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Exhibit 10.1
SEACOR HOLDINGS INC. 2007 SHARE INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR
ANNUAL SHARE INCENTIVE GRANT AGREEMENT
THIS ANNUAL SHARE INCENTIVE GRANT AGREEMENT ("Agreement") is
made and entered into as of [DATE] ("Grant Date") by and between
SEACOR Holdings
Inc. (the "Company"), and __________ (the "Non-Employee
Director") pursuant to
the terms and conditions of the Seacor Holdings Inc. 2007 Share
Incentive Plan
(the "Plan").
SECTION 1. STOCK OPTION AWARD.
(a) Stock Option Grant. On the terms and conditions set forth in
this Agreement
and the Plan, the Company grants to the Non-Employee Director on
the Grant Date
a Stock Option to purchase a number of shares of Company common
stock, par value
$.01, (the "Common Stock") at the Exercise Price, as set forth
below. This Stock
Option shall not constitute "incentive stock options" within the
meaning of
Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
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Shares
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Exercise Price
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Vesting This Stock Option shall vest and become
exercisable upon the earlier of:
(A) the first anniversary of the Grant Date
and
(B) the date of the first annual meeting of
the stockholders of the Company after the
Grant Date, provided that the Non-Employee
Director continues to serve as a director of
the Company on such date.
VESTING ACCELERATOR: This Stock Option shall
become 100% vested and immediately
exercisable in the event of (A) a Change in
Control or (B) the termination of the
service of a Non-Employee Director by reason
of Disability or death.
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(b) Payment of Exercise Price. The Stock 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.
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(c) Term.
(i) In General. Subject to earlier termination as set forth
herein,
this Stock Option shall terminate on the tenth anniversary of
the Grant Date.
(ii) Termination of Directorship (voluntary retirement or
failure to
be nominated/elected to the Board). In the event that the
service of the
Non-Employee Director is terminated by reason of (x) voluntary
retirement from
service as a director of the Company or (y) failure of the
Company to nominate
for re-election such Non-Employee Director who is otherwise
eligible or (z) the
failure of such Non-Employee Director to be re-elected by
Stockholders following
nomination by the Company (in the case of (y) and (z), if such
failure to be
nominated/elected to the Board was not due to Cause) this Stock
Option to the
extent vested as of the date of such termination shall expire on
the earliest
of: (xx) the expiration of the term set forth in Section 1(b)(i)
above and (yy)
one (1) year after the date of such termination of service.
(iii) Termination of Directorship due to Death or Disability. In
the
event that the service of the Non-Employee Director is
terminated by reason of
death or Disability (as defined in Section 22(e)(3) of the
Code), this Stock
Option shall expire on the earliest of: (x) the expiration of
the term set forth
in Section 1(b)(i) above and (y) one (1) year after the date of
such termination
of service. Notwithstanding the above, in the event that the
service of the
Non-Employee Director is terminated by reason of death and this
Stock Option has
a remaining term of less than one (1) year on such date, the
term of this stock
option shall automatically be extended to the first anniversary
of the date of
death.
(iv) Termination of Directorship Due to Any Other Reason
Including
Cause. In the event that the service of the Non-Employee
Director is terminated
by any reason other than voluntary retirement, failure to be
nominated/elected
to the Board without Cause, death or disability, this Stock
Option shall no
longer be exercisable and shall terminate and be of no further
force or effect
from and after the date of such termination. For purposes of
this agreement,
"Cause" shall mean the failure of the Company to nominate for
re-election such
Non-Employee due to any act of (x) fraud or intentional
misrepresentation or (y)
embezzlement, misappropriation or conversion of assets or
opportunities of the
Company or any subsidiary corporation or parent corporation of
the Company.
SECTION 2. STOCK AWARDS
(a) Stock Award Grant. On the terms and conditions set forth in
this Agreement
and the Plan, the Company grants to the Non-Employee Director on
the Grant Date
a Stock Award of [NUMBER] shares of Common Stock as follows:
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Shares Delivery/Vesting Date
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