Exhibit 10.1
EIGHTH AMENDED AND
RESTATED
OMNI ENERGY SERVICES
CORP.
STOCK INCENTIVE
PLAN
1. Purpose. The purpose of the Stock
Incentive Plan (the “Plan”) of OMNI Energy Services
Corp. (“OMNI”) is to increase shareholder value and to
advance the interests of OMNI and its subsidiaries (collectively,
the “Company”) by furnishing a variety of economic
incentives (the “Incentives”) designed to attract,
retain and motivate key employees, officers and directors and to
strengthen the mutuality of interests between such employees,
officers and directors and OMNI’s shareholders. Incentives
consist of opportunities to purchase or receive shares of common
stock, $.01 par value per share, of OMNI (the “Common
Stock”), on terms determined under the Plan. As used in the
Plan, the term “subsidiary” means any corporation of
which OMNI owns (directly or indirectly) within the meaning of
Section 425(f) of the Internal Revenue Code of 1986, as
amended (the “Code”), 50% or more of the total combined
voting power of all classes of stock.
2. Administration.
2.1. Composition. The Plan shall be
administered by the Compensation Committee of the Board of
Directors of OMNI or by a subcommittee thereof (the
“Committee”). The Committee shall consist of not fewer
than two members of the Board of Directors, each of whom shall
(a) qualify as a “non-employee director” under
Rule 16b-3 under the Securities Exchange Act of 1934 (the
“1934 Act”) or any successor rule, and (b) qualify
as an “outside director” under Section 162(m) of
the Code.
2.2. Authority. The Committee shall
have plenary authority to award Incentives under the Plan, to
interpret the Plan, to establish any rules or regulations relating
to the Plan that it determines to be appropriate, to enter into
agreements with participants as to the terms of the Incentives (the
“Incentive Agreements”) and to make any other
determination that it believes necessary or advisable for the
proper administration of the Plan. Its decisions in matters
relating to the Plan shall be final and conclusive on the Company
and participants. The Committee may delegate its authority
hereunder to the extent provided in Section 3 hereof. The
Committee shall have authority to award Incentives under the Plan
to directors who are not also employees of the Company
(“Outside Directors”).
3. Eligible Participants. Key
employees and officers of the Company (including officers who also
serve as directors of the Company), directors, consultants and
advisors to the Company shall become eligible to receive Incentives
under the Plan when designated by the Committee. Employees may be
designated individually or by groups or categories, as the
Committee deems appropriate. With respect to participants not
subject to Section 16 of the 1934 Act or Section 162(m)
of the Code, the Committee may delegate to appropriate personnel of
the Company its authority to designate participants, to determine
the size and type of Incentives to be received by those
participants and to determine or modify performance objectives for
those participants.
4. Types of Incentives. Incentives
may be granted under the Plan to eligible participants in any of
the following forms, either individually or in combination,
(a) incentive stock options and non-qualified stock options;
(b) restricted stock; and (c) other stock-based awards
(“Other Stock-Based Awards”).
5. Shares Subject to the
Plan.
5.1. Number of Shares. Subject to
adjustment as provided in Section 10.5, a total of 5,750,000
shares of Common Stock are authorized to be issued under the Plan.
Subject to adjustment as provided in Section 10.5, Incentives
with respect to no more than
B-1
500,000 may be granted through the Plan to a
single participant in one calendar year. In the event that an
Incentive granted hereunder expires or is terminated or cancelled
prior to exercise or payment, any shares of Common Stock that were
issuable thereunder may again be issued under the Plan. In the
event that shares of Common Stock are issued as Incentives under
the Plan and thereafter are forfeited or reacquired by the Company
pursuant to rights reserved upon issuance thereof, such forfeited
and reacquired shares may again be issued under the Plan. If an
Other Stock-Based Award is to be paid in cash by its terms, the
Committee need not make a deduction from the shares of Common Stock
issuable under the Plan with respect thereto. If and to the extent
that an Other Stock-Based Award may be paid in cash or shares of
Common Stock, the total number of shares available for issuance
hereunder shall be debited by the number of shares payable under
such Incentive, provided that upon any payment of all or part of
such Incentive in cash, the total number of shares available for
issuance hereunder shall be credited with the appropriate number of
shares represented by the cash payment, as determined in the sole
discretion of the Committee. Additional rules for determining the
number of shares granted under the Plan may be made by the
Committee, as it deems necessary or appropriate.
