<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
TRANSOCEAN OFFSHORE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0464968
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 GREENWAY PLAZA 77046
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
----------------------
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
----------------------
ERIC B. BROWN
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TRANSOCEAN OFFSHORE INC.
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Name and address of agent for service)
(713) 871-7500
(Telephone number, including area code, of agent for service)
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed Proposed maximum
Amount to be maximum offering aggregate offering Amount of
Title of securities to be registered registered price per share (2) price (2) registration fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 200,000(1) $43.63 $8,726,000 $2,575.00
============================================================================================================================
(1) Plus such additional number of shares as may be issuable by reason of the anti-dilution provisions of the Plan.
(2) Estimated pursuant to Rules 457(c) and (h) solely for the purpose of computing the registration fee and based upon the average
of the high and low sales prices reported on the New York Stock Exchange Composite Tape on June 25, 1998
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus to which this Registration Statement relates is a combined
prospectus that also relates to the following Registration Statements on Form S-8: Reg. No. 33-64776, filed by the Registrant
(formerly known as Sonat Offshore Drilling Inc.) on June 21, 1993 and Reg. No. 333-12475, filed by the Registrant on September 20,
1996.
============================================================================================================================
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Long-Term
Incentive Plan (the "Plan") required by Item 1 of Form S-8 and the statement of
availability of registrant information, Plan information and other information
required by Item 2 of Form S-8 will be sent or given to participants as
specified by Rule 428. In accordance with Rule 428 and the requirements of Part
I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The
registrant will maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the registrant will furnish to the
Commission or its staff a copy of any or all of the documents included in such
file.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which Transocean Offshore Inc., a Delaware
corporation (the "Company") has filed with the Commission, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference and shall be deemed to
be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and
(3) The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed on May 12, 1993, as such
Registration Statement may be further amended from time to time
for the purpose of updating, changing or modifying such
description;
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the Company's Amended and Restated Certificate of
Incorporation provides that to the fullest extent that the General Corporation
Law of the State of Delaware ("DGCL") permits the limitation or elimination of
the liability of directors, no director of the Company shall be personally
liable to the Company or its stockholders for damages for breach of fiduciary
duty as a director. Notwithstanding the foregoing, a director shall be liable to
the extent provided by applicable law (1) for any breach of the director's duty
of loyalty to the Company or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) for any willful or negligent declaration of an unlawful dividend, stock
purchase or redemption or (4) for any transaction from which the director
derived any improper personal benefit.
Article Tenth of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify each person who was or
is made a party or is threatened to be made a party to or otherwise require
II-1
<PAGE>
representation by counsel in connection with any threatened, pending or
completed action, suit or proceeding, by reason of the fact that he is or was a
director or officer of the Company, or, while serving as such, is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
to the fullest extent permitted by the laws of the State of Delaware.
Section 145 of the DGCL authorizes the indemnification of directors
and officers against liability incurred by reason of being a director or officer
and against expenses (including attorney's fees) in connection with defending
any action seeking to establish such liability, in the case of third-party
claims, if the officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and in the case of actions by or in the right of the corporation,
if the officer or director acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and if
such officer or director shall not have been adjudged liable to the corporation,
unless a court otherwise determines. Indemnification is also authorized with
respect to any criminal action or proceeding where the officer or director had
no reasonable cause to believe his conduct was unlawful.
The Company has purchased directors and officers liability insurance
that would indemnify the directors and officers of the Company against damages
arising out of certain kinds of claims that might be made against them based on
their negligent acts or omissions while acting in their capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document Description
------ --------------------
*4.1 -- Restated Certificate of Incorporation of the Company, including
amendments dated September 3, 1996 (incorporated by reference to
Exhibit 4(a) to the Company's Registration Statement on Form S-8
(Registration No. 333-12475) dated September 20, 1996)
*4.2 -- Amendment dated September 3, 1996 to Restated Certificate of
Incorporation of the Company to change the Company's name
(incorporated by reference to Exhibit 4(b) to the Company's
Registration Statement on Form S-8 (Registration No. 333-12475)
dated September 20, 1996)
*4.3 -- Amendment dated September 3, 1996 to Restated Certificate of
Incorporation of the Company to increase authorized shares of
common stock (incorporated by reference to Exhibit 4(c) to the
Company's Registration Statement on Form S-8 (Registration No.
333-12475) dated September 20, 1996)
*4.4 -- By-Laws of the Company (incorporated by reference to Exhibit 3-(2)
to the Company's Form 10-K for the year ending December 31, 1993)
4.5 -- Long-Term Incentive Plan, as amended and restated effective March
12, 1998
5 -- Opinion of Eric B. Brown, Esq.
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Eric B. Brown, Esq. (included in Exhibit 5)
24 -- Powers of Attorney
II-2
<PAGE>
- -------------------
* Incorporated by reference as indicated.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on June 30, 1998.
TRANSOCEAN OFFSHORE INC.
By: /s/ Robert L. Long
---------------------------------
Robert L. Long,
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on June 30, 1998.
SIGNATURE TITLE
--------- -----
/s/ J. Michael Talbert Chairman of the Board and Chief Executive
- --------------------------------- Officer
J. Michael Talbert
(Principal Executive Officer)
/s/ Robert L. Long Senior Vice President, Treasurer and Chief
- --------------------------------- Financial Officer
Robert L. Long
(Principal Financial Officer)
/s/ Barbara S. Koucouthakis Vice President and Controller
- ---------------------------------
Barbara S. Koucouthakis
(Principal Accounting Officer)
* Director, President and Chief
- --------------------------------- Operating Officer
W. Dennis Heagney
Director
- ---------------------------------
Richard D. Kinder
* Director
- ---------------------------------
Ronald L. Kuehn, Jr.
Director
- ---------------------------------
Robert T. Lanigan
* Director
- ---------------------------------
Fridtjof Lorentzen
* Director
- ---------------------------------
Max L. Lukens
* Director
- ---------------------------------
Martin B. McNamara
* Director
- ---------------------------------
Kristian Siem
*By: /s/ Eric B. Brown
-----------------------------
Eric B. Brown
Attorney in Fact
II-4
<PAGE>
LONG-TERM INCENTIVE PLAN
OF
TRANSOCEAN OFFSHORE INC.
