<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
UNITED MERIDIAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2160316
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1201 LOUISIANA
SUITE 1400
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
UNITED MERIDIAN CORPORATION
1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
JOHN B. BROCK
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
1201 LOUISIANA, SUITE 1400
HOUSTON, TEXAS 77002
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 654-9110
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER SHARE(2) PRICE(2)(3) FEE(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Voting Common Stock, 1,200,000 $35.19 $42,228,000 $12,796.36
$0.01 par value ("Common
Stock")(4)
=============================================================================================================
</TABLE>
1. Issuable upon exercise of options available for grant under the Plan. This
Registration Statement also covers any additional shares that may hereafter
become purchasable as a result of the adjustment provisions of the Plan.
2. Calculated on the basis of the average of the high and low sales prices of
the Common Stock of United Meridian Corporation on May 27, 1997, as
reported by the New York Stock Exchange, Inc.
3. Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c).
4. Includes associated Preferred Stock Purchase Rights. Prior to the
occurrence of certain events, the Preferred Stock Purchase Rights will not
be evidenced or traded separately from the Common Stock.
______________________
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE.
---------------------------------------
This Registration Statement on Form S-8 registers additional securities of the
same class as other securities for which a Registration Statement on Form S-8
has been filed and declared effective as of May 19, 1994, relating to the same
employee benefit plan. Accordingly, pursuant to General Instruction E of Form
S-8 promulgated under the Securities Act of 1933, as amended (the "Act"), the
contents of the Registration Statements on Form S-8 (Nos. 33-79160, 33-86480 and
333-05401), filed with the Securities and Exchange Commission on May 19, 1994,
November 18, 1994 and June 6, 1996, respectively, are hereby incorporated by
reference with respect to the information required pursuant to this Registration
Statement on Form S-8. Capitalized terms used herein but not defined shall have
the meanings assigned to them by the incorporated documents.
FOURTH AMENDMENT TO THE 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN.
--------------------------------------------------------------------
The Fourth Amendment to the 1994 Employee Nonqualified Stock Option Plan (the
"Employee Plan") increases the number of shares available for grant under the
Employee Plan by 1,200,000 shares. A copy of the Fourth Amendment to the
Employee Plan is attached to this registration statement as Exhibit 4.3.4.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
The validity of the issuance of the shares of Common Stock offered by this
Prospectus will be passed upon for the Company by Akin, Gump, Strauss, Hauer &
Feld, L.L.P., Dallas, Texas.
EXHIBITS.
--------
See Index to Exhibits incorporated herein by reference.
[The remainder of this page is intentionally left blank.]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe 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, State of Texas on May 28, 1997.
UNITED MERIDIAN CORPORATION
By: /s/ John B. Brock
------------------
JOHN B. BROCK
Chairman of the Board of Directors,
Chief Executive Officer and Director
The undersigned directors and officers of United Meridian Corporation hereby
constitute and appoint John B. Brock, Jonathan M. Clarkson, Christopher E. Cragg
and John J. Patton, and each of them, with full power to act without the other
and with full power of substitution and resubstitution, our true and lawful
attorneys-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this Registration Statement and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission and hereby ratify and confirm all
that such attorneys-in-fact, or either of them, or their substitutes shall
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on May 28, 1997.
Signature Title
--------- -----
/s/ John B. Brock Chairman of the Board of Directors,
-----------------
John B. Brock Chief Executive Officer and Director
/s/ James L. Dunlap President, Chief Operating Officer and Director
-------------------
James L. Dunlap
<PAGE>
/s/ Jonathan M. Clarkson Executive Vice President and Chief
------------------------
Jonathan M. Clarkson Financial Officer
/s/Christopher E. Cragg Vice President, Controller and Chief
-----------------------
Christopher E. Cragg Accounting Officer
/s/ J. Dennis Bonney Director
--------------------
J. Dennis Bonney
/s/ Charles R. Carson Director
---------------------
Charles R. Carson
/s/ Robert H. Dedman Director
--------------------
Robert H. Dedman
/s/ Robert L. Howard Director
--------------------
Robert L. Howard
/s/ Robert V. Lindsay Director
---------------------
Robert V. Lindsay
/s/ Elvis L. Mason Director
------------------
Elvis L. Mason
<PAGE>
/s/ James L. Murdy Director
------------------
James L. Murdy
/s/ David K. Newbigging Director
-----------------------
David K. Newbigging
/s/ Matthew Simmons Director
-------------------
Matthew Simmons
/s/ Donald D. Wolf Director
------------------
Donald D. Wolf
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
- --------- ------- -------------
<S> <C> <C> <C>
3.1 -- Certificate of Incorporation of the Company, as amended, incorporated
herein by reference to Exhibit 3.1 to the Company's 1995 Form 10-K filed
with the Securities and Exchange Commission on March 7, 1996.
3.2* -- By-laws of the Company, as amended.
4.1 -- Specimen of certificate representing Series A Voting Common Stock,
$.01 par value, of the Company, incorporated herein by reference to Exhibit
4.13 to the Company's Form 10-Q for the period ended June 30, 1994, filed
with the Securities and Exchange Commission on August 10, 1994.
4.2 -- Rights Agreement by and between United Meridian Corporation and
Chemical Mellon Shareholder Services, L.L.C., as Rights Agent, dated as of
February 13, 1996, incorporated by reference as Exhibit 1 to Form 8-K, filed
with the Securities and Exchange Commission on February 14, 1996.
4.3 -- UMC 1994 Employee Nonqualified Stock Option Plan, incorporated
herein by reference to Exhibit 4.14 to UMC's Form S-8 (No.33-79160) filed
with the Securities and Exchange Commission on May 19, 1994.
4.3.1 -- First Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated November 16, 1994, incorporated herein by reference to Exhibit
4.11.1 to the Company's Form S-8 (No. 33-86480) filed with the Securities
and Exchange Commission on November 18, 1994.
4.3.2 -- Second Amendment to the UMC 1994 Employee Nonqualified Stock
Option Plan dated May 22, 1996, incorporated by reference to Exhibit 4.3.2
to the Company's Form S-8 (No. 333-05401) filed with the Securities and
Exchange Commission on June 6, 1996.
4.3.3* -- Third Amendment to the UMC 1994 Employee Nonqualified Stock
Option Plan dated November 13, 1996.
4.3.4* -- Fourth Amendment to the UMC 1994 Employee Nonqualified Stock
Option Plan.
4.4* -- Second Amendment to the UMC 1994 Outside Directors' Nonqualified
Stock Option Plan dated November 13, 1996.
5* -- Opinion regarding legality.
23.1* -- Consent of Arthur Andersen LLP.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
23.2* -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Opinion filed as Exhibit 5).
23.3* -- Consent of Netherland, Sewell & Associates, Inc.
23.4* -- Consent of McDaniel & Associates Consultants, Ltd.
23.5* -- Consent of Ryder Scott Company.
24* -- Powers of Attorney of J. Dennis Bonney, John B. Brock, Charles R.
Carson, Robert H. Dedman, James L. Dunlap, Robert L. Howard, Robert V.
Lindsay, Elvis L. Mason, James L. Murdy, David K. Newbigging, Matthew
Simmons, Donald D. Wolf, Jonathan M. Clarkson and Christopher E. Cragg
(included on Pages S-1 through S-2 of this Registration Statement).
* Filed herewith.