5.2. Type of Common Stock. Common
Stock issued under the Plan may be authorized and unissued shares
or issued shares held as treasury shares.
6. Stock Options. A stock option is
a right to purchase shares of Common Stock from OMNI. Stock options
granted under this Plan may be incentive stock options or
non-qualified stock options. Incentive stock options may be granted
only to employees of the Company. Any option that is designated as
a non-qualified stock option shall not be treated as an incentive
stock option. Each stock option granted by the Committee under this
Plan shall be subject to the following terms and
conditions:
6.1. Price. The exercise price per
share shall be determined by the Committee, subject to adjustment
under Section 10.5; provided that in no event shall the
exercise price be less than the Fair Market Value of a share of
Common Stock on the date of grant, except that in connection with
an acquisition, consolidation, merger or other extraordinary
transaction, options may be granted at less than the then Fair
Market Value in order to replace options previously granted by one
or more parties to such transaction (or their affiliates) so long
as the aggregate spread on such replacement options for any
recipient of such options is equal to or less than the aggregate
spread on the options being replaced.
6.2. Number. The number of shares of
Common Stock subject to the option shall be determined by the
Committee, subject to Section 5.1 and subject to adjustment as
provided in Section 10.5.
6.3. Duration and Time for Exercise.
The term of each stock option shall be determined by the Committee.
Each stock option shall become exercisable at such time or times
during its term as shall be determined by the Committee.
Notwithstanding the foregoing, the Committee may accelerate the
exercisability of any stock option at any time, in addition to the
automatic acceleration of stock options under
Section 10.11.
6.4. Manner of Exercise. A stock
option may be exercised, in whole or in part, by giving written
notice to the Company, specifying the number of shares of Common
Stock to be purchased. The exercise notice shall be accompanied by
the full purchase price for such shares. The option price shall be
payable in United States dollars and may be paid by (a) cash;
(b) uncertified or certified check; (c) unless otherwise
determined by the Committee, by delivery of shares of Common Stock
held by the optionee for at least six months, which shares shall be
valued for this purpose at the
B-2
Fair Market Value on the business day
immediately preceding the date such option is exercised;
(d) unless otherwise determined by the Committee, by
delivering a properly executed exercise notice together with
irrevocable instructions to a broker approved by OMNI (with a copy
to OMNI) to promptly deliver to OMNI the amount of sale or loan
proceeds to pay the exercise price; or (e) in such other
manner as may be authorized from time to time by the
Committee.
6.5. Incentive Stock Options.
Notwithstanding anything in the Plan to the contrary, the following
additional provisions shall apply to the grant of stock options
that are intended to qualify as Incentive Stock Options (as such
term is defined in Section 422 of the Code):
A. Any Incentive Stock Option
agreement authorized under the Plan shall contain such other
provisions as the Committee shall deem advisable, but shall in all
events be consistent with and contain or be deemed to contain all
provisions required in order to qualify the options as Incentive
Stock Options.
B. All Incentive Stock Options must
be granted within ten years from the date on which this Plan is
adopted by the Board of Directors.
C. Unless sooner exercised, all
Incentive Stock Options shall expire no later than ten years after
the date of grant.
D. No Incentive Stock Options shall
be granted to any participant who, at the time such option is
granted, would own (within the meaning of Section 422 of the
Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the employer corporation or of its
parent or subsidiary corporation.
E. The aggregate Fair Market Value
(determined with respect to each Incentive Stock Option as of the
time such Incentive Stock Option is granted) of the Common Stock
with respect to which Incentive Stock Options are exercisable for
the first time by a participant during any calendar year (under the
Plan or any other plan of OMNI or any of its subsidiaries) shall
not exceed $100,000. To the extent that such limitation is
exceeded, such options shall not be treated, for federal income tax
purposes, as Incentive Stock Options.
