<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Hvide Marine Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] 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 or 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> 2
HVIDE MARINE INCORPORATED
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 1, 1998
---------------------------
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders of
Hvide Marine Incorporated (the "Company") will be held at 10:30 a.m. local time
on Monday, June 1, 1998, at Terminal 26, Port Everglades, Florida for the
following purposes:
1. to elect four Class II Directors to serve on the Board of Directors
for a three-year term;
2. to consider and approve the amendment of the Hvide Marine
Incorporated Equity Ownership Plan to increase the number of shares
of the Company's Class A Common Stock available for issuance under
such plan from 1,000,000 to 2,000,000;
3. to ratify the appointment of Ernst & Young LLP as the Company's
independent public accountants for the year ending December 31, 1998;
and
4. to transact such other business as may properly come before the
Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April 6, 1998 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting and any adjournments thereof.
IF YOU ARE UNABLE TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE,
SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
RETURN ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED.
By Order of the Board of Directors,
Christopher D. Strong
Assistant Secretary
Fort Lauderdale, Florida
April 27, 1998
<PAGE> 3
HVIDE MARINE INCORPORATED
2200 ELLER DRIVE
FORT LAUDERDALE, FLORIDA 33316
TEL: (954) 523-2200
---------------------------
PROXY STATEMENT
FOR THE
1998 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished to the holders of the Common Stock of
Hvide Marine Incorporated (the "Company") in connection with the solicitation on
behalf of the Board of Directors of the Company of proxies to be used in voting
at the Annual Meeting of Shareholders (the "Meeting") to be held on June 1, 1998
and any adjournments thereof.
The enclosed proxy is for use at the Meeting if the shareholder will not be
able to attend in person. Any shareholder who executes a proxy may revoke it at
any time before it is voted by delivering to the Assistant Secretary of the
Company either an instrument revoking the proxy or a duly executed proxy bearing
a later date. A proxy also may be revoked by any shareholder present at the
Meeting who expresses a desire to vote his shares in person.
All shares represented by valid proxies received pursuant to this
solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the shares will be voted
FOR the election of the named nominees for election as Directors and FOR each of
the other proposals set forth in the Notice of 1998 Annual Meeting of
Shareholders and this Proxy Statement.
Only holders of record of Common Stock at the close of business on April 6,
1998 are entitled to vote at the Meeting. On such date, 12,398,091 shares of
Class A Common Stock and 2,906,465 shares of Class B Common Stock were
outstanding. The Class A Common Stock and the Class B Common Stock will vote
together as a single class, with each share of Class A Common Stock entitled to
one vote and each share of Class B Common Stock entitled to ten votes on each
matter to be voted upon at the Meeting. Holders of a majority of the outstanding
shares of each class of Common Stock are required to be represented in person or
by proxy to constitute a quorum for holding the Meeting. The failure of a quorum
to be represented at the Meeting will necessitate adjournment and will subject
the Company to additional expense.
The Notice of 1998 Annual Meeting of Shareholders, this Proxy Statement,
the accompanying proxy, and the 1997 Annual Report to Shareholders were first
mailed to Shareholders on or about April 27, 1998.
1. ELECTION OF CLASS II DIRECTORS
The Company's Articles of Incorporation and Bylaws provide that the number
of Directors of the Company shall be not less than nine, nor more than 17. In
addition, they provide for the division of the Board of Directors into three
classes, designated Class I, Class II, and Class III, with staggered terms of
three years. The terms of Class I, Class II, and Class III Directors currently
expire in 2000, 1998, and 1999, respectively.
The Board currently consists of 11 members: Class I, comprised of Raymond
B. Vickers, Robert Rice, and Josiah O. Low, III; Class II, comprised of Eugene
F. Sweeney, Walter C. Mink, John H. Blankley, and John J. Lee; and Class III,
comprised of J. Erik Hvide, Jean Fitzgerald, Gerald Farmer, and Robert B.
Calhoun, Jr. At the Meeting, four Class II Directors are to be elected to serve
for a term of three years and until their successors are duly elected.
Pursuant to the Shareholders Agreement (as defined herein), J. Erik Hvide
has agreed to vote his shares of Common Stock for Mr. Lee and the Investor Group
(as defined herein) has agreed to vote its shares of Common Stock for Messrs.
Sweeney, Mink, and Blankley (see "Certain Transactions -- Shareholders
Agreement").
<PAGE> 4
DIRECTORS AND NOMINEES
The following are the continuing members of the Board of Directors,
including the four nominees:
<TABLE>
<CAPTION>
AGE CURRENT POSITIONS
NAME --- -----------------
<S> <C> <C>
J. Erik Hvide(1)(2)........................ 49 Chairman of the Board, President, Chief
Executive Officer, and Director
John H. Blankley(1)(2)..................... 50 Executive Vice President, Chief Financial
Officer, and Director
Eugene F. Sweeney(1)....................... 55 Executive Vice President -- Operations and
Director
Robert B. Calhoun, Jr.(2)(3)............... 55 Director
Gerald Farmer(3)(4)........................ 52 Director
Jean Fitzgerald(1)(4)...................... 71 Director
John J. Lee(4)............................. 61 Director
Josiah O. Low, III......................... 58 Director
Walter C. Mink(3).......................... 71 Director
Robert Rice(3)............................. 75 Director
Raymond B. Vickers(4)...................... 49 Director
</TABLE>
- ---------------
(1) Member of the Executive Committee.
(2) Member of the Special Acquisitions Committee.
(3) Member of the Audit Committee.
(4) Member of the Compensation Committee.
MR. HVIDE has been the Company's Chairman since September 1994 and its
President and Chief Executive Officer since January 1991. He has been a director
of the Company since 1973. From 1981 until 1991, Mr. Hvide was President and
Chief Operating Officer of the Company. He has been employed by the Company in
various capacities since 1970 and became Vice President in 1973. He is also a
director of the American Waterways Operators, a participant on the
Transportation Committee of the American Petroleum Institute, a member of the
American Bureau of Shipping, a past Chairman of the Board of the American
Institute of Merchant Shipping, a past appointee to the U.S. Coast Guard's
Towing Safety Advisory Committee, and a director of Seal Holdings Corporation.
Mr. Hvide is the son of Hans J. Hvide, the founder of the Company.
MR. BLANKLEY has been a director of the Company since September 1991 and
has been Executive Vice President -- Chief Financial Officer since September
1995. He previously served as a director and Chief Financial Officer of Harris
Chemical Group Inc., a chemical manufacturing company, from April 1993 to August
1994. Mr. Blankley is the owner of Seafirst Capital, a ship finance consulting
business he founded in 1994. He served as Executive Vice President -- Finance
and Chief Financial Officer of Stolt-Nielsen, Inc., a publicly traded
international operator of specialty chemical tankers, from 1985 to 1991. From
1983 until 1985, Mr. Blankley was a director, Senior Vice President, and Chief
Financial Officer of BP North America Inc. Mr. Blankley is also a director of MC
Shipping, a publicly traded operator of petroleum product and gas carriers and
multi-purpose container feeder vessels.
MR. SWEENEY has been Executive Vice President -- Operations of the Company
since September 1994 and a director since 1984. He was Senior Vice
President -- Operations of the Company from 1991 to September 1994. He joined
the Company in 1981 as Vice President -- Ship Management. Prior to joining the
Company, Mr. Sweeney was employed for 17 years by Texaco, Inc., where he served
in seagoing and shore management positions, including operations manager of
Texaco's U.S. tanker fleet. Mr. Sweeney is on the board of directors of the
Chamber of Shipping of America and is a member of the American Bureau of
Shipping.
2
<PAGE> 5
MR. CALHOUN has been a director of the Company since September 1994. Mr.
Calhoun has been a Managing Director of Monitor Clipper Partners, L.P., a
private investment firm, since 1997. Mr. Calhoun has been President of Clipper
Asset Management Corporation, the sole general partner of The Clipper Group,
L.P., a private investment firm, since 1991. From 1975 to 1991, Mr. Calhoun was
a Managing Director of CS First Boston Corporation, an investment banking firm.
Mr. Calhoun serves as a director of Avondale Mills, Inc., a textile company,
Interstate Bakeries Corporation, a national distributor of baked goods, as well
as several privately held companies.
MR. FARMER has served as a director of the Company since 1975. He was
Executive Vice President -- Chief Financial Officer and Treasurer of the Company
from September 1994 until September 1, 1995. In September 1995 Mr. Farmer
retired as Chief Financial Officer and Treasurer and continued to serve as an
Executive Vice President of the Company through December 15, 1995. He was Senior
Vice President -- Finance and Administration from January 1991 to September
1994, having joined the Company in 1973 as Vice President -- Finance.
MR. FITZGERALD has been a director of the Company since March 1994. Since
1992, he has served as the Chairman of Florida Alliance, Inc., a consortium of
maritime interests. From 1990 to 1992, he was Executive Vice President of NDE
Testing & Equipment, Inc., a nationwide storage-tank testing company. From 1988
to 1990, he was with Frederic R. Harris, Inc., an international consulting
engineering firm. Mr. Fitzgerald was a co-founder and the President of American
Tank Testing Service, Inc., a firm that was subsequently acquired by NDE
Environmental Corporation, from 1986 to 1987. In 1982 and 1983, he served as the
Company's Vice President for Governmental Affairs. His other business experience
includes service as President of Tracor Marine, Inc. from 1976 to 1979 and
Director of Engineering of Tracor's Systems Technology Division from 1974 to
1976. Mr. Fitzgerald retired from the U.S. Navy in 1974 in the rank of Captain.
During his naval career he commanded major fleet units at sea and served in the
offices of the Chief of Naval Operations and the Secretary of Defense. He is a
past Commissioner and Chairman of the Port Everglades Authority.
MR. LEE has been a director of the Company since September 1994 and is
Chairman and Chief Executive Officer of Hexcel Corporation, an advanced
materials manufacturer. Mr. Lee joined the Board of Hexcel Corporation in May of
1993 as an outside independent director. In August 1993, Mr. Lee was asked to
become the Chairman and Co-Chief Executive Officer of Hexcel Corporation, which
was experiencing financial difficulties, in order to effect a consensual
reorganization. In December 1993, having concluded that a consensual
reorganization could not be accomplished, Hexcel Corporation filed for
protection under Chapter 11 of the Federal Bankruptcy Code and appointed Mr. Lee
sole Chief Executive Officer to effect a Plan of Reorganization. The
reorganization was completed in February 1995 and Hexcel emerged from Chapter
11. Mr. Lee has been a Director of Aviva Petroleum, Inc. since August 1993, and
has been Chairman, President and Chief Executive Officer of Lee Development
Corporation, a corporation providing investment and merchant banking services,
since 1987. He was a director of XTRA Corporation, a Massachusetts-based
transportation and equipment leasing company, from 1990 through January 1996.
Mr. Lee also served as Chairman and Chief Executive Officer of Seminole
Corporation, a fertilizer manufacturer, from July 1989 through April 1993 and
director of Tosco Corporation, a refiner, from April 1988 through April 1993 and
was President and Chief Operating Officer of Tosco Corporation from April 1990
through April 1993. Mr. Lee is an advisor to The Clipper Group, L.P. and is a
trustee of Yale University.
MR. LOW has been a director of the Company since March 1998. He has been an
investment banker with Donaldson, Lufkin & Jenrette Securities Corporation since
1985, where he is currently a Managing Director. Mr. Low serves as a director of
Musicland Stores Corporation, Centex Development Corporation and St. Laurent
Paperboard, Inc.
MR. MINK has been a director of the Company since October 1990. He is
President of Walter C. Mink & Associates, a maritime advisory and consulting
firm in Las Vegas, Nevada. From 1978 to 1986, Mr. Mink was President of Mobil
Shipping and Transportation Company. Previously, he was President of Seabrokers,
Inc., a marine brokerage firm, and was earlier employed by Lago Oil, Esso
Tankers, and Mobil Oil Transport. Mr. Mink is a director of First Olsen Tankers,
Ltd. He served on the Board of Managers of the American Bureau of Shipping and
is a member of the Society of Naval Architects and Marine Engineers.