</TABLE>
<PAGE>
Exhibit 3.2
BYLAWS
OF
UNITED MERIDIAN CORPORATION
(the "Company")
(as amended through May 21, 1997)
<PAGE>
TABLE OF CONTENTS
Page
----
I. OFFICES............................................................ 1
1.1 Additional Offices............................................. 1
II. STOCKHOLDERS MEETINGS.............................................. 1
2.1 Annual Meetings................................................ 1
2.2 Special Meetings............................................... 1
2.3 Notice of Stockholder Business and Nominations................. 1
2.3.1 Annual Meetings of Stockholders.......................... 1
2.3.2 Special Meetings of Stockholders......................... 2
2.3.3 General.................................................. 3
2.4 Quorum......................................................... 3
2.5 Voting of Share................................................ 4
2.5.1 Voting Lists............................................. 4
2.5.2 Votes Per Share.......................................... 4
2.5.3 Proxies.................................................. 4
2.5.4 Required Vote............................................ 4
III. DIRECTORS.......................................................... 4
3.1 Purpose........................................................ 4
3.2 Number......................................................... 4
3.3 Election....................................................... 5
3.4 Vacancies...................................................... 5
3.5 Removal........................................................ 5
3.6 Compensation................................................... 5
IV. BOARD MEETINGS..................................................... 5
4.1 Annual Meetings................................................ 5
4.2 Regular Meetings............................................... 5
4.3 Special Meetings............................................... 5
4.4 Quorum, Required Vote.......................................... 6
4.5 Consent In Lieu of Meeting..................................... 6
V. COMMITTEES......................................................... 6
5.1 Establishment.................................................. 6
5.2 Available Powers............................................... 6
5.3 Unavailable Powers............................................. 6
5.4 Alternate Members.............................................. 6
5.5 Procedures..................................................... 7
VI. OFFICERS........................................................... 7
6.1 Elected Officers............................................... 7
6.1.1 Chairman of the Board.................................... 7
6.1.2 President................................................ 7
6.1.3 Vice Chairman............................................ 7
6.1.4 Vice Presidents.......................................... 8
i
<PAGE>
6.1.5 Secretary.............................................. 8
6.1.6 Assistant Secretaries.................................. 8
6.1.7 Treasurer.............................................. 8
6.1.8 Assistant Treasurer.................................... 8
6.1.9 Divisional Officers.................................... 9
6.2 Election..................................................... 9
6.3 Appointed Officers........................................... 9
6.4 Multiple Officeholders, Stockholder and Director Officers.... 9
6.5 Compensation, Vacancies...................................... 9
6.6 Additional Powers and Duties................................. 9
VII. SHARE CERTIFICATES............................................... 10
7.1 Entitlement to Certificates.................................. 10
7.2 Multiple Classes of Stock.................................... 10
7.3 Signatures................................................... 10
7.4 Issuance and Payment......................................... 10
7.5 Lost Certificates............................................ 10
7.6 Transfer of Stock............................................ 10
7.7 Registered Stockholders...................................... 11
VIII. MISCELLANEOUS.................................................... 11
8.1 Place of Meetings............................................ 11
8.2 Fixing Record Dates.......................................... 11
8.3 Means of Giving Notice....................................... 11
8.4 Waiver of Notice............................................. 11
8.5 Attendance via Communications Equipment...................... 12
8.6 Dividends.................................................... 12
8.7 Reserves..................................................... 12
8.8 Reports to Stockholders...................................... 12
8.9 Contracts and Negotiable Instruments......................... 12
8.10 Fiscal Year................................................. 12
8.11 Seal........................................................ 13
8.12 Books and Records........................................... 13
8.13 Resignation................................................. 13
8.14 Indemnification............................................. 13
8.15 Insurance................................................... 13
8.16 Surety Bonds................................................ 13
8.17 Interested Directors, Officers and Stockholders............. 13
8.17.1 Validity............................................. 13
8.17.2 Disclosure, Approval................................. 14
8.17.3 Quorum............................................... 14
8.18 Proxies in Respect of Securities of Other Corporations...... 14
8.19 Amendments.................................................. 14
ii
<PAGE>
BYLAWS
I. OFFICES.
1.1 Additional Offices. The Company may, in addition to its registered
office in the State of Delaware, have such other offices and places of business,
both within and without the State of Delaware, as the Board of Directors of the
Company (the "Board") may from time to time determine or as the business and
affairs of the Company may require.
II. STOCKHOLDERS MEETINGS.
2.1 Annual Meetings. Annual meetings of stockholders shall be held at
a place and time on any weekday which is not a holiday and which is not more
than 150 days after the end of the fiscal year of the Company, as shall be
designated by the Board and stated in the notice of the meeting, at which the
stockholders shall elect the directors of the Company and transact such other
business as may properly be brought before the meeting.
2.2 Special Meetings. A special meeting of the stockholders of the
Company entitled to vote on any business to be considered at any such meeting
may be called by the chairman of the board or the president, and shall be called
by the chairman of the board, the vice chairman, if any, or the president, or
any vice president or the secretary, where directed to do so by resolution of
the Board.
2.3 Notice of Stockholder Business and Nominations.
2.3.1 Annual Meetings of Stockholders.
a. Nominations of persons for election to the Board and the proposal
of business to be considered by the stockholders may be made at an annual
meeting of stockholders (i) by or at the direction of the Board or (ii) by any
stockholder of the Company who is entitled to vote at the meeting, who complies
with the notice procedures set forth in clauses (b) and (c) of this Section
2.3.1 and who is a stockholder of record at the time such notice is delivered to
the secretary of the Company.
b. For nomination or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (ii) of Section 2.3.1(a)
above, the stockholder must have given timely notice thereof in writing to the
secretary of the Company and such business must be a proper subject for
stockholder action under the Delaware General Corporation Law. To be timely, a
stockholder's notice shall be delivered to the secretary at the principal
executive offices of the Company not less than seventy (70) days nor more than
ninety (90) days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than twenty (20) days, or delayed by more than
seventy (70) days, from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the ninetieth (90/th/) day prior to
such annual meeting and not later than the close of business on the later of the
seventieth (70/th/) day prior to such annual meeting or the
<PAGE>
tenth (10/th/) day following the day on which public announcement of the date of
such meeting is first made. Such stockholder's notice shall set forth (i) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; (ii) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (X) the name and address of such
stockholder, as they appear on the Company's books, and of such beneficial owner
and (Y) the class and number of shares of the Company which are owned
beneficially and of record by such stockholder and such beneficial owner.
c. Notwithstanding anything in the second sentence of Section 2.3.1(b)
above to the contrary, in the event that the number of directors to be elected
to the Board is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board made by the
Company at least eighty (80) days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by Section
2.3.1(b) shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
secretary at the principal executive offices of the Company not later than the
close of business on the tenth (10/th/) day following the day on which such
public announcement is first made by the Company.
2.3.2 Special Meetings of Stockholders. Nominations of persons for
election to the Board may be made at a special meeting of stockholders at which
directors are to be elected (i) by or at the direction of the Board or (ii) by
any stockholder of the Company who is entitled to vote at the meeting, who
complies with the notice procedures set forth in this Section 2.3.2 and who is a
stockholder of record at the time such notice is delivered to the secretary of
the Company. Nominations by stockholders of persons for election to the Board
may be made at such a special meeting of stockholders if the stockholder's
notice as required by Section 2.3.1.(b) shall be delivered to the secretary at
the principal executive office of the Company not earlier than the ninetieth
(90/th/) day prior to such special meeting and not later than the close of
business on the later of the seventieth (70/th/) day prior to such special
meeting or the tenth (10/th/) day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board to be elected at such meeting.
2
<PAGE>
2.3.3 General.
a. Only persons who are nominated in accordance with the procedures set
forth in this Section 2.3 shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 2.3.
b. Except as otherwise provided by law, the certificate of incorporation
or this Section 2.3, the chairman of the meeting shall have the power and duty
to determine whether a nomination or any business proposed to be brought before
the meeting was made in accordance with the procedures set forth in this Section
2.3 and, if any proposed nomination or business is not in compliance with this
Section 2.3, to declare that such defective proposal or nomination shall be
disregarded.
c. For purposes of this Section 2.3, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act.
d. Notwithstanding the foregoing provisions of this Section 2.3, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.3. Nothing in this Section 2.3 shall be deemed to affect
any rights (i) of stockholders to request inclusion of proposals in the
Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii)
of the holders of any series of preferred stock or any other series or class of
stock as set forth in the Certificate of Incorporation to elect directors under
specified circumstances or to consent to specific actions taken by the Company.
2.4 Quorum. The presence at a stockholders meeting of the holders,
present in person or represented by proxy, of capital stock of the Company
representing a majority of the votes of all capital stock of the Company
entitled to vote thereat shall constitute a quorum at such meeting for the
transaction of business except as otherwise provided by law, the certificate of
incorporation or these bylaws. If a quorum shall not be present or represented
at any meeting of the stockholders, a majority of the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such reconvened
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the reconvened meeting, a notice of
said meeting shall be given to each stockholder entitled to vote at said
meeting. The stockholders present at a duly convened meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
3
<PAGE>
2.5 Voting of Shares.
2.5.1 Voting Lists. The officer or agent who has charge of the stock
ledger of the Company shall prepare, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote thereat
arranged in alphabetical order and showing the address and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. The original
stock transfer books shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at any
meeting of stockholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at said meeting.
2.5.2 Votes Per Share. Unless otherwise provided in the certificate
of incorporation, each stockholder shall be entitled to one vote in person or by
proxy at every stockholders meeting for each share of capital stock held by such
stockholder.
2.5.3 Proxies. No proxy shall be voted on or after three (3) years
from its date, unless the proxy provides for a longer period.
2.5.4 Required Vote. When a quorum is present at any meeting, the
vote of the holders of capital stock of the Company representing a majority of
the votes of all capital stock of the Company present in person or represented
by proxy and entitled to vote at such meeting shall decide any question brought
before such meeting, unless the question is one upon which, by express provision
of law or the certificate of incorporation or these bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
III. DIRECTORS.
3.1 Purpose. The business of the Company shall be managed by or under
the direction of the Board, which may exercise all such powers of the Company
and do all such lawful acts and things as are not by law, the certificate of
incorporation or these bylaws directed or required to be exercised or done by
the stockholders. Directors need not be stockholders or residents of the State
of Delaware.
3.2 Number. The number of directors constituting the Board shall never
be less than one and shall be determined by resolution of the Board.