7. Restricted Stock
7.1. Grant of Restricted Stock. The
Committee may award shares of restricted stock to such officers,
directors and key employees as the Committee determines pursuant to
the terms of Section 3. An award of restricted stock shall be
subject to such restrictions on transfer and forfeitability
provisions and such other terms and conditions as the Committee may
determine, subject to the provisions of the Plan. An award of
restricted stock may also be subject to the attainment of specified
performance goals or targets. To the extent restricted stock is
intended to qualify as performance-based compensation under
Section 162(m) of the Code, it must be granted subject to the
attainment of performance goals as described in Section 7.2
below and meet the additional requirements imposed by
Section 162(m).
7.2. Performance-Based Restricted
Stock. To the extent that restricted stock granted under the Plan
is intended to vest based upon the achievement of pre-established
performance goals rather than solely upon continued employment over
a period of time, the performance goals pursuant to
B-3
which the restricted stock shall vest shall be
any or a combination of the following performance measures:
earnings per share, return on assets, an economic value added
measure, shareholder return, earnings, stock price, return on
equity, return on total capital, safety performance, reduction of
expenses or increase in cash flow of OMNI, a division of OMNI or a
subsidiary. For any performance period, such performance objectives
may be measured on an absolute basis or relative to a group of peer
companies selected by the Committee, relative to internal goals or
relative to levels attained in prior years. The Committee may not
waive any of the pre-established performance goal objectives,
except that such objectives shall be waived as provided in
Section 10.11 hereof, or as may be provided by the Committee
in the event of death, disability or retirement.
7.3. The Restricted Period. At the
time an award of restricted stock is made, the Committee shall
establish a period of time during which the transfer of the shares
of restricted stock shall be restricted (the “Restricted
Period”). The Restricted Period shall be a minimum of one
year, except that if the vesting of the shares of restricted stock
is based upon the attainment of performance goals, a minimum
Restricted Period of six months is permitted. Each award of
restricted stock may have a different Restricted Period. The
expiration of the Restricted Period shall also occur as provided
under Section 10.3 and under the conditions described in
Section 10.11 hereof.
7.4. Escrow. The participant
receiving restricted stock shall enter into an Incentive Agreement
with the Company setting forth the conditions of the grant.
Certificates representing shares of restricted stock shall be
registered in the name of the participant and deposited with the
Company, together with a stock power endorsed in blank by the
participant. Each such certificate shall bear a legend in
substantially the following form:
The transferability of this
certificate and the shares of Common Stock represented by it are
subject to the terms and conditions (including conditions of
forfeiture) contained in the OMNI Energy Services Corp. Stock
Incentive Plan (the “Plan”), and an agreement entered
into between the registered owner and OMNI Energy Services Corp.
thereunder. Copies of the Plan and the agreement are on file at the
principal office of OMNI Energy Services Corp.
7.5. Dividends on Restricted Stock.
Any and all cash and stock dividends paid with respect to the
shares of restricted stock shall be subject to any restrictions on
transfer, forfeitability provisions or reinvestment requirements as
the Committee may, in its discretion, prescribe in the Incentive
Agreement.
7.6. Forfeiture. In the event of the
forfeiture of any shares of restricted stock under the terms
provided in the Incentive Agreement (including any additional
shares of restricted stock that may result from the reinvestment of
cash and stock dividends, if so provided in the Incentive
Agreement), such forfeited shares shall be surrendered and the
certificates cancelled. The participants shall have the same rights
and privileges, and be subject to the same forfeiture provisions,
with respect to any additional shares received pursuant to
Section 10.5 due to a recapitalization, merger or other change
in capitalization.
7.7. Expiration of Restricted
Period. Upon the expiration or termination of the Restricted Period
and the satisfaction of any other conditions prescribed by the
Committee, the restrictions applicable to the restricted stock
shall lapse and a stock certificate for the number of shares of
restricted stock with respect to which the restrictions have lapsed
shall be delivered, free of all such restrictions and legends,
except any that may be imposed by law, to the participant or the
participant’s estate, as the case may be.
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7.8. Rights as a Shareholder.
Subject to the terms and conditions of the Plan and subject to any
restrictions on the receipt of dividends that may be imposed in the
Incentive Agreement, each participant receiving restricted stock
shall have all the rights of a shareholder with respect to shares
of st
