Exhibit 10.1
SEACOR SMIT INC.
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I PURPOSES
1.01. Retention. SEACOR SMIT Inc. (the "Company") desires to attract and retain
the services of outstanding non-employee directors by affording them an
opportunity to acquire a proprietary interest in the Company through automatic,
non-discretionary awards of options ("Options") exercisable to purchase shares
of Common Stock (as defined below), and thus to create in such directors an
increased interest in and a greater concern for the welfare of the Company and
its subsidiaries.
1.02. Not in Lieu of Compensation. The Options offered pursuant to this SEACOR
SMIT Inc. Stock Option Plan for Non-Employee Directors (the "Plan") are a matter
of separate inducement and are not in lieu of any other compensation for the
services of any director.
1.03. Not Incentive Stock Options. The Options granted under the Plan are
intended to be options that do not meet the requirements for incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
1.04. Certain Definitions. As used in the Plan, the term "parent corporation"
and "subsidiary corporation" shall mean a corporation coming within the
definition of such terms contained in Sections 424(e) and 424(f) of the Code,
respectively.
ARTICLE II AMOUNT OF STOCK SUBJECT TO THE PLAN
2.01. Common Stock Options. Options granted under the Plan shall be exercisable
for shares of the Company's common stock, par value $.01 per share ("Common
Stock").
2.02. Authorized Shares. The total number of shares of Common Stock authorized
for issuance under the Plan upon the exercise of Options (the "Shares"), shall
not exceed, in the aggregate, 100,000 of the currently authorized shares of
Common Stock of the Company, such number to be subject to adjustment in
accordance with Section 13.01 of the Plan.
2.03. Shares Acquired Under Plan. Shares that may be acquired under the Plan may
be either authorized but unissued Shares, Shares of issued stock held in the
Company's treasury, or both. If and to the extent that Options granted under the
Plan expire or terminate without having been exercised, the Shares covered by
such expired or terminated Options may again be subject to a later-granted
Option under the Plan.
ARTICLE III EFFECTIVE DATE AND TERM OF THE PLAN
The Plan shall become effective at 5:00 p.m., New York City time, on
the date of the Company's 2000 Annual Meeting of Stockholders (the "Effective
Date"), which meeting is currently scheduled for May 23, 2000, if the Plan is
approved by a vote of the stockholders of the Company at such annual meeting. If
the Plan is not so approved, the Plan shall be of no force or effect. If so
approved, the Plan shall terminate at the close of business on the date of the
Company's 2004 Annual Meeting of Stockholders (the "Termination Date"), unless
sooner terminated in accordance with its terms.
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ARTICLE IV ADMINISTRATION
The Plan shall be administered by the Board of Directors of the
Company (the "Board of Directors"), which may designate from among its members a
committee to exercise all power and authority of the Board of Directors at any
time and from time to time to administer the Plan. References herein to the
Board of Directors shall be deemed to include references to any such committee,
except as the context otherwise requires. Subject to the express provisions of
the Plan, the Board of Directors shall have authority to construe the Plan and
the Options granted hereunder, to prescribe, amend and rescind rules and
regulations relating to the Plan and to make all other ministerial
determinations necessary or advisable for administering the Plan. However, the
timing of grants of Options under the Plan and the determination of the amounts
and prices of such Options shall be effected automatically in accordance with
the terms and provisions of the Plan without further action by the Board of
Directors. The determination of the Board of Directors on matters referred to in
this Article IV shall be conclusive.
ARTICLE V ELIGIBILITY
Each member of the Board of Directors who is not an employee of the
Company or any subsidiary corporation or parent corporation of the Company shall
be eligible to be granted Options under the Plan ("Eligible Directors"). The
Plan does not create a right in any person to participate in, or be granted
Options under, the Plan.
ARTICLE VI OPTION GRANTS; VESTING
6.01. Option Grants. On the Effective Date, each Eligible Director then in
office shall automatically be granted an Option to purchase 2,000 Shares
(subject to adjustment as provided in Article XIII). Thereafter, effective on
the date of each subsequent annual meeting of stockholders of the Company
through and including the Company's 2004 Annual Meeting of Stockholders, each
Eligible Director in office immediately following each such annual meeting shall
automatically be granted an Option to purchase 2,000 Shares (subject to
adjustment as provided in Section 13.01). Each Option granted to an Eligible
Director pursuant to the Plan shall be evidenced by a written agreement between
the Company and such Eligible Director. Any Eligible Director entitled to
receive an Option grant pursuant to the Plan may elect to decline the Option.