(AS AMENDED AND RESTATED AS OF MARCH 12, 1998)
I. GENERAL
1.1 PURPOSE OF THE PLAN
The Long-Term Incentive Plan (the "Plan") of Transocean Offshore Inc. (the
"Company") is intended to advance the best interests of the Company and its
subsidiaries by providing Directors and employees with additional incentives
through the grant of options ("Options") to purchase shares of Common Stock of
the Company ("Common Stock"), stock appreciation rights ("SARs"), shares of
restricted Common Stock ("Restricted Stock") and cash performance awards ("Cash
Awards"), thereby increasing the personal stake of such Directors and employees
in the continued success and growth of the Company.
1.2 ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by the Executive Compensation Committee
or other designated committee (the "Committee") of the Board of Directors of the
Company (the "Board of Directors") which shall consist of at least two Directors
all of whom (i) are not eligible for awards under Articles II and III of the
Plan, (ii) are "non-employee directors" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, and (iii) are Outside Directors satisfying
the requirements of Section 162(m) of the Internal Revenue Code of 1986, as
amended, or any successor thereto (the "Code"). The Committee shall have
authority to interpret conclusively the provisions of the Plan, to adopt such
rules and regulations for carrying out the Plan as it may deem advisable, to
decide conclusively all questions of fact arising in the application of the
Plan, and to make all other determinations necessary or advisable for the
administration of the Plan. Notwithstanding the foregoing, the Committee shall
have no power or discretion to vary the amount or terms of awards under Article
IV of the Plan, except as provided in Section 6.2. All decisions and acts of
the Committee shall be final and binding upon all affected Plan participants.
(b) The Committee shall designate the eligible employees, if any, to be
granted awards under Articles II and III and the type and amount of such awards
and the time when awards will be granted. All awards granted under the Plan
shall be on the terms and subject to the conditions hereinafter provided.
1.3 ELIGIBLE PARTICIPANTS
Employees, including officers, of the Company and its subsidiaries, and of
partnerships or joint ventures in which the Company and its subsidiaries have a
significant ownership interest as determined by the Committee (all of such
subsidiaries, partnerships and joint ventures being referred to as
"Subsidiaries") shall be eligible for awards under Articles II, III and V of the
Plan. Directors who are not employees of the Company or its Subsidiaries shall
not be eligible for awards under Articles II, III and V.
Each Director of the Company who is not an officer or employee of the
Company or any of its subsidiaries (an "Eligible Director") shall automatically
be granted awards under Article IV of the Plan. Each Eligible Director to whom
Options or SARs are granted under Article IV is hereinafter referred to as a
"Participant."
1.4 AWARDS UNDER THE PLAN
Awards to employees under Articles II and III may be in the form of (i)
Options to purchase shares of Common Stock, (ii) Stock Appreciation Rights which
may be either freestanding or issued in tandem with Options, (iii) shares of
Restricted Stock, (iv) Supplemental Payments which may be awarded with respect
to Options, Stock Appreciation Rights and Restricted Stock, or (v) any
combination of the foregoing. Awards to employees under Article V will be in
the form of performance awards payable in cash.
1
<PAGE>
Awards to Eligible Directors under Article IV shall be in the form of (i)
Options to purchase shares of Common Stock and Supplemental Payments with
respect thereto, or (ii) solely in the case of Eligible Directors residing in
Norway, freestanding SARs .
1.5 SHARES SUBJECT TO THE PLAN
The aggregate number of shares of Common Stock which may be issued with
respect to awards made under Articles II and III shall not exceed 6,100,000
shares, reduced by the number of shares which have been issued pursuant to such
Articles prior to the date of this Amendment and Restatement. In addition, the
aggregate number of shares of Common Stock which may be issued with respect to
awards made under Article IV shall not exceed 200,000, reduced by the number of
shares which have been issued pursuant to such Article prior to the date of this
Amendment and Restatement. At no time shall the number of shares issued plus
the number of shares estimated by the Committee to be ultimately issued with
respect to outstanding awards under the Plan exceed the number of shares that
may be issued under the Plan. No employee shall be granted Stock Options,
freestanding Stock Appreciation Rights, or Restricted Stock, or any combination
of the foregoing, with respect to more than 600,000 shares of Common Stock in
any fiscal year (subject to adjustment as provided in Section 6.2). No employee
shall be granted a Supplemental Payment in any fiscal year with respect to more
than the number of shares of Common Stock covered by Stock Options, freestanding
Stock Appreciation Rights or Restricted Stock awards granted to such employee in
such fiscal year. Shares distributed pursuant to the Plan may consist of
authorized but unissued shares or treasury shares of the Company, as shall be
determined from time to time by the Board of Directors.
If any Option under the Plan shall expire, terminate or be canceled
(including cancellation upon the holder's exercise of a related Stock
Appreciation Right) for any reason without having been exercised in full, or if
any shares of Restricted Stock shall be forfeited to the Company, the
unexercised Options and forfeited shares of Restricted Stock shall not count
against the above limit and shall again become available for grants under the
Plan (regardless of whether the holder of such Options or shares received
dividends or other economic benefits with respect to such Options or shares).
Shares of Common Stock equal in number to the shares surrendered in payment of
the option price, and shares of Common Stock which are withheld in order to
satisfy federal, state or local tax liability, shall not count against the above
limit and shall again become available for grants under the Plan. Only the
number of shares of Common Stock actually issued upon exercise of a Stock
Appreciation Right or payment of a Supplemental Payment shall count against the
above limit, and any shares which were estimated to be used for such purposes
and were not in fact so used shall again become available for grants under the
Plan.
Freestanding Stock Appreciation Rights which may be settled solely in cash
shall be issued with respect to no more than an aggregate of 100,000 underlying
shares. Such SARs shall not count against the limits set forth above on the
number of shares of Common Stock which may be issued under the Plan. If any
freestanding SAR shall expire, terminate, or be canceled for any reason without
having been exercised in full, the unexercised SARs shall not count against this
limit and shall again become available for grants under the Plan.
