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Exhibit 10.2
FORM OF STOCK OPTION GRANT AGREEMENT
FOR OFFICERS AND KEY EMPLOYEES
PURSUANT TO THE SEACOR HOLDINGS INC. 2007 SHARE INCENTIVE
PLAN
This STOCK OPTION GRANT AGREEMENT dated as of ______ (the
"Agreement Date") sets
forth the agreement of SEACOR HOLDINGS Inc., a Delaware
corporation (the
"Company"), to grant options to ________, an employee of the
Company (the
"Employee"), to purchase shares of the Company's common stock,
par value $.01
(the "Common Stock"), on the terms and subject to the conditions
hereinafter
provided.
The stock options to be granted pursuant hereto shall not be
Incentive Stock
Options (as defined in Section 422A of the Internal Revenue Code
of 1986, as
amended).
1. Agreement to Grant; Grant Dates and Numbers of Shares. The
Company hereby
agrees, subject to Paragraph 5, to grant to the Employee options
to purchase a
total of _____ shares of Common Stock (referred to collectively
as the "Stock
Options") in four installments as follows:
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Options to purchase _____ shares to be granted on _____
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Options to purchase _____ shares to be granted on _____
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Options to purchase _____ shares to be granted on _____
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Options to purchase _____ shares to be granted on _____
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Each of ________, _________, _________ and ________ is referred
to herein as a
"Grant Date." Stock Options granted on any Grant Date shall vest
and become
exercisable to purchase shares as provided in Paragraph 4.
2. Exercise Price. The per share exercise price of the Stock
Options to be
granted on each Grant Date shall be equal to the Fair Market
Value on such Grant
Date. The Company shall provide notice to the Employee of the
per share exercise
price of each grant of Stock Options hereunder promptly after
the applicable
Grant Date.
3. Payment of Exercise Price. The option exercise price may be
paid in cash, by
the delivery of shares of Common Stock of the Company then owned
by the
Employee, by the withholding of shares of Common Stock for which
a Stock Option
is exercisable or by a combination of these methods. Payment may
also be made by
delivering a properly executed exercise notice to the Company
together with a
copy of irrevocable instructions to a broker to deliver promptly
to the Company
the amount of sale or loan proceeds to pay the exercise price.
To facilitate the
foregoing, the Company may enter into agreements for coordinated
procedures with
one or more brokerage firms. The Company may prescribe any other
method of
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paying the exercise price that it determines to be consistent
with applicable
law, including, without limitation, in lieu of the exercise of
Stock Options by
delivery of shares of Common Stock of the Company then owned by
the Employee,
providing the Company with a notarized statement attesting to
the number of
shares owned, where upon verification by the Company, the
Company may issue to
the Employee only the number of incremental shares to which the
Employee is
entitled upon exercise of the Stock Options. In determining
which methods the
Employee may utilize to pay the exercise price, the Company may
consider such
factors as it determines are appropriate.
4. Vesting and Exercise Period.
A. GENERAL. Subject to the terms and conditions set forth
herein, the
Stock Options granted on each Grant Date shall vest and be
exercisable
as follows:
NUMBER OF SHARES VESTING DATE
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Subject to Paragraph 4b, no Stock Option awarded hereunder shall
be
exercisable later than ten years after the Agreement Date. The
Stock
Option awarded hereunder shall not be transferable otherwise
than by
will or the laws of descent and distribution, and shall be
exercisable
during the Employee's lifetime only by the Employee.
B. DEATH. In the event of the Employee's death, each Stock
Option that
had been granted but was unexercised as of the date of death
shall vest
and become immediately exercisable, and may be exercised during
the
one-year period commencing on the date of death. In addition, in
the
event of the Employee's death, any and all Stock Options that
are
subject to grant under Paragraph 1 but have not yet been
granted
because, as of the date of death, the Grant Date had not yet
occurred,
shall be granted as of the date of death, which shall be the
"Grant
Date" for purposes thereof (or, if such date is not a business
day on
which the shares of Common Stock were traded, the "Grant Date"
shall be
the immediately preceding business day on which such shares
were
traded).
C. RETIREMENT. Subject to Paragraph 5, in the event of
Employee's formal
retirement from employment with the Company under acceptable
circumstances as determined by the Committee in its sole
discretion
(which determination may be conditioned upon, among other
things, the
Employee entering into a non-competition agreement with the
Company),
each Stock Option that had been granted but was unexercised as
of the
date of retirement shall vest and become immediately
exercisable, and
may be exercised until the first to occur of (i) the one
year
anniversary of the Employee's retirement date and (ii) the
tenth
anniversary of the Agreement Date. In addition, subject to
Paragraph 5,
2
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in the event of such retirement, any and all Stock Options that
are
subject to grant under Paragraph 1 but have not yet been
granted
because, as of the date of such retirement, the Grant Date had
not yet
occurred, shall be granted as of the date of retirement, which
shall be
the "Grant Date" for purposes thereof (or, if such date is not
in
business day on which shares of Common Stock are traded, the
"Grant
Date" shall be the immediately preceding business day on which
such
shares were traded).
D. TERMINATION OF EMPLOYMENT WITHOUT CAUSE. Subject to Paragraph
5, in
the event Employee's employment is terminated by the Company
without
Cause (as defined below), each Stock Option that had been
granted but
was unexercised as of the date of termination shall vest and
become
immediately exercisable, and may be exercised until the first to
occur
of (i) the date which shall be ninety (90) days after the
effective date
of such termination and (ii) the tenth anniversary of the
Agreement
Date. In addition, subject to Paragraph 5, in the event of a
termination
without Cause, any and all Stock Options that are subject to
grant under
Paragraph 1 but have not yet been granted because, as of the
date of
termination, the Grant Date had not yet occurred, shall be
granted as of
the date of termination, which shall be the "Grant Date" for
purposes
thereof (or, if such date is not a business day on which shares
of
Common Stock are traded, the "Grant Date" shall be the
immediately
preceding business day on which such shares were traded). For
purposes
hereof, "Cause" means (w) fraud, embezzlement or gross
insubordination
on the part of the Employee or breach by the Employee of his or
her
obligations under any Company policy or procedure; (x)
conviction of or
the entry of a plea of nolo contendere by the Employee for any
felony;
(y) a material breach of, or the willful failure or refusal by
the
Employee to perform and discharge, his or her duties,
responsibilities
or obligations, as an Employee; or (z) any act of moral
turpitude or
willful misconduct by the Employee which (A) is intended to
result in
substantial personal enrichment of the Employee at the expense
of the
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