4
<PAGE>
3.3 Election. Directors shall be elected by the stockholders by
plurality vote at an annual stockholders meeting as provided in the certificate
of incorporation, except as hereinafter provided, and each director shall hold
office until his successor has been duly elected and qualified.
3.4 Vacancies. Vacancies and newly-created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until
their successors are duly elected and qualified. If there are no directors in
office, then an election of directors may be held in the manner provided by law.
If, at the time of filling any vacancy or any newly-created directorship, the
directors then in office shall constitute less than a majority of the whole
Board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent (10%) of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly-created directorships,
or to replace the directors chosen by the directors then in office. No decrease
in the size of the Board shall serve to shorten the term of the incumbent
director.
3.5 Removal. Unless otherwise restricted by the certificate of
incorporation or these bylaws, any director or the entire Board may be removed,
with or without cause, by a majority vote of the shares entitled to vote at an
election of directors, if notice of the intention to act upon such matter shall
have been given in the notice calling such meeting; provided, however, that
unless the certificate of incorporation otherwise provides, for so long as the
Board is divided into one, two or three classes, such removal may be effected
only for cause.
3.6 Compensation. Unless otherwise restricted by the certificate of
incorporation or these bylaws, the Board shall have the authority to fix the
compensation of directors. The directors may be reimbursed their expenses, if
any, of attendance at each meeting of the Board and may be paid either a fixed
sum for attendance at each meeting of the Board or a stated salary as director.
No such payment shall preclude any director from serving the Company in any
other capacity and receiving compensation therefor. Members of the committees
of the Board may be allowed like compensation for attending committee meetings.
IV. BOARD MEETINGS
4.1 Annual Meetings. The Board shall meet as soon as practicable after
the adjournment of each annual stockholders' meeting at the place of the
stockholders' meeting. No notice to the directors shall be necessary to legally
convene this meeting, provided a quorum is present.
4.2 Regular Meetings. Regularly scheduled, periodic meetings of the
Board may be held without notice at such times and places as shall from time to
time be determined by resolution of the Board and communicated to all directors.
4.3 Special Meetings. Special meetings of the Board (i) may be called
by the chairman of the board, vice chairman or president and (ii) shall be
called by the president or
5
<PAGE>
secretary on the written request of two directors or the sole director, as the
case may be. Notice of each special meeting of the Board shall be given, either
personally or as hereinafter provided, to each director at least 24 hours before
the meeting if such notice is delivered personally or by means of telegram,
telex or facsimile transmission and delivery; two days before the meeting if
such notice is delivered by a recognized express delivery service; and three
days before the meeting if such notice is delivered through the United States
mail. Any and all business may be transacted at a special meeting which may be
transacted at a regular meeting of the Board. Except as may be otherwise
expressly provided by law, the certificate of incorporation or these bylaws,
neither the business to be transacted at, nor the purpose of, any special
meeting need be specified in the notice or waiver of notice of such meeting.
4.4 Quorum, Required Vote. A majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the Board,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board, except as may be otherwise
specifically provided by law, the certificate of incorporation or these bylaws.
If a quorum shall not be present at any meeting, a majority of the directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.
4.5 Consent In Lieu of Meeting. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board or any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
V. COMMITTEES.
5.1 Establishment. The Board may by resolution establish, name or
dissolve one or more committees, each committee to consist of one or more of the
directors. Each committee shall keep regular minutes of its meetings and report
the same to the Board when required.
5.2 Available Powers. Any such committee, to the extent provided in
the resolution of the Board establishing such committee and as limited by law,
the certificate of incorporation and these bylaws, shall have and may exercise
all the powers and authority of the Board in the management of the business and
affairs of the Company, and may authorize the seal of the Company to be affixed
to all papers which may require it.
5.3 Unavailable Powers. No committee of the Board shall have the power
or authority to approve or adopt, or recommend to the stockholders, any action
or matter expressly required by the Delaware General Corporation Law to be
submitted to stockholders for approval or to adopt, amend or repeal any bylaw of
the Company.
5.4 Alternate Members. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee. In the absence or
disqualification of a member of a committee, the member or
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members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member.
5.5 Procedures. Time, place and notice, if any, of meetings of a
committee shall be determined by such committee. At meetings of a committee, a
majority of the number of members designated by the Board shall constitute a
quorum for the transaction of business. The act of a majority of the members
present at any meeting at which a quorum is present shall be the act of the
committee, except as otherwise specifically provided by law, the certificate of
incorporation or these bylaws. If a quorum is not present at a meeting of a
committee, the members present may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum is
present.
VI. OFFICERS.
6.1 Elected Officers. The Board shall elect a president, a treasurer
and a secretary (collectively, the "Required Officers") having the respective
duties enumerated below and may elect such other officers having the titles and
duties set forth below which are not reserved for the Required Officers or such
other titles and duties as the Board may by resolution from time to time
establish:
6.1.1 Chairman of the Board. The chairman of the board shall
exercise such powers and perform such duties as shall be assigned to or required
of him from time to time by the Board or these bylaws. The chairman of the board
shall preside when present at all meetings of the stockholders and the Board.
The chairman of the board may execute bonds, mortgages and other contracts
requiring a seal under the seal of the Company, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board to some
other officer or agent of the Company.
6.1.2 President. The president shall advise and counsel the chairman
of the board and other officers and shall exercise such powers and perform such
duties as shall be assigned to or required of him from time to time by the Board
or these bylaws. In the absence of the chairman of the board or in the event of
his inability or refusal to act, the president shall perform the duties and
exercise the powers of the chairman of the board. The president may execute
bonds, mortgages and other contracts requiring a seal under the seal of the
Company, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the Board to some other officer or agent of the Company.
6.1.3 Vice Chairman. The vice chairman shall advise and counsel the
chairman of the board, the president and other officers and shall exercise such
powers and perform such duties as shall be assigned to or required of him from
time to time by the Board or these bylaws. In the absence of the chairman of
the board or the president, or in the event of their collective inability or
refusal to act, the vice chairman shall perform the duties and exercise the
powers of the chairman of the board. The vice chairman may execute bonds,
mortgages and other
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contracts requiring a seal under the seal of the Company, except where required
or permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board to some
other officer or agent of the Company.
6.1.4 Vice Presidents. In the absence of the president or in the
event of his inability or refusal to act, the vice president (or in the event
there be more than one vice president, the vice presidents in the order
designated by the Board, or in the absence of any designation, then in the order
of their election or appointment) shall perform the duties of the president, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the Board may from time to time prescribe.
6.1.5 Secretary. The secretary shall attend all meetings of the
stockholders, the Board and (as required) committees of the Board and shall
record all the proceedings of such meetings in books to be kept for that
purpose. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board and shall perform such other
duties as may be prescribed by the Board or the president. He shall have custody
of the corporate seal of the Company and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it, and when so
affixed, it may be attested by his signature or by the signature of such
assistant secretary. The Board may give general authority to any other officer
to affix the seal of the Company and to attest the affixing thereof by his
signature.
6.1.6 Assistant Secretaries. The assistant secretary, or if there be
more than one, the assistant secretaries in the order determined by the Board
(or if there be no such determination, then in the order of their election or
appointment) shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
Board may from time to time prescribe.
6.1.7 Treasurer. The treasurer shall have the custody of the
corporate funds and securities, shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Company and shall deposit
all moneys and other valuable effects in the name and to the credit of the
Company in such depositories as may be designated by the Board. He shall
disburse the funds of the Company as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the president and the
Board, at its regular meetings, or when the Board so requires, an account of all
his transactions as treasurer and of the financial condition of the Company.
6.1.8 Assistant Treasurer. The assistant treasurer, or if there be
more than one, the assistant treasurers in the order determined by the Board (or
if there be no such determination, then in the order of their election or
appointment) shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
Board may from time to time prescribe.
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6.1.9 Divisional Officers. Each division of the Company, if any, may
have a president, secretary, treasurer or controller and one or more vice
presidents, assistant secretaries, assistant treasurers and other assistant
officers. Any number of such offices may be held by the same person. Such
divisional officers will be appointed by, report to and serve at the pleasure of
the Board and such other officers that the Board may place in authority over
them. The officers of each division shall have such authority with respect to
the business and affairs of that division as may be granted from time to time by
the Board, and in the regular course of business of such division may sign
contracts and other documents in the name of the division where so authorized;
provided that in no case and under no circumstances shall an officer of one
division have authority to bind any other division of the Company except as
necessary in the pursuit of the normal and usual business of the division of
which he is an officer.
6.2 Election. All elected officers shall serve until their successors
are duly elected and qualified or until their earlier death, disqualification,
retirement, resignation or removal from office.
6.3 Appointed Officers. The Board may also appoint or delegate the
power to appoint such other officers, assistant officers and agents, and may
also remove such officers and agents or delegate the power to remove same, as it
shall from time to time deem necessary, and the titles and duties of such
appointed officers may be as described in Section 6.1 for elected officers;
provided that the Required Officers and any officer, such as the chairman of the
board or the vice chairman, possessing authority over or responsibility for any
functions of the Board shall be elected officers.