1.6 OTHER COMPENSATION PROGRAMS
The existence and terms of the Plan shall not limit the authority of the
Board of Directors in compensating Directors and employees of the Company and
its subsidiaries in such other forms and amounts, including compensation
pursuant to any other plans as may be currently in effect or adopted in the
future, as it may determine from time to time.
II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
2.1 TERMS AND CONDITIONS OF OPTIONS
Subject to the following provisions, all Options granted under the Plan to
employees of the Company and its Subsidiaries shall be in such form and shall
have such terms and conditions as the Committee, in its discretion, may from
time to time determine.
2
<PAGE>
(a) Option Price. The option price per share shall not be less than the
fair market value of the Common Stock (as determined by the Committee) on the
date the Option is granted. Notwithstanding the foregoing, the option price per
share with respect to any Option granted by the Committee within 90 days of the
closing of the initial public offering of the Company's Common Stock shall be at
the initial public offering price for such Stock.
(b) Term of Option. The term of an Option shall not exceed ten years from
the date of grant, except as provided pursuant to Section 2.1(g) with respect to
the death of an optionee. No Option shall be exercised after the expiration of
its term.
(c) Exercise of Options. Options shall be exercisable at such time or
times and subject to such terms and conditions as the Committee shall specify in
the Option grant. The Committee shall have discretion to at any time declare
all or any portion of the Options held by any optionee to be immediately
exercisable. An Option may be exercised in accordance with its terms as to any
or all shares purchasable thereunder.
(d) Payment for Shares. The Committee may authorize payment for shares as
to which an Option is exercised to be made in cash, shares of Common Stock, by
"cashless exercise" or in such other manner as the Committee in its discretion
may provide.
(e) Nontransferability of Options. No Option or any interest therein shall
be transferable by the optionee other than by will or by the laws of descent and
distribution. During an optionee's lifetime, all Options shall be exercisable
only by such optionee or by the guardian or legal representative of the
optionee.
(f) Shareholder Rights. The holder of an Option shall, as such, have none
of the rights of a shareholder.
(g) Termination of Employment. The Committee shall have discretion to
specify in the Option grant or an amendment thereof, provisions with respect to
the period during which the Option may be exercised following the optionee's
termination of employment. Notwithstanding the foregoing, the Committee shall
not permit any Option to be exercised beyond the term of the Option established
pursuant to Section 2.1(b), except that the Committee may provide that,
notwithstanding such Option term, an Option which is outstanding on the date of
an optionee's death shall remain outstanding and exercisable for up to one year
after the optionee's death.
(h) Change of Control. Notwithstanding the exercisability schedule
governing any Option, upon the occurrence of a Change of Control (as defined in
Section 6.10) all Options outstanding at the time of such Change of Control and
held by optionees who are employees of the Company or its Subsidiaries at the
time of such Change of Control shall become immediately exercisable and, unless
the optionee agrees otherwise in writing, shall remain exercisable for the
remainder of the Option term.
2.2 STOCK APPRECIATION RIGHTS IN TANDEM WITH OPTIONS
(a) The Committee may, either at the time of grant of an Option or at any
time during the term of the Option, grant Stock Appreciation Rights with respect
to all or any portion of the shares of Common Stock covered by such Option. A
tandem Stock Appreciation Right may be exercised at any time the Option to which
it relates is then exercisable, but only to the extent the Option to which it
relates is exercisable, and shall be subject to the conditions applicable to
such Option. When a tandem Stock Appreciation Right is exercised, the Option to
which it relates shall cease to be exercisable to the extent of the number of
shares with respect to which the tandem Stock Appreciation Right is exercised.
Similarly, when an Option is exercised, the tandem Stock Appreciation Rights
relating to the shares covered by such Option exercise shall terminate. Any
tandem Stock Appreciation Right which is outstanding on the last day of the term
of the related Option (as determined pursuant to Section 2.1(b)) shall be
automatically exercised on such date for cash without any action by the
optionee.
(b) Upon exercise of a tandem Stock Appreciation Right, the holder shall
receive, for each share with respect to which the tandem Stock Appreciation
Right is exercised, an amount (the "Appreciation") equal to the amount by which
the fair market value (as defined below) of a share of Common Stock on the date
of exercise of the Stock Appreciation Right exceeds the option price per share
of the Option to which the tandem Stock Appreciation Right relates. For
purposes of the preceding sentence, the fair market value of a share of Common
Stock shall be the
3
<PAGE>
average of the high and low prices of such stock as reported on the consolidated
reporting system. The Appreciation shall be payable in cash, Common Stock, or a
combination of both, at the option of the Committee, and shall be paid within 30
days of the exercise of the tandem Stock Appreciation Right.
(c) Notwithstanding the foregoing, if a tandem Stock Appreciation Right is
exercised within 60 days of the occurrence of a Change of Control, (i) the
Appreciation and any Supplemental Payment (as defined in Section 2.4) to which
the holder is entitled shall be payable solely in cash, and (ii) in addition to
the Appreciation and the Supplemental Payment (if any), the holder shall
receive, in cash, (1) the amount by which the greater of (a) the highest market
price per share of Common Stock during the 60-day period preceding exercise of
the tandem Stock Appreciation Right or (b) the highest price per share of Common
Stock (or the cash-equivalent thereof as determined by the Board of Directors)
paid by an acquiring person during the 60-day period preceding a Change of
Control, exceeds the fair market value of a share of Common Stock on the date of
exercise of the tandem Stock Appreciation Right, plus (2) if the holder is
entitled to a Supplemental Payment, an additional payment, calculated under the
same formula as used for calculating such holder's Supplemental Payment, with
respect to the amount referred to in clause (1) of this sentence.
2.3 FREESTANDING STOCK APPRECIATION RIGHTS
The Committee may grant Freestanding Stock Appreciation Rights to employees
of the Company and its Subsidiaries, in such form and having such terms and
conditions as the Committee, in its discretion, may from time to time determine,
subject to the following provisions.