3
<PAGE> 6
MR. RICE has been a director of the Company since January 1992. A financial
consultant, he was Senior Vice President of Citibank, N.A. from 1954 to his
retirement in 1983. Mr. Rice is a director of ATCO Ltd., First Olsen Tankers
Ltd., and Pride Refining Inc.
DR. VICKERS has been a director of the Company since March 1994. An
attorney in private practice in Florida, he has represented more than a hundred
financial institutions. He is the author of Panic in Paradise: Florida's Banking
Crash of 1926 and an adjunct professor of U.S. economic and business history at
Florida State University. From 1975 to 1979, he served as Assistant Comptroller
of the State of Florida.
CERTAIN BOARD INFORMATION
The Board of Directors supervises the management of the Company as provided
by Florida law. The Board of Directors has four committees: (i) the Executive
Committee; (ii) the Compensation Committee; (iii) the Audit Committee; and (iv)
the Special Acquisitions Committee.
The Executive Committee exercises the powers of the Board of Directors in
the management of the business and affairs of the Company between Board meetings
to the extent permitted by Florida law and as limited by the Company's Bylaws.
Its current members are Messrs. Hvide (Chairman), Blankley, Fitzgerald, and
Sweeney.
The Compensation Committee reviews and recommends to the Board of Directors
the compensation and benefits of all executive officers of the Company and
reviews general policy matters relating to compensation and benefits of
employees of the Company. The Compensation Committee also administers the
Company's bonus and stock option plans. Its current members are Messrs.
Fitzgerald (Chairman), Farmer, Lee, and Vickers.
The Audit Committee is authorized by the Board to review, with the
Company's independent public accountants, the annual financial statements of the
Company prior to publication; to review the work of, and approve audit services
performed by, such independent public accountants; to make annual
recommendations to the Board for the appointment of independent public
accountants for the ensuing year; and to administer the Company's policy with
respect to transactions with affiliated persons. Its current members are Messrs.
Farmer (Chairman), Calhoun, Mink, and Rice.
The Special Acquisitions Committee is authorized by the Board of Directors
to facilitate the acquisition of additional offshore energy support vessels,
subject to an aggregate purchase price limit of $20.0 million for all such
acquisitions. Its current members are Messrs. Hvide (Chairman), Blankley, and
Calhoun.
The Board of Directors held 12 meetings and acted by unanimous consent on
five occasions during the year ended December 31, 1997. The Executive Committee
did not hold any meetings, the Compensation Committee held four meetings, the
Audit Committee held four meetings, and the Special Acquisitions Committee held
four meetings during such period. All of the Company's Directors attended at
least 75% of the meetings of the Board and of the committees of which they were
members.
DIRECTOR COMPENSATION
Directors not employed by the Company are paid $2,000 per board meeting and
$1,500 per board committee meeting ($500 if telephonic) attended and are
reimbursed by the Company for reasonable out-of-pocket expenses incurred for
attendance at such meetings in accordance with Company policy. All committee
chairmen not employed by the Company are also paid an annual retainer of $3,000.
The Company granted to each director who was not an employee 500 shares of Class
A Common Stock upon consummation of the initial public offering of the Company's
Class A Common Stock in August 1996 (the "IPO") and following its 1997 Annual
Meeting of Shareholders. The Company intends to grant each director 500 shares
of Class A Common Stock each year.
Additionally, the Company adopted a stock option plan for non-employee
directors (the "Directors Plan") and reserved 70,000 shares of Class A Common
Stock for issuance under that plan. In 1996, options to purchase 35,000 shares
of Class A Common Stock were issued under the Directors Plan and in 1997,
options
4
<PAGE> 7
to purchase 10,500 shares of Class A Common Stock were issued under the
Directors Plan. Under the Directors Plan, all directors not employed by the
Company are annually granted an option to purchase 1,500 shares of Class A
Common Stock at an exercise price equal to the fair market value of the Class A
Common Stock on the date of grant. The date of grant for these options is the
first business day following the annual meeting of shareholders. Directors
elected to the Board in the future will each be granted an option to purchase
5,000 shares at an exercise price equal to the fair market value of the Class A
Common Stock as of the first business day following the shareholder meeting at
which the director is elected to the Board. All stock options under the
Directors Plan will vest at the earliest of death, disability, change in control
of the Company, voluntary retirement from the Board at or after age 62,
completion of ten years service on the Board, or one year from the date of
grant.
The Compensation Committee intends to recommend to the Board of Directors
certain changes in the compensation paid to Directors. If the recommendation is
approved by the Board of Directors, each director not employed by the Company
would receive an annual cash retainer of $18,000. No such retainer is currently
paid. The compensation to each director would also include $1,000 per board or
committee meeting attended ($500 if telephonic). All committee chairmen not
employed by the Company would also be paid an annual retainer of $5,000. The
directors will continue to receive an annual grant of 1,500 options and an
annual grant of 500 shares of Class A Common Stock.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE ELECTION OF MESSRS. SWEENEY, MINK, BLANKLEY, AND LEE AS CLASS II
DIRECTORS TO SERVE FOR A TERM OF THREE YEARS. Election of directors requires the
affirmative vote of a plurality of the votes entitled to be cast represented in
person or by proxy at the Meeting. Shares represented by the enclosed proxy will
be voted for the election of the aforementioned candidates unless authority is
withheld. If for any reason any of these directors is not a candidate for
election as a director at the Meeting as the result of an event not now
anticipated, the shares represented by the enclosed proxy will be voted for such
substitute as shall be designated by the Board.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the Chief Executive
Officer and each of the four most highly compensated executive officers whose
individual remuneration exceeded $100,000 for the years ended December 31, 1995,
1996 and 1997 (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
AWARDS
ANNUAL COMPENSATION RESTRICTED SECURITIES PAYOUTS ALL
NAME AND -------------------------- OTHER ANNUAL STOCK UNDERLYING LTIP OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS OPTIONS PAYOUTS COMPENSATION(2)
------------------ ---- -------- -------- --------------- ---------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Erik Hvide........... 1997 $450,000 $422,500 $14,990 -- -- -- $14,469
Chief Executive 1996 469,513 160,000 18,078 -- 100,000 -- 11,648
Officer 1995 462,000 100,000 17,643 -- -- -- 42,881
John H. Blankley........ 1997 210,000 111,100 3,345 -- -- -- 12,352
Executive Vice 1996 203,788 50,000 4,189 -- 100,000 -- 10,848
President, Chief 1995 73,125 15,000 321 -- -- -- 5,235
Financial Officer
Eugene F. Sweeney....... 1997 200,000 107,000 4,371 -- -- -- 12,352
Executive Vice 1996 185,288 50,000 3,696 -- 100,000 -- 11,040
President--Operations 1995 150,000 50,000 2,856 -- -- -- 16,290
Andrew W. Brauninger.... 1997 138,333 55,000 148 -- 5,000 -- 12,064
Senior Vice President-- 1996 115,000 32,000 145 -- 25,000 -- 9,738
Offshore Division 1995 110,204 20,000 659 -- -- -- 67,298
Gene Douglas(3)......... 1997 136,000 30,378 860 -- -- -- 11,776
Vice President--Legal 1996 131,270 30,000 915 -- 28,000 -- 10,566
and General Counsel 1995 115,000 20,000 915 -- -- -- 8,956
</TABLE>
- ---------------
(1) For 1997, reflects personal use of Company automobiles in the amounts of
$7,143, $2,820, $2,971 and $148 for Messrs. Hvide, Blankley, Sweeney and
Brauninger, respectively, and for club and professional membership payments
of $7,847, $525, $1,400 and $860 for Messrs. Hvide, Blankley, Sweeney and
Douglas, respectively. For 1996, reflects personal use of Company
automobiles in the
5
<PAGE> 8
amounts of $5,927, $1,936, $3,163 and $145 for Messrs. Hvide, Blankley,
Sweeney and Brauninger, respectively, and for club and professional
membership payments of $12,151, $2,253, $533 and $915 for Messrs. Hvide,
Blankley, Sweeney and Douglas, respectively. For 1995, reflects personal use
of Company automobiles in the amounts of $4,286, $246, $2,676 and $659 for
Messrs. Hvide, Blankley, Sweeney, and Brauninger, respectively, and for club
and professional membership payments of $13,357, $75, $180 and $915 for
Messrs. Hvide, Blankley, Sweeney, and Douglas, respectively.
(2) For 1997, consists of 401(k) contributions of $11,200 for each of Messrs.
Hvide, Blankley, Sweeney, Brauninger and Douglas and life insurance premium
payments of $3,269, $1,152, $1,152, $864 and $576 for Messrs. Hvide,
Blankley, Sweeney, Brauninger and Douglas, respectively. For 1996, consists
of 401(k) contributions of $10,500 for each of Messrs. Hvide, Blankley,
Sweeney, and Douglas and $9,450 for Mr. Brauninger and life insurance
premium payments of $1,148, $348, $540, $288 and $66 for Messrs. Hvide,
Blankley, Sweeney, Brauninger and Douglas, respectively. For 1995, consists
of 401(k) contributions of $10,500 for each of Messrs. Hvide, Sweeney, and
Brauninger and $8,890 for Mr. Douglas and life insurance premium payments of
$1,091, $119, $540, $174 and $66 for Messrs. Hvide, Blankley, Sweeney,
Brauninger and Douglas, respectively, and additional benefits of $31,290,
$5,119, $5,250 and $56,624 for Messrs. Hvide, Blankley, Sweeney and
Brauninger, respectively.
(3) Mr. Douglas resigned from his position as an executive officer of the
Company effective March 1, 1998.
The following table contains information concerning stock options granted
to each of the Named Executives in 1997. All options were granted pursuant to
the Hvide Marine Incorporated Equity Ownership Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT ANNUAL RATES
TOTAL SHARES OF STOCK
SHARES UNDERLYING APPRECIATION FOR
UNDERLYING OPTIONS PER SHARE OPTION TERM(2)
OPTIONS GRANTED EXERCISE EXPIRATION ------------------------
GRANTED(1) TO EMPLOYEES PRICE DATE 5% 10%
---------- ------------ --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
NAME
- ----
J. Erik Hvide................. -- -- $ -- -- $ -- $ --
John H. Blankley.............. -- -- -- -- -- --
Eugene F. Sweeney............. -- -- -- -- -- --
Andrew Brauninger............. 5,000 3.6% 28.00 7/31/07 88,045.25 223,123.94
Gene Douglas.................. -- -- -- -- -- --
</TABLE>
- ---------------
(1) Options vest 25% per annum over four years, and all unvested options vest
upon retirement.
(2) The dollar amounts are the result of calculations at specified rates of
appreciation and are not intended to forecast possible future appreciation.
The following table contains information concerning stock option exercises
during 1997 and the year-end value of unexercised options:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED DECEMBER 31, 1997 DECEMBER 31, 1997(1)
ON VALUE --------------------------- ---------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
NAME
- ----
J. Erik Hvide............................. -- $ -- 25,000 75,000 $343,750.00 $1,031,250.00
John H. Blankley.......................... -- -- 25,000 75,000 343,750.00 1,031,250.00
Eugene F. Sweeney......................... -- -- 25,000 75,000 343,750.00 1,031,250.00
Andrew Brauninger......................... -- -- 6,250 23,750 85,937.50 257,812.50
Gene Douglas.............................. 7,000 145,250 -- 21,000 -- 288,750.00
</TABLE>
- ---------------
(1) Based upon the last reported sale price of the Class A Common Stock of
$25 3/4 per share as reported on the Nasdaq National Market on December
31, 1997.
6
<PAGE> 9
NON-COMPETE AND BENEFITS AGREEMENTS
The Company is party to a non-compete agreement dated September 28, 1994
with Hans J. Hvide, the founder of the Company and father of its current
Chairman, pursuant to which Mr. Hvide receives a fee of $185,000 each year
(subject to annual adjustments based on the Consumer Price Index) in exchange
for an agreement not to provide any services to any person in competition with
the Company. The non-compete agreement expires upon the earlier of September 30,
2014 or the death of Mr. Hvide. The non-compete agreement can be terminated by
the Company only if Mr. Hvide materially breaches the Agreement, and by Mr.
