<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1997
REGISTRATION NO. 333-29027
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
__________________
BAKER HUGHES INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 3900 ESSEX LANE 76-0207995
(State or Other Jurisdiction of HOUSTON, TEXAS 77027-5177 (I.R.S. Employer
Incorporation or Organization) (Address, including Zip Code, of Principal Identification No.)
Executive Offices)
</TABLE>
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DRILEX INTERNATIONAL INC. STOCK OPTION PLAN
(Full title of the plan)
- --------------------------------------------------------------------------------
LAWRENCE O'DONNELL, III
BAKER HUGHES INCORPORATED
3900 ESSEX LANE
HOUSTON, TEXAS 77027-5177
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service:
(713) 439-8600
Copies to:
J. David Kirkland, Jr.
Baker & Botts, L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
- --------------------------------------------------------------------------------
* Filed as a Post-Effective Amendment on Form S-8 to Form S-4 Registration
Statement (333-29027) complying with the provisions of Rule 401(e)
promulgated under the Securities Act of 1933, as amended, and the
procedures described herein. See "INTRODUCTORY STATEMENT."
<PAGE> 2
INTRODUCTORY STATEMENT
Baker Hughes Incorporated ("Baker Hughes" or the "Registrant") hereby
amends its Registration Statement on Form S-4 (Registration No. 333-29027) (the
"Form S-4") by filing this Post-Effective Amendment No. 1 on Form S-8
("Post-Effective Amendment No. 1") with respect to the Registrant's Common
Stock, par value $1.00 per share ("Baker Hughes Common Stock"), issuable in
connection with the Drilex International Inc. Stock Option Plan (the "Plan").
Baker Hughes and Drilex International Inc. ("Drilex") entered into an
Agreement and Plan of Merger dated as of April 16, 1997 (the "Merger
Agreement") pursuant to which on July 14, 1997 a subsidiary of Baker Hughes was
merged (the "Merger") with and into Drilex, with Drilex as the surviving
corporation. In the Merger, each outstanding share of common stock, par value
$0.01 per share, of Drilex ("Drilex Common Stock"), was converted into the
right to receive 0.4013 shares of Baker Hughes Common Stock. Consummation of
the Merger followed approval by the stockholders of Drilex, which was obtained
at a meeting of stockholders held on July 14, 1997. Upon the consummation of
the Merger, Baker Hughes assumed the Plan. As a result, upon exercise of
options previously granted under the Plan the holders thereof will be entitled
to receive shares of Baker Hughes Common Stock in lieu of shares of Drilex
Common Stock on the basis provided in the prospectus constituting a part of
this Post-Effective Amendment No. 1. In the Merger, Baker Hughes assumed
options to purchase an aggregate of 176,987 shares of Drilex Common Stock which
were converted into the right to acquire an aggregate of up to 71,024 shares of
Baker Hughes Common Stock.
The designation of this Post-Effective Amendment No. 1 as Registration No.
333-29027 denotes that the Post-Effective Amendment No. 1 relates only to the
shares of Baker Hughes Common Stock issuable upon exercise of stock options
under the Plan and that this is the first Post-Effective Amendment to the Form
S-4 filed with respect to such shares.
All filing fees payable in connection with the registration of the issuance
of these securities were paid in connection with (i) the filing of the
preliminary Proxy Statement/Prospectus by Drilex International Inc. on May 1,
1997 and (ii) the filing of the Registrant's Form S-4 Registration Statement
(333-29027) on June 12, 1997.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed previously by Baker Hughes
(File No. 1-9397) with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated herein by reference:
o Baker Hughes' Annual Report on Form 10-K for the
fiscal year ended September 30, 1996;
o Baker Hughes' Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996 and March 31, 1997;
o Baker Hughes' Current Report on Form 8-K dated
March 5, 1997; and
o The description of Baker Hughes' Common Stock
contained in Baker Hughes' Registration Statement on
Form S-4 (Reg. No. 333-29027) under the caption
"Description of Capital Stock" filed by Baker Hughes
with the SEC on June 12, 1997.
All documents filed by Baker Hughes pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the effective date of this
Post-Effective Amendment No. 1 and prior to the filing of a post-effective
amendment to this Post-Effective Amendment No. 1 indicating that all securities
offered hereby have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained
herein or in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Post-Effective Amendment No. 1 to the extent that a statement contained in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this Post-Effective Amendment No. 1, except as so modified or
superseded. All information appearing in this Post-Effective Amendment No. 1
or in any document incorporated herein by reference is not necessarily complete
and is qualified in its entirety by the information and financial statements
(including notes thereto) appearing in the documents incorporated herein by
reference and should be read together with such information and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Baker Hughes' Restated Certificate of Incorporation contains a provision
that eliminates the personal liability of a director to Baker Hughes and its
stockholders for monetary damages for breach of his or her fiduciary duty as a
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<PAGE> 4
director to the extent currently allowed under the Delaware General Corporation
Law. If a director were to breach such duty in performing his or her duties as
a director, neither Baker Hughes nor its stockholders could recover monetary
damages from the director, and the only course of action available to Baker
Hughes' stockholders would be equitable remedies, such as an action to enjoin
or rescind a transaction involving a breach of fiduciary duty. To the extent
certain claims against directors are limited to equitable remedies, the
provision in Baker Hughes' Restated Certificate of Incorporation may reduce the
likelihood of derivative litigation and may discourage stockholders or
management from initiating litigation against directors for breach of their
fiduciary duty. Additionally, equitable remedies may not be effective in many
situations. If a stockholder's only remedy is to enjoin the completion of the
Board of Directors' action, this remedy would be ineffective if the stockholder
does not become aware of a transaction or event until after it has been
completed. In such a situation, it is possible that the stockholders and Baker
Hughes would have no effective remedy against the directors. Under Baker
Hughes' Restated Certificate of Incorporation, liability for monetary damages
remains for (i) any breach of the duty of loyalty to Baker Hughes or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) payment of an
improper dividend or improper repurchase of Baker Hughes' stock under Section
174 of the Delaware General Corporation Law, or (iv) any transaction from which
the director derived an improper personal benefit. Baker Hughes' Restated
Certificate of Incorporation further provides that in the event the Delaware
General Corporation Law is amended to allow the further elimination or
limitation of the liability of directors, then the liability of Baker Hughes'
directors shall be limited or eliminated to the fullest extent permitted by the
amended Delaware General Corporation Law.