(a) Base Price and Appreciation. Each freestanding SAR shall be granted
with a base price, which shall not be less than the fair market value of the
Common Stock (as determined by the Committee) on the date the SAR is granted.
Upon exercise of a freestanding SAR, the holder shall receive, for each share
with respect to which the SAR is exercised, an amount (the "Appreciation") equal
to the amount by which the fair market value (as defined below) of a share of
Common Stock on the date of exercise of the SAR exceeds the base price of the
SAR. For purposes of the preceding sentence, the fair market value of a share
of Common Stock shall be the average of the high and low prices of such stock as
reported on the New York Stock Exchange composite tape. The Appreciation shall
be payable in cash and shall be paid within 30 days of the exercise of the SAR.
(b) Term of SAR. The term of a freestanding SAR shall not exceed ten years
from the date of grant, except as provided pursuant to Section 2.3(f) with
respect to the death of the grantee. No SAR shall be exercised after the
expiration of its term. Any freestanding SAR which is outstanding on the last
day of its term (as such term may be extended pursuant to Section 2.3(f)) and as
to which the Appreciation is a positive number on such date shall be
automatically exercised on such date for cash without any action by the grantee.
(c) Exercise of SARs. Freestanding SARs shall be exercisable at such time
or times and subject to such terms and conditions as the Committee may specify
in the SAR grant. The Committee shall have discretion to at any time declare
all or any portion of the freestanding SARs then outstanding to be immediately
exercisable. A freestanding SAR may be exercised in accordance with its terms
in whole or in part.
(d) Nontransferability of SARs. No SAR or any interest therein shall be
transferable by the grantee other than by will or by the laws of descent and
distribution. During a grantee's lifetime, all SARs shall be exercisable only
by such grantee or by the guardian or legal representative of the grantee.
(e) Shareholder Rights. The holder of an SAR shall, as such, have none of
the rights of a shareholder.
(f) Termination of Employment. The Committee shall have discretion to
specify in the SAR grant or an amendment thereof, provisions with respect to the
period during which the SAR may be exercised following the grantee's termination
of employment. Notwithstanding the foregoing, the Committee shall not permit
any SAR to be exercised beyond the term of the SAR established pursuant to
Section 2.3(b), except that the Committee may provide that, notwithstanding such
SAR term, an SAR which is outstanding on the date of a grantee's death shall
remain outstanding and exercisable for up to one year after the grantee's death.
4
<PAGE>
(g) Change of Control. Notwithstanding the exercisability schedule
governing any SAR, upon the occurrence of a Change of Control (as defined in
Section 6.10) all SARs outstanding at the time of such Change of Control and
held by grantees who are employees of the Company or its Subsidiaries at the
time of such Change of Control shall become immediately exercisable and, unless
the grantee agrees otherwise in writing, shall remain exercisable for the
remainder of the SAR term. In addition, the Committee may provide that if a
freestanding SAR is exercised within 60 days of the occurrence of a Change of
Control, in addition to the Appreciation the holder shall receive, in cash, the
amount by which the greater of (a) the highest market price per share of Common
Stock during the 60-day period preceding exercise of the SAR or (b) the highest
price per share of Common Stock (or the cash equivalent thereof as determined by
the Board of Directors) paid by an acquiring person during the 60-day period
preceding a Change of Control, exceeds the fair market value of a share of
Common Stock on the date of exercise of the SAR.
2.4 SUPPLEMENTAL PAYMENT ON EXERCISE OF OPTIONS OR STOCK APPRECIATION RIGHTS
The Committee, either at the time of grant or at the time of exercise of
any Option or tandem Stock Appreciation Right, may provide for a supplemental
payment (the "Supplemental Payment") by the Company to the optionee with respect
to the exercise of any Option or tandem Stock Appreciation Right. The
Supplemental Payment shall be in the amount specified by the Committee, which
shall not exceed the amount necessary to pay the income tax payable to the
national government with respect to both exercise of the Option or tandem Stock
Appreciation Right and receipt of the Supplemental Payment, assuming the
optionee is taxed at the maximum effective income tax rate applicable thereto.
The Committee shall have the discretion to grant Supplemental Payments that are
payable solely in cash or Supplemental Payments that are payable in cash, Common
Stock, or a combination of both, as determined by the Committee at the time of
payment. The Supplemental Payment shall be paid within 30 days of the date of
exercise of an Option or Stock Appreciation Right (or, if later, within 30 days
of the date on which income is recognized for federal income tax purposes with
respect to such exercise).
2.5 STATUTORY OPTIONS
Subject to the limitations on Option terms set forth in Section 2.1, the
Committee shall have the authority to grant (i) incentive stock options within
the meaning of Section 422 of the Code and (ii) Options containing such terms
and conditions as shall be required to qualify such Options for preferential tax
treatment under the Code as in effect at the time of such grant. Options
granted pursuant to this Section 2.4 may contain such other terms and conditions
permitted by Article II of this Plan as the Committee, in its discretion, may
from time to time determine (including, without limitation, provision for Stock
Appreciation Rights and Supplemental Payments), to the extent that such terms
and conditions do not cause the Options to lose their preferential tax
treatment. To the extent the Code and Regulations promulgated thereunder
require a plan to contain specified provisions in order to qualify options for
preferential tax treatment, such provisions shall be deemed to be stated in this
Plan.
III. RESTRICTED STOCK
3.1 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS
Subject to the following provisions, all awards of Restricted Stock under
the Plan to employees of the Company and its Subsidiaries shall be in such form
and shall have such terms and conditions as the Committee, in its discretion,
may from time to time determine.
(a) The Restricted Stock award shall specify the number of shares of
Restricted Stock to be awarded, the price, if any, to be paid by the recipient
of the Restricted Stock, and the date or dates on which the Restricted Stock
will vest. The vesting of Restricted Stock may be conditioned upon the
completion of a specified period of service with the Company or its
Subsidiaries, upon the attainment of specified performance goals, or upon such
other criteria as the Committee may determine in its sole discretion.
