Exhibit 10.25
SEACOR SMIT INC.
2003 NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
1.
PURPOSE. The SEACOR SMIT Inc. Non-Employee Director Share
Incentive
Plan (the "Plan") is intended (i) to provide incentives that
will
attract, retain and motivate highly competent persons as
non-employee
directors of SEACOR SMIT Inc. (the "Company"), and (ii) to assist
in
further aligning the interests of the Company's non-employee
directors with those of its other stockholders, by providing
non-employee directors with opportunities to acquire shares of
the
Common Stock, par value $.01 per share, of the Company ("Common
Stock") pursuant to the Benefits (as defined below) described
herein.
2.
ADMINISTRATION. The Plan will be administered by the Board of
Directors of the Company (the "Board") or a committee appointed
by
the Board from among its members (and references herein to the
Board
shall be deemed to include references to any such committee,
except
as the context otherwise requires). The Board is authorized,
subject
to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration
of
the Plan and to make such determinations and interpretations and
to
take such action in connection with the Plan and any Benefits
granted
hereunder as it deems necessary or advisable. All determinations
and
interpretations made by the Board shall be binding and conclusive
on
all participants and their legal representatives.
3.
PARTICIPANTS. Each member of the Board who is not an employee of
the
Company or any subsidiary of the Company (a "Non-Employee
Director")
shall be eligible to participate in the Plan.
4.
TYPE OF BENEFITS. Benefits under the Plan shall be granted in a
combination of (a) Stock Options and (b) Stock Awards (each as
described below, and collectively, the "Benefits"). Benefits may
be
evidenced by agreements (which need not be identical) in such
forms
as the Board may from time to time approve; provided, however,
that
in the event of any conflict between the provisions of the Plan
and
any such agreements, the provisions of the Plan shall prevail.
5.
COMMON STOCK AVAILABLE UNDER THE PLAN.
(a)
Subject to the provisions of this Section 5 and any
adjustments made in accordance with Section 8 hereof, the
maximum number of shares of Common Stock that may be
delivered to Non-Employee Directors and their
beneficiaries under the Plan shall be 150,000 shares of
Common Stock, which may be authorized and unissued or
treasury shares. Any shares of Common Stock covered by a
Stock Option granted under the Plan, which is forfeited,
is canceled, or expires, shall be deemed not to have been
delivered
for purposes of determining the maximum number
of shares of Common Stock available for delivery under the
Plan.
<PAGE>
(b)
If any Stock Option is exercised by tendering shares of
Common Stock to the Company as full or partial payment in
connection with the exercise of a Stock Option under the
Plan, only the number of shares of Common Stock issued net
of the shares of Common Stock tendered shall be deemed
delivered for purposes of determining the maximum number
of shares of Common Stock available for delivery under the
Plan.
6.
ANNUAL STOCK OPTIONS.
(a)
GRANT. On the date of each Annual Meeting of Stockholders
of the Company during the term of the Plan (commencing
with the 2003 Annual Meeting of Stockholders scheduled to
be held on May 14, 2003), each Non-Employee Director in
office immediately following such Annual Meeting shall be
granted automatically a stock option to purchase 3,000
shares of Common Stock (subject to adjustments made in
accordance with Section 8 hereof) (a "Stock Option").
Stock Options are not intended to constitute "incentive
stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
Any Non-Employee Director entitled to receive Stock
Options pursuant to the Plan may elect to decline such
Stock Options.
(b)
EXERCISE PRICE. Each Stock Option granted hereunder shall
have a per-share exercise price equal to the Fair Market
Value (as defined in Section 12 hereof) of a share of
Common Stock on the date of grant (subject to adjustments
made in accordance with Section 8 hereof).
(c)
PAYMENT OF EXERCISE PRICE. The option exercise price may
be paid in cash or, in the discretion of the Board, by the
delivery of shares of Common Stock then owned by the
Non-Employee Director (to be valued at their Fair Market
Value on the
date of exercise), by the withholding of
shares of Common Stock for which a Stock Option is
exercisable, or by a combination of these methods. The
Board may prescribe any other method of paying the
exercise price that it determines to be consistent with
applicable law and the purpose of the Plan, including,
without limitation, in lieu of the exercise of a Stock
Option by delivery of shares of Common Stock then owned by
a Non-Employee Director, providing the Company with a
notarized statement attesting to the number of shares
owned, in which case upon verification by the Company, the
Company would issue to the Non-Employee Director only the
number of incremental shares to which the Non-Employee
Director is entitled upon exercise of the Stock Option. In
determining which methods a Non-Employee Director may
utilize to pay the exercise price, the Board may consider
such factors as it determines are appropriate.
(d)
EXERCISE PERIOD.
2
<PAGE>
(i)
GENERAL. Each Stock Option granted to a
Non-Employee Director hereunder shall become
exercisable at any time following the earlier
to occur of (a) the first anniversary of the
date of grant and (b) the date of the first
annual meeting of the stockholders of the
Company that occurs after the date of grant,
provided that the Non-Employee Director
continues to serve as a director of the Company
on such date; provided, however, that any such
Stock Option granted to a Non-Employee Director
shall become immediately exercisable in the
event of (A) a Change in Control of the Company
(as defined in Section 8(b) hereof), as and to
the extent provided in Section 8(b) hereof, (B)
the termination of the service of a
Non-Employee Director as a director as a result
of disability (as defined in Section 22(c)(3)
of the Code) or (C) the death of the
Non-Employee Director. Each Stock Option shall
terminate on the tenth anniversary of the date
of grant unless terminated earlier pursuant to
the Plan or later pursuant to Section 6(d)(iii)
hereof.
(ii)
TERMINATION OF DIRECTORSHIP. If a Non-Employee
Director's service as a director of the Company
is terminated, any Stock Option previously
granted to such Non-Employee Director shall, to
the extent not theretofore exercised, terminate
and become null and void; provided, however,
that:
(a)
if the service of a Non-Employee
Director holding an outstanding
Stock Option is terminated by reason
of (i) such a Non-Employee's
disability (as defined in Section
22(e)(3) of the Code), (ii)
voluntary retirement from service as
a director of the Company, (iii)
failure of the Company to nominate
for re-election such Non-Employee
who is otherwise eligible, except if
such failure to nominate for
re-election is due to any act of (A)
fraud or intentional
misrepresentation or (B)
embezzlement, misappropriation or
conversion of assets or
opportunities of the Company or any
subsidiary corporation or parent
corporation of the Company (in which
case, such Stock Option shall
terminate and no longer be
exercisable), or (iv) the failure of
such Non-Employee Director to be
re-elected by Stockholders following
nomination by the Company, such
Stock Option shall, to the extent
not previously exercised, remain
exercisable at any time up to and
including (X) three (3) months after
the date of suc
