SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
TRICO MARINE SERVICES, INC.
(Name of Registrant as Specified In Its Charter)
BOARD OF DIRECTORS
TRICO MARINE SERVICES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-
11:1 (Set forth amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form of Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed
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Trico Marine Services, Inc.
610 Palm Street
Houma, Louisiana 70364
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Stockholders of Trico Marine Services, Inc.:
The annual meeting of stockholders of Trico Marine Services,
Inc. (the "Company") will be held at the J. W. Marriott, 5150
Westheimer Road, Houston, Texas, on May 22, 1997, at 10:00 a.m.,
local time, to consider and vote on:
1. The election of two directors for a three-year term.
2. A proposal to amend the Company's certificate of
incorporation to increase the number of authorized
shares of common stock of the Company.
3. A proposal to amend the Company's 1996 Incentive
Compensation Plan.
4. Such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of record of the Company's Common Stock at the
close of business on April 4, 1997, are entitled to notice of and
to vote at the annual meeting.
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. A PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO THE VOTING THEREOF.
By Order of the Board of Directors
/s/ Victor M. Perez
Victor M. Perez
Secretary
Houma, Louisiana
April 14, 1997
<PAGE>
Trico Marine Services, Inc.
610 Palm Street
Houma, Louisiana 70364
April 14, 1997
PROXY STATEMENT
This Proxy Statement is furnished to stockholders of Trico
Marine Services, Inc. (the "Company") in connection with the
solicitation on behalf of its Board of Directors (the "Board") of
proxies for use at the annual meeting of stockholders of the
Company to be held on May 22, 1997, at the time and place set
forth in the accompanying notice and at any adjournments thereof
(the "Meeting").
Only stockholders of record of the Company's common stock,
$0.01 par value per share ("Common Stock"), at the close of
business on April 4, 1997, are entitled to notice of and to vote
at the Meeting. On that date, the Company had outstanding
7,768,864 shares of Common Stock, each of which is entitled to
one vote. As of that date, the Board was not aware of any person
who beneficially owned more than 5% of the Company's outstanding
Common Stock.
The enclosed proxy may be revoked at any time prior to its
exercise by filing with the Secretary of the Company a written
revocation or duly executed proxy bearing a later date. The
proxy will also be deemed revoked with respect to any matter on
which the stockholder votes in person at the Meeting. Attendance
at the Meeting will not in and of itself constitute a revocation
of a proxy. Unless otherwise marked, properly executed proxies
in the form of the accompanying proxy card will be voted for the
election of the two nominees to the Board listed below and for
the approval of the proposals outlined herein.
This Proxy Statement is first being mailed to stockholders
on or about April 14, 1997. The cost of soliciting proxies
hereunder will be borne by the Company. Proxies may be solicited
by mail, personal interview, telephone and telegraph. Banks,
brokerage houses and other nominees or fiduciaries will be
requested to forward the soliciting material to their principals
and to obtain authorization for the execution of proxies. The
Company will, upon request, reimburse them for their expenses in
so acting. In addition, the Company has hired D. F. King & Co.,
Inc., a proxy solicitation firm, at a cost of $4,500, plus
reimbursement of expenses, to aid in the solicitation of proxies.
ELECTION OF DIRECTORS
General
The Company's Certificate of Incorporation provides for a
Board of Directors to be made up of three equal classes. The
members of each class serve three-year staggered terms with one
class to be elected at each annual meeting. The terms of Messrs.
Palmer and Greimann will expire at the Meeting. Accordingly,
proxies cannot be voted for more than two nominees.
Unless authority to vote for the election of directors is
withheld, the proxies solicited hereby will be voted FOR the
election of each individual named under "Nominees" below. If
either nominee should decline or be unable to serve for any
reason, votes will instead be cast for a substitute nominee
designated by the Board. The Board has no reason to believe that
either nominee will decline to be a candidate or, if elected,
will be unable or unwilling to serve. Under the Company's By-
Laws, directors are elected by a plurality vote.
The Board has nominated and urges you to vote FOR the
reelection of Messrs. Palmer and Greimann.
The following table sets forth, as of April 1, 1997, certain
information about the nominees for re-election to the Board and
the Company's other directors:
Principal Occupation Director Term
Nominees Age and Directorships in Since Expiring
Other Public Corporations
-------- ---- -------------------------- --------- ---------
Ronald O. Palmer 49 Executive Vice President 1993 2000
of the Company(1)
Garth H. Greimann 42 Managing Director of 1993 2000
Berkshire Partners LLC
(private equity investment
firm); Director: The Profit
Recovery Group International
(provider of accounts payable
and other recovery auditing
services)
H. K. Acord 63 Oil and gas consultant. 1997 1998
From 1993 to 1996, Mr.
Acord served as Executive
Vice President, Exploration and
Production Division of
Mobil Oil Corporation
("Mobil"). From 1989 to
1993, he served as a Vice
President, International
Producing Operations for
Mobil
Edward C. 51 Chairman of the Board of 1994 1998
Hutcheson, Jr. Castle Tower Corporation
(owner and manager of
wireless communications
towers) since November
1994. From January 1994
until October 1994, Mr.
Hutcheson was a self-
employed consultant and
investor. From March
1992 to December 1993,
Mr. Hutcheson served as
President and Chief
Operating Officer of
Baroid Corporation (an
energy services and
equipment provider);
Director: Titanium
Metals Corporation
(titanium sponge and mill
product producer)
Thomas E. Fairley 49 Chairman of the Board, 1993 1999
President and Chief Executive
Officer of the Company
Benjamin F. Bailar 62 Dean of the Jones 1994 1999
Graduate School of
Administration at Rice
University; Director:
U.S. Can Corporation,
Dana Corporation
(manufacturer of auto
parts) and Smith
International, Inc.
(product and service
provider to the oil and
gas drilling and
production industry)
- ----------------
(1) From 1980 to October 1993, Mr. Palmer served as Vice
President, Treasurer and Chief Financial Officer of
the Company's predecessor. He served in the same
position for the Company from October 1993 until
February 1995.
During 1996, the Board held seven meetings. Each director
of the Company attended at least 75% of the aggregate number of
meetings held during 1996 of the Board and committees of which he
was a member.
The Board has an Audit Committee and a Compensation
Committee. The Compensation Committee met two times in 1996.
The Audit Committee did not meet in 1996. The Audit Committee,
whose current members are Mr. Greimann and Dean Bailar, reviews
the Company's annual audit and meets with the Company's
independent public accountants to review the Company's internal
controls and financial management practices. The Compensation
Committee, whose current members are Messrs. Greimann and
Hutcheson, is responsible for determining the compensation of the
Company's key employees and administering the Company's stock
incentive plans.
Compensation of Directors
Each non-employee director receives an annual fee of
$12,500, plus $500 for each Board or committee meeting attended.
All directors are reimbursed for reasonable out-of-pocket
expenses incurred in attending Board and committee meetings.
The Board has approved, subject to stockholder approval at
the Meeting, certain amendments to the Company's 1996 Incentive
Compensation Plan. If approved, each non-employee director who
joins the Board after January 1, 1997 will receive options to buy
5,000 shares of the Company's Common Stock. In addition, each
non-employee director will receive 1,000 options on the day
following each annual meeting of stockholders while such plan
remains in effect. For more information on these grants, see
"Proposal to Approve Amendments to the 1996 Incentive
Compensation Plan - Terms of the Plan -- Grant of Options to
Outside Directors."
PROPOSAL TO AMEND THE COMPANY'S
CERTIFICATE OF INCORPORATION
Description of the Proposed Amendment
On March 11, 1996, the Board declared a two-for-one Common
Stock split in the form of a 100% stock dividend (the "Stock
Split"), subject to approval at the Meeting of a proposed
amendment of the Company's Certificate of Incorporation to
increase the number of shares of Common Stock which the Company
is authorized to issue from 15 million to 40 million. The Board
unanimously approved and directed that the proposed amendment be
presented to the stockholders for consideration at the Meeting.
Accordingly, it is proposed to amend paragraph 1 of Article
IV of the Company's Certificate of Incorporation to read as
follows:
"1. Authorized Stock. The Corporation
shall be authorized to issue an aggregate of
45,000,000 shares of capital stock of which
40,000,000 shares shall be Common Stock, $0.01
par value per share (the "Common Stock") and
5,000,000 shall be Preferred Stock, $0.01 par
value per share (the "Preferred Stock")."
Purposes and Effects of the Proposal
The proposed amendment will increase the total number of
authorized shares of Common Stock by an amount necessary to
effect the Stock Split, to cover adjustments to outstanding
options and to ensure that the Company has sufficient shares of
Common Stock available for future issuances as approved by the
Board of Directors for proper corporate purposes, including
acquisitions, equity financings and employee incentive and
compensation plans. In addition, the authorized stock will be
available for possible additional stock splits in the future.
The Company, as of April 4, 1997, had 7,840,896 shares of
Common Stock issued, of which 72,032 were held in the treasury of
the Company and 729,959 reserved for issuance upon the exercise
of outstanding employee options. Of the additional authorized
shares provided for by the proposed amendment, as of April 4,
1997 (assuming the approval by the stockholders at the Meeting of
the proposed amendments to the Company's 1996 Stock Incentive
Plan), 9,251,105 shares would be required to be reserved for
issuance under the Company's stock incentive plans and to effect
the Stock Split. The remaining shares of Common Stock will be a
part of the existing class of Common Stock and, if and when
issued, will have the same rights and privileges as the shares of
Common Stock presently issued and outstanding. The holders of
Common Stock of the Company are not entitled to preemptive rights
or cumulative voting.