Under Article III of Baker Hughes' By-laws as currently in effect and an
indemnification agreement with Baker Hughes' officers and directors (the
"Indemnification Agreement"), each person who is or was a director or officer
of Baker Hughes or a subsidiary of Baker Hughes, or who serves or served any
other enterprise or organization at the request of Baker Hughes or a subsidiary
of Baker Hughes, shall be indemnified by Baker Hughes to the full extent
permitted by the Delaware General Corporation Law.
Under such law, to the extent that such person is successful on the merits
in defense of a suit or proceeding brought against him by reason of the fact
that he or she is or was a director or officer of Baker Hughes, or serves or
served any other enterprise or organization at the request of Baker Hughes, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection with such action.
Under such law, if unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such suit is settled, such a person shall be indemnified
against both (i) expenses, including attorneys' fees, and (ii) judgments, fines
and amounts paid in settlement if he or she acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of Baker
Hughes, and, with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of Baker
Hughes, or if such a suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of Baker Hughes, except that if such person is adjudged to
be liable in such a suit for negligence or misconduct in the performance of his
duty to Baker Hughes, he cannot be made whole for expenses unless the court
determines that he is fairly and reasonably entitled to indemnity for such
expenses.
The Indemnification Agreement provides directors and officers with specific
contractual assurance that indemnification and advancement of expenses will be
available to them regardless of any amendments to or revocation of the
indemnification provisions of Baker Hughes' By-laws. The Indemnification
Agreement provides for indemnification of directors and officers against both
stockholder derivative claims and third-party claims. Sections 145(a) and
145(b) of the Delaware General Corporation Law, which grant corporations the
power to indemnify directors and officers, specifically authorize lesser
indemnification in connection with derivative claims than in connection with
third-party claims. The distinction is that Section 145(a), concerning
third-party claims, authorizes expenses and judgments and amounts paid in
settlement (as is provided in the Indemnification Agreement), but Section
145(b), concerning derivative suits, generally authorizes only indemnification
of expenses. However, Section 145(f) expressly
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<PAGE> 5
provides that the indemnification and advancement of expenses provided by or
granted pursuant to the subsections of Section 145 shall not be exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any agreement. No Delaware case directly
answers the question whether Delaware's public policy would support this aspect
of the Indemnification Agreement under the authority of Section 145(f), or
would cause its invalidation because it does not conform to the distinctions
contained in Sections 145(a) and 145(b).
Pursuant to the Indemnification Agreement, Baker Hughes has agreed to
provide, at all times during the two-year period following a "change in
control" (as defined in the Indemnification Agreement) of Baker Hughes,
irrevocable letters of credit in an aggregate amount not less than $25,000,000
for the benefit of the officers and directors of Baker Hughes to secure its
obligations under the Indemnification Agreement.
Delaware corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers. Baker
Hughes currently has in effect a directors' and officers' liability insurance
policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following documents are filed as a part of this Post-Effective
Amendment No. 1 or incorporated by reference herein:
<TABLE>
<CAPTION>
Exhibit
No. Description
-------- -----------
<S> <C> <C>
5.1 * -- Opinion of Baker & Botts, L.L.P. with respect to legality of securities.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1).
24.1 * -- Power of Attorney (included on signature page to the Company's Registration Statement
No. 333-29027 on Form S-4).
99.1 -- Drilex International Inc. Stock Option Plan and form of
Non-Employee Director's Stock Option Agreement.
</TABLE>
__________________________________
* Previously filed with the Company's S-4 Registration Statement No.
333-29027 filed on June 12, 1997.
II-3
<PAGE> 6
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 the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above 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 Exchange Act 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 Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this 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 provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Post-Effective Amendment No. 1 on Form
S-8 to Form S-4 Registration Statement and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas, on July 15, 1997.
BAKER HUGHES INCORPORATED
By: /s/ LAWRENCE O'DONNELL, III
-----------------------------------
Lawrence O'Donnell, III
Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*
----------------------------------- President, Chief Executive Officer July 15, 1997
Max L. Lukens and Chairman of the Board
(principal executive officer)
*
----------------------------------- Senior Vice President and Chief July 15, 1997
Eric L. Mattson Financial Officer
(principal financial officer)
*
----------------------------------- Controller July 15, 1997
James E. Braun (principal accounting officer)
*
----------------------------------- Director July 15, 1997
Lester M. Alberthal, Jr.
