Exhibit 10.2
Form of Non-Qualified Stock
Option Agreement – Employees
SEAHAWK DRILLING,
INC.
2009 LONG-TERM INCENTIVE
PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
This option agreement (“Option
Agreement” or “Agreement”) executed between
SEAHAWK DRILLING, INC. (the “Company”), and
(the “Optionee”), an employee of the Company or one of
its Subsidiaries, regarding a right (the “Option”)
awarded to the Optionee on
(the “Grant Date”) to purchase from the Company up to
but not exceeding in the aggregate
shares of Common Stock (as defined in the Seahawk Drilling, Inc.
2009 Long-Term Incentive Plan (the “Plan”)) at
$ . per share (the
“Grant Price”), such number of shares and such price
per share being subject to adjustment as provided in the Plan, and
further subject to the following terms and conditions:
|
|
1.
|
Relationship
to Plan and Employment Agreement.
|
This Option is subject to all of the
terms, conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by the
Committee and are in effect on the date hereof. Except as defined
herein, capitalized terms shall have the same meanings ascribed to
them under the Plan. In addition, the parties agree that
notwithstanding any provision herein to the contrary, this
Agreement shall be deemed modified by the provisions of any
employment agreement between the Optionee and the Company, and
vesting of this Award shall occur in the event stock options and
other awards specifically vest under such employment agreement. For
purposes of this Option Agreement:
(a) “Disability”
has the meaning set forth in Section 1.409A-3(i)(4)(A) of the
Treasury Regulations and shall be determined by the Committee in
its sole discretion.
(b) “Early
Retirement” means the Optionee’s termination of
Employment on or after the date the Optionee has (i) attained
age 55 and (ii) completed 15 years of continuous Employment
(measured from the Optionee’s last date of hire by the
Company or any of its Subsidiaries).
(c) “Employment”
means employment with the Company or any of its
Subsidiaries.
(d) “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
(e) “Option
Shares” means the shares of Common Stock covered by this
Option Agreement.
(f) “Retirement”
means the Optionee’s termination of Employment on or after
attainment of age 65.
(a) This Option may be exercised in
installments in accordance with the following schedule:
|
|
|
|
Date Vested
|
|
Additional Percentage of
Option
Shares Available for
Purchase
|
|
First anniversary of the Grant
Date
|
|
33 1 / 3
%
|
|
Second anniversary of the Grant
Date
|
|
33 1 / 3
%
|
|
Third anniversary of the Grant
Date
|
|
33 1 / 3
%
|
|
|
100%
|
Except as provided in subparagraph
(c) below, the Optionee must be in continuous Employment from
the Grant Date through the date of exercisability in order for the
Option to become exercisable with respect to additional shares of
Common Stock on such date.
(b) This Option shall become fully
exercisable, irrespective of the limitations set forth in
subparagraph (a) above, provided that the Optionee has been in
continuous Employment since the Grant Date, upon the occurrence
of:
(i) a Change in Control;
(ii) the Optionee’s
Disability; or
(iii) the Optionee’s
termination of Employment by reason of death.
(c) If Optionee’s termination
of Employment is due to Retirement, this Option shall continue to
become exercisable in accordance with the schedule identified in
subparagraph (a) above as if the Optionee had remained in
Employment until expiration of the Option.
(d) To the extent the Option becomes
exercisable, such Option may be exercised in whole or in part (at
any time or from time to time, except as otherwise provided herein)
until expiration of the Option pursuant to the terms of this
Agreement or the Plan.
The Option hereby granted shall
terminate and be of no force and effect with respect to any shares
of Common Stock not previously purchased by the Optionee at the
earliest time specified below:
(a) the tenth anniversary of the
Grant Date;
(b) if Optionee’s Employment
is terminated by the Company or a Subsidiary for serious misconduct
(as determined by the Committee) at any time after the Grant Date,
then the Option shall terminate immediately upon such termination
of Optionee’s Employment;
(c) if Optionee’s Employment
is terminated for any reason other than death, Early Retirement,
Retirement, Disability or serious misconduct, then the Option shall
terminate on the first business day following the expiration of the
60-day period which began on the date of termination of
Optionee’s Employment;
(d) if Optionee’s Employment
is terminated due to (i) death at any time after the Grant
Date and while in the employ of the Company or its Subsidiaries or
within 60 days after termination of such Employment or
(ii) Disability at any time after the Grant Date, then the
Option shall terminate on the first business day following the
expiration of the one-year period which began on the date of
Optionee’s death or Disability, as applicable; or
(e) if Optionee’s Employment
is terminated due to Early Retirement or Retirement, then the
Option shall terminate on the first business day following the
expiration of the three-year period which began on the date of
Optionee’s Early Retirement or Retirement, as
applicable.
Except as provided in
Section 2(c) hereof, in any event in which the Option remains
exercisable for a period of time following the date of termination
of Optionee’s Employment, the Option may be exercised during
such period of time only to the extent it was exercisable as
provided in Section 2 on such date of termination of
Optionee’s Employment