Approval of this proposal will permit the Board to issue
additional shares of Common Stock without further stockholder
approval and upon such terms and at such times as it may
determine unless required by applicable law or regulatory
agencies or by the rules of the Nasdaq National Market or any
stock exchange on which the Company's securities may then be
listed. Although the Company may from time to time review
various transactions that could result in the issuance of Common
Stock, the Company currently has no agreements or commitments to
issue any of the additional shares of Common Stock (other than
issuing shares of Common Stock in connection with the Stock Split
or pursuant to stock options or employee compensation plans).
An increase in the authorized number of shares of Common
Stock could make more difficult, and thereby discourage, attempts
to acquire control of the Company, even though stockholders of
the Company may deem such an acquisition to be desirable. An
issuance of shares of Common Stock could dilute the ownership
interest and voting power of stockholders of the Company who are
seeking control of the Company. Shares of Common Stock could be
issued in a private placement to one or more persons or
organizations sympathetic to management and opposed to any
takeover bid, or under other circumstances that could make more
difficult, and thereby discourage, attempts to acquire control of
the Company. To the extent that it impedes any such attempts,
the proposed amendment may serve to perpetuate management.
The Board of Directors has concluded that the potential
benefits of the amendment to the Company and its stockholders
outweigh the possible disadvantages.
Purposes and Effects of the Stock Split
The Board of Directors anticipates that the increase in the
number of outstanding shares of Common Stock of the Company
resulting from the Stock Split will place the market price of the
Common Stock in a range more attractive to investors,
particularly individuals, and may result in a broader market for
the shares.
If the proposed amendment is adopted and the Stock Split
effected, each stockholder of record of Common Stock at the close
of business on May 23, 1997, would be the record owner of, and
entitled to receive a certificate or certificates representing
one additional share of Common Stock for each share of Common
Stock then owned of record by such stockholder. Each stockholder
of record of Common Stock as of the close of business on May 23,
1997, will be mailed a stock certificate for one additional share
of Common Stock for each share held by that stockholder at that
time. Consequently, certificates representing shares of Common
Stock should be retained by each stockholder and should not be
returned to the Company or to its transfer agent, as it will not
be necessary to submit outstanding certificates for exchange.
The Company has been advised by legal counsel that the
proposed Stock Split, if effected, will not result in gain or
loss or the realization of taxable income to owners of Common
Stock under existing United States Federal income tax laws. The
cost basis for tax purposes of each new share and each retained
share of Common Stock would be equal to one-half of the cost
basis for tax purposes of the retained share immediately
preceding the Stock Split. The laws of jurisdictions other than
the United States may impose income taxes on the issuance of the
additional shares and stockholders are urged to consult their own
tax advisors.
In accordance with the Company's 1996 Stock Incentive Plan
and 1993 Stock Option Plan, it will be necessary to make
appropriate adjustments in the number of shares and price of
Common Stock reserved for issuance pursuant to such plans. From
the effective date of the proposed Stock Split, shares reserved
for issuance pursuant to exercises of options or awards granted
under such plans will be doubled and the exercise price of
outstanding options will be divided by two.
Effective Date of Proposed Amendment and Issuance of Shares for
Stock Split
If the proposed amendment to the Company's Certificate of
Incorporation is adopted by the stockholders at the Meeting, the
amendment will become effective and the number of authorized
shares will be increased upon filing of the amendment with the
Secretary of State of Delaware.
The record date for the determination of the owners of
Common Stock entitled to a certificate or certificates
representing the additional shares resulting from the Stock Split
is May 23, 1997. Please do not destroy or send your present
stock certificates to the Company. If the proposed amendment is
adopted, those certificates will remain valid for the number of
shares shown thereon, and should be carefully preserved by you.
You will be mailed certificates only for the additional shares to
which you are entitled. It is anticipated that certificates for
additional shares will be mailed by June 9, 1997.
Required Vote
The affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the
Meeting is required for approval of the proposed amendment to the
Company's Certificate of Incorporation.
Recommendation of the Board of Directors
The Board of Directors recommends a vote FOR the proposal to
amend Article IV of the Company's Charter.
PROPOSAL TO APPROVE AMENDMENTS TO
THE 1996 INCENTIVE COMPENSATION PLAN
General
The Board believes that the growth of the Company depends
significantly upon the efforts of its officers, directors and key
employees and that such individuals are best motivated to put
forth maximum effort on behalf of the Company if they own an
equity interest in the Company. In accordance with this
philosophy, the Board adopted and the stockholders approved the
1996 Incentive Compensation Plan (the "Plan") prior to the
Company's initial public offering of its Common Stock. The Board
recently amended the Plan and has directed that the Plan, as
amended, be submitted for approval by the stockholders at the
Meeting.
Officers and other key employees of the Company are eligible
to receive awards ("Incentives") under the Plan when designated
by the Compensation Committee. With respect to participants not
subject to Section 162(m) of the Code, the Compensation Committee
may delegate its authority to grant Incentives under the Plan to
appropriate personnel of the Company. Presently, there are
approximately 25 key employees of the Company, including its
executive officers, who may be expected to participate in the
Plan. Incentives under the Plan may be granted to officers and
employees in any one or a combination of the following forms: (i)
incentive and non-qualified stock options; (ii) stock
appreciation rights; (iii) restricted stock; (iv) performance
shares, (v) stock awards; and (vi) cash awards.
In addition, if the amended Plan is approved by the
stockholders, directors of the Company who are not employees of
the Company ("Outside Directors") will be automatically granted
non-qualified stock options on an annual basis under the Plan.
There are currently four Outside Directors.
Purposes of the Proposal
The Board is committed to creating and maintaining a
compensation system based to a significant extent on grants of
equity-based incentive awards. The Board considers equity-based
incentives an important component of its efforts to attract and
retain talented individuals, an increasing need as the Company
continues to grow and require additional executive talent. In
addition, the Board believes that option grants help the Company
attain its long-term goals by linking the compensation of key
employees to shareholder returns. Only 95,125 shares of Common
Stock remained available for issuance under the Plan prior to its
amendment. The Board believes that approval of the Plan will
allow the Company to continue to provide members of management
and key personnel with a proprietary interest in the growth and
performance of the Company.
Terms of the Plan
The terms of the Plan are summarized below. The summary is
qualified by reference to the text of the Plan, which is attached
to this Proxy Statement as Exhibit A.
Shares Issuable through the Plan
The amendments to the Plan increased the total number of
shares of Common Stock with respect to which Incentives may be
granted under the Plan from 200,000 to 450,000 shares. As of
April 4, 1997, there were 107,975 shares subject to outstanding
options granted under the Plan to officers, directors and
employees. Incentives with respect to no more than 50,000 may be
granted to a single participant in one calendar year.
Shares of Common Stock subject to Incentives that are
cancelled, terminated or forfeited, or shares of Common Stock
that are issued as Incentives and forfeited or reacquired by the
Company, will again be available for issuance under the Plan. A
deduction from the shares issuable under the Plan will not be
made with respect to Incentives, such as stock appreciation
rights or performance shares, that are paid in cash rather than
stock. Additional rules for determining the number of shares
granted under the Plan may be made by the Compensation Committee
as deemed necessary.
Proportionate adjustments will be made to the number of
shares of Common Stock subject to the Plan, including shares
subject to outstanding Incentives, in the event of any
recapitalization, stock dividend, stock split, combination of
shares or other change in the Common Stock, and the terms of any
Incentive shall be adjusted to the extent appropriate to provide
participants with the same relative rights before and after the
occurrence of such an event. In the event of any merger,
consolidation or reorganization of the Company with any other
corporation or corporations, there will be substituted for each
of the shares of Common Stock subject to the Plan, including
shares subject to options, the number and kind of shares of stock
or other securities to which the holder of the Common Stock will
be entitled pursuant to the transaction.
If the proposed amendment to the Company's Certificate of
Incorporation and the amendments to the Plan are both approved by
the stockholders at the Meeting, the total number of additional
shares of Common Stock with respect to which Incentives may be
granted under the Plan, as amended, would increase from 340,125
to 680,250, after giving effect to the Stock Split.
On April 4, 1997, the closing sale price of a share of
Common Stock, as reported on the Nasdaq National Market, was $43.
Administration of the Plan
The Compensation Committee administers the Plan and has
plenary authority to award Incentives under the Plan to officers
and employees, to interpret the Plan, to establish any rules or
regulations relating to the Plan that it determines to be
appropriate, to delegate its authority as appropriate, and to
make any other determination that it believes necessary or
advisable for the proper administration of the Plan.
Amendments to the Plan
The Board may amend or discontinue the Plan at any time. No
amendment or discontinuance of the Plan may change or impair any
previously-granted Incentive without the consent of the recipient
thereof.
Types of Incentives
The Compensation Committee may grant the following types of
Incentives to officers and employees: non-qualified or incentive
stock options, restricted stock, stock appreciation rights,
performance shares, stock awards and cash awards. The various
types of Incentives are described further below:
Stock Options. The Compensation Committee may grant non-
qualified stock options or incentive stock options to purchase
shares of Common Stock. The Committee will determine the number
and exercise price of the options, provided that the option
exercise price may not be less than the fair market value of the
Common Stock on the date of grant. The term of the options, and
the time or times that the options become exercisable, will also
be determined by the Committee, provided that the term of an
incentive stock option may not exceed 10 years.
The option exercise price may be paid in cash, check, in
shares of Common Stock that, unless otherwise permitted by the
Compensation Committee, have been held for a least six months, or
through a broker-assisted exercise arrangement. The Compensation
Committee may also approve the purchase by the Company of an
unexercised stock option from the optionee by mutual agreement
for the difference between the exercise price and the fair market
value of the shares covered by the option.
Incentive stock options will be subject to certain
additional requirements necessary in order to qualify as
incentive stock options under Section 422 of the Code.
