EXHIBIT 99.1
AMENDED AND RESTATED
PRUDENTIAL STEEL LTD.
STOCK OPTION PLAN
The Stock Option Plan has been amended and restated to reflect the adoption and
amendment of the Plan by Maverick (as defined below) by certain resolution
contained in a written consent in lieu of meeting dated as of September 22,
2000, in connection with the consummation of the transactions contemplated by
the Combination Agreement by and among the Maverick and Prudential (as defined
below) dated effective as of June 11, 2000 and the Plan of Arrangement described
therein.
1. Definitions
In and for the purposes of this resolution:
"Act" means the Securities Act of 1933, as amended, together with the
rules and regulations promulgated thereunder, as the same may be
amended or reenacted from time to time;
"Alberta Act" means the Securities Act (Alberta) and the regulations
thereto, as the same may be amended or reenacted from time to time;
"Common Stock" means the common stock, $.01 par value per share, of
Maverick as constituted on the date of the adoption of this Plan by
Maverick;
"directors" means the board of directors of Maverick, and reference to
any action by the directors means action taken by them by resolution as
a board;
"employee" means any full-time employee of Prudential or any of its
direct or indirect subsidiaries;
"employment" means full-time employment with or any of its direct or
indirect subsidiaries;
"fair market value" means, at any date, the closing price of the Common
Stock on The New York Stock Exchange as reported by the Midwest edition
of the Wall Street Journal for the day immediately preceding such date,
or, if no sales of Common Stock were made on such Exchange on such day,
then on the next preceding day on which sales were made on such
Exchange;
"formal bid" has the meaning ascribed in the Alberta Act;
"Maverick" means Maverick Tube Corporation, a Delaware corporation;
"Plan" has the meaning ascribed in paragraph 2;
"Prudential" means Prudential Steel Ltd., an Alberta corporation and an
indirect wholly-owned subsidiary of Maverick.
"takeover bid" has the meaning ascribed in the Alberta Act, and
includes a takeover bid which is defined in the Alberta Act as an
exempt takeover bid; and
"termination of employment" means termination of employment for any
reason other than death or retirement.
2. Establishment of Plan
The directors hereby adopt and establish the Prudential Steel, Ltd. Stock Option
Plan (the "Plan") which shall be administered by the directors.
3. Grant Options
On the date of the adoption of this Plan by Maverick, options for the purchase
of an aggregate of 694,191 shares of Common Stock have been granted and are
outstanding. No further options may be granted under the Plan.
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4. Exercise of Options
Any option granted pursuant to the Plan shall be exercisable by written notice
given to Maverick specifying the number of shares of Common Stock in respect of
which such option is being so exercised at such time, accompanied by a certified
cheque in payment for such shares of Common Stock at the price per share
specified in such option, whereupon the purchase pursuant to such option of the
Common Stock so specified shall be deemed for all purposes to have been
completed and such option exercised to such extent.
Notwithstanding any other provision of the Plan, no option may be exercised
during the period (i) commencing with the announcement of an offeror's intention
to make a formal bid which is a takeover bid for Maverick and (ii) ending on the
expiry of such takeover bid, unless the directors issue a directors' circular
which recommends acceptance of the takeover bid.
5. Non-Assignability
Options granted pursuant to the Plan shall be non-assignable; and no such option
shall be exercisable except by the optionee or the legal personal representative
or representatives of the optionee.
6. Corporate Reorganizations
Notwithstanding anything herein contained, in the event of a proposed
reconstruction, reorganization or recapitalization of Maverick, or its
consolidation, amalgamation or merger into or with another corporation, or the
sale of all or substantially all of the assets of Maverick, Maverick shall have
the right to give written notice to any optionee or the legal personal
representative or representatives of such optionee, as the case may be,
specifying the period (not shorter than 30 days following the delivery of such
notice) at the expiry of which such option shall terminate, whereupon such
option shall terminate accordingly at the expiry of such period.
7. Adjustments
Appropriate adjustments in the number of shares of Common Stock optioned and in
the option price per share may be made by the directors in their discretion to
give effect to adjustments in the number of shares of Common Stock which result
from subdivisions, consolidations or reclassifications of the Common Stock of
Maverick, the payment of stock dividends by Maverick, or other relevant changes
in the capital of Maverick.
8. Amendment or Discontinuance of the Plan
The directors may amend or discontinue the Plan at any time but no such
amendment may extend the option period under any option beyond 10 years or,
without the consent of the optionee, alter or impair any option previously
granted to an optionee under the Plan.
9. Evidence of Options
Each option granted under the Plan shall be embodied in a written option
agreement between Maverick and the optionee which shall give effect to the
provisions of the Plan; provided, however, that options granted under the Plan
prior to adoption of the Plan by Maverick and embodied by written option
agreements between Prudential and the optionee shall, subject to adjustment to
give effect to Section 2.1(d) of the Plan of Arrangement under Section 186 of
the Business Corporations Act (Alberta) as amended, consolidated or reenacted,
contemplated in the Combination Agreement by and among Maverick and Prudential
dated effective as of June 11, 2000, as further amended and restated from time
to time, be deemed to embody the options granted under the Plan, as so adjusted.