6.02. Vesting. Subject to Articles VIII, IX and X hereof, Options granted
pursuant to Section 6.01 will be exercisable for all Shares subject thereto at
any time following the earlier to occur of (a) the first anniversary of the date
of grant and (b) the date of the first annual meeting of the Company's
stockholders that occurs after the date of grant. Notwithstanding the foregoing,
the vesting of Options granted pursuant to Section 6.01 shall automatically
accelerate and the Options shall be exercisable in full upon (i) the Eligible
Director's death, (ii) the Eligible Director's termination of service as a
director as a result of disability (as described in Section 22(c)(3) of the
Code) or (iii) the occurrence of a Change in Control (as hereinafter defined).
The determination of the Board of Directors that any of the foregoing conditions
has been met shall be binding and conclusive on all parties.
ARTICLE VII OPTION PRICE AND PAYMENT
7.01. Option Price. The price for each Share purchasable upon exercise of any
Option granted hereunder shall be an amount equal to the fair market value per
Share on the date of grant. For purposes of the Plan, fair market value per
Share shall be the closing price for Common Stock on the date of determination
(or on the last preceding trading date if Common Stock was not traded on such
date) if the Common Stock is readily tradable on a national securities exchange
or other market system, and if the Common Stock is not readily tradable, fair
market value per Share shall be determined in good faith by the Board of
Directors.
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7.02. Payment. Upon the exercise of an Option granted hereunder, the Company
shall cause the purchased Shares to be issued when it shall have received the
full purchase price for the Shares in cash. In lieu of cash, the holder of an
Option may, to the extent permitted by applicable law, exercise an Option in
whole or in part, by delivering to the Company shares of Common Stock (in proper
form for transfer and accompanied by all requisite stock transfer tax stamps or
cash in lieu thereof) owned by such holder having a fair market value equal to
the cash exercise price applicable to that portion of the Option being exercised
by the delivery of such shares. In lieu of the actual delivery to the Company of
such shares of Common Stock, the holder of an Option may exercise an Option by
providing the Company with a notarized statement attesting to the number of
shares of Common Stock owned which are intended to be exchanged and, if the
stock certificates representing such shares are held by the option holder, with
such certificate numbers, and upon receipt of such notarized statement and upon
verification of the existence of such shares, the Company shall cause to be
issued to the option holder only the number of incremental Shares to which the
option holder is entitled upon exercise of the Option. The fair market value per
Share of shares so delivered by the option holder to the Company shall be
determined as of the date immediately preceding the date on which the Option is
exercised in accordance with Section 7.01, or as may be required in order to
comply with or to conform to the requirements of any applicable laws or
regulations. The Board of Directors may prescribe any other method of paying the
exercise price that it determines to be consistent with applicable law and the
purposes of the Plan.
ARTICLE VIII TERMS OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE
8.01. Expiration. To the extent that an Option is not exercised within the
period of exercisability specified therein, it shall expire as to the then
unexercised part.
8.02. Quantity of Shares. In no event shall an Option granted hereunder be
exercised for a fraction of a Share or for less than one hundred Shares (unless
the number purchased is the total balance for which the Option is then
exercisable).
8.03. No Rights as Shareholder. A person entitled to receive Shares upon the
exercise of an Option shall not have the rights of a shareholder with respect to
such Shares until the date of issuance of a stock certificate to him or her for
such Shares; provided, however, that until such stock certificate is issued, any
holder of an Option using previously acquired shares of Common Stock in payment
of an option exercise price shall continue to have the rights of a shareholder
with respect to such previously acquired shares of Common Stock.
ARTICLE IX OPTION PERIOD AND EXERCISE OF OPTIONS
9.01. Exercisability. Any Option granted to an Eligible Director shall be
exercisable for a period beginning on the date of grant and ending ten (10)
years from the date of grant of such Option, except to the extent such exercise
is further limited or restricted pursuant to the provisions hereof.
9.02. Method of Exercise. Subject to the express provisions of the Plan, Options
granted under the Plan shall be exercised by the optionee as to all or part of
the Shares covered thereby by the giving of written notice of the exercise
thereof to the Corporate Secretary of the Company at the principal business
office of the Company, specifying the number of Shares to be purchased, the
proposed form of payment and specifying a business day not more than ten (10)
days from the date such notice is given for the payment of the purchase price
against delivery of the Shares being purchased. Subject to the terms of Articles
XV, XVI and XVII hereof, the Company shall cause certificates for the Shares so
purchased to be delivered at the principal business office of the Company,
against payment of the full purchase price, on the date specified in the notice
of exercise.