(b) Stock certificates representing the Restricted Stock granted to an
employee shall be registered in the employee's name. Such certificates shall
either be held by the Company on behalf of the employee, or delivered to the
employee bearing a legend to restrict transfer of the certificate until the
Restricted Stock has vested, as determined by the Committee. The Committee
shall determine whether the employee shall have the right to vote
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and/or receive dividends on the Restricted Stock before it has vested. No share
of Restricted Stock may be sold, transferred, assigned, or pledged by the
employee until such share has vested in accordance with the terms of the
Restricted Stock award. In the event of an employee's termination of employment
before all of his Restricted Stock has vested, or in the event other conditions
to the vesting of Restricted Stock have not been satisfied prior to any deadline
for the satisfaction of such conditions set forth in the award, the shares of
Restricted Stock which have not vested shall be forfeited and any purchase price
paid by the employee shall be returned to the employee. At the time Restricted
Stock vests (and, if the employee has been issued legended certificates of
Restricted Stock, upon the return of such certificates to the Company), a
certificate for such vested shares shall be delivered to the employee (or the
Beneficiary designated by the employee in the event of death), free of all
restrictions.
(c) Notwithstanding the vesting conditions set forth in the Restricted
Stock award, (i) the Committee may in its discretion accelerate the vesting of
Restricted Stock at any time, and (ii) all shares of Restricted Stock shall vest
upon a Change of Control of the Company.
3.2 PERFORMANCE AWARDS UNDER SECTION 162(m) OF THE CODE
The Committee shall have the right to designate awards of Restricted Stock
as "Performance Awards." Notwithstanding any other provisions of this Article
III, awards so designated shall be granted and administered in a manner designed
to preserve the deductibility of the compensation resulting from such awards in
accordance with Section 162(m) of the Code. The grant or vesting of a
Performance Award shall be subject to the achievement of performance objectives
(the "Performance Objectives") established by the Committee based on one or more
of the following criteria, in each case applied to the Company on a consolidated
basis and/or to a business unit, and either as an absolute measure or as a
measure of comparative performance relative to a peer group of companies:
sales, operating profits, operating profits before interest expense and taxes,
net earnings, earnings per share, return on equity, return on assets, return on
invested capital, total shareholder return, cash flow, debt to equity ratio,
market share, stock price, economic value added, and market value added.
The Performance Objectives for a particular Performance Award relative to a
particular fiscal year shall be established by the Committee in writing no later
than 90 days after the beginning of such year. The Committee shall have the
authority to determine whether the Performance Objectives and other terms and
conditions of the award are satisfied, and the Committee's determination as to
the achievement of Performance Objectives relating to a Performance Award shall
be made in writing. The Committee shall have discretion to modify or waive the
Performance Objectives or conditions to the grant or vesting of a Performance
Award only to the extent that the exercise of such discretion would not cause
the Performance Award to fail to qualify as "performance-based compensation"
within the meaning of Section 162(m) of the Code.
3.3 SUPPLEMENTAL PAYMENT ON VESTING OF RESTRICTED STOCK
The Committee, either at the time of grant or at the time of vesting of
Restricted Stock, may provide for a Supplemental Payment by the Company to the
employee in an amount specified by the Committee which shall not exceed the
amount necessary to pay the federal income tax payable with respect to both the
vesting of the Restricted Stock and receipt of the Supplemental Payment,
assuming the employee is taxed at the maximum effective federal income tax rate
applicable thereto and has not elected to recognize income with respect to the
Restricted Stock before the date such Restricted Stock vests. The Supplemental
Payment shall be paid within 30 days of each date that Restricted Stock vests.
The Committee shall have the discretion to grant Supplemental Payments that are
payable solely in cash or Supplemental Payments that are payable in cash, Common
Stock, or a combination of both, as determined by the Committee at the time of
payment.
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IV. STOCK OPTIONS OR FREESTANDING STOCK APPRECIATION RIGHTS
FOR DIRECTORS
4.1 GRANT OF OPTIONS OR FREESTANDING SARS
Each person who becomes an Eligible Director (other than a person who first
becomes an Eligible Director on the date of an annual meeting of the Company's
stockholders) shall be granted, effective as of the date such person becomes an
Eligible Director, (i) an Option to purchase 4,000 shares of Common Stock, if
such person is not then residing in Norway, or (ii) a freestanding SAR with
respect to 4,000 shares of Common Stock, if such person is then residing in
Norway. Each person who is or becomes an Eligible Director on the date of an
annual meeting of the Company's stockholders and whose service on the Board of
Directors will continue after such meeting shall be granted, effective as of the
date of such meeting, (i) an Option to purchase 4,000 shares of Common Stock, if
such person is not then residing in Norway, or (ii) a freestanding SAR with
respect to 4,000 shares of Common Stock, if such person is then residing in
Norway.
4.2 TERMS AND CONDITIONS OF OPTIONS
Each Option granted under this Article shall have the following terms and
conditions:
(a) Option Price. The option price per share shall be the closing sales
price of a share of Common Stock on the date the Option is granted (or, if the
Common Stock is not traded on such date, on the immediately preceding date on
which the Common Stock is traded).
(b) Term of Option. Each Option shall expire ten years from the date of
grant, except as provided in Section 4.2(c) with respect to the death of an
optionee. No Option shall be exercised after the expiration of its term.
(c) Exercise of Options. Subject to Section 4.2(g) and the remainder of
this paragraph, each Option shall become exercisable in installments as follows:
(1) a total of 1,333 shares of Common Stock may be purchased through exercise of
the Option on or after the first anniversary of the date of grant; (2) a total
of 2,666 shares of Common Stock may be purchased through exercise of the Option
on or after the second anniversary of the date of grant; and (3) a total of
4,000 shares of Common Stock may be purchased through exercise of the Option on
or after the third anniversary of the date of grant. If a Participant ceases to
be a Director of the Company as a result of death, disability, or retirement
from the Board of Directors on his Retirement Date (as defined in Section
4.2(i)), each Option shall immediately become fully exercisable and shall remain
exercisable for the remainder of its term, except that an Option which is
outstanding on the date of an optionee's death shall remain outstanding and
exercisable for a term of the greater of ten years from the date of grant or one
year after the optionee's death. If a Participant ceases to be a Director of
the Company for any reason not set forth in the preceding sentence, no
additional portions of the Option will become exercisable, and the portion of
the Option that is then exercisable shall expire if not exercised within 60 days
after cessation of service as a Director. An Option may be exercised in
accordance with its terms as to any or all shares purchasable thereunder.