Hvide only if the Company fails to pay the non-compete fees. The Company is also
party to a post-retirement benefits agreement with Mr. Hvide pursuant to which
he receives the use of an automobile, major medical health insurance for himself
and for his spouse, the use of an office and secretarial assistance, and a
payment of $2,000 each month in lieu of other expenses. The term of the
post-retirement benefits agreement is for the life of Mr. Hvide except for major
medical health insurance for Mr. Hvide's spouse, which is for the life of Mr.
Hvide's spouse. In the event the Company terminates the non-compete agreement,
the post-retirement benefits agreement terminates automatically.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for supervising the Company's
executive compensation policies, administering the employee incentive plans,
reviewing officers' salaries, approving significant changes in executive
employee benefits, and recommending to the Board such other forms of
remuneration as it deems appropriate. The Compensation Committee is composed of
four directors who are not employees of the Company.
Compensation Philosophy
The Company's executive compensation program is designed to attract,
retain, and motivate a highly qualified and experienced senior management team.
The Compensation Committee believes that these objectives can best be obtained
by directly tying executive compensation to meeting annual and long-term
financial performance goals and to appreciation in the Company's stock price. In
accordance with these objectives, the total compensation program for the
executive officers of the Company and its subsidiaries consists of three
components:
(1) base salary;
(2) annual incentive compensation consisting of bonuses based upon
achievement of financial performance objectives; and
(3) long-term equity incentives composed of stock options and other
incentive awards, including outright share grants, which may be conditioned
upon future events such as continued employment and/or the attainment of
performance objectives. Performance objectives may be measured by reference
to the earnings of the Company (or a subsidiary or division of the Company)
or to the market value of the Common Stock, among other things.
It is the Company's policy to consider the deductibility of executive
compensation under applicable income tax rules as a factor used to make specific
compensation determinations consistent with the goals of the Company's executive
compensation program. No component of the Company's executive compensation has
been determined to be non-deductible to the Company for the year ended December
31, 1997.
Base Salary
The base salaries of the Company's executive officers are determined by the
Compensation Committee by evaluating the responsibilities of the positions,
experience, and performance. To assist in establishing salary levels for 1997,
the Compensation Committee utilized published survey data as well as the salary
levels of executives at other companies in the marine transportation industry.
In its efforts to attract and retain well-qualified and experienced senior
managers, the Compensation Committee examines and utilizes three
7
<PAGE> 10
components of executive compensation: base salaries, annual performance bonuses,
and non-qualified stock options.
Annual Bonus
The Company's annual bonus program is intended to promote superior
performance by making incentive compensation an important part of the executive
officers' compensation. In calculating such bonuses, the Compensation Committee
examines both objective performance, in which a given executive's performance is
measured in terms of financial results as compared to budgeted targets, and
subjective performance, which is measured and evaluated with the use of
formatted performance evaluation documents. For the 1997 fiscal year, the
Company's Chief Executive Officer received a bonus of $422,500, the two
Executive Vice Presidents received bonuses of $111,100 and $107,000, and the two
Senior Vice Presidents received bonuses of $55,000 and $59,800.
Other executive officers of the Company, including subsidiary and division
heads, corporate and subsidiary vice presidents, and other managers, also are
entitled to receive annual bonuses based upon a percentage of their base
salaries and Company and/or individual performance.
Long-Term Incentives
The Compensation Committee believes that it is important to provide
executive officers incentive compensation based upon the Company's stock price
performance, thus aligning the interests of its executive officers with those of
its shareholders and encouraging them to contribute to the Company's long-term
success. Such incentive compensation, accomplished through the award of
non-qualified stock options, provides the added benefit of encouraging employees
to remain in the service of the Company. In conjunction with the initial public
offering of stock in 1996, non-qualified stock options were awarded to the
executive officers at the IPO offering price. In 1997 non-qualified stock
options to purchase 5,000 shares of the Company's Class A Common Stock were
granted to the Senior Vice President. No other long-term incentive awards were
made to the Chief Executive Officer or any of the other four most highly
compensated executive officers during 1997 because of the proximity to the
public offering and because a relatively small number of shares were available
for option grant after options were awarded to other employees in 1997.
CEO Compensation
In setting the compensation payable to the Company's Chief Executive
Officer, the Compensation Committee seeks to achieve two objectives: (i)
establish a level of base salary which is (a) competitive with that paid by
companies within the industry which are of comparable size to the Company; (b)
competitive with that paid by companies outside the industry with which the
Company competes for executive talent; and (c) commensurate with the high risks
inherent in the waterborne transportation of petroleum and chemical products,
the strict governmental regulation of such operations and large penalties
provided by law in certain instances of groundings, collisions, and spills, and
the complexities of the Chief Executive Officer's duties and responsibilities
growing out of the Company's diverse operations within its four segments; and
(ii) make a significant percentage of the total compensation package contingent
upon the Company's performance and stock price appreciation.
COMPENSATION COMMITTEE
Jean Fitzgerald
Gerald Farmer
John J. Lee
Raymond B. Vickers
8
<PAGE> 11
CERTAIN TRANSACTIONS
The Company's Articles of Incorporation require that any material
transaction between the Company and any of its officers, directors, holders of
more than 5% of any class of its capital stock, or other affiliates be on terms
no less favorable than those that could be obtained from unaffiliated persons
and be approved by a majority of the independent and disinterested directors.
The Company believes that the transactions described below are on terms no less
favorable than those that could be obtained from unaffiliated persons. Furnished
below is information regarding certain transactions since December 31, 1996 in
which executive officers and directors of the Company have had an interest.
In February 1997, the Company repaid approximately $2.6 million of notes
payable to the following individuals in the following amounts: Hans J. Hvide,
approximately $2.4 million and Gerald Farmer, approximately $0.2 million.
Maritime Transport Development Corp. ("Maritime Transport"), a company
wholly owned by Hans J. Hvide, is the successor in interest to the entity that
developed and engineered and provides marketing services for the CATUG(R) vessel
design. Maritime Transport receives a commission equal to 1.25% of charter hire
received by the Company for two such vessels as payment for development and
engineering services relating to the vessels. Commissions earned for the year
ended December 31, 1997 were approximately $210,000.
As of December 31, 1997, Maritime Transport was indebted to the Company for
approximately $179,000 for accounts receivable, which accounts are currently
accruing interest at a rate of 3.97%.
The Company has verbal arrangements with Jean Fitzgerald and Gerald Farmer
to provide technical and financial consulting services, respectively, to the
Company. Mr. Fitzgerald, whose arrangement commenced in February 1994, is
currently compensated for such services at the rate of $8,000 per month, and
received total compensation of $91,750 during 1997. Mr. Farmer, whose
arrangement commenced in December 1995, is compensated at an hourly rate and
received $550.00 during 1997. Both arrangements may be terminated by either
party without notice.
In September 1994, a group of investors (the "Investor Group") purchased
shares of Common Stock, Common Stock Contingent Share Issuances, and Junior
Notes and Senior Notes of the Company. In connection with that investment,
certain agreements were entered into, pursuant to which the transactions
described below have occurred.
Recapitalization Agreement
The Company, the Investor Group, J. Erik Hvide, Hvide Family Trust I and
Hvide Family Trust II (the "Hvide Trusts") entered into a recapitalization
agreement (the "Recapitalization Agreement") in August 1996 in connection with
the IPO. Under the Recapitalization Agreement, immediately prior to the IPO,
74,704 shares of the 452,518 Class B Common Stock owned by the Investor Group
were converted into 74,704 shares of Class A Common Stock, the 313,215 shares of
Class C Common Stock of the Company owned by the Investor Group were converted
into 229,062 shares of Class A Common Stock and 84,153 shares of Class B Common
Stock and the 663,415 shares of Class C Common Stock owned by J. Erik Hvide and
the Hvide Trusts were converted into 663,415 shares of Class B Common Stock. In
addition, under the Recapitalization Agreement, $31.0 million of the proceeds of
the IPO was used to repay $15.9 million of principal and accrued but unpaid
interest on the Senior Notes that had been issued to the Investor Group in
September 1994 and $15.1 million of the principal and accrued but unpaid
interest on the Junior Notes that had been issued to the Investor Group in
September 1994. Also under the Recapitalization Agreement, the $13.9 million
principal amount of the Junior Notes remaining outstanding following application
of the proceeds of the IPO was converted into an aggregate of 55,500 shares of
Class A Common Stock and 1,188,502 shares of Class B Common Stock. The remaining
$10.2 million of accrued interest on and principal of the Senior Notes was
repaid in February 1997. In addition, the Company agreed to pay an annual
advisory fee of $100,000 to the Investor Group, with such amount reduced by the
compensation received by Messrs. Calhoun and Lee in their capacities as
directors of the Company. In 1997, $67,423.22 was paid to the
9
<PAGE> 12
Investor Group pursuant to such agreement. The parties are also parties to the
Shareholders Agreement and the CSI Agreement, each as described below.
Shareholders Agreement
In connection with the September 1994 issuance of the Senior Notes and the
Junior Notes, the Company, J. Erik Hvide, the Hvide Trusts, and the Investor
Group entered into an agreement granting certain voting and approval rights to
the Investor Group and J. Erik Hvide and certain members of his family (the
"Hvide Family"). Immediately prior to the IPO, that agreement was terminated and
Mr. Hvide, the Hvide Trusts, and the Investor Group entered into a new agreement
(the "Shareholders Agreement") containing the following provisions:
Designations to the Board of Directors. The Investor Group may nominate two
persons to the Board of Directors and must vote all its shares so as to elect
eight other persons nominated to the Board of Directors by J. Erik Hvide. Of
these eight nominees, one will be Mr. Hvide, no more than three others may be
employees of the Company, its subsidiaries or members of the Hvide Family, and
the remainder must be independent of Mr. Hvide, the Company, and its
subsidiaries. In addition, J. Erik Hvide and the Hvide Trusts must vote their
shares to elect the two Investor Group nominees. Mr. Lee is the Investor Group's
Class II nominee and Messrs. Sweeney, Mink, and Blankley are Mr. Hvide's Class
II nominees for re-election at the Annual Meeting. The number of nominees that
the Investor Group is entitled to designate will be reduced by one at such time
as the Investor Group's Primary Economic Interest (as defined in the
Shareholders Agreement) drops below 10%, and 5%, respectively, of the Company's
outstanding Common Stock. The Investor Group may remove its nominees, with or
without cause, and may nominate successors to its nominees. All director
nominees must be U.S. citizens.
Right of First Refusal. Mr. Hvide (together with the Hvide Trusts) and the
Investor Group, respectively, have granted a right of first refusal for each to
purchase the other's stock in certain circumstances.
Share Adjustment. The Investor Group agreed that, if following the issuance
of the CSIs (as defined below), the aggregate votes held by the Investor Group
by virtue of its ownership of Class A and Class B Common Stock would exceed the
votes held by the Hvide Family by virtue of its ownership of Class A and Class B
Common Stock, the Investor Group would convert sufficient Class B Common Stock
to Class A Common Stock to allow the Hvide Family to maintain a one-vote
majority over the Investor Group.
Contingent Share Issuance Agreement
Also in connection with the issuance of the Junior Notes, the Company and
the Investor Group entered into a Contingent Share Issuance Agreement (the "CSI
Agreement"). The agreement, as amended and restated pursuant to the
Recapitalization Agreement, provided for the issuance of additional shares of
Class A Common Stock to the purchasers of the Junior Notes to the extent
necessary for such purchasers to earn a specified return on their investment.
Mr. Hvide and the Hvide Trusts agreed in the Shareholders Agreement to
contribute to the Company a number of shares of Class B Common Stock equal to
the number of shares of Common Stock issued by the Company pursuant to the CSI
Agreement.