6.4 Multiple Officeholders, Stockholder and Director Officers. Any
number of offices may be held by the same person, unless the certificate of
incorporation or these bylaws otherwise provide. Officers need not be
stockholders or residents of the State of Delaware. Officers, such as the
chairman of the board or the vice chairman, possessing authority over or
responsibility for any function of the Board must be directors.
6.5 Compensation, Vacancies. The compensation of elected officers
shall be set by the Board. The Board shall also fill any vacancy in an elected
office. The compensation of appointed officers and the filling of vacancies in
appointed offices may be delegated by the Board to the same extent as permitted
by these bylaws for the initial filling of such offices.
6.6 Additional Powers and Duties. In addition to the foregoing
especially enumerated powers and duties, the several elected and appointed
officers of the Company shall perform such other duties and exercise such
further powers as may be provided by law, the certificate of incorporation or
these bylaws or as the Board may from time to time determine or as may be
assigned to them by any competent committee or superior officer.
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VII. SHARE CERTIFICATES.
7.1 Entitlement to Certificates. Every holder of the capital stock of
the Company, unless and to the extent the Board by resolution provides that any
or all classes or series of stock shall be uncertificated, shall be entitled to
have a certificate, in such form as is approved by the Board and conforms with
applicable law, certifying the number of shares owned by him.
7.2 Multiple Classes of Stock. If the Company shall be authorized to
issue more than one class of capital stock or more than one series of any class,
a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualification, limitations or restrictions of such preferences
and/or rights shall, unless the Board shall by resolution provide that such
class or series of stock shall be uncertificated, be set forth in full or
summarized on the face or back of the certificate which the Company shall issue
to represent such class or series of stock; provided that, to the extent allowed
by law, in lieu of such statement, the face or back of such certificate may
state that the Company will furnish a copy of such statement without charge to
each requesting stockholder.
7.3 Signatures. Each certificate representing capital stock of the
Company shall be signed by or in the name of the Company by (1) the chairman of
the board, the vice chairman, the president or a vice president; and (2) the
treasurer, an assistant treasurer, the secretary or an assistant secretary of
the Company. The signatures of the officers of the Company may be facsimiles.
In case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to hold such office before such certificate
is issued, it may be issued by the Company with the same effect as if he held
such office on the date of issue.
7.4 Issuance and Payment. Subject to the provisions of the law, the
certificate of incorporation or these bylaws, shares may be issued for such
consideration and to such persons as the Board may determine from time to time.
Shares may not be issued until the full amount of the consideration has been
paid, unless upon the face or back of each certificate issued to represent any
partly paid shares of capital stock there shall have been set forth the total
amount of the consideration to be paid therefor and the amount paid thereon up
to and including the time said certificate was issued.
7.5 Lost Certificates. The Board may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Company alleged to have been lost, stolen or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Company a bond in such sum as it may direct as indemnity against any
claim that may be made against the Company with respect to the certificate
alleged to have been lost, stolen or destroyed.
7.6 Transfer of Stock. Upon surrender to the Company or its transfer
agent, if any, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession,
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assignation or authority to transfer and of the payment of all taxes applicable
to the transfer of said shares, the Company shall be obligated to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books; provided, however, that the Company shall
not be so obligated unless such transfer was made in compliance with applicable
state and federal securities laws.
7.7 Registered Stockholders. The Company shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, vote and be held liable for calls and
assessments and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any person other than such
registered owner, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.
VIII. MISCELLANEOUS.
8.1 Place of Meetings. All stockholders, directors and committee
meetings shall be held at such place or places, within or without the State of
Delaware, as shall be designated from time to time by the Board or such
committee and stated in the notices thereof. If no such place is so designated,
said meetings shall be held at the principal business office of the Company.
8.2 Fixing Record Dates. In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, to receive payment of any dividend or other
distribution or allotment of any rights, to exercise any rights in respect of
any change, conversion or exchange of stock or to effect any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than sixty (60) nor less than ten (10) days prior to any such action. In the
absence of any action by the Board, the date on which a notice of meeting is
given, or the date the Board adopts the resolution declaring a dividend or other
distribution or allotment or approving any change, conversion or exchange, as
the case may be, shall be the record date. A record date validly fixed for any
meeting of stockholders shall be valid for any adjournment of said meeting and
shall, at the Board's election, be valid for any reconventions and
readjournments of said meeting made no later than ninety (90) days after said
record date.
8.3 Means of Giving Notice. Whenever, under law, the certificate of
incorporation or these bylaws, notice is required to be given to any director or
stockholder, such notice may be given in writing and delivered personally,
through the United States mail, by a recognized express delivery service (such
as Federal Express) or by means of telegram, telex or facsimile transmission,
addressed to such director or stockholder at his address or telex or facsimile
transmission number, as the case may be, appearing on the records of the
Company, with postage and fees thereon prepaid. Such notice shall be deemed to
be given at the time when the same shall be deposited in the United States mail
or with an express delivery service or when transmitted, as the case may be.
8.4 Waiver of Notice. Whenever any notice is required to be given
under law, the certificate of incorporation or these bylaws, a written waiver of
such notice, signed before or after the date of such meeting by the person or
persons entitled to said notice, shall be deemed equivalent
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to such required notice. All such waivers shall be filed with the corporate
records. Attendance at a meeting shall constitute a waiver of notice of such
meeting, except that where a person attends for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.
8.5 Attendance via Communications Equipment. Unless otherwise
restricted by law, the certificate of incorporation or these bylaws, members of
the Board, any committee thereof or the stockholders may hold a meeting by means
of conference telephone or other communications equipment by means of which all
persons participating in the meeting can effectively communicate with each
other. Such participation in a meeting shall constitute presence in person at
the meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
8.6 Dividends. Dividends on the capital stock of the Company, paid in
cash, property, or securities of the Company and as may be limited by applicable
law and applicable provisions of the certificate of incorporation (if any), may
be declared by the Board.
8.7 Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Company available for dividends such sum or sums as the
Board from time to time, in its absolute discretion, think proper as a reserve
or reserves to meet contingencies, for equalizing dividends, for repairing or
maintaining any property of the Company, or for such other purpose as the Board
shall determine to be in the best interest of the Company; and the Board may
modify or abolish any such reserve in the manner in which it was created.
8.8 Reports to Stockholders. The Board shall present at each annual
meeting of stockholders, and at any special meeting of stockholders when called
for by vote of the stockholders, a statement of the business and condition of
the Company.
8.9 Contracts and Negotiable Instruments. Except as otherwise provided
by law or these bylaws, any contract or other instrument relative to the
business of the Company may be executed and delivered in the name of the Company
and on its behalf by the chairman of the board, the vice chairman or the
president; and the Board may authorize any other officer or agent of the Company
to enter into any contract or execute and deliver any contract in the name and
on behalf of the Company, and such authority may be general or confined to
specific instances as the Board may by resolution determine. All bills, notes,
checks or other instruments for the payment of money shall be signed or
countersigned by such officer, officers, agent or agents and in such manner as
are permitted by these bylaws and/or as, from time to time, may be prescribed by
resolution (whether general or special) of the Board. Unless authorized so to
do by these bylaws or by the Board, no officer, agent or employee shall have any
power or authority to bind the Company by any contract or engagement, or to
pledge its credit, or to render it liable pecuniarily for any purpose or to any
amount.
8.10 Fiscal Year. The fiscal year of the Company shall be fixed by
resolution of the Board.
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8.11 Seal. The seal of the Company shall be in such form as shall from
time to time be adopted by the Board. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or otherwise reproduced.
8.12 Books and Records. The Company shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
stockholders, Board and committees and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.
8.13 Resignation. Any director, committee member, officer or agent may
resign by giving written notice to the chairman of the board, the vice chairman,
the president or the secretary. The resignation shall take effect at the time
specified therein, or immediately if no time is specified. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
8.14 Indemnification. The Company shall indemnify any person who was or
is a director, officer, employee or agent of the Company, or 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 to
the extent set forth in the certificate of incorporation.
8.15 Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company, or 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, against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability.
8.16 Surety Bonds. Such officers and agents of the Company (if any) as
the president or the Board may direct, from time to time, shall be bonded for
the faithful performance of their duties and for the restoration to the Company,
in case of their death, resignation, retirement, disqualification or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in their possession or under their control belonging to the
Company, in such amounts and by such surety companies as the president or the
Board may determine. The premiums on such bonds shall be paid by the Company,
and the bonds so furnished shall be in the custody of the secretary.
8.17 Interested Directors, Officers and Stockholders.
8.17.1 Validity. No contract or transaction between the Company
and one or more of its directors or officers, or between the Company and any
other corporation, partnership, association or other organization in which one
or more of its directors or officers, are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board or committee
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which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose.
8.17.2 Disclosure, Approval. The foregoing shall, however, apply
only if:
(1) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the
Board or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(2) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of the shareholders; or
(3) the contract or transaction is fair as to the Company as
of the time it is authorized, approved or ratified, by the Board, a
committee or the shareholders.