(d) Payment for Shares. Payment for shares as to which an Option is
exercised shall be made in cash, Common Stock, by "cashless exercise," or a
combination thereof, in the discretion of the Participant. Shares of Common
Stock delivered in payment of the Option price shall be valued at the average of
the high and low prices of such Stock on the date of exercise (or, if the Common
Stock is not traded on such date, at the weighted average of the high and low
prices on the nearest trading dates before and after such date).
(e) Nontransferability of Options. No Option or any interest therein shall
be transferable by the Participant other than by will or by the laws of descent
and distribution. During a Participant's lifetime, all Options shall be
exercisable only by such Participant or by the guardian or legal representative
of the Participant.
(f) Shareholder Rights. The holder of an Option shall, as such, have none
of the rights of a shareholder.
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(g) Change of Control. Notwithstanding any other provisions of the Plan,
upon the occurrence of a Change of Control (as defined in Section 6.10) all
Options outstanding at the time of such Change of Control shall become
immediately exercisable and shall remain exercisable for the remainder of their
term.
(h) Tax Status. The Options granted under this Article shall be "non-
qualified" options, and shall not be incentive stock options as defined in
Section 422 of the Code.
(i) Retirement Date. For purposes of this Article, a Participant's
Retirement Date shall mean the date on which the Participant shall be required
to retire from the Board of Directors under the retirement policies of the Board
of Directors as in effect on the date of the Participant's retirement.
4.3 TERMS AND CONDITIONS OF FREESTANDING STOCK APPRECIATION RIGHTS
Each Freestanding Stock Appreciation Right granted under this Article shall
have the following terms and conditions:
(a) Base Price and Appreciation. The base price of the SAR shall be the
closing sales price of a share of Common Stock on the date the SAR is granted
(or, if the Common Stock is not traded on such date, on the immediately
preceding date on which the Common Stock is traded). Upon exercise of an SAR,
the holder shall receive, for each share with respect to which the SAR is
exercised, an amount (the "Appreciation") equal to the amount by which the fair
market value of a share of Common Stock on the date of exercise of the SAR
exceeds the base price of the SAR. For purposes of the preceding sentence, the
fair market value of a share of Common Stock shall be the average of the high
and low prices of such stock as reported on the New York Stock Exchange
composite tape. The Appreciation shall be payable in cash and shall be paid
within 30 days of the exercise of the SAR.
(b) Term of SAR. Each SAR shall expire ten years from the date of grant,
except as provided in Section 4.3(c) with respect to the death of a Participant.
No SAR shall be exercised after the expiration of its term.
(c) Exercise of SARs. Subject to Section 4.3(f) and the remainder of this
paragraph, each SAR shall become exercisable in installments as follows: (1)
the SAR shall be exercisable with respect to a total of 1,333 shares of Common
Stock on or after the first anniversary of the date of grant; (2) the SAR shall
be exercisable with respect to a total of 2,666 shares of Common Stock on or
after the second anniversary of the date of grant; and (3) the SAR shall be
exercisable with respect to a total of 4,000 shares of Common Stock on or after
the third anniversary of the date of grant. If a Participant ceases to be a
Director of the Company as a result of death, disability, or retirement from the
Board of Directors on his Retirement Date (as defined in Section 4.2(i)), each
SAR shall immediately become fully exercisable and shall remain exercisable for
the remainder of its term, except that notwithstanding the term of the SAR, an
SAR which is outstanding on the date of a Participant's death shall remain
outstanding and exercisable for a term of the greater of ten years from the date
of grant or one year after the Participant's death. If a Participant ceases to
be a Director of the Company for any reason not set forth in the preceding
sentence, no additional portions of the SAR will become exercisable, and the
portion of the SAR that is then exercisable shall expire if not exercised within
60 days after cessation of service as a Director. An SAR may be exercised in
accordance with its terms in whole or in part.
(d) Nontransferability of SARs. No SAR or any interest therein shall be
transferable by the Participant other than by will or by the laws of descent and
distribution. During a Participant's lifetime, all SARs shall be exercisable
only by such Participant or by the guardian or legal representative of the
Participant.
(e) Shareholder Rights. The holder of an SAR shall, as such, have none of
the rights of a shareholder.
(f) Change of Control. Notwithstanding any other provisions of the Plan,
upon the occurrence of a Change of Control (as defined in Section 6.10) all SARs
outstanding at the time of such Change of Control shall become immediately
exercisable and shall remain exercisable for the remainder of their term.
(g) Special Provisions. Notwithstanding the foregoing provisions of
Section 4.3, the freestanding SARs granted to Eligible Directors residing in
Norway who were first elected to the Board of Directors in 1996 (and
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who waived the grant of an Option to which they were then entitled under the
terms of the Plan as then in effect) with respect to their initial election to
the Board of Directors (i) shall have a base price equal to the closing sales
price of the Common Stock on the date of their initial election, and (ii) shall
have exercise and expiration dates determined as if such SARs had been granted
on the date of their initial election.
4.4 SUPPLEMENTAL PAYMENT ON EXERCISE OF PRIOR AWARDS OF OPTIONS OR SARS
(a) Supplemental Payments. Within 30 days of each date that an Option or
SAR granted prior to the date of this Amendment and Restatement is exercised, a
Supplemental Payment shall be paid to the Participant (or to the Participant's
Beneficiary in the event of death), in cash, in an amount equal to the amount
necessary to pay the income tax payable to the national government where the
Director resides with respect to both the exercise of such Option or SAR and
receipt of the Supplemental Payment, assuming the Participant is taxed at the
maximum effective income tax rate applicable thereto; provided, however, that no
such payment shall be made if the Participant has waived his right to the
payment pursuant to Section 4.4(b).