*
----------------------------------- Director July 15, 1997
Victor G. Beghini
*
----------------------------------- Director July 15, 1997
Jack S. Blanton
*
----------------------------------- Director July 15, 1997
Eunice M. Filter
*
----------------------------------- Director July 15, 1997
Joe B. Foster
*
----------------------------------- Director July 15, 1997
Richard D. Kinder
*
----------------------------------- Director July 15, 1997
James F. McCall
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C> <C>
* Director July 15, 1997
-----------------------------------
H. John Riley, Jr.
* Director July 15, 1997
-----------------------------------
Donald C. Trauscht
* By: /s/ Lawrence O'Donnell, III
-----------------------------
Attorney-in-fact
</TABLE>
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<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
-------- -----------
<S> <C> <C>
5.1 * -- Opinion of Baker & Botts, L.L.P. with respect to legality of securities.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1).
24.1 * -- Power of Attorney (included on signature page to the Company's Registration Statement
No. 333-29027 on Form S-4).
99.1 -- Drilex International Inc. Stock Option Plan and form of
Non-Employee Director's Stock Option Agreement.
</TABLE>
__________________________
* Previously filed with the Company's S-4 Registration Statement No. 333-29027
filed on June 12, 1997.
II-7
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 Registration Statement (No. 333-29027) of Baker
Hughes Incorporated of our report dated November 13, 1996, incorporated by
reference in the Annual Report on Form 10-K of Baker Hughes Incorporated for
the year ended September 30, 1996.
/s/ Deloitte & Touche LLP
___________________________________________
DELOITTE & TOUCHE LLP
Houston Texas
July 15, 1997
<PAGE> 1
EXHIBIT 99.1
Conformed Copy Including
Amendment Effective March 12, 1997
DRILEX INTERNATIONAL INC.
STOCK OPTION PLAN
(AS AMENDED AND RESTATED MAY 7, 1996)
I. PURPOSE OF THE PLAN
The Drilex International Inc. Stock Option Plan (the "Plan") is
intended to provide a means whereby certain employees of Drilex International
Inc., a Delaware corporation (the "Company"), and its subsidiaries, and certain
non-employee directors of the Company, may develop a sense of proprietorship
and personal involvement in the development and financial success of the
Company, and to encourage them to remain with and devote their best efforts to
the business of the Company, thereby advancing the interests of the Company and
its stockholders. The Plan was originally established March 31, 1994 as the
Drilex Holding Corp. 1994 Stock Option Plan and was amended and restated in
July 1994. Under the Plan, the Company may grant to certain employees (and,
with respect to grants pursuant to Paragraph XII, shall grant to non-employee
directors) the option ("Option") to purchase shares of Common Stock, $.01 par
value, of the Company ("Stock"), as hereinafter set forth. Options granted
under the Plan may be either incentive stock options, within the meaning of
section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code")
("Incentive Stock Options"), or options which do not constitute Incentive Stock
Options, provided, that options granted pursuant to Paragraph XII shall not
constitute Incentive Stock Options.
II. ADMINISTRATION
The Plan shall be administered by a committee (the "Committee") of two
or more directors of the Company appointed by the Board of Directors of the
Company (the "Board"). Each member of the Committee shall be a "disinterested
person" within the meaning of Rule 16b-3(c) under the Securities Exchange Act
of 1934, as amended (the "1934 Act"). Subject to the terms of this Plan
(including, without limitation, the provisions governing participation in this
Plan by non-employee directors), the Committee shall have sole discretion and
authority to select the individuals who are to be granted Options from among
those eligible hereunder and to establish the number of shares which may be
issued under each Option. The Committee is authorized to interpret the Plan
and may from time to time adopt such rules and regulations, consistent with the
provisions of the Plan, as it may deem advisable to carry out the Plan. The
Committee may, in its discretion, provide for the extension of the
exercisability of an Option or Stock Appreciation Rights (as defined herein)
(an Option, Stock Appreciation Rights or any combination thereof being referred
to at times herein as an "Award"), accelerate the vesting or exercisability of
an Award, eliminate or make less restrictive any restrictions contained in an
Award, waive any restriction or other provision of this Plan or an Award or
otherwise amend or modify an Award in any manner that is either (i) not adverse
to the optionee holding such Award or (ii) consented to by such optionee. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the
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<PAGE> 2
manner and to the extent the Committee deems necessary or desirable to carry it
into effect. Any decision of the Committee in the interpretation and
administration of this Plan shall lie within its sole and absolute discretion
and shall be final, conclusive and binding on all parties concerned. No member
of the Committee or officer of the Company to whom it has delegated authority
shall be liable for anything done or omitted to be done by him or her, by any
member of the Committee or by any officer of the Company in connection with the
performance of any duties under this Plan, except for his or her own willful
misconduct or as expressly provided by statute.