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ARTICLE X TERMINATION OF DIRECTORSHIP
10.01. Options Terminate. If an Eligible Director's service as a director of the
Company is terminated, any Option previously granted to such Eligible Director
shall, to the extent not theretofore exercised, terminate and become null and
void; provided, however, that:
(a) if an Eligible Director holding an outstanding Option dies
(including during either the three (3) month or one (1) year
period, whichever is applicable, specified in clause (b)
immediately below), such Option shall, to the extent not
theretofore exercised, remain exercisable for one (1) year
after such Eligible Director's death, by such Eligible
Director's legatee, distributee, guardian or legal or personal
representative; and
(b) if the service of an Eligible Director holding an outstanding
Option is terminated by reason of (i) such Eligible Director's
disability (as described in Section 22(e)(3) of the Code),
(ii) voluntary retirement from service as a director of the
Company, (iii) failure of the Company to nominate for
re-election such Eligible Director who is otherwise eligible,
except if such failure to nominate for re-election is due to
any act of (A) fraud or intentional misrepresentation or (B)
embezzlement, misappropriation or conversion of assets or
opportunities of the Company or any subsidiary corporation or
parent corporation of the Company (in which case, such Option
shall terminate and no longer be exercisable), or (iv) the
failure of such Eligible Director to be re-elected by
stockholders following nomination by the Company, such Option
shall, to the extent not previously exercised, remain
exercisable at any time up to and including (X) three (3)
months after the date of such termination of service in the
case of termination by reason of voluntary retirement, failure
of the Company to nominate for re-election such Eligible
Director who is otherwise eligible (subject to the above
exceptions thereto stated in this clause (b)), or failure of
such Eligible Director to be re-elected by stockholders
following nomination by the Company, and (Y) one (1) year
after the date of termination of service in the case of
termination by reason of disability.
10.02. Exercise by Legal Representative. If an Option granted hereunder shall be
exercised by the legal representative of a deceased Eligible Director or former
Eligible Director, or by a person who acquired an Option granted hereunder by
bequest or inheritance or by reason of the death of any Eligible Director or
former Eligible Director, written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the right of
such legal representative or other person to exercise such Option.
10.03. No Exercise After Expiration. Notwithstanding anything to the contrary
contained in this Article X, in no event shall any person be entitled to
exercise any Option after the expiration of the period of exercisability of such
Option, as specified therein.
ARTICLE XI USE OF PROCEEDS
The cash proceeds of the sale of Shares subject to the Options
granted hereunder are to be added to the general funds of the Company and used
for its general corporate purposes as the Board of Directors shall determine.
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ARTICLE XII NON-TRANSFERABILITY OF OPTIONS
An Option granted hereunder shall not be transferable, whether by
operation of law or otherwise, other than by will or the laws of descent and
distribution. Except to the extent provided above, Options also may not be
assigned, transferred, pledged, hypothecated or disposed of in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process.
ARTICLE XIII ADJUSTMENT OF SHARES; CHANGE IN CONTROL
13.01. Shares Subject to Options. Notwithstanding any other provision contained
herein, in the event of any change in the Shares subject to the Plan or to any
Option granted under the Plan (through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or other like change in the capital
structure of the Company), an adjustment shall be made to each outstanding
Option such that each such Option shall thereafter be exercisable for such
securities, cash and/or other property as would have been received in respect of
the Shares subject to such Option had such Option been exercised in full
immediately prior to such change, and such an adjustment shall be made
successively each time any such change shall occur. The term "Shares" after any
such change shall refer to the securities, cash and/or property then receivable
upon exercise of an Option. In addition, in the event of any such change, the
Board of Directors shall make any further adjustment to the maximum number of
Shares which may be acquired under the Plan pursuant to the exercise of Options,
the maximum number of shares for which Options may be granted to any one
Eligible Director and the number of Shares and price per Share subject to
outstanding Options as shall be equitable to prevent dilution or enlargement of
rights under such Options, and the determination of the Board of Directors as to
these matters shall be conclusive and binding on the optionee.
13.02. Change in Control. Notwithstanding any other provision of this Plan, if
there is a Change in Control of the Company, all then outstanding Options shall
immediately become exercisable. For purposes of this Section 13.02, a "Change in
Control" of the Company shall be deemed to have occurred upon any of the
following events:
(a) A change in control of the direction and administration of the
Company's business of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"); or
(b) During any period of two (2) consecutive years, the
individuals who at the beginning of such period constitute the
Board of Directors or any individuals who would be "Continuing
Directors" (as hereinafter defined) cease for any reason to
constitute at least a majority thereof; or
(c) The Common Stock shall cease to be publicly traded; or
(d) The Board of Directors shall approve a sale of all or
substantially all of the assets of the Company, and such
transaction shall have been consummated; or
(e) The Board of Directors shall approve any merger,
consolidation, or like business combination or reorganization
of the Company, the consummation of which would result in the
occurrence of any event described in Section 13.02(b) or (c)
above, and such transaction shall have been consummated.
Notwithstanding the foregoing, any spin-off of a division or subsidiary of the
Company to its shareholders shall not constitute a Change in Control of the
Company.