Restricted Stock. Shares of Common Stock may be granted by
the Compensation Committee to an eligible employee and made
subject to restrictions regarding their sale, pledge or other
transfer by the employee for a specified period (the "Restricted
Period"). All shares of restricted stock will be subject to such
restrictions as the Compensation Committee may designate in an
agreement with the employee, including, among other things, that
the shares are required to be forfeited or resold to the Company
in the event of termination of employment or in the event
specified performance goals or targets are not met. A Restricted
Period of at least three years is required, except that if
vesting is subject to the attainment of performance goals, a
minimum Restricted Period of one year is required. Subject to
the restrictions provided in the restricted stock agreement and
the Plan, a participant receiving restricted stock shall have all
of the rights of a shareholder as to such shares.
Stock Appreciation Rights. A stock appreciation right, or
"SAR," is a right to receive, without payment to the Company, a
number of shares of Common Stock, cash or any combination
thereof, the amount of which is determined pursuant to the
formula described below. A SAR may be granted in conjunction
with a stock option or alone without reference to any stock
option.
The Plan confers on the Compensation Committee discretion to
determine the number of shares to which a SAR will relate as well
as the duration and exercisability terms of a SAR. In the case
of a SAR granted with respect to a stock option, the number of
shares of Common Stock to which the SAR pertains will be reduced
in the same proportion that the holder exercises the related
option.
Upon exercise of an SAR, the holder is entitled to receive
an amount that is equal to the aggregate amount of the
appreciation in the shares of Common Stock as to which the SAR is
exercised. For this purpose, the "appreciation" in the shares
consists of the amount by which the fair market value of the
shares of Common Stock on the exercise date exceeds (i) in the
case of a SAR related to a stock option, the purchase price of
the shares under the option or (ii) in the case of a SAR granted
alone without reference to a related stock option, an amount
determined by the Compensation Committee at the time of grant.
Performance Shares. Performance Shares consist of the grant
by the Company to an eligible employee of a contingent right to
receive shares of Common Stock or cash. Each performance share
will be subject to the achievement of performance objectives by
the Company, an operating division or a subsidiary by the end of
or within a specified period. The number of shares granted and
the performance criteria will be determined by the Compensation
Committee. The award of performance shares shall not create any
rights in a participant as a stockholder of the Company until the
issuance of shares of Common Stock with respect to an award.
Performance shares may be awarded in conjunction with the grant
of dividend equivalent payment rights that entitle a participant
to receive an amount equal to the cash dividends paid on an equal
number of shares of Common Stock during the period beginning on
the date of grant of an award and ending on the date on which the
award is paid or forfeited.
Stock Awards. The Compensation Committee may grant shares
of Common Stock to a participant as additional compensation for
services previously provided to the Company.
Cash Awards. The Compensation Committee may grant a cash
award consisting of a monetary payment to a participant as
additional compensation for services to the Company. Payment of
a cash award may relate to the tax liability of a participant in
connection with the grant, exercise, or payment of an Incentive
or may depend upon achievement of performance objectives by the
Company or by individuals. Cash awards may be subject to other
terms and conditions, which may vary from time to time among
participants, as the Compensation Committee determines to be
appropriate.
Grant of Options to Outside Directors
The Plan provides for the automatic grant of options to
acquire 5,000 shares of Common Stock of the Company to each
person who becomes an Outside Director after January 1, 1997. In
addition, each Outside Director will receive an automatic grant
of options to acquire 1,000 shares of Common Stock on the day
following each annual meeting of stockholders while the Plan
remains in effect.
The options granted to Outside Directors are exercisable
immediately and have a term of ten years. If an Outside Director
ceases to serve on the Board of Directors for any reason,
exercisable options granted under the Plan must be exercised
within one year from the date of termination of Board service,
except that if a director retires from Board service on or after
reaching age 65, exercisable options may be exercised for a
period of five years, but no later than ten years following
grant. The exercise price of the Outside Director options will
be equal to the fair market value of a share of Common Stock on
the date of grant.
Termination of Employment.
If a participant (other than an Outside Director) ceases to
be an employee of the Company for any reason, including death,
any Incentive may be exercised, shall vest or shall expire at
such time or times as may be determined by the Compensation
Committee in the Incentive agreement with the participant.
Change of Control.
In the event of a change of control of the Company, as
defined in the Plan, all outstanding options and SARs granted
under the Plan automatically will become fully exercisable, all
restrictions or limitations on any Incentives will lapse and all
performance criteria and other conditions relating to the payment
of Incentives will be deemed to be achieved.
Transferability of Incentives.
Options, SARs and performance shares are transferable only
by will and by the laws of descent and distribution, except that
options may also be transferred pursuant to a domestic relations
order, to family members, to a family partnership, to a family
limited liability company or to a trust for the benefit of family
members, if permitted by the Compensation Committee and if
provided in the Incentive agreement or an amendment thereto.
Payment of Withholding Taxes in Stock.
A participant may, but is not required to, satisfy his or
her withholding tax obligation by electing to have the Company
withhold, from the shares the participant would otherwise receive
upon exercise or vesting of an Incentive, shares of Common Stock
having a value equal to the amount required to be withheld. This
election must be made prior to the date on which the amount of
tax to be withheld is determined and is subject to the
Compensation Committee's right of disapproval.
Awards to be Granted
The grant of awards to officers and employees under the Plan
is entirely in the discretion of the Compensation Committee. The
Compensation Committee has not yet made a determination as to the
awards to be granted to officers and employees under the Plan, if
it is approved by the stockholders. H. K. Acord received options
to purchase 5,000 shares of Common Stock when he joined the Board
in January 1997, subject to stockholder approval of the Plan at
the Annual Meeting. If the Plan is approved, each Outside
Director will receive options to purchase 1,000 shares on the day
following the 1997 Annual Meeting and each annual meeting
thereafter while the Plan remains in effect.
Federal Income Tax Consequences
Under existing federal income tax provisions, a participant
who receives stock options, SARs or performance shares or who
receives shares of restricted stock that are subject to
restrictions that create a "substantial risk of forfeiture"
(within the meaning of Section 83 of the Code) will not normally
realize any income, nor will the Company normally receive any
deduction for federal income tax purposes, in the year such
Incentive is granted.
When a non-qualified stock option granted pursuant to the
Plan is exercised, the employee will realize ordinary income
measured by the difference between the aggregate fair market
value of the shares of Common Stock on the exercise date and the
aggregate purchase price of the shares of Common Stock as to
which the option is exercised, and, subject to Section 162(m) of
the Code, the Company will be entitled to a deduction in the year
the option is exercised equal to the amount the employee is
required to treat as ordinary income.
An employee generally will not recognize any income upon the
exercise of any incentive stock option, but the excess of the
fair market value of the shares at the time of exercise over the
option price will be an item of adjustment, which may, depending
on particular factors relating to the employee, subject the
employee to the alternative minimum tax imposed by Section 55 of
the Code. An employee will recognize capital gain or loss in the
amount of the difference between the exercise price and the sale
price on the sale or exchange of stock acquired pursuant to the
exercise of an incentive stock option, provided the employee does
not dispose of such stock within either two years from the date
of grant or one year from the date of exercise of the incentive
stock option (the "required holding periods"). An employee
disposing of such shares before the expiration of the required
holding period will recognize ordinary income generally equal to
the difference between the option price and the fair market value
of the stock on the date of exercise. The remaining gain, if
any, will be capital gain. The Company will not be entitled to a
federal income tax deduction in connection with the exercise of
an incentive stock option, except where the employee disposes of
the Common Stock received upon exercise before the expiration of
the required holding periods.
When a SAR is exercised, the employee will recognize
ordinary income in the year the SAR is exercised equal to the
value of the appreciation that he is entitled to receive, and,
subject to Section 162(m) of the Code, the Company will be
entitled to a deduction in the same year and in the same amount.
An employee who receives restricted stock or performance
shares will normally recognize taxable income on the date the
shares become transferable or no longer subject to substantial
risk of forfeiture or on the date of their earlier disposition.
The amount of such taxable income will be equal to the amount by
which the fair market value of the shares of Common Stock on the
date such restrictions lapse (or any earlier date on which the
shares are disposed of) exceeds their purchase price, if any. An
employee may elect, however, to include in income in the year of
purchase or grant the excess of the fair market value of the
shares of Common Stock (without regard to any restrictions) on
the date of purchase or grant over its purchase price. Subject
to the limitations imposed by Section 162(m) of the Code, the
Company will be entitled to a deduction for compensation paid in
the same year and in the same amount as income is realized by the
employee. Dividends currently paid to the participant will be
taxable compensation income to the participant and deductible by
the Company.
A participant who receives a stock award under the Plan will
realize ordinary income in the year of the award equal to the
fair market value of the shares of Common Stock covered by the
award on the date it is made and, subject to Section 162(m) of
the Code, the Company will be entitled to a deduction equal to
the amount the employee is required to treat as ordinary income.
An employee who receives a cash award will realize ordinary
income in the year the award is paid equal to the amount thereof
and the amount of the cash award will be deductible by the
Company, subject to Section 162(m) of the Code.
When the exercisability or vesting of an Incentive granted
under the Plan is accelerated upon a change of control, any
excess on the date of the change in control of the fair market
value of the shares or cash issued under Incentives over the
purchase price of such shares may be characterized as "parachute
payments" (within the meaning of Section 280G of the Code) if the
sum of such amounts and any other such contingent payments
received by the employee exceeds an amount equal to three times
the "base amount" for such employee. The base amount generally
is the average of the annual compensation of such employee for
the five years preceding such change in ownership or control. An
"excess parachute payment" with respect to any employee, is the
excess of the present value of the parachute payments to such
person, in the aggregate, over and above such person's base
amount. If the amounts received by an employee upon a change in
control are characterized as parachute payments, such employee
will be subject to a 20% excise tax on the excess parachute
payments pursuant to Section 4999 of the Code, and the Company
will be denied any deduction with respect to such excess
parachute payments.
