of the foregoing adjustments, (i) the pre-
Distribution market price per share of GulfMark Common Stock shall be
deemed to be the closing price per share of GulfMark Common Stock as
reported by The Nasdaq Stock Market on the last day on which GulfMark
Common Stock is traded on The Nasdaq Stock Market, and (ii) the post-
Distribution market price per share of New GulfMark Common Stock shall
be deemed to be the closing price per share of New GulfMark Common Stock
as reported by The Nasdaq Stock Market on the first day on which New
GulfMark Common Stock is traded on The Nasdaq Stock Market following the
Distribution.
(e) The vesting and exercise provisions of each New GulfMark
Adjusted Stock Option shall be identical to the vesting and exercise
provisions of the GulfMark Stock Option replaced thereby.
(f) The remaining terms and conditions of each New GulfMark
Adjusted Stock Option shall be substantially the same as in effect for
the GulfMark Stock Option replaced thereby; provided, however, that
service with GulfMark prior to the Distribution shall be treated under
each New GulfMark Adjusted Stock Option as service with New GulfMark.
5. Adjustment of Aggregate Number of Option Shares. Pursuant to the
antidilution adjustment provisions of the GulfMark Stock Option Agreements, the
total number of option shares that may be granted pursuant to the GulfMark
Stock Option Policy shall be ___________, comprised of the following shares:
Originally Authorized As Adjusted
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Option Shares Exercised 2,500 2,500
Option Shares Outstanding 22,500 [ ]*
Option Shares Available 0 0
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Total 25,000
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*Each outstanding GulfMark Stock Option being adjusted in accordance
with Section 424 of the Code, as required by the Distribution Agreement
and as set forth in Section 4(b) above, to preserve aggregate intrinsic
value and the ratio of the exercise price to the market value per share.
6. Intent of Option Adjustments. The adjustments to each
outstanding GulfMark Stock Option are designed solely to preserve the aggregate
intrinsic value of each option and the ratio of the exercise price to the
market value per share, in accordance with the requirements of Section 424 of
the Code, as required by the Distribution Agreement and as permitted by Section
2(b) of the GulfMark Stock Option Agreements.
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7. Miscellaneous. This Assumption is executed and shall constitute
an instrument supplemental to each GulfMark Stock Option Agreement and shall be
construed with and as a part of each GulfMark Stock Option Agreement. Except
as modified and expressly amended by this Assumption and any other supplement
or amendment, each GulfMark Stock Option Agreement is in all respects adopted,
assumed, ratified and confirmed by New GulfMark, and all of the terms
provisions and conditions thereof, as supplemented hereby, shall be and remain
in full force and effect.
EXECUTED this ____ day of _________________, 1997, but effective as of
the Distribution Date.
GULFMARK OFFSHORE, INC.
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President
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