III. OPTION AGREEMENTS
Each Option shall be evidenced by an Option Agreement and shall
contain such terms and conditions, and may be exercisable for such periods and
upon such events, as may be approved by the Committee, subject to the terms of
this Plan. The terms and conditions of the respective Option Agreements need
not be identical. Specifically, an Option Agreement may provide for the
surrender, in whole or in part, of the right to purchase shares under the
Option in return for a payment in cash or shares of Stock or a combination of
cash and shares of Stock equal in value to the excess of the fair market value
of the shares with respect to which the right to purchase is surrendered over
the option price therefor ("Stock Appreciation Rights"), on such terms and
conditions as the Committee in its sole discretion may prescribe; provided,
however, that, except as provided in subparagraph VIII(c) hereof, the Committee
shall retain final authority (i) to determine the form in which payment of
Stock Appreciation Rights will be made or (ii) to approve an election by an
optionee to receive cash in whole or in part in settlement of Stock
Appreciation Rights. Stock Appreciation Rights as provided herein may be
granted at the time an Option is granted or at any time or from time to time
thereafter. Moreover, an Option Agreement may provide for the payment of the
option price, in whole or in part, by the delivery of a number of shares of
Stock (plus cash if necessary) having a fair market value equal to such option
price. For all purposes under the Plan, the fair market value of a share of
Stock on a particular date shall mean (i) if the shares of Stock are listed on
a national securities exchange, the mean between the highest and lowest sales
price per share of Stock on the consolidated transaction reporting system for
the principal such national securities exchange on that date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such a sale was so reported, (ii) if the shares of Stock are not
so listed but are quoted in the NASDAQ National Market (or any successor to
such market), the mean between the highest and lowest sales price per share of
Stock on the NASDAQ National Market on that date, or, if there shall have been
no such sale so reported on that date, on the last preceding date on which such
a sale was so reported or (iii) if the Stock is not so listed or quoted, the
mean between the closing bid and asked price on that date, or, if there are no
quotations available for such date, on the last preceding date on which such
quotations shall be available, as reported by NASDAQ, or, if not reported by
NASDAQ, by the National Quotation Bureau, Inc. In the event Stock is not
listed or quoted at the time a determination of its value is required to be
made hereunder, the determination of its fair market value shall be made by the
Committee in such manner as it deems appropriate. Each Option and all rights
granted thereunder shall not be transferable other than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder, and shall be exercisable during the optionee's
lifetime only by the optionee or the optionee's guardian or legal
representative.
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<PAGE> 3
Notwithstanding anything herein to the contrary, no optionee may be granted,
during any year, awards consisting of Options or Stock Appreciation Rights
exercisable for more than 200,000 shares of Stock.
IV. ELIGIBILITY OF OPTIONEE
Options may be granted only to (i) individuals who are full-time or
part-time employees (including officers and directors who are also full-time or
part-time employees) of the Company or any subsidiary corporation (as defined
in section 424 of the Code) of the Company at the time the Option is granted
(subject to any limitation on the grant of Incentive Stock Options to part-time
employees imposed by the Code) and (ii) pursuant to Paragraph XII only,
individuals who are directors of the Company and who are not employees of the
Company or of any subsidiary corporation of the Company (as defined in Section
424 of the Code) (each such individual described in this clause (ii) being
referred to as a "non-employee director"). Options may be granted to the same
individual on more than one occasion. No Incentive Stock Option shall be
granted to an individual if, at the time the Option is granted, such individual
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary corporation,
within the meaning of section 422(b)(6) of the Code, unless (x) at the time
such Option is granted the option price is at least 110% of the fair market
value of the Stock subject to the Option and (y) such Option by its terms is
not exercisable after the expiration of five years from the date of grant. To
the extent that the aggregate fair market value (determined at the time the
respective Incentive Stock Option is granted) of stock with respect to which
Incentive Stock Options are exercisable for the first time by an individual
during any calendar year under all incentive stock option plans of the Company
and its parent and subsidiary corporations exceeds $100,000, such excess
Incentive Stock Options shall be treated as options which do not constitute
Incentive Stock Options. The Committee shall determine, in accordance with
applicable provisions of the Code, Treasury Regulations and other
administrative pronouncements, which of an optionee's Incentive Stock Options
will not constitute Incentive Stock Options because of such limitation and
shall notify the optionee of such determination as soon as practicable after
such determination.
V. SHARES SUBJECT TO THE PLAN
The aggregate number of shares which may be issued under Options
granted under the Plan shall not exceed 440,000 shares of Stock, which shall be
the limitation applicable after taking into account the Stock split approved by
the Board of Directors of the Company on May 7, 1996 (the "Stock Split"). Such
shares may consist of authorized but unissued shares of Stock or previously
issued shares of Stock reacquired by the Company. Any of such shares which
remain unissued and which are not subject to outstanding Options at the
termination of the Plan shall cease to be subject to the Plan, but, until
termination of the Plan, the Company shall at all times make available a
sufficient number of shares to meet the requirements of the Plan. Should any
Option hereunder expire or terminate prior to its exercise in full, the shares
theretofore subject to such Option may again be subject to an Option granted
under the Plan to the extent permitted under Rule 16b-3. The aggregate number
of shares which may be issued under the Plan shall be subject to adjustment in
the same manner as provided in Paragraph VIII hereof with respect to shares of
Stock subject to Options
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<PAGE> 4
then outstanding. Exercise of an Option in any manner, including an exercise
involving a Stock Appreciation Right, shall result in a decrease in the number
of shares of Stock which may thereafter be available, both for purposes of the
Plan and for sale to any one individual, by the number of shares as to which
the Option is exercised. Separate stock certificates shall be issued by the
Company for those shares acquired pursuant to the exercise of an Incentive
Stock Option and for those shares acquired pursuant to the exercise of any
Option which does not constitute an Incentive Stock Option.