This summary of federal income tax consequences does not
purport to be complete. Reference should be made to the
applicable provisions of the Code. There also may be state and
local income tax consequences applicable to transactions
involving Incentives.
Vote Required
The affirmative vote of the holders of a majority of the
total voting power present or represented at the Annual Meeting
is required for approval of the Plan.
The Board of Directors unanimously recommends that
shareholders vote FOR the proposed amendments to the 1996
Incentive Compensation Plan.
SECURITY HOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the beneficial ownership of Common
Stock of each director and nominee of the Company, each executive
officer of the Company, and all directors and executive officers
of the Company as a group as of March 15, 1997, determined in
accordance with Rule 13d-3 under the Securities Exchange Act of
1934. Unless otherwise indicated, the securities are held with
sole voting and investment power.
Name of Beneficial Owner No. of Percent
Shares of Class
------------------------ ------ --------
Thomas E. Fairley 248,413(1) 3.1%
Ronald O. Palmer 248,413(1) 3.1%
Benjamin F. Bailar 17,000(2) *
Garth H. Greimann 39,194(3) *
Edward C. Hutcheson, Jr. 10,500 *
H. K. Acord 1,000 *
Victor M. Perez 119,945(1) 1.5%
Michael D. Cain 21,055(1) *
Kenneth W. Bourgeois 21,055(1) *
All directors and executive 726,575(4) 8.6%
officers as a group (9 persons)
- ----------------
* Less than one percent
(1) Includes the following number of shares subject to options
exercisable within 60 days: Mr. Fairley, 243,304; Mr.
Palmer, 237,813; Mr. Perez, 119,945; Mr. Cain, 21,055; and
Mr. Bourgeois, 21,055.
(2) Shares beneficially owned by Dean Bailar are owned by a
trust of which Dean Bailar is the sole trustee and
beneficiary.
(3) Includes 28,566 shares held by an affiliate of Mr. Greimann
for which Mr. Greimann has voting and investment power. Mr.
Greimann disclaims beneficial ownership of such shares.
(4) Includes 643,172 shares subject to options exercisable with
60 days held by executive officers.
EXECUTIVE COMPENSATION
Annual Compensation
The following table sets forth all cash compensation and
options granted for the three years ended December 31, 1996, to
the Company's Chief Executive Officer and each of its four most
highly compensated executive officers (collectively, the "Named
Executive Officers").
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
_____________________________________ _____________
No. of Shares
Other Underlying
Annual Options All Other
Name and Principal Position Year Salary Bonus Compensation<F1> Granted Compensation
____________________________ ______ ______ ______ _____________ ________ _____________
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Fairley, 1996 $150,000 $90,000 $ --- 10,000 $ ---
President and 1995 $150,000 $ --- $ --- --- $ ---
Chief Executive 1994 $150,000 $ --- $ --- --- $ ---
Officer
Ronald O. Palmer, 1996 $150,000 $90,000 $ --- 10,000 $ ---
Executive Vice 1995 $150,000 $ --- $ --- --- $ ---
President 1994 $150,000 $ --- $ --- --- $ ---
Victor M. Perez, 1996 $135,000 $81,000 $ --- 10,000 $ ---
Vice President, 1995 $135,000 $ --- $ --- 151,265 $ ---
Chief Financial
Officer and
Treasurer<F2>
Michael D. Cain, 1996 $80,000 $24,000 $ --- 10,000 $ ---
Vice President - 1995 $61,000 $36,694 $ --- --- $ ---
Marketing 1994 $42,000 $41,112 $ --- --- $ ---
Kenneth W. Bourgeois, 1996 $90,000 $34,000 $ --- 10,000 $ ---
Vice President 1995 $90,000 $ 7,200 $ --- --- $ ---
and Controller 1994 $84,000 $ 7,500 $ --- --- $ ---
<F1> Prerequisites and other personal benefits paid to each
Named Executive Officer in any of the years presented
did not exceed the lesser of $50,000 or 10% of such
Named Executive Officer's salary and bonus for that
year.
<F2> Mr. Perez joined the Company in February 1995.
</TABLE>
1996 Stock Option Grants
The following table contains information concerning the
grant of stock options and stock appreciation rights
("SARs") to the Named Executive Officers during 1996.
1996 STOCK OPTION GRANTS
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of
% of Total Stock Price Appreciation for
No. of Shares Options Option-term
Underlying Granted to ____________________________
Options Employees Exercise Expiration
Name Granted in 1996 Price Date 5% 10%
_____________ _____________ __________ ________ ___________ __________ __________
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Fairley 10,000 9.5% 16.00 4/30/06 $ 100,623 $ 254,999
Ronald O. Palmer 10,000 9.5% 16.00 4/30/06 $ 100,623 $ 254,999
Victor M. Perez 10,000 9.5% 16.00 4/30/06 $ 100,623 $ 254,999
Michael D. Cain 10,000 9.5% 16.00 4/30/06 $ 100,623 $ 254,999
Kenneth W. Bourgeois 10,000 9.5% 16.00 4/30/06 $ 100,623 $ 254,999
</TABLE>
AGGREGATE OPTION EXERCISES DURING 1996
AND OPTION VALUES AT YEAR END
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Year End (#) Year End<F1>
______________ ______________
Shares Acquired Value Exercisable/ Exercisable/
on Exercise(#) Realized Unexercisable Unexercisable
_______________ _________ _____________ ______________
Thomas E. Fairley 18,803 $ 752,740 243,304/0 $11,093,979/0
Ronald O. Palmer 24,294 $1,014,551 237,813/0 $10,840,404/0
Victor M. Perez 41,320 $1,536,278 119,945/0 $ 5,397,260/0
Michael D. Cain 3,351 $ 124,590 21,055/0 $ 830,520/0
Kenneth W. Bourgeois 3,351 $ 124,590 21,055/0 $ 830,520/0
________________
<F1> Based on the difference between the closing sale price
of Common Stock of $48.00 on December 31, 1996, as
reported by the Nasdaq National Market and the
exercise price of such options.
Change of Control Agreements
The Company has entered into agreements with certain of its
executive officers, including the Named Executive Officers,
which, among other things, provide for certain payments and
benefits to the executive if his or her employment is terminated.
If the officer's employment is terminated for any reason other
than cause, defined as (i) a conviction or a plea of nolo
contendere to a felony, (ii) gross negligence in the performance
of the officer's duties, continuing after the officer's receipt
of notice of such gross negligence from the Company, (iii) a
material violation of the terms of the employment agreement or
(iv) gross misconduct on the officer's part that is injurious to
the Company, he will receive one year's salary, any cash bonus
still payable from the year preceding the officer's termination
and any non-cash benefits that he received prior to termination.
The officer will receive the same severance package in the event
of a change of control of the Company that is not initiated by
someone who is or has been an employee of the Company. In the
case of a change in control initiated by a present or past
employee of the Company, the officer has the option either to
receive the severance package or continue in his position with
the Company.
Compensation Committee Interlocks and Insider Participation
No executive officer of the Company served in 1996 as a
director, or member of the compensation committee, of another
entity one of whose executive officers served as a director, or
on the Compensation Committee, of the Company.
Compensation Committee's Report on Executive Compensation
General
The Compensation Committee, which is currently comprised of
two non-employee directors, oversees the compensation of the
Company's key employees and administers the Company's incentive
compensation plans. No member of the Compensation Committee is a
former or current officer or employee of the Company.
The compensation of the Company's executive officers is
designed to attract and retain executive talent and to align the
compensation of the Company's executives with the success of the
Company. Toward that end, the Company's executive compensation
program has been structured to (i) provide a total compensation
package that is competitive with the compensation of executives
holding similar positions at comparable firms; (ii) reward
individual and overall Company performance and (iii) link
executive compensation to achievement of the Company's long-term
and short-term strategic goals.
The Compensation Committee has retained the services of an
independent compensation consulting firm to assist the
Compensation Committee in evaluating the Company's executive
compensation program. The Compensation Committee has
commissioned the consulting firm to conduct an analysis of
executive compensation at firms that are comparable to the
Company. The Compensation Committee will use such analyses as a
factor in setting 1997 and future executive compensation levels.
Base Salary and Annual Incentive Compensation
Base Salary. The Compensation Committee establishes the
base salaries of the Company's key employees at levels it deems
necessary to attract and retain executive talent. Generally,
base salaries for executives are reviewed annually and, if
appropriate, adjusted based on individual performance, increases
in general levels of compensation for executives at comparable
firms and the Company's overall financial results.
Annual Cash Incentive Compensation. Annual cash incentive
bonuses are paid to the Company's key employees in an effort to
provide a fully competitive compensation package, which is linked
to the Company's attainment of its short-term goals. The Board
has established EBITDA (earnings before interest, taxes,
depreciation and amortization) growth as the Company's primary
short-term strategic goal. In order to tie executive
compensation to achievement of the Company's EBITDA targets, the
Company's key executives received a percentage of their base
salary, which percentage was determined by the Company's 1996
EBITDA, as an additional cash bonus.
Stock-Based Incentive Compensation. The purpose of the
Company's stock incentive program is to link management to
stockholders by focusing on intermediate and long-term results.
In 1996, the Committee sought to accomplish these objectives by
granting stock options to certain of the Company's key employees.
Prior to the Company's initial public offering in May 1996,
options to purchase 10,000 shares of common stock were granted to
each of the Named Executive Officers. These options vested in
50% increments upon the 25% and 40% appreciation, respectively,
of the price of the common stock price from its initial public
offering price.
