EXHIBIT 10.18
DIRECTOR STOCK OPTION AGREEMENT
AGREEMENT made this x day of x, 200x, ("Date of Grant") between OIL
STATES INTERNATIONAL, INC., a Delaware corporation (the "Company"), and DIRECTOR
NAME ("Director").
To carry out the purposes of the 2001 EQUITY PARTICIPATION PLAN OF OIL
STATES INTERNATIONAL, INC. (the "Plan"), by affording Director the opportunity
to purchase shares of the common stock of the Company, par value $.01 per share
("Stock"), and in consideration of the mutual agreements and other matters set
forth herein and in the Plan, the Company and Director hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Director
the right and option ("Option") to purchase all or any part of an aggregate of
NUMBER shares of Stock, on the terms and conditions set forth herein and in the
Plan, which Plan is incorporated herein by reference as a part of this
Agreement. In the event of any conflict between the terms of this Agreement and
the Plan, the Plan shall control. Capitalized terms used but not defined in this
Agreement shall have the meaning attributed to such terms in the Plan, unless
the context otherwise requires. This Option shall not be treated as an incentive
stock option, within the meaning of section 422(b) of the Internal Revenue Code
of 1986, as amended (the "Code").
2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to
the exercise of this Option shall be $x per share, which has been determined to
be not less than the fair market value of the Stock at the Date of Grant of this
Option. For all purposes of this Agreement, fair market value of Stock shall be
determined in accordance with the provisions of the Plan.
3. EXERCISE OF OPTION. Subject to the earlier expiration of this Option
as herein provided, this Option may be exercised, by written notice to the
Company at its principal executive office addressed to the attention of its
Corporate Secretary at any time and from time to time after the Date of Grant,
but, except as otherwise provided below, this Option shall not be exercisable
for more than a percentage of the aggregate number of shares offered by this
Option determined by the number of annual meetings of the stockholders of the
Company from the Date of Grant to the date of such exercise, in accordance with
the following schedule:
ANNUAL MEETING OF STOCKHOLDERS PERCENTAGE OF SHARES
FOLLOWING DATE OF GRANT THAT MAY BE PURCHASED
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Before First 0%
First 25%
Second 50%
Third 75%
Fourth or thereafter 100%
Notwithstanding the foregoing, if a Change of Control of the Company
(as defined in the Plan) occurs, this Option will automatically become fully
vested immediately prior to such Change of Control (or such earlier time as may
be set by the Committee appointed to administer the Plan).
This Option will terminate and cease to be exercisable upon the date
upon which Director's membership on the Board and terminates, except that:
(a) If Director's membership on the Board terminates by reason
of disability (within the meaning of section 22(e)(3) of the Code),
this Option may be exercised in full by Director at any time during
the period of one year following such termination, or by Director's
estate (or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of
Director) during a one year period following Director's death if
Director dies during the one year period following such termination.
(b) If Director dies while a member of the Board, Director's
estate, or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of
Director, may exercise this Option in full at any time during the
period of one year following the date of Director's death.
(c) If Director's membership on the Board terminates for any
reason other than as described in (a) or (b) above, this Option may be
exercised by Director at any time during the period of three months
following such termination, or by Director's estate (or the person who
acquires this Option by will or the laws of descent and distribution
or otherwise by reason of the death of Director) during a period of
one year following Director's death if Director dies during such
three-month period, but in each case only as to the number of shares
Director was entitled to purchase hereunder as of the date Director's
membership so terminates.
This Option shall not be exercisable in any event after the expiration of ten
years from the Date of Grant. The purchase price of shares as to which this
Option is exercised shall be paid in full at the time of exercise (a) in cash
(including check, bank draft or money order payable to the order of the
Company), (b) by constructively tendering to the Company shares of Stock having
a fair market value equal to the purchase price and which shares, if acquired
pursuant to a Company granted option, have been held by Director for more than
six months, (c) if the Stock is readily tradeable on a national securities
market, through a "cashless-broker" exercise in accordance
with a Company-established policy or program for the same, or (d) any
combination of the foregoing. No fraction of a share of Stock shall be issued by
the Company upon exercise of an Option or accepted by the Company in payment of
the exercise price thereof; rather, Director shall provide a cash payment for
such amount as is necessary to effect the issuance and acceptance of only whole
shares of Stock. Unless and until a certificate or certificates representing
such shares shall have been issued by the Company to Director, Director (or the
person permitted to exercise this Option in the event of Director's death) shall
not be or have any of the rights or privileges of a shareholder of the Company
with respect to shares acquirable upon an exercise of this Option.
4. STATUS OF STOCK. The Company intends to register for issuance under
the Securities Act of 1933, as amended (the "Act"), the shares of Stock
acquirable upon exercise of this Option, and to keep such registration effective
throughout the period this Option is exercisable. In the absence of such
effective registration or an available exemption from registration under the
Act, issuance of shares of Stock acquirable upon exercise of this Option will be
delayed until registration of such shares is effective or an exemption from
registration under the Act is available. The Company intends to use its
reasonable best efforts to ensure that no such delay will occur. In the event
exemption from registration under the Act is available upon an exercise of this
Option, Director (or the person permitted to exercise this Option in the event
of Director's death or incapacity), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Director agrees that the shares of Stock which Director may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state. Director also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Committee deems appropriate in order to assure compliance with applicable
securities laws, and (ii) that the Company may refuse to register the transfer
of the shares of Stock purchased under this Option on the stock transfer records
of the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
laws and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
5. MEMBERSHIP ON THE BOARD. Director shall be considered to be a member
of the Board as long as he remains a Director or consultant of the Company or
any of its Affiliates.
6. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons lawfully claiming
under Director.
7. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of
Texas, without regard to conflict of
laws principles thereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.
OIL STATES INTERNATIONAL, INC.
BY:
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▇▇▇▇▇ ▇▇▇▇▇▇
Sr. Vice President, Chief Financial
Officer and Treasurer
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DIRECTOR