8.17.3 Quorum. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board or of a committee
which authorizes the contract or transaction.
8.18 Proxies in Respect of Securities of Other Corporations. The
chairman of the board, the vice chairman, the president, any vice president or
the secretary may from time to time appoint an attorney or attorneys or an agent
or agents for the Company to exercise, in the name and on behalf of the Company,
the powers and rights which the Company may have as the holder of stock or other
securities in any other corporation to vote or consent in respect of such stock
or other securities, and the chairman of the board, the vice chairman, the
president, any vice president or the secretary may instruct the person or
persons so appointed as to the manner of exercising such powers and rights; and
the chairman of the board, the vice chairman, the president, any vice president
or the secretary may execute or cause to be executed, in the name and on behalf
of the Company and under its corporate seal or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in order that
the Company may exercise such powers and rights.
8.19 Amendments. These bylaws may be altered, amended, repealed or
replaced by the stockholders, or by the Board when such power is conferred upon
the Board by the certificate of incorporation, at any annual stockholders
meeting or annual or regular meeting of the Board, or at any special meeting of
the stockholders or of the Board if notice of such alteration, amendment, repeal
or replacement is contained in the notice of such special meeting. If the power
to adopt, amend, repeal or replace these bylaws is conferred upon the Board by
the certificate of incorporation, the power of the stockholders to so adopt,
amend, repeal or replace these bylaws shall not be divested or limited thereby.
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Exhibit 4.3.3
THIRD AMENDMENT TO THE
UNITED MERIDIAN CORPORATION
1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
This Third Amendment ("Third Amendment") to the United Meridian Corporation
1994 Employee Nonqualified Stock Option Plan (the "Plan") hereby amends the Plan
as follows effective as of November 13, 1996 (the "Effective Date"):
1. Section 4(d) of the Plan is amended and restated in its entirety to
read as follows:
"(d) Manner of Exercise. Option Shares purchased upon exercise of
options shall at the time of purchase be paid for in full. The Company
shall satisfy its employment tax and other tax withholding obligations
by requiring the optionee (or such optionee's estate or representative)
to pay the amount of employment tax and withholding tax, if any, that
must be paid under federal, state and local law due to the exercise of
the option. To the extent that the right to purchase shares has accrued
hereunder, options may be exercised from time to time by written notice
to the Company stating the full number of shares with respect to which
the option is being exercised and the time of delivery thereof, which
shall be at least fifteen days after the giving of such notice unless
an earlier date shall have been mutually agreed upon by the optionee
(or other person entitled to exercise the option) and the Company,
accompanied by payment to the Company of the purchase price in full and
the amount of employment tax and withholding tax due, if any, upon the
exercise of the option. Such payment shall be effected (i) by certified
or official bank check, (ii) by the delivery of a number of shares of
Common Stock (plus cash if necessary) having a fair market value equal
to the amount of such purchase price and employment or withholding tax
(subject to such restrictions or procedures as the Company deems
necessary to satisfy Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) or (iii) by delivery of the
equivalent thereof acceptable to the Company. The Company will, as soon
as reasonably possible notify the optionee (or such optionee's
representative) of the amount of employment tax and other withholding
tax that must be paid under federal, state and local law due to
<PAGE>
the exercise of the option. At the time of delivery, the Company shall,
without transfer or issue tax to the optionee (or other person entitled
to exercise the option), deliver to the optionee (or to such other
person) at the principal office of the Company, or such other place as
shall be mutually agreed upon, a certificate or certificates for the
Option Shares, provided, however, that the time of delivery may be
postponed by the Company for such period as may be required for it with
reasonable diligence to comply with any requirements of law."
2. Section 4(e) of the Plan is amended and restated in its entirety to
read as follows:
"(e) Assignability of Options. Options granted hereunder may be
transferred by the optionee thereof to one or more permitted
transferees; provided that (i) there may be no consideration for such
transfer, (ii) the optionee (or such optionee's estate or
representative) shall remain obligated to satisfy all employment tax
and other withholding tax obligations associated with the exercise of
the options, (iii) the optionee shall notify the Company in writing
that such transfer has occurred, the identity and address of the
permitted transferee and the relationship of the permitted transferee
to the optionee and (iv) of such transfer shall be effected pursuant to
transfer documents approved from time to time by the Committee. To the
extent an option transferred pursuant to this Section 4(e) is not fully
exercisable as of the date of transfer thereof, the optionee shall
specify in the transfer document whether and to what extent the
transferred options (if less than all of the options subject to the
applicable Nonqualified Stock Option Agreement) are exercisable,
subject to the limitations on exercisability contained in the
applicable Nonqualified Stock Option Agreement. Furthermore, to the
extent the optionee transfers options that are not exercisable as of
the date of transfer and such options are less than all of the options
subject to the applicable Nonqualified Stock Option Agreement, the
optionee shall specify in the transfer documents, subject to the
limitations on exercisability contained in the applicable Nonqualified
Stock Option Agreement, when the transferred options become exercisable
as options under the applicable Nonqualified Stock Option Agreement
generally become
<PAGE>
exercisable subsequent to such transfer. Any permitted transferee may
not further assign or transfer the transferred option otherwise than by
will or the laws of the descent and distribution. Following any
permitted transfer, any such options shall continue to be subject to
the same terms and conditions as were applicable immediately prior to
transfer; provided that for purposes of Sections 4(h), 4(i) and 4(j)
hereof the term "optionee" shall be deemed to refer also to each
permitted transferee. The events of termination of relationship in
Section 4(f) hereof shall continue to be applied with respect to the
Optionee, following which the options shall be exercisable by the
transferee only to the extent, and for the periods specified in Section
4(f). The term "permitted transferees" shall mean one or more of the
following: (i) any member of the optionee's immediate family; (ii) a
trust established for the exclusive benefit of one or more members of
such immediate family; or (iii) a partnership in which such immediate
family members are the only partners. The term "immediate family" is
defined for such purpose as spouses, children, stepchildren and
grandchildren, including relationships arising from adoption.
3. Section 5(a) of the Plan is amended and restated in its entirety to
read as follows:
"(a) The Plan shall be administered by a Compensation Committee (the
"Committee") consisting of not less than three (3) non-employee
directors (as defined in Rule 16b-3 promulgated under the Exchange
Act). The members of the Committee shall be appointed by the Board of
Directors. The Board of Directors may, from time to time, remove
members from or add members to the Committee. Vacancies in the
Committee, however caused, shall be filled by the Board of Directors.
The Committee shall select one of its members as chairman and shall
hold meetings at such times and places as it may determine. The
Committee may appoint a secretary and, subject to the provisions of the
Plan and to policies determined by the Board of Directors of the
Company, may make such rules and regulations for the conduct of its
business as it shall deem advisable. A majority of the Committee shall
constitute a quorum. All actions of the Committee shall be taken by a
majority of its members. Any action may be taken by a written
instrument signed by a majority of the members, and action so taken
shall be
<PAGE>
fully as effective as if it had been taken by a vote of the majority of
the members at a meeting duly called and held."
4. Each Nonqualified Stock Option Agreement ("Option Agreement") entered
into prior to the Effective Date of this Third Amendment shall be amended as
follows:
a. Section 2 of each Option Agreement is amended and restated in its
entirety to read as follows:
"2. Assignability of Option. This option is transferable to the extent
permitted under the Plan."
b. Section 3 of the Option Agreement is amended and restated in its
entirety to read as follows:
"3. Manner of Exercise. The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company subject
hereto by the payment to the Company of the purchase price in full and the
amount of employment tax and withholding tax due, if any, upon the exercise
of the option (i) by certified or official bank check, (ii) by the delivery
of a number of shares of Common Stock (plus cash if necessary) having a fair
market value equal to the amount of such purchase price and employment and
withholding tax, or (iii) by delivery of the equivalent thereof acceptable
to the Company. Any employment or withholding tax due upon exercise of this
option shall be, and shall remain, the responsibility of the Optionee (or
such Optionee's estate or representative). This option may be exercised from
time to time by written notice to the Company stating the full number of
shares to be purchased and the time and delivery thereof, which shall be at
least fifteen days after the giving of notice unless an earlier date shall
have been agreed upon between the Optionee (or other person entitled to
exercise this option) and the Company, accompanied by full payment for the
shares as described in the first sentence of this Section 3. The Company
will, as soon as is reasonably possible, notify the Optionee (or such
Optionee's representative) of the amount of employment tax and other
withholding tax, if any, that must be paid under federal, state and local
law due to the exercise of the option. The Company shall have no obligation
to deliver certificates for the shares purchased until the Optionee (or such
Optionee's representative) pays to the Company the purchase price in full
and the amount of employment tax and withholding tax specified
<PAGE>
in the Company's notice as described in this Section 3 by payment terms set
forth in the first sentence of this Section 3. At the time of delivery, the
Company shall, without transfer or issue tax to the Optionee (or other
person entitled to exercise this option) deliver at the principal office of
the Company, or at such other place as shall be mutually agreed upon, a
certificate or certificates for such shares, provided, however, that the
time of delivery may be postponed by the Company for such period as may be
required for it to comply with reasonable diligence with any requirements of
law."