(b) Waiver. The Committee may grant an additional Option or SAR, as
applicable, to any Participant who agrees in writing to waive the right to
receive a supplemental cash payment under Section 4.4(a). Such Option or SAR
shall be immediately exercisable. All other provisions of Section 4.2 or 4.3
will apply as though the date of acceptance of the Option or SAR were the date
of grant. Notwithstanding the foregoing, however, in no event shall (i) the
number of shares of Common Stock subject to this Section 4.4(b) exceed 50,000,
or (ii) the number of SARs subject to this Section 4.4(b) exceed 50,000.
V. CASH PERFORMANCE AWARDS
5.1 TERMS AND CONDITIONS OF CASH PERFORMANCE AWARDS
A "Cash Award" is a cash bonus paid solely on account of the attainment of
one or more objective performance goals that have been preestablished by the
Committee. Each Cash Award shall be subject to such terms and conditions,
restrictions and contingencies, if any, as the Committee shall determine.
Restrictions and contingencies limiting the right to receive a cash payment
pursuant to a Cash Award shall be based on the achievement of single or multiple
performance goals over a performance period established by the Committee. No
employee shall receive Cash Awards during any calendar year aggregating in
excess of $1 million.
5.2 PERFORMANCE OBJECTIVES UNDER SECTION 162(m) OF THE CODE
The Committee shall have the right to designate Cash Awards as "Cash
Performance Awards." Notwithstanding any other provisions of this Article V,
awards so designated shall be granted and administered in a manner designed to
preserve the deductibility of the compensation resulting from such awards in
accordance with Section 162(m) of the Code. The payment of a Cash Performance
Award shall be subject to the achievement of performance objectives (the
"Performance Objectives") established by the Committee based on one or more of
the following criteria, in each case applied to the Company on a consolidated
basis and/or to a business unit, and either as an absolute measure or as a
measure of comparative performance relative to a peer group of companies:
sales, operating profits, operating profits before interest expense and taxes,
net earnings, earnings per share, return on equity, return on assets, return on
invested capital, total shareholder return, cash flow, debt to equity ratio,
market share, stock price, economic value added, and market value added.
The Performance Objectives for a particular Cash Performance Award relative
to a particular fiscal year shall be established by the Committee in writing no
later than 90 days after the beginning of such year. The Committee shall have
the authority to determine whether the Performance Objectives and other terms
and conditions of the award are satisfied, and the Committee's determination as
to the achievement of Performance Objectives relating to a Cash Performance
Award shall be made in writing.
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VI. ADDITIONAL PROVISIONS
6.1 GENERAL RESTRICTIONS
Each award under the Plan shall be subject to the requirement that, if at
any time the Committee shall determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the
recipient of an award with respect to the disposition of shares of Common Stock
is necessary or desirable (in connection with any requirement or interpretation
of any federal or state securities law, rule or regulation) as a condition of,
or in connection with, the granting of such award or the issuance, purchase or
delivery of shares of Common Stock thereunder, such award may not be consummated
in whole or in part unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.
6.2 ADJUSTMENTS FOR CHANGES IN CAPITALIZATION
In the event of a reorganization, recapitalization, Stock split, Stock
dividend, combination of shares, rights offer, liquidation, dissolution, merger,
consolidation, spin-off, sale of assets, payment of an extraordinary cash
dividend, or any other change in or affecting the corporate structure or
capitalization of the Company, the Committee shall make appropriate adjustment
in the number and kind of shares authorized by the Plan (including any
limitations on individual awards), in the number, price or kind of shares
covered by the awards and in any outstanding awards under the Plan; provided,
however, that no such adjustment shall increase the aggregate value of any
outstanding award.
6.3 AMENDMENTS
(a) The Board of Directors may amend the Plan from time to time. No such
amendment shall require approval by the stockholders unless stockholder approval
is required to satisfy Rule 16b-3 under the Securities Exchange Act of 1934 or
Section 162(m) of the Code, or by applicable law or Stock exchange requirements.
(b) The Committee shall have the authority to amend any grant to include
any provision which, at the time of such amendment, is authorized under the
terms of the Plan; however, no outstanding award may be revoked or altered in a
manner unfavorable to the holder without the written consent of the holder.
(c) If a Participant has ceased or will cease to be a Director of the
Company for the convenience of the Company (as determined by the Board of
Directors), the Board of Directors may amend all or any portion of such
Participant's Options or SARs so as to make such Options or SARs fully
exercisable and/or specify a schedule upon which they become exercisable, and/or
permit all or any portion of such Options or SARs to remain exercisable for such
period designated by it, but not beyond the expiration of the term established
pursuant to Section 4.2(b) or 4.3(b). A Participant shall not participate in
the deliberations or vote by the Board of Directors under this paragraph with
respect to his Options or SARs. The exercise periods of Options or SARs
established by the Board of Directors pursuant to this paragraph shall override
the provisions of Section 4.2(c) or 4.3(c) to the extent inconsistent therewith.
6.4 CANCELLATION OF AWARDS
Any award granted under Articles II and III of the Plan may be canceled at
any time with the consent of the holder and a new award may be granted to such
holder in lieu thereof, which award may, in the discretion of the Committee, be
on more favorable terms and conditions than the canceled award; provided,
however, that the Committee may not reduce the exercise or base price of
outstanding Options or SARs where the existing exercise or base price is higher
than the then current market price of the Common Stock.
6.5 BENEFICIARY
An employee or Participant may file with the Company a written designation
of Beneficiary, on such form as may be prescribed by the Committee, to receive
any Options, SARs, Restricted Shares, Common Stock and
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Supplemental Payments that become deliverable to the employee or Participant
pursuant to the Plan after the employee's or Participant's death. An employee or
Participant may, from time to time, amend or revoke a designation of
Beneficiary. If no designated Beneficiary survives the employee or Participant,
the executor or administrator of the employee's or Participant's estate shall be
deemed to be the employee's or Participant's Beneficiary.