Position Regarding Compliance with Section 162(m) of the
Internal Revenue Code. Section 162(m) of the Internal Revenue
Code of 1986, as amended, limits the deduction allowable to the
Company for compensation paid to each of the Named Executive
Officers in any year to $1 million. Qualified performance-based
compensation is excluded from this deduction limitation if
certain requirements are met. Stock options granted by the
Company have been structured to qualify as performance-based.
Although no executive officer of the Company reached the
deductibility cap in 1996, the Committee plans to continue to
evaluate the Company's cash and stock incentive programs as to
the advisability of future compliance with Section 162(m).
Compensation for the Chief Executive Officer
Mr. Fairley's salary has remained constant at $150,000 for
the last three years. His base salary was established by
considering various factors, including his experience and
performance and the extent to which his total compensation
package was at risk under incentive compensation programs. The
Committee believes that Mr. Fairley's 1996 salary is below the
median of salaries for chief executive officers of similar firms.
As a result of the significant improvement in the Company's
EBITDA in 1996 over 1995, an annual incentive bonus of $90,000
was paid to Mr. Fairley. Thus, more than 35% of Mr. Fairley's
total cash compensation was based upon achievement of the
Company's short-term strategic goals.
During 1996, Mr. Fairley received grants of stock options
for 10,000 shares of Common Stock as discussed above. Mr.
Fairley's stock options were granted on the same terms as those
granted to other officers and described in this report. The size
of these awards was determined by the Committee based upon an
analysis of the stock based compensation plans of similar firms.
The Compensation Committee
Garth H. Greimann Edward C. Hutcheson, Jr.
Performance Graph
The graph below compares the total stockholder return on the
Company's Common Stock since its initial public offering on May
16, 1996 until December 31, 1996 with the total return on the S&P
500 Index and the Company's Peer Group Index for the same period,
in each case assuming the investment of $100 on May 16, 1996 at
the initial public offering price of $16.00 per share. The
Company's Peer Group Index consists of Petroleum Helicopters,
Inc. Voting Common Stock (PHEL), Offshore Logistics, Inc. (OLOG),
Tidewater Inc. (TDW), SEACOR Holdings, Inc. (CKH) and Hvide
Marine Incorporated Class A Common Stock (HMAR). The initial
public offering of the Class A Common Stock of HMAR was on August
13, 1996.
[graph inserted here]
Total Return
May 6, 1996 December 31,1996
----------- ----------------
Trico 100 300
S&P 500 100 112
Peer Group Index 100 114
Certain Transactions
Pursuant to a management agreement (the "Management
Agreement") between the Company and the predecessor of Berkshire
Partners LLC ("Berkshire"), of which Mr. Greimann is a managing
director, in 1996, the Company paid $75,000 to Berkshire for
management and other consulting services in the areas of
financial and strategic corporate planning. The Management
Agreement was terminated upon completion of the Company's initial
public offering in May 1996.
In connection with the Company's initial capitalization, the
Company issued approximately $10.8 million in aggregate principal
amount of 9% Subordinated Notes (the "Notes") to its stockholders
in amounts proportionate to each stockholder's equity investment
in the Company. The Company issued the following principal
amount of Notes to the following persons: $9,911,042 to Berkshire
Fund III, A Limited Partnership (a private equity fund managed by
Berkshire) and other Berkshire affiliates, $226,700 to Trico
Nautical Inc., a corporation owned by Messrs. Fairley and Palmer,
$112,490 to each of Messrs. Fairley and Palmer, $66,665 to each
of Messrs. Bailar and Hutcheson, $29,528 to Mr. Greimann, $16,667
to Mr. Perez and $12,900 to each of Messrs. Cain and Bourgeois.
Interest on the Notes was paid by issuing additional Notes for
the amount of interest due on the Notes.
With proceeds from the Company's initial public offering,
the Company repaid approximately $6.1 million of the Notes owned
by Berkshire Fund III, A Limited Partnership and various other
Berkshire affiliates. The approximately $7.5 million in
principal amount of Notes outstanding after this repayment were
exchanged for shares of Common Stock, and each Noteholder
received that number of shares equal to the principal amount of
Notes he or she held divided by $16, the initial public offering
price per share. Upon conversion, Berkshire Fund III, A Limited
Partnership and other Berkshire affiliates received 407,015
shares, Trico Nautical Inc. received 17,724 shares, each of
Messrs. Fairley and Palmer received 8,795 shares, Mr. Greimann
received 2,309 shares, each of Messrs. Hutcheson and Bailar
received 4,696 shares, Mr. Perez received 1,161 shares and each
of Messrs. Bourgeois and Cain received 1,009 shares.
As a result of their participation in the Company's initial
public offering and its secondary offering in November 1996,
Berkshire and its affiliates, except Mr. Greimann and Carl
Ferenbach (a former director of the Company), sold to the public
all of their stock in the Company, which represented
approximately 91.1% of the Company's outstanding stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors, executive officers and 10%
stockholders to file with the SEC reports of ownership and
changes in ownership of equity securities of the Company. During
1996, all such reports were timely filed.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the year
ended December 31, 1996, were audited by the firm of Coopers &
Lybrand LLP. Under the resolution appointing Coopers & Lybrand
LLP to audit the Company's financial statements, such firm will
remain as the Company's auditors until replaced by the Board.
Representatives of Coopers & Lybrand LLP are expected to be
present at the Meeting, with the opportunity to make any
statement they desire at that time, and will be available to
respond to appropriate questions.
OTHER MATTERS
Quorum and Voting of Proxies
The presence, in person or by proxy, of a majority of the
outstanding shares of Common Stock is necessary to constitute a
quorum. Stockholders voting, or abstaining from voting, by proxy
on any issue will be counted as present for purposes of
constituting a quorum. If a quorum is present, the election of
directors is determined by plurality vote, and the affirmative
vote of a majority of the shares present or represented by proxy
and entitled to vote is required to approve the two proposals
made herein. An abstention will have the effect of a vote
against the proposals. If brokers do not receive instructions
from beneficial owners as to the granting or withholding of
proxies and may not or do not exercise discretionary power to
grant a proxy with respect to such shares (a "broker non-vote")
on the proposals, shares not voted on the proposals as a result
will be counted as not present and not cast with respect to the
proposals.
All proxies received by the Company in the form enclosed
will be voted as specified and, in the absence of instructions to
the contrary, will be voted for the election of the nominees
named herein and for the approval of the proposals outlined
above. The Company does not know of any matters to be presented
at the Meeting other than those described herein. However, if
any other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the
shares represented by them in accordance with their best
judgment.
Stockholder Proposals and Director Nominations
Beginning with the Company's 1998 annual meeting, for any
person other than a person nominated by the Board to be eligible
for nomination for election as a director, advance notice must be
provided to the Company's Secretary not more than 270 days and
not less than 60 days in advance of the anniversary of the
preceding year's annual meeting of stockholders. This notice
shall state (a) the name and business and residential addresses
of the nominating stockholder and any person acting in concert
with the nominating stockholder, (b) the number of shares of
Common Stock owned by the nominating stockholder and the dates on
which these shares were acquired, (c) a representation that the
nominating stockholder intends to appear in person or by proxy at
the Meeting to make the proposed nomination, (d) a description of
all arrangements or understandings between the nominating
stockholder, any person acting in concert with the nominating
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the nominating stockholder, and
(e) the name, age and business and residential addresses of each
proposed nominee, each proposed nominee's principal occupation or
employment and the number of shares of Common Stock beneficially
owned by each proposed nominee along with such other information
regarding each proposed nominee as would be required to be
included in a proxy statement filed pursuant to the proxy rules
of the SEC, had the nominee been proposed by the Board.
Eligible stockholders who desire to present a proposal
qualified for inclusion in the proxy materials relating to the
Company's 1998 annual meeting pursuant to regulations of the
Securities and Exchange Commission, must forward such proposals
to the Secretary of the Company at the address listed on the
first page of this Proxy Statement in time to arrive at the
Company prior to December 16, 1997. Under the Company's By-laws,
advance notice of stockholder proposals must be received by March
24, 1998 in order to be considered at the 1998 annual meeting.
By Order of the Board of Directors
/s/ Victor M. Perez
Victor M. Perez
Secretary
Houma, Louisiana
April 14, 1997
<PAGE>
EXHIBIT A
AMENDED AND RESTATED
TRICO MARINE SERVICES, INC.
1996 INCENTIVE COMPENSATION PLAN
(2) Purpose. The purpose of the 1996 Incentive
Compensation Plan (the "Plan") of Trico Marine Services, Inc.
("Trico") is to increase shareholder value and to advance the
interests of Trico and its subsidiaries (collectively, the
"Company") by furnishing a variety of economic incentives (the
"Incentives") designed to attract, retain and motivate employees
and officers and to strengthen the mutuality of interests between
such employees and officers and Trico's shareholders. Incentives
may consist of opportunities to purchase or receive shares of
Trico's common stock, $.01 par value per share (the "Common
Stock"), on terms determined under the Plan. As used in the
Plan, the term "subsidiary" means any corporation of which Trico
owns (directly or indirectly) within the meaning of Section
425(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), 50% or more of the total combined voting power of all
classes of stock. Any Incentives granted hereunder, prior to
approval of the Plan by the shareholders of Trico, shall be
granted subject to such approval.
(3) Administration.
(1) Committee. The Plan shall be administered by the
compensation committee of the Board of Directors of Trico,
or by a subcommittee of the compensation committee. The
committee or subcommittee that administers the Plan shall be
referred to hereinafter as the "Committee". The Committee
shall consist of not fewer than two members of the Board of
Directors, each of whom shall (a) qualify as a non-employee
director under Rule 16b-3 under the Securities Exchange Act
of 1934 (the "1934 Act"), as currently in effect or any
successor rule, and (b) qualify as an "outside director"
under Section 162(m) of the Code.
