1
EXHIBIT 10.4
INCENTIVE STOCK OPTION AGREEMENT
This Agreement, dated as of ___________________________, 19__, by and
between GulfMark International, Inc., a Delaware corporation (formerly Gulf
Applied Technologies, Inc., the "Company"), and _______________ ("Employee").
To carry out the purposes of the GulfMark International, Inc. 1987
Stock Option Plan (the "Plan") by affording Employee the opportunity to
purchase shares of the $1.00 par value common stock of the Company ("Stock"),
the Company and Employee hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants to
Employee the right and option ("Option") to purchase all or any part of an
aggregate of ____________(___) shares of Stock, on the terms and conditions
set forth herein and in the Plan. This Option is intended to constitute 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 $__________ per share, which is deemed
to be not less than the fair market value of the Stock subject to this Option.
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 any time and from time to time, but 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 full years from the date of
grant hereof to the date of such exercise, in accordance with the following
schedule:
Number of Full Percentage of
Years From Date Shares
of Grant Purchasable
---------------- -------------
less than 1 year -0-
1 year 33 1/3%
2 years 66 2/3%
3 years or more 100%
This option is not transferable by Employee otherwise than by will or the laws
of descent and distribution, and may be exercised only by Employee during his
lifetime and while he remains an employee of the Company, except that:
1
2
GulfMark International, Inc.
INCENTIVE STOCK OPTION AGREEMENT
(a) If Employee's employment with the Company terminates for any
reason other than disability or death, his Option may be
exercised by Employee (or his estate or the person who acquires
this Option by bequest or inheritance or by reason of the death
of Employee) at any time during the period of three months
following such termination, but only as to the number of shares
Employee was entitled to purchase hereunder as of the date his
employment so terminates.
(b) If Employee's employment with the Company terminates by reason
of disability (within the meaning of section 22(e) (3) of the
Code), this Option may be exercised by Employee (or his estate
or the person who acquires this Option by bequest or
inheritance or by reason of the death of Employee) at any time
during the period of one year following such termination, but
only as to the number of shares Employee was entitled to
purchase hereunder as of the date his employment so terminates.
(c) If Employee dies while in the employ of the Company, his
estate, or the person who acquires this Option by bequest or
inheritance or by reason of the death of Employee, may exercise
this Option at any time during the period of one year following
the date of Employee's death, but only as to the number of
shares Employee was entitled to purchase hereunder as of the
date of his death.
This Option shall not be exercisable in any event after the expiration of ten
years from the date of grant hereof. Except as provided in Paragraph 4, the
purchase price of shares as to which this Option is exercised shall be paid in
full in cash at the time of such exercise or, if Employee so elects, payment of
the purchase price may be made, in whole or in part, by delivery of a number of
shares of Stock (plus cash if necessary) having a fair market value equal to
such purchase price or part thereof. Unless and until a certificate or
certificates representing such shares shall have been issued by the Company to
him, Employee (or the person permitted to exercise this Option in the event of
the Employee's death) shall not be or have any of the rights or privileges of a
stockholder of the Company with respect to shares acquirable upon the exercise
of this Option.
4. Stock Appreciation Right. Upon an exercise of this Option,
Employee ( or the person permitted to exercise this Option in the event of
Employee's death), in the notice given to the Company exercising this Option,
may request that the Company distribute to him, in lieu of any number of the
shares of Stock with respect to which this Option is exercised, an amount (the
"Appreciation Amount") equal to the excess of the aggregate fair market value
of such number of shares over the aggregate option price of such shares.
Within 30 days after such notice is given, the committee appointed by the Board
of Directors of the Company to administer the Plan (the "Committee") shall give
notice to the Employee (or such person) either approving or disapproving such
request. If such request is disapproved, the notice given by Employee (or such
person) exercising this Option shall be treated as if it had never been given.
If such request is approved, the
2
3
GulfMark International, Inc.
INCENTIVE STOCK OPTION AGREEMENT
Company shall distribute to Employee (or such person) an amount of cash
and/or a number of shares of Stock equal in value in the aggregate to the
Appreciation Amount; the composition of the Appreciation Amount as between cash
and shares of Stock shall be determined in the discretion of the Committee, but
the Committee may take into account any preference for cash and/or shares of
Stock expressed by Employee (or such person) in the notice given to the Company
exercising this Option. For purposes of both determining the Appreciation
Amount and determining the number of shares of Stock distributed in
satisfaction of the Appreciation Amount, the fair market value of a share of
Stock shall be equal to the mean between the high and low quoted selling prices
of Stock on the day on which Employee (or such person) gives notice exercising
this Option or, if no selling prices are so quoted on such day, on the next
preceding day on which selling prices of Stock are so quoted.
