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:
[X ] Preliminary Proxy Statement
[ ] 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
<PAGE>
PRELIMINARY COPIES
[LOGO]
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
Victor M. Perez
Secretary
Houma, Louisiana
April 14, 1997
<PAGE> PRELIMINARY COPIES
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 ______________ 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
and Directorships in
Other Public Director Term
Nominees Age Corporations Since Expiring
________ ___ ____________________ ________ _________
Ronald O. 49 Executive Vice 1993 2000
Palmer President of the
Company<F1>
Garth H. 42 Managing Director of 1993 2000
Greimann 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 ("Mobile").
From 1989 to 1993, he
served as a Vice
President,
International Producing
Operations for Mobile
Edward C. 51 Chairman of the Board 1994 1998
Hutcheson, Jr. of 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. 49 Chairman of the Board, 1993 1999
Fairley President and Chief
Executive Officer of
the Company
Benjamin F. 62 Dean of the Jones 1994 1999
Bailar 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)
<F1> 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 _________ shares
of Common Stock issued, of which 72,032 were held in the
treasury of the Company and _______ 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), approximately
________ 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 ________ 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 _________ to _________, 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
$_______.
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<F1> 3.1%
Ronald O. Palmer 248,413<F1> 3.1%
Benjamin F. Bailar 17,000<F2> *
Garth H. Greimann 39,194<F3> *
Edward C. Hutcheson, Jr. 10,500 *
H. K. Acord 1,000 *
Victor M. Perez 119,945<F1> 1.5%
Michael D. Cain 21,055<F1> *
Kenneth W. Bourgeois 21,055<F1> *
All directors and executive 726,575<F4> 8.6%
officers as a group (9 persons)
______________________
* Less than one percent
<F1> 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.
<F2> Shares beneficially owned by Dean Bailar are owned by a
trust of which Dean Bailar is the sole trustee and
beneficiary.
<F3> 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.
<F4> 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 or 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
one-half of Mr. Fairley's cash compensation bonus 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
Victor M. Perez
Secretary
Houma, Louisiana
April 14, 1997
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 inter-
pret the Plan, to establish any rules or regulations
relating to the Plan that it determines to be appropri-
ate, 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
earlier 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
exercised, 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 receipt 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 qualification (or any updating of any such document)
of any Incentive 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.
<PAGE>
Preliminary Copies
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