Pursuant to these agreements, in 1997 the Company issued 272,641 shares of
Class A Common Stock to the Clipper Partnerships, and J. Erik Hvide contributed
31,517 shares, Hvide Trust I contributed 224,139 shares, and Hvide Trust II
contributed 16,985 shares of Class B Common Stock to the Company. Pursuant to
the Shareholders Agreement, after such contribution, 240,471 shares of Class B
Common Stock held by the Clipper Partnerships were converted into an equal
number of shares of Class A Common Stock.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and Directors, and persons who own more than
ten percent of the Company's Common Stock, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. The Company
believes that each such person complied with such filing requirements during the
fiscal year ended
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<PAGE> 13
December 31, 1997, except Mr. Denning and Hvide Trust Limited, L.P., whose
initial reports on Form 3 were not timely filed.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 1998 by (i) each person
who is known by the Company to be the beneficial owner of more than five percent
of the Company's outstanding Common Stock, (ii) each director of the Company and
each Nominee, (iii) each Named Executive, and (iv) all directors and executive
officers of the Company as a group. Except as otherwise indicated, the Company
believes that the beneficial owners of the Common Stock listed, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
--------------------------- ---------------------------
PERCENT PERCENT PERCENT
NUMBER OF CLASS NUMBER OF CLASS OF TOTAL
NAME AND ADDRESS OF BENEFICIALLY BENEFICIALLY BENEFICIALLY BENEFICIALLY VOTING
BENEFICIAL OWNER(1) OWNED(1) OWNED OWNED OWNED POWER
------------------- ------------ ------------ ------------ ------------ --------
<S> <C> <C> <C> <C> <C>
Hvide Trust Limited, L.P.................... -- * 1,496,466 51.5% 36.1%
Hvide Holdings Corp.(2)..................... -- * 1,496,466 51.5% 36.1%
J. Erik Hvide(2)............................ 10,000 * 1,496,466 51.5% 36.1%
Clipper/Park HMI, L.P.(3)................... 214,057 1.7% 649,979 22.4% 16.2%
Clipper/Hercules, L.P.(3)................... 118,361 * 359,401 12.4% 9.0%
Clipper/Merban, L.P.(3)..................... 305,476 2.5% 111,960 3.9% 3.4%
Clipper/Merchant HMI, L.P.(3)............... 85,626 * 259,990 8.9% 6.5%
Clipper Capital Associates, L.P.(3)(4)...... 732,962 5.9% 1,409,999 48.5% 35.8%
Metropolitan Life Insurance Company(3)...... 71,820 * -- * *
Olympus Growth Fund II, L.P.(3)............. 67,596 * -- * *
John H. Blankley............................ 1,580 * -- * *
Eugene F. Sweeney........................... 9,966 * -- * *
Gene Douglas................................ 5,002 * -- * *
Andrew Brauninger........................... 8,672 * -- * *
Robert B. Calhoun, Jr.(4)................... 734,436 5.9% 1,409,999 48.5% 35.8%
Gerald Farmer............................... 6,798 * -- * *
Jean Fitzgerald............................. 2,865 * -- * *
John J. Lee (5)............................. 1,483 * -- * *
Josiah O. Low, III.......................... -- * -- * *
Walter C. Mink.............................. 1,367 * -- * *
Robert Rice................................. 3,000 * -- * *
Raymond B. Vickers.......................... 11,000 * -- * *
AMVESCAP PLC(6)............................. 1,001,844 8.3% -- * *
John Hancock Advisors, Inc.(7).............. 700,000 5.7% -- * *
Wellington Management Company, LLP(8)....... 970,900 10.44% -- * *
Pilgrim Baxter & Associates, Ltd.(9)........ 1,094,100 9.04% -- * *
PBHG Growth Fund(9)......................... 744,600 6.15% -- * *
All executive officers and directors as a
group (21 persons)(5)..................... 797,187 6.4% 2,906,465 100.0% 72%
</TABLE>
- ---------------
* Less than one percent
(1) Unless otherwise indicated, the address of each of the persons whose name
appears in the table above is: c/o Hvide Marine Incorporated, 2200 Eller
Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316.
(2) Includes shares directly held by Hvide Trust Limited, L.P. ("Hvide Trust").
Hvide Holdings Corp. ("Hvide Holdings") is the sole general partner of Hvide
Trust and J. Erik Hvide is the sole shareholder of Hvide Holdings with sole
power to act on behalf of Hvide Holdings.
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<PAGE> 14
(3) Member of the Investor Group, defined as the "Investor Shareholders" in the
Company's Articles of Incorporation. The Investor Group owns an aggregate of
1,595,898 shares of Class A Common Stock and 2,791,329 shares of Class B
Common Stock. The address for Clipper Capital Associates, L.P. ("Clipper
Capital"), Clipper/Hercules HMI, L.P., Clipper/Merban, L.P.,
Clipper/Merchant HMI, L.P., Clipper/ Park HMI, L.P. is: c/o Clipper Capital
Associates, L.P., 650 Madison Avenue, 9th Floor, New York, New York 10022.
The address for Metropolitan Life Insurance Company is: 334 Madison Avenue,
P.O. Box 633, Convent Station, New Jersey 07961-0633. The address for
Olympus Growth Fund II, L.P. is: c/o Olympus Partners, Metro Center, One
Station Place, Stamford, Connecticut 06902.
(4) Includes 33,094 shares owned by Clipper Capital and an aggregate of
1,827,226 shares held by Clipper/Hercules, L.P., Clipper/Merban, L.P.,
Clipper/Merchant, L.P. and Clipper/Park, L.P. (collectively, the "Clipper
Limited Partnerships"). Clipper Capital is the general partner of the
Clipper Limited Partnerships, and Mr. Calhoun is an officer, director, and
stockholder of the corporate general partner of Clipper Capital and thus
Clipper Capital and Mr. Calhoun may each be deemed to be the beneficial
owner of the shares held by the Clipper Limited Partnerships.
(5) Excludes 17,985 shares in which John J. Lee has a pecuniary interest as an
investor in the Clipper Limited Partnerships.
(6) Based upon a Schedule 13G filed with the Commission on February 12, 1998.
The address of AMVESCAP PLC is 11 Devonshire Square, London EC2M4YR England.
(7) Based upon a Schedule 13G filed with the Commission on February 3, 1998. The
address of John Hancock Advisors, Inc. is 101 Huntington Avenue, Boston,
Massachusetts 02199.
(8) Based upon a Schedule 13G filed with the Commission on August 8, 1997. The
address of Wellington Management Company, LLP is 75 State Street, Boston,
Massachusetts 02109.
(9) Based upon a Schedule 13G filed with the Commission on February 18, 1998.
The address of Pilgrim Baxter & Associates, Ltd. and PBHG Growth Fund is 825
Duportail Road, Wayne, Pennsylvania 19087.
12
<PAGE> 15
PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common Stock
to the cumulative total return to shareholders of (i) the stocks included in the
NASDAQ National Market United States Index from August 9, 1996 to December 31,
1997, and (ii) the Company's Peer Group Index for the same period, in each case
assuming the investment of $100 on August 9, 1996 at the initial public offering
price of $12.00 per share. The Company's Peer Group Index consists of Kirby
Corp., Maritrans, Inc., Seacor Smit, Inc., Stolt-Nielsen, S.A., Tidewater, Inc.,
and Trico Marine Services.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG HVIDE MARINE INC.,
NASDAQ INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD BROAD
(FISCAL YEAR COVERED) HVIDE MARINE PEER GROUP MARKET
<S> <C> <C> <C>
08/09/96 100.00 100.00 100.00
09/30/96 108.33 104.34 112.52
12/31/96 180.21 127.67 117.82
03/31/97 189.58 122.91 111.83
06/30/97 184.38 123.20 132.29
09/30/97 266.67 163.77 154.25
12/31/97 214.58 149.29 144.52
</TABLE>
13
<PAGE> 16
2. PROPOSAL TO ADOPT AN AMENDMENT TO THE
HVIDE MARINE INCORPORATED EQUITY OWNERSHIP PLAN
The Board of Directors has unanimously approved, subject to the
consideration and approval of the shareholders of the Company, an amendment to
the Hvide Marine Incorporated Equity Ownership Plan (the "Plan") to increase the
number of shares of Class A Common Stock ("Stock") available for issuance under
the Plan from 1,000,000 to 2,000,000. The Plan was originally approved by the
Board of Directors and shareholders of the Company in July 1996. As the Company
continues to grow, the Board of Directors believes that the success of the
Company depends in part upon its ability to attract and retain highly qualified
and competent officers and employees. The Board of Directors believes that
incentive-based compensation enhances that ability and provides motivation to
such persons to advance the interests of the Company and its shareholders. The
Board's approval and recommendation of the amendment to the Plan follows a
review and evaluation of such plan by the Compensation Committee.
A copy of the Plan, as proposed to be amended, is attached to this Proxy
Statement as Appendix A. The following is a brief summary of certain provisions
of the Plan, which summary is qualified in its entirety by reference to the full
text of the Plan. Capitalized terms not specifically defined in this section
shall have the same meaning given to such term in the Plan.
MATERIAL FEATURES OF THE PLAN
Administration of the Plan. The Plan is administered by the Compensation
Committee of the Board of Directors (the "Committee"). The Committee has full
authority in its discretion to determine the officers and employees of the
Company or its affiliates to whom awards will be granted and the terms and
provisions of such awards. Subject to the provisions of the Plan, the Committee
has full and conclusive authority to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the respective Stock Agreements issued under the Plan and to make
all other determinations necessary or advisable for the proper administration of
the Plan. The Committee's determination under the Plan need not be uniform and
may be made by it selectively among persons who receive, or are eligible to
receive, awards under the Plan (whether or not such persons are similarly
situated). The Committee's decisions are final and binding on all participants
in the Plan.
Participation in the Plan. Participants in the Plan are selected from
among the Company's officers and employees who, in the opinion of the Committee,
are in a position to contribute materially to the Company's continued growth and
development and to its long-term financial success. As of March 31, 1998,
approximately 3,025 persons were eligible for participation in the Plan, of
which 12 officers and 99 employees have received Awards (as defined herein)
under the Plan to date.
Awards Under the Plan. The Plan provides for the grant of any or all of
the following types of awards (collectively, "Awards"): (i) stock options,
including "incentive stock options," within the meaning of Section 422 of the
Code, and non-qualified stock options; (ii) stock appreciation rights,
freestanding or granted in connection with all or any portion of a previously or
contemporaneously granted Award; (iii) restricted stock; and (iv) performance
awards. Awards may be granted singly, in combination, or in tandem, as
determined by the Committee in its discretion. Subject to the Plan, the
Committee generally has the authority to fix the terms and number of Awards to
be granted under the Plan; provided that, in the case of Incentive Stock
Options, the aggregate Fair Market Value (determined as of the date an Incentive
Stock Option is granted) of Stock with respect to which Stock Options intended
to meet the requirements of Section 422 of the Code become exercisable for the
first time by an individual during any calendar year under all plans of the
Company and its Parents and Subsidiaries shall not exceed $100,000; provided
further, that if the limitation is exceeded, the Incentive Stock Option(s) which
cause the limitation to be exceeded shall be treated as Non-Qualified Stock
Option(s). No participant shall receive Awards which in total shall be for more
than 500,000 shares of Stock. As of March 31, 1998, the market value of the
Stock underlying all options, based on the closing price of the Company's Stock
of $17 5/8 as reported by The Nasdaq Stock Market on that date was
$14,891,803.13.
14
<PAGE> 17
Stock options are exercisable to purchase Stock during a period specified
in each Stock Agreement and may be exercisable pursuant to a vesting schedule
designated by the Committee. Stock appreciation rights generally entitle the
holder to receive cash or Stock having a value equal to the appreciation in the
fair market value of the common stock underlying the stock appreciation right
from the date of grant to the date of exercise. Restricted stock awards give the
recipient the right to receive a specified number of shares of Stock, subject to
such terms, conditions and restrictions as the Committee deems appropriate. As
of the date of this Proxy Statement, Non-Qualified Stock Options were the only
type of Award that had been granted under the Plan.