6.6 WITHHOLDING
(a) Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan, the Company shall have the right to
require the award holder to remit to the Company an amount sufficient to satisfy
any applicable withholding tax liability prior to the delivery of any
certificate for such shares. Whenever under the Plan payments are to be made in
cash, such payments shall be net of an amount sufficient to satisfy any
withholding tax liability.
(b) An employee entitled to receive Common Stock under the Plan who has not
received a cash Supplemental Payment may elect to have the withholding tax
liability (or a specified portion thereof) with respect to such Common Stock
satisfied by having the Company withhold from the shares otherwise deliverable
to the employee shares of Common Stock having a value equal to the amount of the
tax liability to be satisfied with respect to the Common Stock. An election to
have all or a portion of the tax liability satisfied using Common Stock shall
comply with such requirements as may be imposed by the Committee.
6.7 NON-ASSIGNABILITY
Except as expressly provided in the Plan, no award under the Plan shall be
assignable or transferable by the holder thereof except by will or by the laws
of descent and distribution. During the life of the holder, awards under the
Plan shall be exercisable only by such holder or by the guardian or legal
representative of such holder.
6.8 NON-UNIFORM DETERMINATIONS
Determinations by the Committee under the Plan (including, without
limitation, determinations of the persons to receive awards under Articles II
and III; the form, amount and timing of such awards; the terms and provisions of
such awards and the agreements evidencing same; and provisions with respect to
termination of employment) need not be uniform and may be made by it selectively
among persons who receive, or are eligible to receive, awards under the Plan,
whether or not such persons are similarly situated.
6.9 NO GUARANTEE OF EMPLOYMENT OR DIRECTORSHIP
The grant of an award under the Plan shall not constitute an assurance of
continued employment for any period or any obligation of the Board of Directors
to nominate any Director for re-election by the Company's shareholders.
6.10 CHANGE OF CONTROL
A "Change of Control" means:
(a) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common Stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of Directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (iv)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c) of this Section 6.10; or
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(b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a Director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the Directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of Directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(c) Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common Stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of Directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (ii) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
Stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the Board
of Directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or
(d) Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.
6.11 DURATION AND TERMINATION
(a) The Plan shall be of unlimited duration. Notwithstanding the
foregoing, no incentive Stock option (within the meaning of Section 422 of the
Code) shall be granted under the Plan, and no Options or SARs shall be granted
under the Plan to Eligible Directors under Article IV, after May 1, 2003, but
awards granted prior to such dates may extend beyond such dates, and the terms
of this Plan shall continue to apply to all awards granted hereunder.
(b) The Board of Directors may discontinue or terminate the Plan at any
time. Such action shall not impair any of the rights of any holder of any award
outstanding on the date of the Plan's discontinuance or termination without the
holder's written consent.
6.12 EFFECTIVE DATE
The original effective date of the Plan was May 1, 1993. This amendment
and restatement of the Plan shall be effective March 12, 1998.
/s/ Eric B. Brown
----------------------
Eric B. Brown
Corporate Secretary
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June 30, 1998
Transocean Offshore Inc.
4 Greenway Plaza
Houston, TX 77046
Ladies and Gentlemen:
At your request, this opinion of counsel is being furnished to you for
filing as Exhibit 5 to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Transocean Offshore Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the proposed issuance of up to 200,000
additional shares of the Company's common stock, par value $.01 per share (the
"Shares"), issuable by the Company pursuant to the Company's Long-Term Incentive
Plan (as amended and restated effective March 12, 1998 (the "Plan")). Such
Shares are in addition to those issuable pursuant to the Plan prior to such
amendment and restatement.
I have examined the Restated Certificate of Incorporation and By-Laws of
the Company and the originals, or copies certified or otherwise identified, of
the Plan, corporate records of the Company, including minute books of the
Company as furnished to me by the Company, certificates of public officials and
of representatives of the Company, statutes and other records, instruments and
documents pertaining to the Company as a basis for the opinions hereinafter
expressed. In giving such opinions I have relied upon certificates of officers
of the Company with respect to the accuracy of the material factual matters
contained in such certificates.
Based upon my examination as aforesaid, I am of the opinion that the
Shares, when issued and sold pursuant to the provisions of the Plan for the
consideration fixed pursuant thereto, will be duly authorized, validly issued,
fully paid and nonassessable.
This opinion is limited to the corporate law of the State of Delaware and
the applicable federal laws of the United States.
I hereby consent to the filing of this opinion of counsel as Exhibit 5 to
the Registration Statement.
Very truly yours,
/s/ Eric B. Brown
Eric B. Brown
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Long-Term Incentive Plan of Transocean Offshore Inc. of
our report dated February 6, 1998, except for Note 18 as to which the date is
March 18, 1998, with respect to the consolidated financial statements of
Transocean Offshore Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Houston, Texas
June 25, 1998
<PAGE>
Form S-8, June 1998
TRANSOCEAN OFFSHORE, INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown and Barbara S. Koucouthakis, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ W. Dennis Heagney
__________________________
<PAGE>
Form S-8, June 1998
TRANSOCEAN OFFSHORE, INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown and Barbara S. Koucouthakis, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ Ronald L. Kuehn, Jr.
__________________________
<PAGE>
Form S-8, June 1998
TRANSOCEAN OFFSHORE, INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown and Barbara S. Koucouthakis, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ Fridtjof Lorentzen
__________________________
<PAGE>
Form S-8, June 1998
TRANSOCEAN OFFSHORE, INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown and Barbara S. Koucouthakis, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ Max L. Lukens
__________________________
<PAGE>
Form S-8, June 1998
TRANSOCEAN OFFSHORE, INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown and Barbara S. Koucouthakis, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ Martin B. McNamara
__________________________
<PAGE>
Form S-8, June 1998
TRANSOCEAN OFFSHORE, INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint J. Michael
Talbert, Robert L. Long, Eric B. Brown and Barbara S. Koucouthakis, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ Kristian Siem
__________________________