5. Appendix A to the Plan is amended and restated to read as set forth in
Appendix A to this Third Amendment.
Date: November 13, 1996
_____________________
UNITED MERIDIAN CORPORATION
By: /s/ John B. Brock
-----------------
Name: John B. Brock
-------------
Title: Chairman and CEO
----------------
<PAGE>
APPENDIX A
1994 NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
United Meridian Corporation (the "Company"), in consideration of the value
of the continuing services of _____________________________ (hereinafter called
"Optionee"), which continuing services the grant of this option is designed to
secure, and in consideration of the undertakings made herein by Optionee, and
pursuant to its 1994 Employee Nonqualified Stock Option Plan (the "Plan"),
hereby grants to Optionee an option, evidenced by this option agreement,
exercisable for the period and upon the terms hereinafter set out, to purchase
__________________ (______) shares of Series A Voting Common Stock ("Common
Stock") of the Company at a price of $________ per share.
1. Term of Option.
(a) This option is granted as of [THE DATE THE COMMITTEE MAKES THE
GRANT] (sometimes hereinafter called the "Date of Grant") and will
terminate and expire, to the extent not previously exercised, eleven (11)
years after the Date of Grant, or at such earlier time as may be specified
in Sections 4 and 6 hereof.
(b) Except as otherwise provided in this Option Agreement, Optionee
shall have the right to acquire shares under this Option Agreement as
follows:
(i) As of the second anniversary of the Date of Grant and
thereafter, Optionee may exercise rights to acquire 25% of the Option
Shares;
(ii) As of each of the third, fourth and fifth anniversaries of
the Date of Grant and thereafter, Optionee may exercise rights to
acquire an additional 25% of the Option Shares.
2. Assignability of Option. This option is transferable to the extent
permitted under the Plan.
3. Manner of Exercise. The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company subject
hereto by the payment to the Company of the
A-1
<PAGE>
purchase price in full and the amount of employment tax and withholding tax due,
if any, upon the exercise of the option (i) by certified or official bank check,
(ii) by the delivery of a number of shares of Common Stock (plus cash if
necessary) having a fair market value equal to the amount of such purchase price
and employment and withholding tax, or (iii) by delivery of the equivalent
thereof acceptable to the Company. Any employment or withholding tax due upon
exercise of this option shall be, and shall remain, the responsibility of the
Optionee (or such Optionee's estate or representative). This option may be
exercised from time to time by written notice to the Company stating the full
number of shares to be purchased and the time and delivery thereof, which shall
be at least fifteen days after the giving of notice unless an earlier date shall
have been agreed upon between the Optionee (or other person entitled to exercise
this option) and the Company, accompanied by full payment for the shares as
described in the first sentence of this Section 3. The Company will, as soon as
is reasonably possible, notify the Optionee (or such Optionee's representative)
of the amount of employment tax and other withholding tax, if any, that must be
paid under federal, state and local law due to the exercise of the option. The
Company shall have no obligation to deliver certificates for the shares
purchased until the Optionee (or such Optionee's representative) pays to the
Company the purchase price in full and the amount of employment tax and
withholding tax specified in the Company's notice as described in this Section 3
by payment terms set forth in the first sentence of this Section 3. At the time
of delivery, the Company shall, without transfer or issue tax to the Optionee
(or other person entitled to exercise this option) deliver at the principal
office of the Company, or at such other place as shall be mutually agreed upon,
a certificate or certificates for such shares, provided, however, that the time
of delivery may be postponed by the Company for such period as may be required
for it to comply with reasonable diligence with any requirements of law.
4. Termination of Relationship.
(a) In the event that Optionee shall die before his relationship with
the Company (or an Affiliate) terminates, or if Optionee's relationship
with the Company (or an Affiliate) is terminated because Optionee has
become disabled within the meaning of Section 105(d)(4) of the Code, this
option shall continue to vest in accordance with the Plan and this option
agreement for a period of twelve months from the date of death of Optionee
or termination of his relationship due to
A-2
<PAGE>
disability, and Optionees, his estate or beneficiary shall have the right
to exercise this option at any time within such twelve month period (if
otherwise within the term of the option). Notwithstanding the foregoing,
the provisions of this Section 4(a) shall be subject to Sections 1(a) and 6
hereof, which may earlier terminate the option.
(b) In the event that the Optionee retires from service from the
Company and its Affiliates in accordance with the Company's (or its
Affiliates') retirement policies in effect from time to time, this option
shall continue to vest during the lifetime of the Optionee in accordance
with the terms of the Plan and this Option Agreement and may be exercised
at any time during the remaining term of the option. If Optionee dies
subsequent to his retirement during the term of this option, this option
shall continue to vest in accordance with the Plan and this option
agreement and may be exercised within twelve months of Optionee's death (if
otherwise within the option period), but not thereafter. Notwithstanding
the foregoing, the provisions of this Section 4(b) shall be subject to
Sections 1(a) and 6, which may earlier terminate the option.
(c) In the event that Optionee terminates or is terminated from his
relationship with the Company and its Affiliates, and the provisions of
Sections 4(a) and 4(b) hereof and Section 4(i) of the Plan do not apply,
this option may be exercised, to the extent the option could be exercised
immediately prior to such termination at any time within ninety days after
the date of such termination (if otherwise within the option period).
5. Adjustments on Recapitalization. The number of shares of Common Stock
subject hereto and the exercise price per share shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Common Stock resulting from the subdivision or consolidation of shares after the
Date of Grant, the payment of a stock dividend in shares of Common Stock after
the Date of Grant, or other decrease or increase in the shares of Common Stock
outstanding effected after the Date of Grant without receipt of consideration by
the Company, provided, however, that any option to purchase fractional shares
resulting from such adjustments shall be eliminated.
6. Adjustments on Reorganization. If the Company shall at
A-3
<PAGE>
any time participate in a reorganization to which Section 425(a) of the Code
applies and (A) the Company is not the surviving entity or (B) the Company is
the surviving entity and the stockholders of Common Stock are required to
exchange their shares for property and/or securities, the Company shall give
Optionee written notice of such fact on or before fifteen (15) days before such
reorganization, and this option shall be exercisable in full after receipt of
such notice and prior to such reorganization; however, options not exercised
prior to such reorganization shall expire on the occurrence of such
reorganization. A sale of all or substantially all the assets of the Company for
a consideration (apart from the assumption or obligations) consisting primarily
of securities shall be deemed a reorganization for the foregoing purposes.
Notwithstanding the foregoing, the provisions of this SectionE6 shall be subject
to Section 1(a).
7. Subject to Plan. This option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee (as
defined in the Plan) to make interpretations of the Plan and of options granted
thereunder, and of the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan subject to the limitations expressed in the
Plan. By acceptance hereof, Optionee acknowledges receipt of a copy of the Plan
and recognizes and agrees that all determinations, interpretations or other
actions respecting the Plan may be made by a majority of the Board of Directors
of the Company or of the Committee, and that such determinations,
interpretations or other actions are final, conclusive and binding upon all
parties, including Optionee. Capitalized terms used but not otherwise defined
in this option agreement shall have the meanings ascribed to them by the Plan.
IN WITNESS WHEREOF, this Option Agreement is executed as of the _____ day
of _________________________, 199__.
UNITED MERIDIAN CORPORATION
By:
Title:
The undersigned Optionee hereby accepts the benefits of the foregoing
Nonqualified Stock Option Agreement.
, Optionee
-------------------------------
A-4
<PAGE>
EXHIBIT 4.3.4
FOURTH AMENDMENT TO
UNITED MERIDIAN CORPORATION
1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
The United Meridian Corporation 1994 Employee Nonqualified Stock Option
Plan is hereby amended as follows:
Section 2 thereof is amended and restated in its entirety to read as
follows:
"2. Stock Subject to Option. Subject to adjustment as provided in
Sections 4(g) and (h) hereof, options may be granted by the Company from time to
time to purchase up to an aggregate of 4,050,000 shares of the Company's
authorized but unissued Common Stock. Shares that by reason of the expiration
of an option or otherwise are no longer subject to purchase pursuant to an
option granted under the Plan may be reoptioned under the Plan."