The Plan requires that the purchase price per share under any option or
stock appreciation right may not be less than 100% of the fair market value of
the underlying shares of Stock on the date of grant, or 110% of such value in
the case of incentive stock options granted to any employee owning more than 10%
percent of the outstanding capital stock of the Company (an "Over 10% Owner").
In addition, the term of any option or stock appreciation right may not exceed
ten years, or five years in the case of incentive stock options granted to an
Over 10% Owner. Vesting schedules for outstanding options range from 100%
vesting on the fourth anniversary of the date of grant to 25% vesting per year,
generally beginning on the first anniversary of the date of grant. The aggregate
fair market value of Stock with respect to which incentive stock options are
exercisable for the first time by any individual during any calendar year may
not exceed $100,000.
The exercise price for any option may be paid as follows: (a) in cash; (b)
with Stock that has been owned by the holder for at least six (6) months prior
to the date of exercise having an aggregate fair market value on the date of
exercise equal to the exercise price; (c) by tendering a combination of cash and
Stock; and/or (d) in any other form of valid consideration that is acceptable to
the Committee in its sole discretion.
Stock Subject to the Plan. An aggregate of 1,000,000 shares of Stock is
currently authorized and reserved for issuance under the Plan, subject to
adjustments as are appropriate to reflect any stock dividend, stock split or
increase or decrease in shares of Stock without receipt of consideration by the
Company. At March 31, 1998, options to purchase 844,925 shares of Stock were
outstanding, 101,550 shares of Stock remained available for issuance and 53,525
shares had been exercised under the Plan.
Effect of Certain Corporate Events. In the event of a merger,
consolidation or other reorganization of the Company or tender offer for shares
of Stock, the Committee may make such adjustments with respect to awards and
take such other action as it deems necessary or appropriate to reflect or in
anticipation of such merger, consolidation, reorganization or tender offer,
including, without limitation, the substitution of new Awards, the termination
or adjustment of outstanding Awards, the acceleration of Awards or the removal
of restrictions on outstanding Awards.
Effect of Termination of Employment. The Plan provides that in the event
of termination of a participant's service with the Company any Award under the
Plan may be canceled, accelerated, paid or continued, as provided in the Stock
Agreement or, in the absence of such provision, as the Committee, in its sole
discretion may determine.
Termination and Amendment of the Plan. The Plan allows the Board of
Directors, at any time, to amend or terminate the Plan without shareholder
approval; provided, however, that the Board of Directors may condition any
amendment on the approval of shareholders of the Company if such approval is
necessary or advisable with respect to tax, securities or other applicable laws.
The Plan also provides that no such termination or amendment without the consent
of the holder of an Award will adversely affect the rights of the Participant
under such Award.
SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN
Incentive Stock Options. No taxable income is realized by a participant
and no tax deduction is available to the Company upon either the grant or
exercise of an incentive stock option. If a participant holds the shares
acquired upon the exercise of an incentive stock option for more than one year
after the issuance of the shares upon exercise of the incentive stock option and
more than two years after the date of the grant of the incentive stock option
(the "ISO Holding Period"), the difference between the exercise price and the
15
<PAGE> 18
amount realized upon the sale of the shares will be treated as a long-term
capital gain or loss and no deduction will be available to the Company. If the
shares are transferred before the expiration of the ISO Holding Period, the
participant will realize ordinary income and the Company will be entitled to a
deduction on the portion of the gain, if any, equal to the difference between
the incentive stock option exercise price and the fair market value of the
shares on the date of exercise or, if less, the difference between the amount
realized on the disposition and the adjusted basis of the stock; provided,
however, that the deduction will not be allowed if such amount exceeds an
applicable deduction limitation and does not satisfy an exception to such
deduction limitation. Any further gain or loss from an arm's-length sale or
exchange will be taxable as a long-term or short-term capital gain or loss,
depending upon the holding period before disposition. Certain special rules
apply if an incentive stock option is exercised by tendering stock.
The difference between the incentive stock option exercise price and the
fair market value, at the time of exercise, of the Common Stock acquired upon
the exercise of an incentive stock option may give rise to alternative minimum
taxable income subject to an alternative minimum tax. Special rules also may
apply in certain cases where there are subsequent sales of shares in
disqualifying dispositions and to determine the basis of the stock for purposes
of computing alternative minimum taxable income on subsequent sale of the
shares.
Non-Qualified Stock Options. No taxable income generally is realized by
the participant upon the grant of a non-qualified stock option, and no deduction
generally is then available to the Company. Upon exercise of a non-qualified
stock option, the excess of the fair market value of the shares on the date of
exercise over the exercise price will be taxable to the participant as ordinary
income. Such amount will also be deductible by the Company unless such amount
exceeds an applicable deduction limitation and does not satisfy an exception to
such deduction limitation. The tax basis of shares acquired by the participant
will be the fair market value on the date of exercise. When a participant
disposes of shares acquired upon exercise of a non-qualified stock option, any
amount realized in excess of the fair market value of the shares on the date of
exercise generally will be treated as a capital gain and will be long-term or
short-term, depending on the holding period of the shares. The holding period
commences upon exercise of the non-qualified stock option. If the amount
received is less than such fair market value, the loss will be treated as a
long-term or short-term capital loss, depending on the holding period of the
shares. The exercise of a non-qualified stock option will not trigger the
alternative minimum tax consequences applicable to incentive stock options.
Stock Appreciation Rights. No taxable income will be realized by a
participant upon the grant of a stock appreciation right and no deduction will
be available to the Company. Upon the exercise of the stock appreciation right,
the participant will realize taxable income equal to the cash or the fair market
value (on the date of exercise) of the shares, or both, received, and the
Company will be entitled to a deduction unless such amount exceeds an applicable
deduction limitation and does not satisfy an exception to the deduction
limitation. The tax basis in any shares received will be the fair market value
on the date of exercise and, if shares received are held for more than one year,
the participant will realize long-term capital gain or loss upon disposition.
Restricted Stock. Unless a participant otherwise elects to be taxed upon
receipt of shares of restricted stock under the Plan, the participant must
include in his or her taxable income the difference between the fair market
value of the shares and the amount paid, if any, for the shares, as of the first
date the participant's interest in the shares is no longer subject to a
substantial risk of forfeiture or such shares become transferable. A
participant's rights in restricted stock awarded under the Plan are subject to a
substantial risk of forfeiture if the rights to full enjoyment of the shares are
conditioned, directly or indirectly, upon the future performance of substantial
services by the participant. Where shares of restricted stock received under the
Plan are subject to a substantial risk of forfeiture, the participant can elect
to report the difference between the fair market value of the shares on the date
of receipt and the amount paid, if any, for the stock as ordinary income in the
year of receipt. To be effective, the election must be filed with the Internal
Revenue Service within 30 days after the date the shares are transferred to the
participant. The Company is entitled to a Federal income tax deduction equal in
amount to the amount eligible for inclusion as compensation in the gross income
of the participant, unless such amount exceeds an applicable deduction
limitation and does not satisfy an exception to such deduction limitation. The
amount of taxable gain arising from a participant's sale of shares of restricted
stock acquired pursuant to the Plan is equal to the excess of the amount
realized on such sale over the sum of the
16
<PAGE> 19
amount paid, if any, for the stock and the compensation element included by the
participant in taxable income. For Stock held for more than one year, the
participant will realize long-term capital gain or loss upon disposition.
Cash Awards. A participant who receives a cash award will not recognize
any taxable income for Federal income tax purposes until the award is no longer
subject to substantial risk of forfeiture. Any cash or Stock received pursuant
to the award generally will be treated as compensation income in the year in
which the award becomes no longer subject to substantial risk of forfeiture. If
a cash award is paid in whole or in part in shares of Stock and the participant
is subject to Section 16(b) of the Exchange Act on the date of receipt of such
shares, the participant generally will not recognize compensation income until
the expiration of six months from the date of receipt, unless the participant
makes an election under Section 83(b) of the Code to recognize compensation
income on the date of receipt. In each case, the amount of compensation income
will equal the amount of cash and the fair market value of the shares of Common
Stock on the date compensation income is recognized. The Company or one of its
subsidiaries generally will be entitled to a compensation deduction for the
amount of compensation income the participant recognizes. Any stock options
received pursuant to such an award will not be subject to taxation upon the
issuance of the option, and no deduction would be available to the Company at
that time. Taxation to the participant (and deductibility for the Company) will
be governed by the same rules as set forth above in the summary of certain
Federal income tax consequences relating to non-qualified stock options.
PRIOR ISSUANCES OF OPTIONS UNDER THE PLAN
The following table sets forth certain information regarding options
received under the Plan from its inception through March 31, 1998, by (i) the
Named Executive Officers, (ii) all current executive officers as a group, (iii)
all employees including current officers who are not executive officers as a
group and (iv) each person who has received 5% or more of such options.
<TABLE>
<CAPTION>
OPTIONS GRANTED FROM
NAME OF INDIVIDUAL OR GROUP INCEPTION THROUGH MARCH 31, 1998
- --------------------------- --------------------------------
<S> <C>
J. Erik Hvide..................................... 100,000
John H. Blankley.................................. 100,000
Eugene F. Sweeney................................. 100,000
Andrew Brauninger................................. 30,000
Gene Douglas(1)................................... 28,000
Donald L. Caldera(2).............................. 100,000
All current executive officers as a group......... 510,000
All employees including current officers who are
not executive officers as a group............... 334,925
</TABLE>
- ---------------
(1) Mr. Douglas resigned from his position as an executive officer of the
Company effective March 1, 1998.
(2) Mr. Caldera resigned from his position as an executive officer of the
Company effective April 30, 1997.
The amounts that would be receivable by the individuals or groups named in
the table above under the Plan as proposed to be amended are not determinable at
this time.
PROPOSED AMENDMENT TO THE PLAN
The Board of Directors of the Company has unanimously approved the adoption
of an amendment to the Plan to increase the number of shares of Stock available
for issuance under such plan from 1,000,000 to 2,000,000.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
AMENDMENT TO THE HVIDE MARINE INCORPORATED EQUITY OWNERSHIP PLAN.
17
<PAGE> 20
3. PROPOSAL TO RATIFY APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent public accountants for the year ending 1998. The appointment of
independent public accountants by the Board of Directors is submitted annually
for ratification by the shareholders. A representative of Ernst & Young LLP will
be present at the Annual Meeting of Shareholders to respond to appropriate
questions and will have an opportunity to make a statement if he or she desires
to do so.
4. OTHER MATTERS
The Board of Directors has no knowledge of any additional business to be
presented for consideration at the Meeting. Should any such matters properly
come before the Meeting or any adjournments thereof, the persons named in the
enclosed proxy will have discretionary authority to vote such proxy in
accordance with their best judgment on such other matters and with respect to
matters incident to the conduct of the Meeting. Certain financial and other
information regarding the Company, including audited consolidated financial
statements of the Company and its subsidiaries for the last fiscal year, is
included in the Company's 1997 Annual Report to Shareholders mailed with this
Proxy Statement.
---------------------------
SHAREHOLDERS MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
AND THE SCHEDULES THERETO BY WRITING TO CHRISTOPHER D. STRONG, ASSISTANT
SECRETARY, HVIDE MARINE INCORPORATED, 2200 ELLER DRIVE, P.O. BOX 13038, FT.
LAUDERDALE, FLORIDA 33316. ADDITIONAL COPIES OF THIS PROXY STATEMENT AND THE
ACCOMPANYING PROXY ALSO MAY BE OBTAINED FROM MR. STRONG.
The affirmative vote of a plurality of the votes entitled to be cast
represented in person or by proxy at the Meeting is required to elect Directors.
The affirmative vote of a majority of the votes cast in person or by proxy is
required to approve proposals 2 and 3. Shares represented by proxies marked
"withhold authority" with respect to the election of a nominee for Director will
be counted for the purpose of determining the number of shares represented by
proxy at the Meeting. Such proxies thus will have the same effect as if the
shares represented thereby were voted against such nominee. If a broker
indicates on the proxy that it does not have discretionary authority to vote in
the election of Directors, those shares will not be counted for the purpose of
determining the number of shares represented by proxy at the Meeting.