(2) Authority. The Committee shall have plenary
authority to award Incentives under the Plan, to interpret
the Plan, to establish any rules or regulations relating to
the Plan that it determines to be appropriate, to enter into
agreements with participants as to the terms of the
Incentives (the "Incentive Agreements") and to make any
other determination that it believes necessary or advisable
for the proper administration of the Plan. Its decisions in
matters relating to the Plan shall be final and conclusive
on the Company and participants. The Committee may delegate
its authority hereunder to the extent provided in Section 3
hereof.
(4) Eligible Participants. Officers and key employees of
the Company (including officers who also serve as directors of
the Company) shall become eligible to receive Incentives under
the Plan when designated by the Committee. Participants may be
designated individually or by groups or categories, as the
Committee deems appropriate. With respect to participants not
subject to Section 16 of the 1934 Act or Section 162(m) of the
Code,, the Committee may delegate to appropriate personnel of the
Company its authority to designate participants, to determine the
size and type of Incentives to be received by those participants
and to determine or modify performance objectives for those
participants.
(5) Types of Incentives. Incentives may be granted under
the Plan to eligible participants in any of the following forms,
either individually or in combination, (a) non-qualified and
incentive stock options; (b) stock appreciation rights ("SARs")
(c) restricted stock; (d) performance shares; (e) stock awards;
and (f) cash awards.
(6) Shares Subject to the Plan.
(1) Number of Shares. Subject to adjustment as
provided in Section 12.6, the total number of shares of
Common Stock with respect to which Incentives may be granted
under the Plan shall not exceed 450,000 shares during the
effectiveness of the Plan. Incentives with respect to no
more than 50,000 shares of Common Stock may be granted
through the plan to a single participant in one calendar
year. In the event that a stock option, SAR or performance
share granted hereunder expires or is terminated or
cancelled prior to exercise or payment, any shares of Common
Stock that were issuable thereunder may be issued again
under the Plan. In the event that shares of Common Stock
are issued as Incentives under the Plan and thereafter are
forfeited or reacquired by the Company pursuant to rights
reserved upon issuance thereof, such forfeited and
reacquired shares may be issued again under the Plan. If an
Incentive is to be paid in cash by its terms, the Committee
need not make a deduction from the shares of Common Stock
issuable under the Plan with respect thereto. If and to the
extent that an Incentive may be paid in cash or shares of
Common Stock, the total number of shares available for
issuance hereunder shall be decreased by the number of
shares payable under such Incentive, provided that upon any
payment of all or part of such Incentive in cash, the total
number of shares available for issuance hereunder shall be
increased by the appropriate number of shares represented by
the cash payment, as determined in the sole discretion of
the Committee. Additional rules for determining the number
of shares granted under the Plan may be made by the
Committee, as it deems necessary or appropriate.
(2) Type of Common Stock. Common Stock issued under
the Plan may be authorized and unissued shares or issued
shares held as treasury shares.
(7) Stock Options. A stock option is a right to purchase
shares of Common Stock from Trico. Each stock option granted by
the Committee under this Plan shall be subject to the following
terms and conditions:
(1) Price. The exercise price per share shall be
determined by the Committee, subject to adjustment under
Section 12.6; provided that in no event shall the exercise
price be less than the Fair Market Value of a share of
Common Stock on the date of grant.
(2) Number. The number of shares of Common Stock
subject to the option shall be determined by the Committee,
subject to Section 5.1 and subject to adjustment as provided
in Section 12.6.
(3) Duration and Time for Exercise. Subject to ear-
lier termination as provided in Section 12.4, the term of
each stock option shall be determined by the Committee.
Each stock option shall become exercisable at such time or
times during its term as shall be determined by the
Committee. The Committee may accelerate the exercisability
of any stock option at any time.
(4) Repurchase. Upon approval of the Committee, the
Company may repurchase all or a portion of a previously
granted stock option from a participant by mutual agreement
before such option has been exercised by payment to the
participant of cash or Common Stock or a combination thereof
with a value equal to the amount per share by which: (a)
the Fair Market Value (as defined in Section 12.13) of the
Common Stock subject to the option on the business day
immediately preceding the date of purchase exceeds (b) the
exercise price.
(5) Manner of Exercise. A stock option may be exer-
cised, in whole or in part, by giving written notice to the
Company, specifying the number of shares of Common Stock to
be purchased. The exercise notice shall be accompanied by
the full purchase price for such shares. The option price
shall be payable in United States dollars and may be paid by
(a) cash; (b) uncertified or certified check; (c) delivery
of shares of Common Stock, which shares shall be valued for
this purpose at the Fair Market Value on the business day
immediately preceding the date such option is exercised and,
unless otherwise determined by the Committee, shall have
been held by the optionee for at least six months; (d) if
permitted by the Committee, delivery of a properly executed
exercise notice together with irrevocable instructions to a
broker approved by the Company (with a copy to the Company)
to deliver promptly to the Company the amount of sale or
loan proceeds to pay the exercise price; or (e) in such
other manner as may be authorized from time to time by the
Committee. In the case of delivery of an uncertified check
upon exercise of a stock option, no shares shall be issued
until the check has been paid in full. Prior to the
issuance of shares of Common Stock upon the exercise of a
stock option, a participant shall have no rights as a
shareholder.
(6) Incentive Stock Options. Notwithstanding
anything in the Plan to the contrary, the following
additional provisions shall apply to the grant of stock
options that are intended to qualify as incentive stock
options (as such term is defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"):
(a) Any incentive stock option authorized under
the Plan shall contain such other provisions as the
Committee shall deem advisable, but shall in all
events be consistent with and contain or be deemed to
contain all provisions required in order to qualify
the options as incentive stock options;
(b) All incentive stock options must be granted
within ten years from the date on which this Plan was
adopted by the Board of Directors;
(c) Unless sooner exercised, all incentive
stock options shall expire no later than ten years
after the date of grant;
(d) No incentive stock option shall be granted
to any participant who, at the time such option is
granted, would own (within the meaning of Section 422
of the Code) stock possessing more than 10% of the
total combined voting power of all classes of stock of
the employer corporation or of its parent or
subsidiary corporation; and
(e) The aggregate Fair Market Value (determined
with respect to each incentive stock option as of the
time such incentive stock option is granted) of the
Common Stock with respect to which incentive stock
options are exercisable for the first time by a
participant during any calendar year (under the Plan
or any other plan of the Company) shall not exceed
$100,000. To the extent that such limitation is
exceeded, such options shall not be treated, for
federal income tax purposes, as incentive stock
options.
(8) Restricted Stock.
(1) Grant of Restricted Stock. The Committee may
award shares of restricted stock to such key employees as
the Committee determines to be eligible pursuant to the
terms of Section 3. An award of restricted stock may be
subject to the attainment of specified performance goals or
targets, restrictions on transfer, forfeitability provisions
and such other terms and conditions as the Committee may
determine, subject to the provisions of the Plan. To the
extent restricted stock is intended to qualify as
performance based compensation under Section 162(m) of the
Code, it must meet the additional requirements imposed
thereby.
(2) The Restricted Period. At the time an award of
restricted stock is made, the Committee shall establish a
period of time during which the transfer of the shares of
restricted stock shall be restricted (the "Restricted
Period"). Each award of restricted stock may have a
different Restricted Period. A Restricted Period of at
least three years is required, except that if vesting of the
shares is subject to the attainment of specified performance
goals, a Restricted Period of one year or more is permitted.
Unless otherwise provided in the Incentive Agreement, the
Committee may in its discretion declare the Restricted
Period terminated and permit the sale or transfer of the
restricted stock. The expiration of the Restricted Period
shall also occur as provided under Section 12.4.
(3) Escrow. The participant receiving restricted
stock shall enter into an Incentive Agreement with the
Company setting forth the conditions of the grant.
Certificates representing shares of restricted stock shall
be registered in the name of the participant and deposited
with the Company, together with a stock power endorsed in
blank by the participant. Each such certificate shall bear
a legend in substantially the following form:
The transferability of this certificate and the
shares of Common Stock represented by it is
subject to the terms and conditions (including
conditions of forfeiture) contained in the Trico
Marine Services, Inc. 1996 Incentive Compensation
Plan (the "Plan") and an agreement entered into
between the registered owner and Trico Marine
Services, Inc. thereunder. Copies of the Plan
and the agreement are on file and available for
inspection at the principal office of the
Company.
(4) Dividends on Restricted Stock. Any and all cash
and stock dividends paid with respect to the shares of
restricted stock shall be subject to any restrictions on
transfer, forfeitability provisions or reinvestment
requirements as the Committee may, in its discretion,
prescribe in the Incentive Agreement.
(5) Forfeiture. In the event of the forfeiture of
any shares of restricted stock under the terms provided in
the Incentive Agreement (including any additional shares of
restricted stock that may result from the reinvestment of
cash and stock dividends, if so provided in the Incentive
Agreement), such forfeited shares shall be surrendered and
the certificates cancelled. The participants shall have the
same rights and privileges, and be subject to the same
forfeiture provisions, with respect to any additional shares
received pursuant to Section 12.6 due to a recapitalization,
merger or other change in capitalization.
(6) Expiration of Restricted Period. Upon the
expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the
Committee or at such earlier time as provided for in Section
7.2 and in the Incentive Agreement or an amendment thereto,
the restrictions applicable to the restricted stock shall
lapse and a stock certificate for the number of shares of
restricted stock with respect to which the restrictions have
lapsed shall be delivered, free of all such restrictions and
legends other than those required by law, to the participant
or the participant's estate, as the case may be.
