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EXHIBIT 10.13
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: April 30, 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.
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(f) GulfMark Stock Option Agreement: any agreement
between GulfMark and a holder of GulfMark Stock Options granted
pursuant to the GulfMark Stock Option Policy.
(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.
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(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-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 as follows:
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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*To be supplied by post-Distribution Date exhibit on May 2, 1997, with
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.
**To be supplied by post-Distribution Date exhibit on May 2, 1997.
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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.
7. Termination of GulfMark Obligations. From and after the
Distribution Date, all obligations of GulfMark pursuant to (i) all outstanding
GulfMark Stock Options granted pursuant to the GulfMark Stock Option Policy,
and (ii) all GulfMark Stock Option Agreements relating to outstanding GulfMark
Stock Options granted pursuant to the GulfMark Stock Option Policy,
respectively, shall terminate, and neither GulfMark nor EVI shall have any
further obligation whatsoever thereunder.
8. 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 and effective as of the Distribution Date.
GULFMARK OFFSHORE, INC.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
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EXHIBIT A
TO INSTRUMENT OF ASSUMPTION AND ADJUSTMENT
(GULFMARK INTERNATIONAL INC. DIRECTOR STOCK OPTION AGREEMENTS)
Originally Authorized As Adjusted
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Option Shares Exercised 2,500 2,500
Option Shares Outstanding 22,500 110,556 *
Option Shares Available 0 0
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Total 25,000 113,056
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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.
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