VI. OPTION PRICE
The purchase price of Stock issued under each Option shall be
determined by the Committee (except with respect to options granted pursuant to
Paragraph XII), but (i) in the case of an Incentive Stock Option, such purchase
price shall not be less than the fair market value of Stock subject to the
Option on the date the Option is granted and (ii) in the case of an Option that
does not constitute an Incentive Stock Option and is not granted pursuant to
Paragraph XII, such purchase price shall not be less than 50% of the fair
market value of Stock subject to the Option on the date the Option is granted,
and (iii) in the case of an Option granted pursuant to Paragraph XII, such
purchase price shall be as set in Paragraph XII, but in no event shall any such
purchase price be less than the par value of the Stock.
VII. TERM OF PLAN
The Plan became effective on March 31, 1994, the date of its adoption
by the Board, and was approved by the stockholders of the Company within twelve
months thereafter. Except with respect to Options then outstanding, if not
sooner terminated under the provisions of Paragraph IX, the Plan shall
terminate upon and no further Options shall be granted after the expiration of
ten years from the date of its adoption by the Board.
VIII. RECAPITALIZATION OR REORGANIZATION
a. The existence of the Plan and the Options granted hereunder
shall not affect in any way the right or power of the Board or the stockholders
of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of debt or
equity securities ahead of or affecting stock or rights thereof, the
dissolution or liquidation of the Company or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.
b. The shares with respect to which Options may be granted are
shares of Stock as presently constituted, but if, and whenever, prior to the
expiration of an Option theretofore granted, the Company shall effect a
subdivision or stock split or consolidation of shares of Stock or the payment
of a stock dividend on Stock without receipt of consideration by the Company,
the number of shares of Stock with respect to which such Option may thereafter
be exercised (i) in the event of an increase in the number of outstanding
shares, shall be proportionately increased, and the purchase
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<PAGE> 5
price per share shall be proportionately reduced, and (ii) in the event of a
reduction in the number of outstanding shares, shall be proportionately
reduced, and the purchase price per share shall be proportionately increased.
c. If the Company recapitalizes, or reclassifies its capital
stock, or otherwise changes or reorganizes its capital structure (a
"recapitalization"), thereafter upon any exercise of an Option theretofore
granted the optionee shall be entitled to purchase under such Option, in lieu
of the number of shares of Stock then covered by such Option, the number and
class of shares of stock and securities to which the optionee would have been
entitled pursuant to the terms of the recapitalization if, immediately prior to
such recapitalization, the optionee had been the holder of record of the number
of shares of Stock then covered by such Option. If (i) the Company shall not
be the surviving entity in any merger or consolidation (or survives only as a
subsidiary of an entity other than a previously wholly owned subsidiary of the
Company), (ii) the Company sells, leases or exchanges (or agrees to sell, lease
or exchange) all or substantially all of its assets to any other person or
entity (other than a wholly owned subsidiary of the Company), (iii) the Company
is to be dissolved and liquidated, (iv) any person or entity, including a
"group" as contemplated by Section 13(d)(3) of the 1934 Act (other than DRLX
Partners, L.P. or its partners or any group including DRLX Partners, L.P. or
its partners), acquires or gains ownership or control (including, without
limitation, power to vote) of more than 50% of the outstanding shares of the
Company's voting stock (based upon voting power), or (v) as a result of or in
connection with a contested election of directors, the persons who were
directors of the Company before such election shall cease to constitute a
majority of the Board (each such event is referred to herein as a "Corporate
Change"), then (except with respect to Options granted pursuant to Paragraph
XII) effective as of a date (selected by the Committee) within (a) ten days
after the approval by the stockholders of the Company of such merger,
consolidation, sale, lease or exchange of assets or dissolution or such
election of directors or (b) thirty days of such change of control referred to
in clause (iv) above, the Committee, acting in its sole discretion without the
consent or approval of any optionee, shall effect one or more of the following
alternatives, which may vary among individual optionees: (1) accelerate the
time at which Options then outstanding may be exercised so that such Options
may be exercised in full for a limited period of time on or before a specified
date (before or after such Corporate Change) fixed by the Committee, after
which specified date all unexercised Options and all rights of optionees
thereunder shall terminate, (2) require the mandatory surrender to the Company
by selected optionees of some or all of the outstanding Options held by such
optionees (irrespective of whether such Options are then exercisable under the
provisions of the Plan) as of a date, before or after such Corporate Change,
specified by the Committee, in which event the Committee shall thereupon cancel
such Options and cause the Company to pay to each optionee an amount of cash
per share equal to the excess of the amount calculated in Subparagraph (d)
below (the "Change of Control Value") of the shares subject to such Option over
the exercise price(s) under such Options for such shares, (3) make such
adjustments to Options then outstanding as the Committee deems appropriate to
reflect such Corporate Change (provided, however, that the Committee may
determine in its sole discretion that no adjustment is necessary to Options
then outstanding) or (4) provide that thereafter upon any exercise of an Option
theretofore granted the optionee shall be entitled to purchase under such
Option, in lieu of the number of shares of Stock then covered by such Option,
the number and class of shares of stock or other securities or property
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<PAGE> 6
(including, without limitation, cash) to which the optionee would have been
entitled pursuant to the terms of the agreement of merger, consolidation or
sale of assets or dissolution if immediately prior to such merger,
consolidation or sale of assets or dissolution the optionee had been the holder
of record of the number of shares of Stock then covered by such Option. If a
Corporate Change occurs, then (x) on the date of approval by the stockholders
of the Company of such merger, consolidation, sale, lease or exchange of assets
or dissolution or such election of directors or (y) on the date of such change
of control referred to in clause (iv) above, all Options granted pursuant to
Paragraph XII shall be mandatorily surrendered to the Company (irrespective of
whether such Options are then exercisable under the provisions of the Plan) as
of the date specified in clause (x) or (y) above, as applicable, and such
Options shall thereupon automatically be canceled and the Company shall pay to
each optionee an amount of cash per share equal to the excess of the Change of
Control Value of the shares subject to such Option over the exercise price(s)
under such Options for such shares.