The Company will pay the cost of soliciting proxies. In addition to
solicitation by use of the mail, certain officers and employees of the Company
may solicit the return of proxies by telephone, telegram, or in person.
ChaseMellon Shareholder Services, LLC, the Company's transfer agent, has been
engaged as well. The Company has requested that brokerage houses, custodians,
nominees, and fiduciaries forward soliciting materials to the beneficial owners
of Common Stock of the Company and will reimburse them for their reasonable
out-of-pocket expenses.
A list of shareholders of record entitled to be present and vote at the
Meeting will be available at the offices of the Company for inspection by the
shareholders during regular business hours from May 21, 1998 to the date of the
Meeting. The list will also be available during the Meeting for inspection by
shareholders who are present. Votes will be tabulated by an automated system
administered by ChaseMellon Shareholder Services, LLC, the Company's transfer
agent.
In order to assure the presence of the necessary quorum at the Meeting,
please sign and mail the enclosed proxy promptly in the envelope provided. No
postage is required if mailed within the United States. Signing and returning
the proxy will not prevent you from attending the Meeting and voting in person,
should you so desire.
18
<PAGE> 21
SHAREHOLDER PROPOSALS FOR THE
1999 ANNUAL MEETING OF SHAREHOLDERS
Any shareholder who wishes to present a proposal for consideration at the
annual meeting of shareholders to be held in 1999 must submit such proposal in
accordance with the rules promulgated by the Securities and Exchange Commission.
In order for a proposal to be included in the proxy materials relating to the
1999 annual meeting, it must be received by the Company no later than December
21, 1998. Such proposals should be addressed to Christopher D. Strong, Assistant
Secretary, Hvide Marine Incorporated, 2200 Eller Drive, P.O. Box 13038, Ft.
Lauderdale, Florida 33316.
19
<PAGE> 22
APPENDIX A
HVIDE MARINE INCORPORATED
AMENDED AND RESTATED
EQUITY OWNERSHIP PLAN
<PAGE> 23
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 1 DEFINITIONS.............................................. 1
1.1 Definitions................................................. 1
SECTION 2 GENERAL TERMS............................................ 3
2.1 Purpose of the Plan......................................... 3
2.2 Stock Subject to the Plan................................... 3
2.3 Administration of the Plan.................................. 3
2.4 Eligibility and Limits...................................... 3
SECTION 3 TERMS OF AWARDS.......................................... 4
3.1 Terms and Conditions of All Awards.......................... 4
3.2 Terms and Conditions of Options............................. 4
(a) Option Price............................................ 4
(b) Option Term............................................. 4
(c) Payment................................................. 4
(d) Conditions to the Exercise of an Option................. 5
(e) Termination of Incentive Stock Option................... 5
(f) Special Provisions for Certain Substitute Options....... 5
3.3 Terms and Conditions of Stock Appreciation Rights........... 5
(a) Payment................................................. 5
(b) Conditions to Exercise.................................. 5
3.4 Terms and Conditions of Stock Awards........................ 6
3.5 Terms and Conditions of Dividend Equivalent Rights.......... 6
(a) Payment................................................. 6
(b) Conditions to Payment................................... 6
3.6 Terms and Conditions of Performance Unit Awards............. 6
(a) Payment................................................. 6
(b) Conditions to Payment................................... 6
3.7 Terms and Conditions of Phantom Shares...................... 6
(a) Payment................................................. 6
(b) Conditions to Payment................................... 7
3.8 Treatment of Awards Upon Termination of Employment.......... 7
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 4 RESTRICTIONS ON STOCK.................................... 7
4.1 Escrow of Shares............................................ 7
4.2 Forfeiture of Shares........................................ 7
4.3 Restrictions on Transfer.................................... 7
SECTION 5 GENERAL PROVISIONS....................................... 7
5.1 Withholding................................................. 7
5.2 Changes in Capitalization; Merger; Liquidation.............. 8
5.3 Compliance with Code........................................ 8
5.4 Right to Terminate Employment............................... 8
5.5 Restrictions on Delivery and Sale of Shares; Legends........ 8
5.6 Non-alienation of Benefits.................................. 9
5.7 Termination and Amendment of the Plan....................... 9
5.8 Stockholder Approval........................................ 9
5.9 Choice of Law............................................... 9
5.10 Effective Date of Plan...................................... 9
</TABLE>
<PAGE> 25
HVIDE MARINE INCORPORATED
AMENDED AND RESTATED
EQUITY OWNERSHIP PLAN
Hvide Marine Incorporated hereby establishes this Plan to be called the
Equity Ownership Plan to encourage certain employees of the Company to acquire
Common Stock of the Company, to make monetary payments to certain employees
based upon the value of the Common Stock, or based upon achieving certain goals
on a basis mutually advantageous to such employees and the Company and thus
provide an incentive for continuation of the efforts of the employees for the
success of the Company, for continuity of employment and to further the
interests of the shareholders.
SECTION 1 -- DEFINITIONS
1.1 Definitions. Whenever used herein, the masculine pronoun shall be
deemed to include the feminine, the singular to include the plural, unless the
context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:
(a) "Award" means any Stock Option, Stock Appreciation Right, Restricted
Stock or Performance Award granted under the Plan.
(b) "Beneficiary" means the person or persons designated by a
Participant to exercise an Award in the event of the Participant's death while
employed by the Company, or in the absence of such designation, the executor or
administrator of the Participant's estate.
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" means conduct by the Participant amounting to (1) fraud or
dishonesty against the Company, (2) willful misconduct, repeated refusal to
follow the reasonable directions of the Board of Directors of the Company, or
knowing violation of law in the course of performance of the duties of
Participant's employment with the Company, (3) repeated absences from work
without a reasonable excuse, (4) repeated intoxication with alcohol or drugs
while on the Company's premises during regular business hours, (5) a conviction
or plea of guilty or nolo contendere to a felony or a crime involving
dishonesty, or (6) a breach or violation of the terms of any employment or other
agreement to which Participant and the Company are party.
(e) "Change in Control" shall be deemed to have occurred if (i) a tender
offer shall be made and consummated of the ownership of 30% or more of the
outstanding voting securities of the Company, (ii) the Company shall be merged
or consolidated with another corporation and as a result of such merger or
consolidation less than 70% of the outstanding voting securities of the
surviving or resulting corporation shall be owned in the aggregate by the former
shareholders of the Company, other than affiliates (within the meaning of the
Securities Exchange Act of 1934) of any party to such merger or consolidation,
(iii) the Company shall sell substantially all of its assets to another
corporation which is not a wholly owned company, or (iv) a person, within the
meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date
hereof) of the securities Exchange Act of 1934, shall acquire 30% or more of the
outstanding voting securities of the Company (whether directly, indirectly
beneficially or of record). For purposes hereof, ownership of voting securities
shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant
to the Securities Exchange Act of 1934.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Committee" means the Compensation Committee of the Board of
Directors.
(h) "Company" means Hvide Marine Incorporated, a Florida corporation.
(i) "Disability" has the same meaning as provided in the retirement plan
maintained by the Company. In the event of a dispute, the determination of
Disability shall be made by the Committee. In making its determination the
Committee may, but is not required to, rely on advice of a physician competent
1
<PAGE> 26
in the area to which such Disability relates. The Committee may make the
determination in its sole discretion and any decision of the Committee will be
binding on all parties.
(j) "Disposition" means any conveyance, sale, transfer, assignment,
pledge or hypothecation, whether outright or as security, inter vivos or
testamentary, with or without consideration, voluntary or involuntary.
(k) "Dividend Equivalent Rights" means certain rights to receive cash
payments as described in Plan Section 3.5.
(l) "Fair Market Value" means, for any particular date,(i) for any
period during which the Stock shall not be listed for trading on a national
securities exchange, but when prices for the Stock shall be reported by the
National Market System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the last transaction price per share as
quoted by the National Market System of NASDAQ, (ii) for any period during which
the Stock shall not be listed for trading on a national securities exchange or
its price reported by the National Market System of NASDAQ, but when prices for
the Stock shall be reported by NASDAQ, the closing bid price as reported by
NASDAQ, (iii) for any period during which the Stock shall be listed for trading
on a national securities exchange, the closing price per share of Stock on such
exchange as of the close of such trading day, or (iv) the market price per share
of Stock as determined by a qualified valuation expert selected by the Board in
the event neither (i), (ii), or (iii) above shall be applicable. If the Fair
Market Value is to be determined as of a day when the securities markets are not
open, the Fair Market Value on that day shall be the Fair Market Value on the
next succeeding day when the markets are open.
(m) "Incentive Stock Option" means an incentive stock option, as defined
in Code Section 422, described in Plan Section 3.2.
(n) "Non-Qualified Stock Option" means a stock option, other than an
option qualifying as an Incentive Stock Option, described in Plan Section 3.2
(o) "Option" means a Non-Qualified Stock Option or an Incentive Stock
Option.
(p) "Over 10% Owner" means an individual who at the time an Incentive
Stock Option is granted owns Stock possession more than 10% of the total
combined voting power of the Company or one of its Parents of Subsidiaries,
determined by applying the attribution rules of Code Section 424(d).
(q) "Parent" means any corporation (other than the Company) in an
unbroken chain of corporation ending with the Company if, with respect to
Incentive Stock Options, at the time of granting of the Option, each of the
corporation other than the company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.
(r) "Participant" means an individual who receives an Award hereunder.
(s) "Performance Unit Award" refers to a performance unit award
described in Plan Section 3.6.
(t) "Phantom Shares" refers to the rights described in Plan Section 3.7.
(u) "Plan" means the Hvide Marine Incorporated Equity Ownership Plan.
(v) "Retirement" means a Participant's termination of employment after
attaining age 62.
(w) "Stock" means the Company's Class A common stock.
(x) "Stock Agreement" means an agreement between the Company and a
Participant or other documentation evidencing an Award.
(y) "Stock Appreciation Right" means a stock appreciation right
described in Plan Section 3.3.
(z) "Stock Award" means a stock award described in Plan Section 3.4.
(aa) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, with respect to
Incentive Stock Options, at the time of the
2
<PAGE> 27
granting of the Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possession 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.
(ab) "Termination of Employment" means the termination of the
employee-employer relationship between a Participant and the Company and its
affiliates regardless of the fact that severance or similar payments are made to
the Participant, for any reason, including, but not by way of limitation, a
termination by resignation, discharge, death, Disability or Retirement. The
Committee shall, in its absolute discretion, determine the effect of all matters
and questions relating to Termination of Employment, including, but not by way
of limitation, the question of whether a leave of absence constitutes a
Termination of Employment, or whether a Termination of Employment is for Cause.
In the event that a Participant who has been granted a Non-Qualified Stock
Option hereunder ceases to be an employee but remains a member of the Board, no
Termination of Employment shall be deemed to have occurred until the Participant
ceases to be a member of the Board.
(ac) "Vested" means that an Award is nonforfeitable and exercisable with
regard to a designated number of shares of Stock.
SECTION 2 -- GENERAL TERMS
2.1 Purpose of the Plan. The Plan is intended to (a) provide incentive to
officers and employees of the Company and its affiliates to stimulate their
efforts toward the continued success of the Company and to operate and manage
the business in a manner that will provide for the long-term growth and
profitability of the Company; (b) encourage stock ownership by officers and
employees by providing them with a means to acquire a proprietary interest in
the Company by acquiring shares of Stock or to receive compensation which is
based upon appreciation in the value of Stock; and (c) provide a means of
obtaining and rewarding personnel.
2.2 Stock Subject to the Plan. Subject to adjustment in accordance with
Section 5.2, 2,000,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved and subject to issuance under the Plan. At no time shall the Company
have outstanding Awards and shares of Stock issued in respect to Awards in
excess of the Maximum Plan Shares. To the extent permitted by law, the shares of
Stock attributable to the nonvested, unpaid, unexercised, unconverted or
otherwise unsettled portion of any Award that is forfeited, canceled or expires
or terminates for any reason without becoming vested, paid, exercised, converted
or otherwise settled in full shall again be available for purposes of the Plan.