(7) Rights as a Shareholder. Subject to the terms
and conditions of the Plan and subject to any restrictions
on the receipt of dividends that may be imposed in the
Incentive Agreement, each participant receiving restricted
stock shall have all the rights of a shareholder with
respect to shares of stock during any period in which such
shares are subject to forfeiture and restrictions on
transfer, including without limitation, the right to vote
such shares.
(9) Stock Appreciation Rights. A SAR is a right to
receive, without payment to the Company, a number of shares of
Common Stock, cash or any combination thereof, the amount of
which is determined pursuant to the formula set forth in Section
8.4. A SAR may be granted (a) with respect to any stock option
granted under the Plan, either concurrently with the grant of
such stock option or at such later time as determined by the
Committee (as to all or any portion of the shares of Common Stock
subject to the stock option), or (b) alone, without reference to
any related stock option. Each SAR granted by the Committee
under the Plan shall be subject to the following terms and
conditions:
(1) Number. Each SAR granted to any participant
shall relate to such number of shares of Common Stock as
shall be determined by the Committee, subject to Section 5.1
and subject to adjustment as provided in Section 12.6. In
the case of a SAR granted with respect to a stock option,
the number of shares of Common Stock to which the SAR
pertains shall be reduced in the same proportion that the
holder of the option exercises the related stock option.
(2) Duration and Time for Exercise. The term and
exercisability of each SAR shall be determined by the
Committee. Unless otherwise provided by the Committee in
the Incentive Agreement, each SAR issued in connection with
a stock option shall become exercisable at the same time or
times, to the same extent and upon the same conditions as
the related stock option. The Committee may in its
discretion accelerate the exercisability of any SAR at any
time.
(3) Exercise. A SAR may be exercised, in whole or in
part, by giving written notice to the Company, specifying
the number of SARs that the holder wishes to exercise. The
Company shall, within 30 days of receipt of notice of
exercise, deliver to the exercising holder certificates for
the shares of Common Stock or cash or both, as determined by
the Committee, to which the holder is entitled pursuant to
Section 8.4.
(4) Payment. Subject to the right of the Committee
to deliver cash in lieu of shares of Common Stock, the
number of shares of Common Stock that shall be issuable upon
the exercise of an SAR shall be determined by dividing:
(a) the number of shares of Common Stock as to
which the SAR is exercised multiplied by the dollar
amount of the appreciation in such shares (for this
purpose, the "appreciation" shall be the amount by
which the Fair Market Value of the shares of Common
Stock subject to the SAR on the Exercise Date exceeds
(1) in the case of a SAR related to a stock option,
the purchase price of the shares of Common Stock under
the stock option or (2) in the case of a SAR granted
alone, without reference to a related stock option, an
amount equal to the Fair Market Value of a share of
Common Stock on the date of grant, which shall be
determined by the Committee at the time of grant,
subject to adjustment under Section 12.6); by
(b) the Fair Market Value of a share of Common
Stock on the Exercise Date.
In lieu of issuing shares of Common Stock upon the
exercise of a SAR, the Committee may elect to pay the holder
of the SAR cash equal to the Fair Market Value on the
Exercise Date of any or all of the shares that otherwise
would be issuable. No fractional shares of Common Stock
shall be issued upon the exercise of a SAR; instead, the
holder of a SAR shall be entitled to receive a cash
adjustment equal to the same fraction of the Fair Market
Value of a share of Common Stock on the Exercise Date or to
purchase the portion necessary to make a whole share at its
Fair Market Value on the Exercise Date.
(10) Performance Shares. A performance share consists of
an award that may be paid in shares of Common Stock or in cash,
as described below. The award of performance shares shall be
subject to such terms and conditions as the Committee deems
appropriate.
(1) Performance Objectives. Each performance share
will be subject to performance objectives for Trico or one
of its subsidiaries, divisions or departments to be achieved
by the end of a specified period. The number of performance
shares awarded shall be determined by the Committee and may
be subject to such terms and conditions as the Committee
shall determine. If the performance objectives are achieved,
each participant will be paid (a) a number of shares of
Common Stock equal to the number of performance shares
initially granted to that participant; (b) a cash payment
equal to the Fair Market Value of such number of shares of
Common Stock on the date the performance objectives are met
or such other date as may be provided by the Committee or
(c) a combination of shares of Common Stock and cash, as may
be provided by the Committee. If such objectives are not
met, each award of performance shares may provide for lesser
payments in accordance with a pre-established formula set
forth in the Incentive Agreement. Notwithstanding the
foregoing, unless otherwise provided in the Incentive
Agreement, the Committee may in its discretion declare the
performance objectives achieved or waived. To the extent a
performance share is intended to qualify as performance
based compensation under Section 162(m) of the Code, it must
meet the additional requirements imposed thereby.
(2) Not a Shareholder. The award of performance
shares to a participant shall not create any rights in such
participant as a shareholder of the Company, until the
payment of shares of Common Stock with respect to an award,
at which time such stock shall be considered issued and
outstanding.
(3) Dividend Equivalent Payments. A performance
share award may be granted by the Committee in conjunction
with dividend equivalent payment rights or other such
rights. Dividend equivalent payments may be made to the
participant at the time of the payment of the dividend or
issuance of the other right or at the end of the specified
performance period or may be deemed to be invested in
additional performance shares at the Fair Market Value of a
share of Common Stock on the date of payment of the dividend
or issuance of the right.
(11) Stock Awards. A stock award consists of the transfer
by the Company to a participant of shares of Common Stock,
without other payment therefor, as additional compensation for
services previously provided to the Company. The number of
shares to be transferred by the Company to a participant pursuant
to a stock award shall be determined by the Committee.
(12) Cash Awards. A cash award consists of a monetary
payment made by the Company to a participant as additional
compensation for his services to the Company. Payment of a cash
award may, but is not required to, relate to the tax liability of
a participant in connection with the grant, exercise, or payment
of an Incentive or depend upon the achievement of performance
objectives by the Company or by individuals. The amount of any
monetary payment constituting a cash award shall be determined by
the Committee in its sole discretion. Cash awards may be subject
to other terms and conditions, which may vary from time to time
among participants, as the Committee determines to be
appropriate.
(13) General.
(1) Duration. Subject to Section 12.11, the Plan
shall remain in effect until all Incentives granted under
the Plan have either been satisfied by the issuance of
shares of Common Stock or the payment of cash or been
terminated under the terms of the Plan and all restrictions
imposed on shares of Common Stock in connection with their
issuance under the Plan have lapsed.
(2) . Transferability of Incentives. No Incentives
granted hereunder may be transferred, pledged, assigned or
otherwise encumbered by a participant except:
(i) by will;
(ii) by the laws of descent and distribution;
(iii) pursuant to a domestic relations order, as
defined in the Code, if permitted by the Committee and so
provided in the Incentive Agreement or an amendment thereto;
or
(iv) as to options only, if permitted by the
Committee and so provided in the Incentive Agreement or an
amendment thereto, (a) to Immediate Family Members, (b) to a
partnership in which Immediate Family Members, or entities
in which Immediate Family Members are the sole owners,
members or beneficiaries, as appropriate, are the only
partners, (c) to a limited liability company in which
Immediate Family Members, or entities in which Immediate
Family Members are the sole owners, members or
beneficiaries, as appropriate, are the only members, or (d)
to a trust for the sole benefit of Immediate Family Members.
"Immediate Family Members" shall be defined as the spouse
and natural or adopted children or grandchildren of the
participant and their spouses. To the extent that an
incentive stock option is permitted to be transferred during
the lifetime of the participant, it shall be treated
thereafter as a nonqualified stock option. Any attempted
assignment, transfer, pledge, hypothecation or other
disposition of Awards, or levy of attachment or similar
process upon Incentives not specifically permitted herein,
shall be null and void and without effect.
(3) Loans. In order to assist a participant in
acquiring shares of Common Stock pursuant to an Incentive
granted under the Plan, the Committee may authorize, subject
to the provisions of Regulation G of the Board of Governors
of the Federal Reserve System, at either the time of the
grant of the Incentive, at the time of the acquisition of
Common Stock pursuant to the Incentive, or at the time of
the lapse of restrictions on shares of restricted stock
granted under the Plan, the extension of a loan to the
participant by the Company. The terms of any loans,
including the interest rate, collateral and terms of
repayment, will be subject to the discretion of the
Committee. The maximum credit available hereunder shall be
equal to the aggregate purchase price of the shares of
Common Stock to be acquired pursuant to the Incentive plus
the maximum tax liability that may be incurred in connection
with the Incentive.
(4) Effect of Termination of Employment or Death. In
the event that a participant ceases to be an employee of the
Company for any reason, including death, disability, early
retirement or normal retirement, any Incentives may be
exercised, shall vest or shall expire at such times as may
be determined by the Committee in the Incentive Agreement.
(5) Additional Condition. Anything in this Plan to
the contrary notwithstanding: (a) the Company may, if it
shall determine it necessary or desirable for any reason, at
the time of award of any Incentive or the issuance of any
shares of Common Stock pursuant to any Incentive, require
the recipient of the Incentive, as a condition to the re-
ceipt thereof or to the receipt of shares of Common Stock
issued pursuant thereto, to deliver to the Company a written
representation of present intention to acquire the Incentive
or the shares of Common Stock issued pursuant thereto for
his own account for investment and not for distribution; and
(b) if at any time the Company further determines, in its
sole discretion, that the listing, registration or qualifi-
cation (or any updating of any such document) of any Incen-
tive or the shares of Common Stock issuable pursuant thereto
is necessary on any securities exchange or under any federal
or state securities or blue sky law, or that the consent or
approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with the award
of any Incentive, the issuance of shares of Common Stock
pursuant thereto, or the removal of any restrictions imposed
on such shares, such Incentive shall not be awarded or such
shares of Common Stock shall not be issued or such
restrictions shall not be removed, as the case may be, in
whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the
Company.