d. For the purposes of clause (2) and the last sentence in
Subparagraph (c) above, the "Change of Control Value" shall equal the amount
determined in clause (i), (ii) or (iii), whichever is applicable, as follows:
(i) the per share price offered to stockholders of the Company in any such
merger, consolidation, sale of assets or dissolution transaction, (ii) the per
share price offered to stockholders of the Company in any tender offer or
exchange offer whereby a Corporate Change takes place or (iii) if such
Corporate Change occurs other than pursuant to a tender or exchange offer, the
fair market value per share of the shares into which such Options being
surrendered are exercisable, as determined by the Committee as of the date
determined by the Committee (or required by the last sentence in Subparagraph
(c) above, as the case may be) to be the date of cancellation and surrender of
such Options. In the event that the consideration offered to stockholders of
the Company in any transaction described in this Subparagraph (d) or
Subparagraph (c) above consists of anything other than cash, the Committee
shall determine the fair cash equivalent of the portion of the consideration
offered which is other than cash.
e. Any adjustment provided for in Subparagraphs (b) or (c) above
shall be subject to any required stockholder action.
f. Except as hereinbefore expressly provided, (i) the issuance by
the Company of shares of stock of any class or securities convertible into
shares of stock of any class, for cash, property, labor or services, upon
direct sale, upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into such
shares or other securities, (ii) the payment of a dividend in property other
than Stock or (iii) the occurrence of any similar transaction, and in any case
whether or not for fair value, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares of Stock subject to
Options theretofore granted or the purchase price per share, unless otherwise
determined by the Board in its sole discretion.
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<PAGE> 7
IX. AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors of the Company may amend, modify, alter,
suspend or terminate this Plan, except that (a) no amendment or alteration that
would impair the rights of any optionee under any Option that he has been
granted shall be made without his consent, (b) no amendment or alteration shall
be effective prior to approval by the Company's stockholders to the extent such
approval is then required pursuant to Rule 16b-3 (or any successor provision)
under the 1934 Act in order to preserve the applicability of any exemption
provided by such rule to any Option then outstanding (unless the holder of such
Option consents) or to the extent stockholder approval is otherwise required by
Section 422 of the Code or other applicable legal requirements, and (c)
subparagraph XII(a) and XII(c) shall not be amended more than once every six
months to the extent such limitation is required by Rule 16b-3(c)(2)(ii) (or
any successor provision) under the 1934 Act as then in effect.
X. SECURITIES LAWS
a. The Company shall not be obligated to issue any Stock pursuant
to any Option granted under the Plan at any time when the shares covered by
such Option have not been registered under the Securities Act of 1933 and such
other state and federal laws, rules or regulations as the Company or the
Committee deems applicable and, in the opinion of legal counsel for the
Company, there is no exemption from the registration requirements of such laws,
rules or regulations available for the issuance and sale of such shares.
b. It is intended that the Plan and any grant of an Option made
to a person subject to Section 16 of the 1934 Act meet all of the requirements
of Rule 16b-3 thereunder. If any provision of the Plan or any such Option
would disqualify the Plan or such Option under, or would otherwise not comply
with, Rule 16b-3, such provision or Option shall be construed or deemed amended
to conform to Rule 16b-3.