Date: May 21, 1997 UNITED MERIDIAN CORPORATION
------------
By: /s/ John B. Brock
-----------------
Name: John B. Brock
-------------
Title: Chairman and CEO
----------------
<PAGE>
Exhibit 4.4
SECOND AMENDMENT TO THE
UNITED MERIDIAN CORPORATION
1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
This Second Amendment ("Second Amendment") to the United Meridian
Corporation 1994 Outside Directors' Nonqualified Stock Option Plan (the "Plan")
hereby amends the Plan as follows effective as of November 13, 1996 (the
"Effective Date"):
1. Section 4(e) of the Plan is amended and restated in its entirety to
read as follows:
"(e) Manner of Exercise. Option Shares purchased upon exercise of
options shall at the time of purchase be paid for in full. The Company
shall satisfy its employment tax and other tax withholding obligations
by requiring the optionee (or such optionee's estate or representative)
to pay the amount of employment tax and withholding tax, if any, that
must be paid under federal, state and local law due to the exercise of
the option. To the extent that the right to purchase shares has accrued
hereunder, options may be exercised from time to time by written notice
to the Company stating the full number of shares with respect to which
the option is being exercised and the time of delivery thereof, which
shall be at least fifteen days after the giving of such notice unless
an earlier date shall have been mutually agreed upon by the optionee
(or other person entitled to exercise the option) and the Company,
accompanied by payment to the Company of the purchase price in full and
the amount of employment tax and withholding tax due, if any, upon the
exercise of the option. Such payment shall be effected (i) by certified
or official bank check, (ii) by the delivery of a number of shares of
Common Stock (plus cash if necessary) having a fair market value equal
to the amount of such purchase price and employment or withholding tax
(subject to such restrictions or procedures as the Company deems
necessary to satisfy Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) or (iii) by delivery of the
equivalent thereof acceptable to the Company. The Company will, as soon
as reasonably possible notify the optionee (or such optionee's
representative) of the amount of employment tax and other withholding
tax that must be paid under federal, state and local law due to
<PAGE>
the exercise of the option. At the time of delivery, the Company shall,
without transfer or issue tax to the optionee (or other person entitled
to exercise the option), deliver to the optionee (or to such other
person) at the principal office of the Company, or such other place as
shall be mutually agreed upon, a certificate or certificates for the
Option Shares, provided, however, that the time of delivery may be
postponed by the Company for such period as may be required for it with
reasonable diligence to comply with any requirements of law."
2. Section 4(f) of the Plan is amended and restated in its entirety to
read as follows:
"(f) Assignability of Options. Options granted hereunder may be
transferred by the optionee thereof to one or more permitted
transferees; provided that (i) there may be no consideration for such
transfer, (ii) the optionee (or such optionee's estate or
representative) shall remain obligated to satisfy all employment tax
and other withholding tax obligations associated with the exercise of
the options, (iii) the optionee shall notify the Company in writing
that such transfer has occurred, the identity and address of the
permitted transferee and the relationship of the permitted transferee
to the optionee and (iv) of such transfer shall be effected pursuant to
transfer documents approved from time to time by the Committee. To the
extent an option transferred pursuant to this Section 4(f) is not fully
exercisable as of the date of transfer thereof, the optionee shall
specify in the transfer document whether and to what extent the
transferred options (if less than all of the options subject to the
applicable Nonqualified Stock Option Agreement) are exercisable,
subject to the limitations on exercisability contained in the
applicable Nonqualified Stock Option Agreement. Furthermore, to the
extent the optionee transfers options that are not exercisable as of
the date of transfer and such options are less than all of the options
subject to the applicable Nonqualified Stock Option Agreement, the
optionee shall specify in the transfer documents, subject to the
limitations on exercisability contained in the applicable Nonqualified
Stock Option Agreement, when the transferred options become exercisable
as options under the applicable Nonqualified Stock Option Agreement
generally become
<PAGE>
exercisable subsequent to such transfer. Any permitted transferee may
not further assign or transfer the transferred option otherwise than by
will or the laws of the descent and distribution. Following any
permitted transfer, any such options shall continue to be subject to
the same terms and conditions as were applicable immediately prior to
transfer; provided that for purposes of Sections 4(i), 4(j) and 4(k)
hereof the term "optionee" shall be deemed to refer also to each
permitted transferee. The events of termination of relationship in
Section 4(g) hereof shall continue to be applied with respect to the
Optionee, following which the options shall be exercisable by the
transferee only to the extent, and for the periods specified in Section
4(g). The term "permitted transferees" shall mean one or more of the
following: (i) any member of the optionee's immediate family; (ii) a
trust established for the exclusive benefit of one or more members of
such immediate family; or (iii) a partnership in which such immediate
family members are the only partners. The term "immediate family" is
defined for such purpose as spouses, children, stepchildren and
grandchildren, including relationships arising from adoption.
3. Section 5(a) of the Plan is amended and restated in its entirety to
read as follows:
"(a) The Plan shall be administered by the Committee on Directors
(the "Committee") consisting of not less than three (3) non-employee
directors (as defined in Rule 16b-3 promulgated under the Exchange
Act). The members of the Committee shall be appointed by the Board of
Directors. The Board of Directors may, from time to time, remove
members from or add members to the Committee. Vacancies in the
Committee, however caused, shall be filled by the Board of Directors.
The Committee shall select one of its members as chairman and shall
hold meetings at such times and places as it may determine. The
Committee may appoint a secretary and, subject to the provisions of the
Plan and to policies determined by the Board of Directors of the
Company, may make such rules and regulations for the conduct of its
business as it shall deem advisable. A majority of the Committee shall
constitute a quorum. All actions of the Committee shall be taken by a
majority of its members. Any action may be taken by a written
instrument signed by a majority of the members, and action so taken
shall be
<PAGE>
fully as effective as if it had been taken by a vote of the majority of
the members at a meeting duly called and held."
4. Each Nonqualified Stock Option Agreement ("Option Agreement") entered
into prior to the Effective Date of this Third Amendment shall be amended as
follows:
a. Section 2 of each Option Agreement is amended and restated in its
entirety to read as follows:
"2. Assignability of Option. This option is transferable to the extent
permitted under the Plan."
b. Section 3 of the Option Agreement is amended and restated in its
entirety to read as follows:
"3. Manner of Exercise. The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company subject
hereto by the payment to the Company of the purchase price in full and the
amount of employment tax and withholding tax due, if any, upon the exercise
of the option (i) by certified or official bank check, (ii) by the delivery
of a number of shares of Common Stock (plus cash if necessary) having a
fair market value equal to the amount of such purchase price and employment
and withholding tax, or (iii) by delivery of the equivalent thereof
acceptable to the Company. Any employment or withholding tax due upon
exercise of this option shall be, and shall remain, the responsibility of
the Optionee (or such Optionee's estate or representative). This option
may be exercised from time to time by written notice to the Company stating
the full number of shares to be purchased and the time and delivery
thereof, which shall be at least fifteen days after the giving of notice
unless an earlier date shall have been agreed upon between the Optionee (or
other person entitled to exercise this option) and the Company, accompanied
by full payment for the shares as described in the first sentence of this
Section 3. The Company will, as soon as is reasonably possible, notify the
Optionee (or such Optionee's representative) of the amount of employment
tax and other withholding tax, if any, that must be paid under federal,
state and local law due to the exercise of the option. The Company shall
have no obligation to deliver certificates for the shares purchased until
the Optionee (or such Optionee's representative) pays to the Company the
purchase price in full and the amount of employment tax and withholding tax
specified
<PAGE>
in the Company's notice as described in this Section 3 by payment terms set
forth in the first sentence of this Section 3. At the time of delivery, the
Company shall, without transfer or issue tax to the Optionee (or other
person entitled to exercise this option) deliver at the principal office of
the Company, or at such other place as shall be mutually agreed upon, a
certificate or certificates for such shares, provided, however, that the
time of delivery may be postponed by the Company for such period as may be
required for it to comply with reasonable diligence with any requirements
of law."
5. Appendix A to the Plan is amended and restated to read as set forth in
Appendix A to this Second Amendment.
Date: November 13, 1996
______________________
UNITED MERIDIAN CORPORATION
By: /s/ John B. Brock
-----------------
Name: John B. Brock
-------------
Title: Chairman and CEO
----------------
<PAGE>
APPENDIX A
1994 NONQUALIFIED STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS
United Meridian Corporation (the "Company"), in consideration of the value
of the continuing services of _____________________________ (hereinafter called
"Optionee"), which continuing services the grant of this option is designed to
secure, and in consideration of the undertakings made herein by Optionee, and
pursuant to its 1994 Outside Directors' Nonqualified Stock Option Plan (the
"Plan"), hereby grants to Optionee an option, evidenced by this option
agreement, exercisable for the period and upon the terms hereinafter set out, to
purchase __________________ (______) shares of Series A Voting Common Stock
("Common Stock") of the Company at a price of $________ per share.
1. Term of Option.
(a) This option is granted as of [THE DATE THE COMMITTEE MAKES THE
GRANT] (sometimes hereinafter called the "Date of Grant") and will
terminate and expire, to the extent not previously exercised, eleven (11)
years after the Date of Grant, or at such earlier time as may be specified
in Sections 4 and 6 hereof.
(b) Except as otherwise provided in this Option Agreement, Optionee
shall have the right to acquire shares under this Option Agreement as
follows:
(i) As of the first anniversary of the Date of Grant and
thereafter, Optionee may exercise rights to acquire 33 1/3% of the
Option Shares;
(ii) As of each of the second and third anniversaries of the Date
of Grant and thereafter, Optionee may exercise rights to acquire an
additional 33 1/3% of the Option Shares.