5. Status of Stock. The Company shall not be required to issue
any shares of Stock upon the exercise of the option evidenced hereby if the
issuance of such shares of Stock would constitute or result in a violation by
the Company, or by the Employee, of any provision of any applicable law,
statute or regulation of any governmental authority.
Upon the exercise of the option evidenced hereby, the Company shall not be
required to issue any shares of Stock unless the Committee shall have received
evidence satisfactory to it that the Employee will not transfer such shares of
Stock until a registration statement with respect to such shares of Stock shall
have become effective under the Securities Act of 1933 or until an opinion of
counsel satisfactory to the Company shall have been received by the Company to
the effect that such registration is not required. Any determination in the
connection by the Committee shall be final, binding and conclusive.
The Company may, but shall in no event be obligated to, register under the
Securities Act of 1933, or register or otherwise qualify for sale under the
securities laws of any state, the shares of Stock issuable upon the exercise of
the option evidenced hereby. If any shares of Stock issuable upon the exercise
of such option are not registered under the Securities Act of 1933, the Company
may imprint on the certificates representing such shares of Stock the following
legend or any other legend that counsel for the Company considers necessary or
advisable to comply with the Securities Act of 1933:
The shares of stock represented by this certificate
have not been registered under the Securities Act of 1933 or
under the securities laws of any state and may not be sold or
transferred except upon such registration or upon receipt by
the Corporation of an opinion of counsel satisfactory to the
Corporation, in form and substance satisfactory to the
Corporation, that registration is not required for such sale or
transfer.
3
4
GulfMark International, Inc.
INCENTIVE STOCK OPTION AGREEMENT
The Company shall not be obligated to take any other affirmative action to
cause the exercise of the option evidenced hereby, or the issuance of shares of
Stock upon the exercise of such option, to comply with any law, statute or
regulation of any governmental authority.
6. Employment Relationship. Employee shall be considered to be in
the employment of the Company as long as he remains an employee of either the
Company, a parent or subsidiary corporation (as defined in section 424 of the
Code) of the Company, or a corporation or a parent or subsidiary of such
corporation assuming or substituting a new option for this Option in a
transaction to which section 424(a) of the Code applies. Any question as to
whether and when there has been a termination of such employment, and the cause
of such termination, shall be determined by the Board of Directors of the
employing corporation, and its determination shall be final.
7. Withholding of Tax. Upon an exercise of this Option, the
Company (or the employing corporation) may be required to withhold United
States federal and local tax with respect to the realization of compensation
pursuant to Paragraph 4. The Company (or the employing corporation) is hereby
authorized to satisfy any such withholding requirement out of (i) any cash
distributable upon such exercise and (ii) any other cash compensation then or
thereafter payable to Employee. To the extent that the Company in its sole
discretion determines that such sources are or may be insufficient to fully
satisfy such withholding requirement, Employee, as a condition to the exercise
of this Option, shall deliver to the Company cash in an amount determined by
the Company to be sufficient to satisfy any such withholding requirement.
8. Disqualifying Disposition. In the event Employee disposes of
any of the shares of Stock acquired pursuant to an exercise of this Option
(other than pursuant to Paragraph 4) prior to the later of (i) two years from
the date of grant of this Option or (ii) one year after the transfer of such
shares to him, Employee shall notify the Company not later than 10 days after
the date of such disposition of all the terms and conditions of such
disposition. The Company (or the employing corporation) is hereby authorized
to satisfy any requirement to withhold United States federal or local tax with
respect to the realization of compensation by reason of such disposition out of
any cash compensation then or thereafter payable to Employee. To the extent
that the Company in its sole discretion determines that such cash compensation
is or may be insufficient to fully satisfy such withholding requirement, upon
request from the Company Employee shall deliver to the Company cash in an
amount determined by the Company to be sufficient to satisfy such withholding
requirement.
9. Binding Effect. This Agreement shall be binding upon and
insure to the benefit of any successors to the Company and all persons lawfully
claiming under Employee.
4
5
GulfMark International, Inc.
INCENTIVE STOCK OPTION AGREEMENT
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officers thereunto duly authorized, and Employee has executed
this Agreement, all on the day and year first above written.
GULFMARK INTERNATIONAL, INC.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
-------------------------------
Name of Employee
Optionee
5