XI. WITHHOLDING AND CASH BONUSES
Except with respect to Options granted pursuant to Paragraph XII, the
Committee may permit an optionee to elect (which election shall be subject to
the Committee's sole discretion to consent to or disapprove of, shall be
irrevocable and, if the optionee is subject to Section 16 of the 1934 Act,
shall be subject to such administrative rules as the Committee shall determine
to assure compliance with Rule 16b-3 under the 1934 Act) to deliver to the
Company (or have the Company withhold upon exercise of an Option) such shares
of Stock as the Company may require to meet its obligation under applicable tax
laws and regulations to the extent the exercise of an Option or the disposition
of shares of Stock acquired by exercise of an Option results in compensation
income to the optionee for federal or state income tax purposes. Except with
respect to Options granted pursuant to Paragraph XII, the Committee may, at any
time and in its discretion, grant to any optionee whose Option is not an
Incentive Stock Option (or whose Incentive Stock Option fails to quality for
the favorable tax treatment afforded to Incentive Stock Options) the right to
receive, at such time and in such amounts as determined by the Committee, a
cash amount ("Cash Award") which is intended
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<PAGE> 8
to reimburse the optionee for (i) all or a portion of the federal, state and
local income taxes imposed upon such optionee as a consequence of the exercise
for Stock of such Option (or Stock Appreciation Right), or as a consequence of
a disqualifying disposition of Stock obtained upon exercise of an Incentive
Stock Option, or of the Committee's taking any action permitted under this Plan
(including the receipt of the Cash Award) and/or (ii) all or a portion of an
assumed interest cost for borrowing the amount of such taxes not reimbursed by
the Company during the period prior to the sale of the Stock received upon
exercise of the Option (or Stock Appreciation Right).
XII. AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE DIRECTORS
Notwithstanding any other provision of this Plan, non-employee
directors shall participate in this Plan only to the extent set forth in this
Paragraph XII.
a. Automatic Grant of Options. Each non-employee director
elected by stockholders of the Company or appointed by the Board of Directors
to the Board of Directors, who has not previously received, at any time since
the adoption of the Plan, a grant under this Section XII of the Plan, shall
automatically receive, as of the date of such election or appointment, as the
case may be, the grant of an Option (which shall not be an Incentive Stock
Option) to purchase 3,620 shares of Stock, taking into account the Stock Split.
Options granted to non-employee directors shall become exercisable in
installments of one-third of the shares of Stock subject to the Option on each
of the first three anniversaries of the date of grant.
b. Term. The term of each Option granted to a non-employee
director shall be ten years from its date of grant, unless sooner terminated in
accordance with Subparagraph XII (d) below.
c. Option Price. The purchase price of Stock under each Option
granted to a non-employee director shall be the fair market value of the Stock
subject to the Option on the date the Option is granted, or such price as is
more specifically described in Subparagraph XII(a).
d. Exercise After Death or Other Termination. Each Option
granted to a non-employee director may be exercised only by such director
during such director's lifetime and while such director remains a member of the
Board, except that
(i) if a non-employee director ceases to be a member of
the Board by reason of disability (within the meaning of section
22(e)(3) of the Code), such non-employee director's Option may be
exercised by such non-employee director (or his or her estate or the
person who acquires such Option by will or the laws of descent and
distribution or otherwise by reason of the death of such non-employee
director) at any time during the period of one year following such
cessation, but only as to the number of shares such director was
entitled to purchase under such Option as of the date such director
ceased to be a member of the Board;
(ii) if a non-employee director dies while a member of the
Board, such non-employee director's estate, or the person who acquires
such non-employee director's Option by will or the laws of descent and
distribution or otherwise by reason of the death of such
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<PAGE> 9
non-employee director, may exercise such Option at any time during the
period of one year following the date of such non-employee director's
death, but only as to the number of shares such director was entitled
to purchase under such Option as of the date of such director's death;
and
(iii) if a non-employee director ceases to be a member of
the Board for any reason other than as described in clauses (i) or
(ii) above, unless such non-employee director voluntarily resigns his
directorship without the written consent of a majority of the
remaining members of the Board or is removed from the Board by the
stockholders of the Company, such non-employee director's Option may
be exercised by such director at any time during the period of three
months following such cessation, or by such director's estate (or the
person who acquires such Option by will or the laws of decent and
distribution or otherwise by reason of the death of such director)
during a period of one year following such director's death if such
director dies during such three-month period, but in each case only as
to the number of shares such director was entitled to purchase under
such Option as of the date such director ceases to be a member of the
Board.
In the event that a non-employee director voluntarily resigns his directorship
without the written consent of a majority of the remaining members of the Board
or is removed by the stockholders of the Company, any unexercised Options held
by such director on the date of such resignation or removal, as the case may
be, shall be forfeited as of such date and thereafter shall be unexercisable.
No such Option shall be exercisable in any event after the expiration of ten
years from the date of grant thereof.
e. Agreement in Writing. Each Option granted to a non-employee
director shall be evidenced by an Option Agreement consistent with the terms
and conditions of the Plan (including this Article XII).
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<PAGE> 10
NON-EMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT
AGREEMENT made as of the ____ day of ___________, 199__, between
Drilex International Inc., a Delaware corporation (the "Company") and
____________________ ("Director"), a non-employee director of the Company.
To carry out the purposes of the DRILEX INTERNATIONAL INC. STOCK
OPTION PLAN (as amended and restated, and as it may be further amended from
time to time, the "Plan"), by affording Director the opportunity to purchase
shares of Stock (as defined in the Plan) of the Company, and in consideration
of the mutual agreements and other matters set forth herein and in the Plan,
the Company and Director hereby agree as follows:
a. Grant of Option. The Company hereby irrevocably grants to
Director the right and option ("Option") to purchase all or any part of an
aggregate of _____________ shares of Stock, on the terms and conditions set
forth herein and in the Plan, which Plan is incorporated herein by reference as
a part of this Agreement. This Option shall not be treated as an incentive
stock option within the meaning of section 422(b) of the Internal Revenue Code
of 1986, as amended (the "Code").