2. Assignability of Option. This option is transferable to the extent
permitted under the Plan.
3. Manner of Exercise. The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company subject
hereto by the payment to the Company of the
A-1
<PAGE>
purchase price in full and the amount of employment tax and withholding tax due,
if any, upon the exercise of the option (i) by certified or official bank check,
(ii) by the delivery of a number of shares of Common Stock (plus cash if
necessary) having a fair market value equal to the amount of such purchase price
and employment and withholding tax, or (iii) by delivery of the equivalent
thereof acceptable to the Company. Any employment or withholding tax due upon
exercise of this option shall be, and shall remain, the responsibility of the
Optionee (or such Optionee's estate or representative). This option may be
exercised from time to time by written notice to the Company stating the full
number of shares to be purchased and the time and delivery thereof, which shall
be at least fifteen days after the giving of notice unless an earlier date shall
have been agreed upon between the Optionee (or other person entitled to exercise
this option) and the Company, accompanied by full payment for the shares as
described in the first sentence of this Section 3. The Company will, as soon as
is reasonably possible, notify the Optionee (or such Optionee's representative)
of the amount of employment tax and other withholding tax, if any, that must be
paid under federal, state and local law due to the exercise of the option. The
Company shall have no obligation to deliver certificates for the shares
purchased until the Optionee (or such Optionee's representative) pays to the
Company the purchase price in full and the amount of employment tax and
withholding tax specified in the Company's notice as described in this Section 3
by payment terms set forth in the first sentence of this Section 3. At the time
of delivery, the Company shall, without transfer or issue tax to the Optionee
(or other person entitled to exercise this option) deliver at the principal
office of the Company, or at such other place as shall be mutually agreed upon,
a certificate or certificates for such shares, provided, however, that the time
of delivery may be postponed by the Company for such period as may be required
for it to comply with reasonable diligence with any requirements of law.
4. Termination of Relationship.
(a) In the event that Optionee shall die before he ceases to be a
director of the Company, or if Optionee ceases to be a director of the
Company because Optionee has become disabled within the meaning of
Section 105(d)(4) of the Code, this option shall continue to vest in
accordance with the Plan and this option agreement for a period of twelve
months from the date of death of Optionee or the date he ceases to be a
director of the Company due to disability, and Optionee, his
A-2
<PAGE>
estate or beneficiary shall have the right to exercise this option at any
time with such twelve month period (if otherwise within the term of the
option). Notwithstanding the foregoing, the provisions of this Section 4(a)
shall be subject to Sections 1(a) and 6 hereof, which may earlier terminate
the option.
(b) In the event that the Optionee retires from service as a director
of the Company in accordance with the Company's retirement policies in
effect from time to time, this option shall continue to vest during the
lifetime of the Optionee in accordance with the terms of the Plan and this
Option Agreement and may be exercised at any time during the remaining term
of the option. If Optionee dies subsequent to his retirement during the
term of this option, this option shall continue to vest in accordance with
the Plan and this option agreement and may be exercised within twelve
months of Optionee's death (if otherwise within the option period), but not
thereafter. Notwithstanding the foregoing, the provisions of this
Section 4(b) shall be subject to Sections 1(a) and 6, which may earlier
terminate the option.
(c) In the event that Optionee ceases to be a director of the Company,
and the provisions of Sections 4(a) and 4(b) hereof and Section 4(j) of the
Plan do not apply, this option may be exercised, to the extent the option
could be exercised immediately prior to cessation, at any time within
ninety days after the date of such cessation (if otherwise within the
option period).
5. Adjustments on Recapitalization. The number of shares of Common Stock
subject hereto and the exercise price per share shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Common Stock resulting from the subdivision or consolidation of shares after the
Date of Grant, the payment of a stock dividend in shares of Common Stock after
the Date of Grant, or other decrease or increase in the shares of Common Stock
outstanding effected after the Date of Grant without receipt of consideration by
the Company, provided, however, that any option to purchase fractional shares
resulting from such adjustments shall be eliminated.
6. Adjustments on Reorganization. If the Company shall at any time
participate in a reorganization to which Section 425(a) of the Code applies and
(A) the Company is not the surviving entity or
A-3
<PAGE>
(B) the Company is the surviving entity and the stockholders of Common Stock are
required to exchange their shares for property and/or securities, the Company
shall give Optionee written notice of such fact on or before fifteen (15) days
before such reorganization, and this option shall be exercisable in full after
receipt of such notice and prior to such reorganization; however, options not
exercised prior to such reorganization shall expire on the occurrence of such
reorganization. A sale of all or substantially all the assets of the Company for
a consideration (apart from the assumption or obligations) consisting primarily
of securities shall be deemed a reorganization for the foregoing purposes.
Notwithstanding the foregoing, the provisions of this Section 6 shall be subject
to Section 1(a).
7. Subject to Plan. This option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee (as
defined in the Plan) to make interpretations of the Plan and of options granted
thereunder, and of the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan subject to the limitations expressed in the
Plan. By acceptance hereof, Optionee acknowledges receipt of a copy of the Plan
and recognizes and agrees that all determinations, interpretations or other
actions respecting the Plan may be made by a majority of the Board of Directors
of the Company or of the Committee, and that such determinations,
interpretations or other actions are final, conclusive and binding upon all
parties, including Optionee. Capitalized terms used but not otherwise defined
in this option agreement shall have the meanings ascribed to them by the Plan.
IN WITNESS WHEREOF, this Option Agreement is executed as of the _____ day
of _________________________, 199__.
UNITED MERIDIAN CORPORATION
By:
Title:
The undersigned Optionee hereby accepts the benefits of the foregoing
Nonqualified Stock Option Agreement.
, Optionee
---------------------------
A-4
<PAGE>
EXHIBIT 5
[LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. APPEARS HERE]
May 27, 1997
United Meridian Corporation
1201 Louisiana, Suite 1400
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to United Meridian Corporation, a Delaware
corporation (the "Company"), in connection with the proposed registration of
1,200,000 shares of the Company's Series A Voting Common Stock, $.01 par value
(the "Common Stock"), as described in a registration statement on Form S-8
relating to the Common Stock to be issued under the Company's 1994 Employee
Nonqualified Stock Option Plan, as amended (the "Employee Plan"), which
registration statement is to be filed with the Securities and Exchange
Commission.
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions listed below. In
rendering such opinions, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.
Based upon such examination and representations, we advise you that,
in our opinion:
A. The shares of Common Stock to be issued under the Employee Plan
which are to be registered pursuant to the Registration Statement have been duly
and validly authorized by the Company.
B. The shares of Common Stock to be issued under the Employee Plan
which are to be registered pursuant to the Registration Statement, when issued
and delivered in accordance with the Employee Plan, will be validly issued,
fully paid and non-assessable.
<PAGE>
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
United Meridian Corporation
May 27, 1997
Page 2
We consent to the reference to this firm in the Registration Statement
and to the filing of this opinion as Exhibit 5 to the Registration Statement.
Sincerely,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
Exhibit 23.1
------------
Consent of Independent Public Accountants
- -----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of United Meridian Corporation (the
"Company") on Form S-8 of our report dated February 20, 1997, included in the
Annual Report on Form 10-K of the Company for the year ended December 31, 1996,
and to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Houston, Texas
May 29, 1997
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
---------------------------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 13, 1997, March 14, 1997, and
April 8, 1997, that were utilized in aggregate as a basis for United Meridian
Corporation's Form 10-K for the year ended December 31, 1996, and to all
references to our Firm included in this Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ DANNY D. SIMMONS
--------------------------------------------
Danny D. Simmons
Senior Vice President
Houston, Texas
May 27, 1997
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT PETROLEUM RESERVE ENGINEERS
Dear Sirs:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of portions of our reports entitled "UMC Petroleum Corporation,
Evaluation of Certain Interests in the State of Montana, SEC Parameters, as of
January 1, 1997", dated February 5, 1997; and "UMC Resources Canada Ltd.,
Evaluation of Oil & Gas Reserves, SEC Parameters, as of January 1, 1997", dated
February 10, 1997 (the "Reports") and to our having evaluated the Corporations'
interest in oil and gas reserves. We also consent to the reference of our firm
under the caption "Experts".
Sincerely,
McDANIEL & ASSOCIATES CONSULTANTS LTD.
/s/ P.A. WELCH
- -------------------------
P. A. Welch, P. Eng.
Vice President
Calgary, Alberta
Dated: May 28, 1997
<PAGE>
Exhibit 23.5
Consent of Ryder Scott Company
We consent to the incorporation by reference in the Registration Statement
Form S-8 of our reserve report and all schedules, exhibits, and attachments
thereto and to any reference made to us on Form S-8 as a result of such
incorporation.
Very truly yours,
/s/ RYDER SCOTT COMPANY PETROLEUM ENGINEERS
____________________________________________
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Denver, Colorado
Date: May 28, 1997