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13.03. Continuing Directors. For purposes of Section 13.02, "Continuing
Directors" shall mean the directors of the Company in office on the Effective
Date and any successor to any such director and any additional director who
after the date of such effectiveness (i) was nominated or selected by a majority
of the Continuing Directors in office at the time of his nomination or selection
and (ii) is not an "affiliate" or "associate" (as defined in Regulation 12B
under the Exchange Act) at the time of his nomination or selection of any person
who is the beneficial owner, directly or indirectly, of securities representing
ten percent (10%) or more of the combined voting power of the Company's
outstanding securities then ordinarily entitled to vote for the election of
directors.
ARTICLE XIV RIGHT TO TERMINATE SERVICE
The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the service of
any Eligible Director holding Options and shall not impose any obligation on the
part of any Eligible Director holding Options to remain in the service of the
Company or of any subsidiary corporation or parent corporation thereof.
ARTICLE XV PURCHASE FOR INVESTMENT
15.01. Written Statement. Except as hereinafter provided, the Board of Directors
may require the holder of an Option granted hereunder, as a condition to
exercise of such Option in the event the Shares subject to such Option are not
registered pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), and applicable state securities
laws, to execute and deliver to the Company a written statement, in form
satisfactory to the Board of Directors, in which such holder (a) represents and
warrants that such holder is purchasing or acquiring the Shares acquired
thereunder for such holder's own account for investment only and not with a view
to the resale or distribution thereof in violation of any federal or state
securities laws and (b) agrees that any subsequent resale or distribution of any
of such Shares shall be made only pursuant to either (i) an effective
registration statement covering such Shares under the Securities Act and
applicable state securities laws or (ii) specific exemptions from the
registration requirements of the Securities Act and any applicable state
securities laws, based on a written opinion of counsel, in form and substance
satisfactory to counsel for the Company, as to the application thereto of any
such exemptions.
15.02. No Obligation to Register. Nothing herein shall be construed as requiring
the Company to register Shares subject to any Option under the Securities Act or
any state securities law and, to the extent deemed necessary by the Company,
Shares issued upon exercise of an Option may contain a legend to the effect that
registration rights have not been granted with respect to such Shares.
ARTICLE XVI ISSUANCE OF STOCK CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES
16.01. Legend and Transfer Restrictions. The Company may endorse such legend or
legends upon the certificates for Shares issued upon exercise of Options granted
pursuant to the Plan and may issue such "stop transfer" instructions to its
transfer agent in respect of such Shares as the Board of Directors, in its
discretion, determines to be necessary or appropriate to (a) prevent a violation
of, or to perfect an exemption from, the registration requirements of the
Securities Act or (b) implement the provisions of the Plan and any agreement
between the Company and the optionee or grantee with respect to such Shares.
16.02. Payment of Expenses. The Company shall pay all issue or transfer taxes
with respect to the issuance or transfer of Shares, as well as all fees and
expenses necessarily incurred by the Company in connection with such issuance or
transfer, except fees and expenses that may be necessitated by the filing or
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amending of a registration statement under the Securities Act, which fees and
expenses shall be borne by the recipient of the Shares unless such registration
statement has been filed by the Company for its own corporate purpose (and the
Company so states) in which event the recipient of the Shares shall bear only
such fees and expenses as are attributable solely to the inclusion of the Shares
an optionee receives in the registration statement.
16.03. Shares Fully Paid and Nonassessable. All Shares issued as provided herein
shall be fully paid and nonassessable to the extent permitted by law.
ARTICLE XVII LISTING OF SHARES AND RELATED MATTERS
If at any time the listing, registration or qualification of the
Shares subject to such Option on any securities exchange or under any applicable
law, or the consent or approval of any governmental regulatory body, is
necessary as a condition of, or in connection with, the granting of an Option,
or the issuance of Shares thereunder, such Option may not be exercised in whole
or in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained.
ARTICLE XVIII MISCELLANEOUS
18.01. Amendment, Suspension or Termination of the Plan. The Board of Directors
may at any time amend, suspend or terminate the Plan. Options may not be granted
while the Plan is suspended or after it is terminated. Rights and obligations
under any Option granted while the Plan is in effect shall not be altered or
impaired by amendment, suspension or termination of the Plan, except upon the
consent of the person to whom the Option was granted. The ministerial power of
the Board of Directors to construe and administer any Options under Article IV
that are granted prior to the termination or the suspension of the Plan shall
continue after such termination or during such suspension.
18.02. Governing Law. The Plan, such Options as may be granted hereunder and all
related matters shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York from time to time in effect.
18.03. Partial Invalidity. The invalidity or illegality of any provision herein
shall not be deemed to affect the validity of any other provision.
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