b. Purchase Price. The purchase price of Stock purchased
pursuant to the exercise of this Option shall be $___ per share, subject to
adjustment as set forth herein.
c. Exercise of Option. Subject to the earlier expiration of this
Option as herein provided, this Option may be exercised, by written notice to
the Company at its principal executive office addressed to the attention of its
Chief Executive Officer, at any time and from time to time after the date of
grant hereof, but, except as otherwise provided below, this Option shall not be
exercisable for more than a percentage of the aggregate number of shares
offered by this Option determined by the number of full years from the date of
grant hereof to the date of such exercise, in accordance with the following
schedule:
<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
THAT MAY
NUMBER OF FULL YEARS BE PURCHASED
------------------------ -------------------------
<S> <C>
Less than one year 0%
1 year 33-1/3%
2 years 66-2/3%
3 years or more 100%
</TABLE>
This Option is not transferable by Director otherwise than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder, and may be exercised only
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<PAGE> 11
by Director during Director's lifetime and while Director remains a member of
the Board of Directors of the Company, except that:
(a) if Director ceases to be a member of the Board of Directors of the
Company by reason of disability (within the meaning of section
22(e)(3) of the Code), this Option may be exercised by Director (or
Director's estate or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of the
death of Director) at any time during the period of one year following
such cessation, but only as to the number of shares Director was
entitled to purchase hereunder as of the date Director ceases to be a
member of the Board of Directors of the Company;
(b) if Director dies while a member of the Board of Directors of the
Company, Director's estate, or the person who acquires this Option by
will or the laws of descent and distribution or otherwise by reason of
the death of Director, may exercise this Option at any time during the
period of one year following the date of Director's death, but only as
to the number of shares Director was entitled to purchase hereunder as
of the date of Director's death; and
(c) if Director ceases to be a member of the Board of Directors of the
Company for any reason other than as described in clauses (a) or (b)
above, unless Director voluntarily resigns his directorship without
the written consent of a majority of the remaining members of the
Board of Directors of the Company or is removed from such Board of
Directors by the stockholders of the Company, this Option may be
exercised by Director at any time during the period of three months
following such cessation, or by Director's estate (or the person who
acquires this Option by will or the laws of descent and distribution
or otherwise by reason of the death of Director) during a period of
one year following Director's death if Director dies during such
three-month period, but in each case only as to the number of shares
Director was entitled to purchase hereunder as of the date Director
ceases to be a member of the Board of Directors of the Company.
In the event that Director voluntarily resigns his directorship without the
written consent of a majority of the remaining members of the Board of
Directors of the Company or is removed by the stockholders of the Company, any
unexercised portion of this Option held by Director on the date of such
resignation or removal, as the case may be, shall be forfeited as of such date
and thereafter shall be unexercisable. This Option shall not be exercisable in
any event after the expiration of ten years from the date of grant hereof. The
purchase price of shares as to which this Option is exercised shall be paid in
full at the time of exercise in cash (including check, bank draft or money
order payable to the order of the Company). Director shall exercise this
Option for whole shares of Stock only. Unless and until a certificate or
certificates representing such shares shall have been issued by the Company to
Director, Director (or the person permitted to exercise this Option in the
event of Director's death) shall not be or have any of the rights or privileges
of a stockholder of the Company with respect to shares acquirable upon an
exercise of the Option.
d. Withholding of Tax. To the extent that the exercise of this
Option results in compensation income to Director for federal or state income
tax purposes, Director shall deliver to
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<PAGE> 12
the Company at the time of such exercise such amount of money as the Company
may require to meet its obligation under applicable tax laws or regulations,
and, if Director fails to do so, the Company is authorized to withhold from any
cash or Stock remuneration then or thereafter payable to Director any tax
required to be withheld by reason of such resulting compensation income.
e. Status of Stock. If the shares of Stock acquirable upon the
exercise of this Option have not been registered under the Securities Act of
1933, as amended (the "Act"), the Company will not issue such shares unless the
holder of the Option provides the Company with a written opinion of legal
counsel, who shall be satisfactory to the Company, addressed to the Company and
satisfactory in form and substance to the Company's counsel, to the effect that
the proposed issuance of such shares to such Option holder may be made without
registration under the Act. In the event exemption from registration under the
Act is available upon an exercise of this Option, Director (or the person
permitted to exercise this Option in the event of Director's death), if
requested by the Company to do so, will execute and deliver to the Company in
writing an agreement containing such provisions as the Company may require to
assure compliance with applicable securities laws.
Director agrees that the shares of Stock which Director may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state.
In addition, Director agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Company deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records
of the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
f. Board of Directors. Director understands and agrees that
nothing contained in this Agreement shall be deemed to confer on any person any
rights other than as expressly provided herein, including but not limited to
any right to continue to be nominated to, or to serve as a member of, the Board
of Directors of the Company, and acknowledges and agrees that neither the
execution of this Agreement nor any acquisition of Stock by Director creates
any obligation whatsoever by any person to nominate or vote for Director (or
refrain from removing Director) as a member of the Board of Directors of the
Company.
g. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Director.
h. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware.
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<PAGE> 13
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.
DRILEX INTERNATIONAL INC.
By: _______________________________
Name: ________________________
Title: ________________________
DIRECTOR
_______________________________
Name:__________________________
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