2.3 Administration of the Plan. The Plan shall be administered by the
Committee. The Committee shall have full authority in its discretion to
determine the officers and employees of the Company or its affiliates to whom
Awards shall be granted and the terms and provisions of Stock Incentives,
subject to the Plan. Subject to the provisions of the Plan, the Committee shall
have full and conclusive authority to interpret the Plan; to prescribe, amend
and rescind rules and regulations relating to the Plan; to determine the terms
and provisions of the respective Stock Agreements and to make all other
determinations necessary or advisable for the proper administration of the Plan.
The committee's determination under the Plan need not be uniform and may be made
by it selectively among persons who receive, or are eligible to receive, awards
under the Plan (whether or not such persons are similarly situated). The
Committee's decisions shall be final and binding on all Participants.
2.4 Eligibility and Limits. Participants in the Plan shall be selected by
the Committee from among those employees of the Company and its affiliates who,
in the opinion of the Committee, are in a position to contribute materially to
the Company's continued growth and development and to its long-term financial
success. In the case of Incentive Stock Options, the aggregate Fair Market Value
(determined as at the date an Incentive Stock Option is granted) of Stock with
respect to which Stock Options intended to meet the requirements of Code Section
422 become exercisable for the first time by an individual during any calendar
year under all plans of the Company and its Parents and Subsidiaries shall not
exceed $100,000; provided further, that if the limitation is exceeded, the
Incentive Stock Option(s) which cause the limitation to be
3
<PAGE> 28
exceeded shall be treated as Non-Qualified Stock Option(s). No participant shall
receive Awards which in total shall be for more than 500,000 shares of Stock.
SECTION 3 -- TERMS OF AWARDS
3.1 Terms and Conditions of All Awards.
(a) The number of shares of Stock as to which an Award shall be granted
shall be determined by the Committee in its sole discretion, subject to the
provisions of Sections 2.2 and 2.4 as to the total number of shares available
for grants under the Plan.
(b) Each Award shall be evidenced by a Stock Agreement in such form as
the Committee may determine is appropriate, subject to the provisions of the
Plan.
(c) The date an Award is granted shall be the date on which the
Committee has approved the terms and conditions of the Stock Agreement and has
determined the recipient of the Award and the number of shares covered by the
Award and has taken all such other action necessary to complete the grant of the
Award.
(d) The Committee may provide in any Stock Agreement a vesting
schedule. The vesting schedule shall specify when such Awards shall become
Vested and thus exercisable. Notwithstanding any vesting schedule which may be
specified in a Stock Agreement, in the event the Participant terminates within 2
years following a Change of Control the Awards granted under the Plan shall
become 100% Vested and exercisable except to the extent that the exercisability
of any such Award would result in an "excess parachute payment" within the
meaning of Section 280G of the Code.
(e) Awards shall not be transferable or assignable except by will or by
the laws of descent and distribution and shall be exercisable, during the
Participant's lifetime, only by the Participant, or in the event of the
Disability of the Participant, by the legal representative of the Participant.
3.2 Terms and Conditions of Options. At the time any Option is granted,
the Committee shall determine whether the Option is to be an Incentive Stock
Option or a Non-Qualified Stock Option, and the Option shall be clearly
identified as to its status as an Incentive Stock Option or a Non-Qualified
Stock Option. At the time any Incentive Stock Option is exercised, the Company
shall be entitled to place a legend on the certificates representing the shares
of Stock purchased pursuant to the Option to clearly identify them as shares of
Stock purchased upon exercise of an Incentive Stock Option. An Incentive Stock
Option may only be granted within ten (10) years from the earlier of the date
the Plan, as amended and restated, is adopted or approved by the Company's
stockholders.
(a) Option Price. Subject to adjustment in accordance with Section 5.2
and the other provisions of this Section 3.2, the exercise price (the "Exercise
Price") per share of the Stock purchasable under any Option shall be as set
forth in the applicable Stock Agreement. With respect to each grant of an
Incentive Stock Option to a Participant who is not an Over 10% Owner, the
Exercise Price per share shall not be less than the Fair Market Value on the
date the Option is granted. With respect to each grant for an Incentive Stock
Option to a Participant who is an Over 10% Owner, the Exercise Price shall not
be less than 110% of the Fair Market Value on the date the Option is granted.
(b) Option Term. Any Incentive Stock Option granted to a Participant
who is not an Over 10% Owner shall not be exercisable after the expiration of
ten (10) years after the date the Option is granted. Any Incentive Stock Option
granted to an Over 10% Owner shall not be exercisable after the expiration of
five (5) years after the date the Option is granted. In either case, the
Committee may specify a shorter term and state such term in the Stock Agreement.
(c) Payment. Payment for all shares of Stock purchased pursuant to
exercise of an Option shall be made in any form or manner authorized by the
Committee in the Stock Agreement or by amendment thereto, including, but not
limited to, cash or, if the Stock Agreement provides, (i) by delivery to the
Company of a number of shares of Stock which have been owned by the holder for
at least six (6) months prior to the date of
4
<PAGE> 29
exercise having an aggregate Fair Market Value on the date of exercise equal to
the Exercise Price or (ii) by tendering a combination of cash and Stock. Payment
shall be made at the time that the Option or any part thereof is exercised, and
no shares shall be issued or delivered upon exercise of an option until full
payment has been made by the Participant. The holder of an Option, as such,
shall have none of the rights of a stockholder.
(d) Conditions to the Exercise of an Option. Each Option granted under
the Plan shall be exercisable by whom, at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Agreement; provided, however, that subsequent to the grant
of an Option, the Committee, at any time before complete termination of such
Option, may accelerate the time or times at which such Option may be exercised
in whole or in part, including, without limitation, upon a Change in Control and
may permit the Participant or any other designated person to exercise the
Option, or any portion thereof, for all or part of the remaining Option term
notwithstanding any provision of the Stock Agreement to the contrary.
(e) Termination of Incentive Stock Option. With respect to an Incentive
Stock Option, in the event of Termination of Employment of a Participant, the
Option or portion thereof held by the Participant which is unexercised shall
expire, terminate, and become unexercisable no later than the expiration of
three (3) months after the date of Termination of Employment; provided, however,
that in the case of a holder whose Termination of Employment is due to death or
Disability, one (1) year shall be substituted for such three (3) month period.
For purposes of this Subsection (e), Termination of Employment of the
Participant shall not be deemed to have occurred if the Participant is employed
by another corporation (or a parent or subsidiary corporation of such other
corporation) which has assumed the Incentive Stock Option of the Participant in
a transaction to which Code Section 424(a) is applicable.
(f) Special Provisions for Certain Substitute Options. Notwithstanding
anything to the contrary in this Section 3.2, any Option issued in substitution
for an option previously issued by another entity, which substitution occurs in
connection with a transaction to which Code Section 424(a) is applicable, may
provide for an exercise price computed in accordance with such Code Section and
the regulations thereunder and may contain such other terms and conditions as
the Committee may prescribe to cause such substitute Option to contain as nearly
as possible the same terms and conditions (including the applicable vesting and
termination provisions) as those contained in the previously issued option being
replaced thereby.
3.3 Terms and Conditions of Stock Appreciation Rights. A Stock
Appreciation Right may be granted in connection with all or any portion of a
previously or contemporaneously granted Award or not in connection with an
Award. A Stock Appreciation Right shall entitle the Participant to receive the
excess of (1) the Fair Market Value of a specified or determinable number of
shares of the Stock at the time of payment or exercise over (2) a specified
price which, in the case of a Stock Appreciation Right granted in connection
with an Option, shall be not less than the Exercise Price for that number of
shares. A Stock Appreciation Right granted in connection with an Award may only
be exercised to the extent that the related Award has not been exercised, paid
or otherwise settled. The exercise of a Stock Appreciation Right granted in
connection with an Award shall result in a pro rata surrender or cancellation of
any related Award to the extent the Stock Appreciation Right has been exercised.
(a) Payment. Upon payment or exercise of a Stock Appreciation Right,
the Company shall pay to the Participant the appreciation in cash or shares of
Stock (valued at the aggregate Fair Market Value on the date of payment or
exercise) as provided in the Stock Agreement or, in the absence of such
provision, as the Committee may determine.
(b) Conditions to Exercise. Each Stock Appreciation Right granted under
the Plan shall be exercisable or payable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Agreement; provided, however, that subsequent to the grant
of a Stock Appreciation Right, the Committee, at any time before complete
termination of such Stock Appreciation Right, may accelerate the time or times
at which such Stock Appreciation Right may be exercised or paid in whole or in
part.
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3.4 Terms and Conditions of Stock Awards. The numbers of Stock subject to
a Stock Award and restrictions or conditions on such shares, if any, shall be as
the Committee determines, and the certificate for such shares shall bear
evidence of any restrictions or conditions. Subsequent to the date of the grant
of the Stock Award, the Committee shall have the power to permit, in its
discretion, an acceleration of the expiration of an applicable restriction
period with respect to any part or all of the shares awarded to a Participant.
The Committee may require a cash payment from the Participant in an amount no
greater than the aggregate Fair Market Value of the shares of Stock awarded
determined at the date of grant in exchange for the grant of a Stock Award or
may grant a Stock Award without the requirement of a cash payment.
3.5 Terms and Conditions of Dividend Equivalent Rights. A Dividend
Equivalent Right shall entitle the Participant to receive payments from the
Company in an amount determined by reference to any cash dividends paid on a
specified number of shares of Stock to Company stockholders of record during the
period such rights are effective. The Committee may impose such restrictions and
conditions on any Dividend Equivalent Right as the Committee in its discretion
shall determine, including the date any such right shall terminate and may
reserve the right to terminate, amend or suspend any such right at any time.
(a) Payment. Payment in respect of a Dividend Equivalent Right may be
made by the Company in cash or shares of Stock (valued at Fair Market Value on
the date of payment) as provided in the Stock Agreement or, in the absence of
such provision, as the Committee may determine.
(b) Conditions to Payment. Each Dividend Equivalent Right granted under
the Plan shall be payable at such time or times, or upon the occurrence of such
event or events, and in such amounts, as the Committee shall specify in the
Dividend Equivalent Right; provided, however, that subsequent to the grant of a
Dividend Equivalent Right, the Committee, at any time before complete
termination of such Dividend Equivalent Right, may accelerate the time or times
at which such Dividend Equivalent Right may be paid in whole or in part.
3.6 Terms and Conditions of Performance Unit Awards. A Performance Unit
Award shall entitle the Participant to receive, at a specified future date,
payment of an amount equal to all or a portion of the value of a specified
number of units (stated in terms of a designated dollar amount per unit) granted
by the Committee. At the time of the grant, the Committee must determine the
base value of each unit, the number of units subject to a Performance Unit
Award, the performance factors applicable to the determination of the ultimate
payment value of the Performance Unit Award and the period over which Company
performance shall be measured. The Committee may provide for an alternate base
value for each unit under certain specified conditions.
(a) Payment. Payment in respect of Performance Unit Awards may be made
by the Company in cash or shares of Stock (valued at Fair Market Value on the
date of payment) as provided in the Stock Agreement or, in the absence of such
provision, as the Committee may determine.
(b) Conditions to Payment. Each Performance Unit Award granted under
the Plan shall be payable at such time or times, or upon the occurrence of such
event or events, and in such amounts, as the Committee shall specify in the
Performance Unit Award; provided, however, that subsequent to the grant of a
Performance Unit Award, the Committee, at any time before complete termination
of such Performance Unit Award, may accelerate the time or times at which such
Performance Unit Award may be paid in whole or in part.
3.7 Terms and Conditions of Phantom Shares. Phantom shares shall entitle
the Participant to receive, at a specified future date, payment of an amount
equal to all or a portion of the Fair Market Value of a specified number of
shares of Stock at the end of a specified period. At the time of the grant, the
Committee shall determine the factors which will govern the portion of the
rights so payable, including, at the discretion of the Committee, any
performance criteria that must be satisfied as a condition to payment.
