EXHIBIT 10.1
AMENDMENT NO. 1 TO
CHILES OFFSHORE INC. 2000 STOCK OPTION PLAN
AMENDMENT NO. 1, dated as of November 13, 2000 (this
"Amendment"), to the Chiles Offshore Inc. 2000 Stock Option Plan (the "Plan").
W I T N E S S E T H
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WHEREAS, the Plan was adopted by the Board of Directors of the
Company (the "Board") and approved by the stockholders of Chiles Offshore Inc.
(the "Company") as of June 22, 2000 and became effective on September 22, 2000;
and
WHEREAS, Section XX of the Plan authorizes the Board to amend
the Plan and the Board has agreed to amend the Plan as set forth herein;
NOW, THEREFORE, the Board has agreed as follows:
1. Section VI of the Plan was amended by adding the following
new subsection "F.":
"F. OTHER OPTIONS. In connection with an acquisition
of any business by the Company or any of its
affiliates or with the assumption and/or substitution
of options existing under the Company's 1998 Equity
Option Plan (the "1998 Plan"), and notwithstanding
the provisions of Section VI.A. above, any
outstanding grants, awards or sales of options, stock
or other similar rights pertaining to such business
and of any options granted under the 1998 Plan, may
be assumed, substituted or replaced by Stock Options
or other Benefits under the Plan upon such terms and
conditions as the Board of Directors or the Committee
determines. The date of any such grant, award or sale
shall relate back to the date of the initial grant,
award or sale being assumed, substituted or replaced
and service with the acquired business or the Company
under the 1998 Plan, as applicable, shall constitute
service with the Company and its affiliates under the
Plan for purposes of such grant, award or sale. Any
shares underlying any grant, award or sale pursuant
to any acquisition of a business shall be disregarded
for purposes of applying, and shall not reduce the
number of shares of Common Stock available under the
Plan pursuant to Section V above."
2. Except as amended hereby, the Plan remains in full force
and effect in accordance with its terms.
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