(6) Adjustment. In the event of any merger,
consolidation or reorganization of the Company with any
other corporation or corporations, there shall be
substituted for each of the shares of Common Stock then
subject to the Plan, including shares subject to
restrictions, options or achievement of performance share
objectives, the number and kind of shares of stock or
securities to which the holder of the shares of Common Stock
will be entitled pursuant to the transaction. In the event
of any recapitalization, stock dividend, stock split,
combination of shares or other change in the Common Stock,
the number of shares of Common Stock then subject to the
Plan, including shares subject to outstanding Incentives,
shall be adjusted in proportion to the change in outstanding
shares of Common Stock. In the event of any such
adjustments, the purchase price of any option, the
performance objectives of any Incentive, and the shares of
Common Stock issuable pursuant to any Incentive shall be
adjusted as and to the extent appropriate, in the reasonable
discretion of the Committee, to provide participants with
the same relative rights before and after such adjustment.
(7) Incentive Agreements. The terms of each
Incentive shall be stated in an agreement approved by the
Committee.
(8) Withholding. At any time that a participant is
required to pay to the Company an amount required to be
withheld under the applicable income tax laws in connection
with the issuance of shares of Common Stock under the Plan
or upon the lapse of restrictions on shares of restricted
stock, the participant may, subject to the Committee's right
of disapproval, satisfy this obligation in whole or in part
by electing (the "Election") to have the Company withhold
from the distribution shares of Common Stock having a value
equal to the amount required to be withheld. The value of
the shares withheld shall be based on the Fair Market Value
of the Common Stock on the date that the amount of tax to be
withheld shall be determined (the "Tax Date").
Each Election must be made prior to the Tax Date. The
Committee may disapprove of any Election or may suspend or
terminate the right to make Elections. If a participant
makes an election under Section 83(b) of the Internal
Revenue Code with respect to shares of restricted stock, an
Election is not permitted to be made.
A participant may also satisfy his or her total tax
liability related to the Incentive by delivering shares of
Common Stock that have been owned by the participant for at
least six months. The value of the shares delivered shall
be based on the Fair Market Value of the Common Stock on the
Tax Date.
(9) No Continued Employment. No participant under
the Plan shall have any right, because of his or her
participation, to continue in the employ of the Company for
any period of time or to any right to continue his or her
present or any other rate of compensation.
(10) Deferral Permitted. Payment of cash or
distribution of any shares of Common Stock to which a
participant is entitled under any Incentive shall be made as
provided in the Incentive Agreement. Payment may be
deferred at the option of the participant if provided in the
Incentive Agreement.
(11) Amendment of the Plan. The Board may amend or
discontinue the Plan at any time; provided, however, that no
such amendment or discontinuance shall change or impair,
without the consent of the recipient, an Incentive
previously granted.
(12) Change of Control. (a) A Change of Control shall
mean:
(i) the acquisition by any individual,
entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the 1934 Act) of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of more than 30% of
the outstanding shares of the Common Stock; provided,
however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change
of Control:
(a) any acquisition of Common Stock
directly from Trico,
(b) any acquisition of Common Stock
by Trico,
(c) any acquisition of Common Stock
by any employee benefit plan (or related trust)
sponsored or maintained by Trico or any
corporation controlled by Trico, or
(d) any acquisition of Common Stock
by any corporation pursuant to a transaction that
complies with clauses a), b) and c) of subsection
(iii) of this Section 12.12(a); or
(ii) individuals who, as of the date this
Plan was adopted by the Board of Directors (the
"Approval Date"), constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any
individual becoming a director subsequent to the
Approval Date whose election, or nomination for
election by Trico's shareholders, was approved by a
vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered a
member of the Incumbent Board, unless such
individual's initial assumption of office occurs as a
result of an actual or threatened election contest
with respect to the election or removal of directors
or other actual or threatened solicitation of proxies
or consents by or on behalf of a person other than the
Incumbent Board; or
(iii)consummation of a reorganization,
merger or consolidation, or sale or other disposition
of all or substantially all of the assets of Trico (a
"Business Combination"), in each case, unless,
following such Business Combination,
(a) all or substantially all of the
individuals and entities who were the beneficial
owners of Trico's outstanding common stock and
Trico's voting securities entitled to vote
generally in the election of directors
immediately prior to such Business Combination
have direct or indirect beneficial ownership,
respectively, of more than 50% of the then
outstanding shares of common stock, and more than
50% of the combined voting power of the then
outstanding voting securities entitled to vote
generally in the election of directors, of the
corporation resulting from such Business
Combination (which, for purposes of this
paragraph (A) and paragraphs (B) and (C), shall
include a corporation which as a result of such
transaction owns Trico or all or substantially
all of Trico's assets either directly or through
one or more subsidiaries), and
(b) except to the extent that such
ownership existed prior to the Business
Combination, no person (excluding any corporation
resulting from such Business Combination or any
employee benefit plan or related trust of Trico
or such corporation resulting from such Business
Combination) beneficially owns, directly or
indirectly, 20% or more of the then outstanding
shares of common stock of the corporation
resulting from such Business Combination or 20%
or more of the combined voting power of the then
outstanding voting securities of such
corporation, and
(c) at least a majority of the
members of the board of directors of the
corporation resulting from such Business
Combination were members of the Incumbent Board
at the time of the execution of the initial
agreement, or of the action of the Board,
providing for such Business Combination; or
(iv) approval by the shareholders of Trico
of a plan of complete liquidation or dissolution of
Trico.
(b) Upon a Change of Control, or immediately
prior to the closing of a transaction that will result in a
Change of Control if consummated, all outstanding options
and SARs granted pursuant to the Plan shall automatically
become fully exercisable, all restrictions or limitations on
any Incentives shall lapse and all performance criteria and
other conditions relating to the payment of Incentives shall
be deemed to be achieved or waived by Trico without the
necessity of action by any person.
(c) The Committee may take such other action
with respect to an Incentive as shall be provided in an
agreement with the participant.
(13) Definition of Fair Market Value. Whenever "Fair
Market Value" of Common Stock shall be determined for
purposes of this Plan, it shall be determined as follows:
(i) if the Common Stock is listed on an established stock
exchange or any automated quotation system that provides
sale quotations, the closing sale price for a share of the
Common Stock on such exchange or quotation system on the
applicable date; (ii) if the Common Stock is not listed on
any exchange or quotation system, but bid and asked prices
are quoted and published, the mean between the quoted bid
and asked prices on the applicable date, and if bid and
asked prices are not available on such day, on the next
preceding day on which such prices were available; and (iii)
if the Common Stock is not regularly quoted, the fair market
value of a share of Common Stock on the applicable date as
established by the Committee in good faith.
(14) Stock Options for Outside Directors.
(1) Grant of Options. For as long as the Plan
remains in effect and shares of Common Stock remain
available for issuance hereunder, each person who is not an
employee of the Company and who becomes a director of the
Company (an "Outside Director") after January 1, 1997 shall
automatically be granted a non-qualified stock option to
acquire 5,000 shares of Common Stock on the later of the
date of adoption by the Board of Directors of the amendment
to the Plan that added this Section 13 or the date such
person becomes an Outside Director. Each Outside Director
shall also automatically be granted a non-qualified stock
option to acquire 1,000 shares of Common Stock each year on
the date immediately following the Company's annual meeting
of stockholders.
(2) Exercisability of Stock Options. The stock
options granted to Outside Directors under this Section 13
shall be exercisable immediately after the date of grant and
shall expire ten years following the date of grant.
(3) Exercise Price. The exercise price of the stock
options granted to Outside Directors shall be equal to the
Fair Market Value, as defined in the Plan, of a share of
Common Stock on the date of grant. The exercise price may
be paid as provided in Section 6.5 of the Plan, including
pursuant to a brokerage arrangement approved in advance by
the Committee.
(4) Exercise After Termination of Board Service. In
the event an Outside Director ceases to serve on the Board,
the stock options granted hereunder must be exercised, to
the extent otherwise exercisable at the time of termination
of Board service, within one year from termination of Board
service; provided, however, that in the event of termination
of Board service as a result of retirement on or after
reaching age 65, the stock options must be exercised within
five years from the date of retirement; and further
provided, that no stock options may be exercised later than
ten years after the date of grant.
TRICO MARINE SERVICES, INC.
The undersigned hereby appoints Victor M. Perez and Kenneth
W. Brougeois, or either of them, as proxies for the undersigned,
with full power of substitution, and hereby authorizes them to
represent and vote, as designated on the other side, all the
shares of common stock of Trico Marine Services, Inc. that the
undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Company to be held May 22, 1997 or any adjournments thereof.
(Continued and to be signed on reverse side)
ITEM 1-Election of Directors Nominees: Ronald O. Palmer, Garth H. Greimann
FOR all nominees WITHHOLD (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
listed to the right AUTHORITY FOR ANY INDIVIUDAL NOMINEE, STRIKE A LINE
(except as marked to vote for THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE)
to the contrary) all nominees
listed to the right
/ / / /
ITEM 2-PROPOSAL TO AMEND CERTIFICATE
OF INCORPORATION
For Against Abstain
/ / / / / /
ITEM 3- PROPOSAL TO AMEND 1996 INCENTIVE
COMPENSATION PLAN
For Against Abstain
/ / / / / /
ITEM 4 In their discretion, to transact such
other business as may properly come before the
meeting and any adjournments thereof.
Please sign exactly as name appears
hereof. When shares are held by
joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian
please give full title as such. If
a corporation, please sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by an authorized
person.
Dated: __________________ 1997
_______________________________
Signature
_______________________________
Signature