(a) Payment. Payment in respect of Phantom Shares may be made by the
Company in cash or shares of Stock (valued at Fair Market Value on the date of
payment) as provided in the Stock Agreement or, in the absence of such
provision, as the Committee may determine.
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(b) Conditions to Payment. Each Phantom Share granted under the Plan
shall be payable at such time or times, or upon the occurrence of such event or
events, and in such amounts, as the Committee shall specify in the Phantom
Share; provided, however, that subsequent to the grant of a Phantom Share, the
Committee, at any time before complete termination of such Phantom Share, may
accelerate the time or times at which such Phantom Share may be paid in whole or
in part.
3.8 Treatment of Awards Upon Termination of Employment. Except as
otherwise provided by Plan Section 3.2(e), any award under this Plan to a
Participant who suffers a Termination of Employment may be canceled,
accelerated, paid or continued, as provided in the Stock Agreement or, in the
absence of such provision, as the Committee may determine. The portion of any
award exercisable in the event of continuation or the amount of any payment due
under a continued award may be adjusted by the Committee to reflect the
Participant's period of service from the date of grant through the date of the
Participant's Termination of Employment or such other factors as the Committee
determines are relevant to its decision to continue the award.
SECTION 4 -- RESTRICTIONS ON STOCK
4.1 Escrow of Shares. Any certificates representing the shares of Stock
issued under the Plan shall be issued in the Participant's name, but, if the
Stock Agreement so provides, the shares of Stock shall be held by a custodian
designated by the Committee (the "Custodian"). Each Stock Agreement providing
for transfer of shares of Stock to the Custodian shall appoint the Custodian as
the attorney-in-fact for the Participant for the term specified in the Stock
Agreement, with full power and authority in the Participant's name, place and
stead to transfer, assign and convey to the Company any shares of Stock held by
the Custodian for such Participant, if the Participant forfeits the shares under
the terms of the Stock Agreement. During the period that the Custodian holds the
shares subject to this Section, the Participant shall be entitled to all rights,
except as provided in the Stock Agreement, applicable to shares of Stock not so
held. Any dividends declared on shares of Stock held by the Custodian shall, as
the Committee may provide in the Stock Agreement, be paid directly to the
Participant or, in the alternative, be retained by the Custodian until the
expiration of the term specified in the Stock Agreement and shall then be
delivered, together with any proceeds, with the shares of Stock to the
Participant or the Company, as applicable.
4.2 Forfeiture of Shares. Notwithstanding any vesting schedule set forth
in any Stock Agreement, in the event that the Participant violates a non
competition agreement as set forth in the Stock Agreement, all Awards and shares
of Stock issued to the holder pursuant to the Plan shall be forfeited; provided,
however, that the Company shall return to the holder the lesser of any
consideration paid by the Participant in exchange for Stock issued to the
Participant pursuant to the Plan or the then Fair Market Value of the Stock
forfeited hereunder.
4.3 Restrictions on Transfer. The Participant shall not have the right to
make or permit to exist any Disposition of the shares of Stock issued pursuant
to the Plan except as provided in the Plan or the Stock Agreement. Any
Disposition of the shares of Stock issued under the Plan by the Participant not
made in accordance with the Plan or the Stock Agreement shall be void. The
Company shall not recognize, or have the duty to recognize, any Disposition not
made in accordance with the Plan and the Stock Agreement, and the shares so
transferred shall continue to be bound by the Plan and the Stock Agreement.
SECTION 5 -- GENERAL PROVISIONS
5.1 Withholding. The Company shall deduct from all cash distributions
under the Plan any taxes required to be withheld by federal, state or local
government. Whenever the Company proposes or is required to issue or transfer
shares of Stock under the Plan or upon the vesting of any Stock Award, the
Company shall have the right to require the recipient to remit to the Company an
amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares or the vesting of such Stock Award. A Participant may pay the withholding
tax in cash, or, if the Stock Agreement provides, a Participant may also elect
to have the number of shares of Stock he is to receive
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reduced by, or with respect to a Stock Award, tender back to the Company, the
smallest number of whole shares of Stock which, when multiplied by the Fair
Market Value of the shares determined as of the Tax Date (defined below), is
sufficient to satisfy federal, state and local, if any, withholding taxes
arising from exercise or payment of an Award (a "Withholding Election"). A
Participant may make a Withholding Election only if both of the following
conditions are met:
(a) The Withholding Election must be made on or prior to the date on
which the amount of tax required to be withheld is determined (the "Tax Date")
by executing and delivering to the Company a properly completed notice of
Withholding Election as prescribed by the Committee; and
(b) Any Withholding Election made will be irrevocable; however, the
Committee may in its sole discretion approve and give no effect to the
Withholding Election.
5.2 Changes in Capitalization; Merger; Liquidation.
(a) The number of shares of Stock reserved for the grant of Options,
Dividend Equivalent Rights, Performance Unit Awards, Phantom Shares, Stock
Appreciation Rights and Stock Awards; the number of shares of Stock reserved for
issuance upon the exercise or payment, as applicable, of each outstanding
Option, Dividend Equivalent Right, Performance Unit Award, Phantom Share and
Stock Appreciation Right and upon vesting or grant, as applicable, of each Stock
Award; the Exercise Price of each outstanding Option and the specified number of
shares of Stock to which each outstanding Dividend Equivalent Right, Phantom
Share and Stock Appreciation Right pertains shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Stock resulting
from a subdivision or combination of shares or the payment of a stock dividend
in shares of Stock to holders of outstanding shares of Stock or any other
increase or decrease in the number of shares of Stock outstanding effected
without receipt of consideration by the Company.
(b) In the event of a merger, consolidation or other reorganization of
the Company or tender offer for shares of Stock, the Committee may make such
adjustments with respect to awards and take such other action as it deems
necessary or appropriate to reflect or in anticipation of such merger,
consolidation, reorganization or tender offer, including, without limitation,
the substitution of new awards, the termination or adjustment of outstanding
awards, the acceleration of awards or the removal of restrictions on outstanding
awards. Any adjustment pursuant to this Section 5.2 may provide, in the
Committee's discretion, for the elimination without payment therefor of any
fractional shares that might otherwise become subject to any Award.
(c) The existence of the Plan and the Awards granted pursuant to the
Plan shall not affect in any way the right or power of the Company to make or
authorize any adjustment, reclassification, reorganization or other change in
its capital or business structure, any merger or consolidation of the Company,
any issue of debt or equity securities having preferences or priorities as to
the Stock or the rights thereof, the dissolution or liquidation of the Company,
any sale or transfer of all or any part of its business or assets, or any other
corporate act or proceeding.
5.3 Compliance with Code. All Incentive Stock Options to be granted
hereunder are intended to comply with Code Section 422, and all provisions of
the Plan and all Incentive Stock Options granted hereunder shall be construed in
such manner as to effectuate that intent.
5.4 Right to Terminate Employment. Nothing in the Plan or in any Award
shall confer upon any Participant the right to continue as an employee or
officer of the Company or any of its affiliates or affect the right of the
Company or any of its affiliates to terminate the Participant's employment at
any time.
5.5 Restrictions on Delivery and Sale of Shares; Legends. Each Award is
subject to the condition that if at any time the Committee, in its discretion,
shall determine that the listing, registration or qualification of the shares
covered by such Award upon any securities exchange or under any state or federal
law is necessary or desirable as a condition of or in connection with the
granting of such Award or the purchase or delivery of shares thereunder, the
delivery of any or all shares pursuant to such Award may be withheld unless and
until such listing, registration or qualification shall have been effected. If a
registration statement is not in effect under the Securities Act of 1933 or any
applicable state securities laws with respect to the shares of Stock
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<PAGE> 33
purchasable or otherwise deliverable under Awards then outstanding, the
Committee may require, as a condition of exercise of any Option or as a
condition to any other delivery of Stock pursuant to an Award, that the
Participant or other recipient of an Award represent, in writing, that the
shares received pursuant to the Award are being acquired for investment and not
with a view to distribution and agree that shares will not be disposed of except
pursuant to an effective registration statement, unless the Company shall have
received an opinion of counsel that such disposition is exempt from such
requirement under the Securities Act of 1933 and any applicable state securities
laws. The Company may include on certificates representing shares delivered
pursuant to an Award such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as the Company, in
its discretion, shall deem appropriate.
5.6 Non-alienation of Benefits. Other than as specifically provided with
regard to the death of a Participant, no benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge; and any attempt to do so shall be void. No such benefit
shall, prior to receipt by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or torts of the
Participant.
5.7 Termination and Amendment of the Plan. The Board of Directors at any
time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of stockholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws. No such termination or
amendment without the consent of the holder of an Award shall adversely affect
the rights of the Participant under such Award.
5.8 Stockholder Approval. The Plan shall be submitted to the stockholders
of the Company for their approval within twelve (12) months before or after the
adoption of the Plan by the Board of Directors of the Company. If such approval
is not obtained, any Award granted hereunder shall be void.
5.9 Choice of Law. The laws of the State of Florida shall govern the Plan,
to the extent not preempted by federal law.
5.10 Effective Date of Plan. The Plan, as amended and restated, shall
become effective upon the date the Plan is approved by the stockholders of the
Company.
HVIDE MARINE INCORPORATED
By:
----------------------------------
Title:
Attest: -------------------------------
- ------------------------------
Secretary
[CORPORATE SEAL]
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Appendix B
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
HVIDE MARINE INCORPORATED
COMMON STOCK PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS AT 10:30 A.M. LOCAL TIME,
MONDAY, JUNE 1, 1998 AT TERMINAL 26, PORT EVERGLADES, FLORIDA
The undersigned hereby appoints J. Erik Hvide and Christopher D.
Strong, or either of them, with full power of substitution, as Proxies to
represent and vote all of the shares of Common Stock of Hvide Marine
Incorporated held of record by the undersigned at the above-stated Annual
Meeting, and any adjournments thereof, upon the matter set forth in the Notice
of Annual Meeting of Shareholders and Proxy Statement dated April 27, 1998, as
follows:
ANY PROXY HERETOFORE GIVEN BY THE UNDERSIGNED WITH RESPECT TO SUCH STOCK IS
HEREBY REVOKED. RECEIPT OF THE NOTICE OF THE 1998 ANNUAL MEETING AND PROXY
STATEMENT, AND 1997 ANNUAL REPORT TO SHAREHOLDERS IS HEREBY ACKNOWLEDGED.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
!FOLD AND DETACH HERE!
<TABLE>
<S> <C> <C>
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, IT WILL BE VOTED FOR MESSRS. SWEENEY,
MINK, BLANKLEY, AND LEE AS DIRECTOR, FOR PROPOSALS 2 AND 3 AND IN THE DISCRETION OF THE PROXY OR PROXIES ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.
PLEASE MARK [X]
YOUR VOTE AS
INDICATED IN
THIS EXAMPLE
1. ELECTION OF DIRECTORS NOMINEES: EUGENE F. SWEENEY, WALTER C. MINK, 2. PROPOSAL TO ADOPT AN AMENDMENT TO
JOHN H. BLANKLEY, AND JOHN J. LEE THE EQUITY OWNERSHIP PLAN
FOR WITHHELD
ALL AS TO ALL FOR, except vote withheld from the following nominees: FOR AGAINST ABSTAIN
NOMINEES NOMINEES
_____________________________________________________ [ ] [ ] [ ]
[ ] [ ]
3. PROPOSAL TO RATIFY APPOINTMENT OF 4. TO TAKE ANY ACTION UPON ANY OTHER BUSINESS THAT MAY PROPERLY
INDEPENDENT PUBLIC ACCOUNTANTS COME BEFORE THE ANNUAL MEETING
FOR AGAINST ABSTAIN MARK HERE IF YOU PLAN TO [ ]
ATTEND THE MEETING
[ ] [ ] [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
--------------------------------------------
--------------------------------------------
--------------------------------------------
Signature Signature Date
---------------------------------------------- ---------------------------------------------- ----------
Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on this proxy. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your FULL title.
- ------------------------------------------------------------------------------------------------------------------------------------
!FOLD AND DETACH HERE!
</TABLE>
