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Exhibit
10.12
SEITEL HOLDINGS,
INC.
STOCK OPTION
AGREEMENT
THIS STOCK OPTION AGREEMENT
(this “ Agreement ”) is entered into as of ,
between Seitel Holdings, Inc., a Delaware corporation (the “
Company ”), and (“ Participant
”).
Pursuant to the
Company’s 2007 Non-Qualified Stock Option Plan (the “
Plan ”), a copy of which is attached hereto as
Exhibit A , the administrative committee of the Plan (the
“ Committee ”) hereby grants the Participant an
Option to acquire shares of the Company’s common stock, par
value $.001 per share (the “ Common Stock) , subject
to the terms and conditions provided herein and the applicable
terms of the Plan and Securities Holders Agreement,
Certain provisions of this
Agreement are intended for the benefit of, and shall be enforceable
by, Investor (as defined in the Plan”). In the event a
provision of this Agreement is inconsistent or conflicts with the
provisions of the Plan, the provisions of the Plan will govern and
prevail.
NOW THEREFORE, the parties
hereto agree as follows:
1. Plan
Acknowledgement . Each of the undersigned agree that this
Agreement has been executed and delivered, and the Option has been
granted hereunder, in connection with and as a part of the
compensation and incentive arrangements between the Company and
Participant and, except as otherwise specified herein, pursuant to,
and subject to each of the terms and conditions of the Plan and the
Securities Holders Agreement, and the Participant agrees to be
bound by, and comply with, the terms of the Plan and the Securities
Holders Agreement. Capitalized terms used in this Agreement and not
defined shall have the meanings ascribed thereto in the Plan or ,
if no meaning is ascribed thereto in the Plan, the meaning ascribed
thereto in the Securities Holders Agreement.
2. Option Grant
.
(a) The Company hereby grants
to Participant, pursuant to the Plan, an Option to purchase up to
706 shares of Common Stock, at an exercise price per share of
$389.42 (the “ Per Share Exercise Price ”),
effective as of the date of this Agreement (the “ Grant
Date ”). The Option will expire on the close of business
on the tenth anniversary of the date of this Agreement, subject to
earlier expiration as provided herein or in the Plan. The Option is
a non-qualified stock option and is not intended to be an
“incentive stock option” within the meaning of
Section 422 of the Code.
(b) Early Expiration of
Options . Except as provided below in Section 3 or in an
employment agreement between the Participant and the Company, any
portion of the Option granted hereunder that has not vested and
become exercisable as of the Employment Termination Date shall
expire and be forfeited on such date and may not be exercised under
any circumstance. Any portion of the Option granted hereunder that
has vested and become exercisable as of the Employment Termination
Date shall also expire and be forfeited on the earlier of
(i) 45 days after the Employment Termination Date (provided
that such period shall be extended to six (6) months after
Participant’s termination, in the event Participant’s
termination
is due to death or
Disability) and (ii) the close of business on the tenth
anniversary of the date of this Agreement. Notwithstanding any
provision in this Agreement to the contrary if Participant is
discharged for Cause, all of Participant’s Options not
previously exercised shall expire and be forfeited whether
exercisable or not.
(c) Procedure for
Exercise . At any time after all or any portion of the Option
granted hereunder has become vested and exercisable with respect to
any shares of Common Stock subject thereto and prior to the close
of business on the tenth anniversary of the date of this Agreement
(except as provided for in Section 2(b) above), the
Participant may exercise all or any portion of the Option granted
hereunder with respect to Common Stock underlying such Option to
the extent vested pursuant to Section 3 below by delivering
written notice of exercise to the Company, together with (i) a
written acknowledgment that Participant has read and has been
afforded an opportunity to ask questions of the management of the
Company regarding all financial and other information provided to
Participant regarding the Company and its Subsidiaries
(ii) payment in full (A) by delivery of a
cashier’s, personal or certified check or wire transfer of
immediately available funds to the Company, in the amount equal, to
the number of shares of Common Stock to be acquired multiplied by
the Per Share Exercise Price (the “ Total Exercise
Price’ ), or (B) if permitted by the Company, by
(I) reducing the number of shares of Common Stock to be issued
upon exercise by a number of shares of Common Stock with a Fair
Market Value equal to the Total Exercise Price, or (II) with shares
previously owned by the Executive with a Fair Market Value equal to
the Total Exercise Price, and (iii) a joinder to the
Securities Holders Agreement satisfactory in form and content to
the Committee.
(d) Securities Laws
Restrictions . Participant represents that when Participant
exercises any portion of the Option, Participant will be purchasing
the Common Stock subject thereto for Participant’s own
account and not on behalf of others. Participant understands and
acknowledges that federal, state and foreign securities laws govern
and restrict Participant’s right to offer, sell or otherwise
dispose of any portion of the Option or Common Stock subject
thereto unless Participant’s offer, sale or other disposition
thereof is registered under the Securities Act and federal, state
and foreign securities laws or, in the opinion of the
Company’s counsel, such offer, sale or other disposition is
exempt from registration thereunder. Participant agrees that
Participant will not offer, sell or otherwise dispose of any Common
Stock in any manner which would: (i) require the Company to
file any registration statement (or similar filing under applicable
securities law) with the Securities and Exchange Commission or to
amend or supplement any such filing or (ii) violate or cause
the Company to violate the Securities Act, the rules and
regulations promulgated thereunder or any other applicable
securities law. Participant further understands that the
certificates for any Common Stock which Participant purchases upon
exercise of the Option shall bear the legend set forth in the
Securities Holders Agreement or such other legends as the Company
deems necessary or desirable in connection with the Securities Act
or other rules, regulations or laws.
(e) Limited
Transferability of the Options; Joinder to Securities Agreement
. The Options granted hereunder are personal to Participant and are
not transferable by Participant except as provided in the
Securities Holders Agreement. Participant agrees to exercise a
joinder to the Securities Holders Agreement, and to be bound by the
terms and conditions contained therein. Participant acknowledges
and agrees that the Option shall be treated as “Incentive
Securities” under the applicable provisions of the Securities
Holders Agreement. Participant
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acknowledges and agrees that
the Option and any Common Stock acquired upon the exercise thereof,
and any right or interest therein, may not be sold, transferred,
gifted, donated, pledged, hypothecated, disposed of or assigned by
Participant except as expressly provided in the Securities Holders
Agreement. Participant further acknowledges and agrees that the
Option and any right or interest therein, may not be sold,
assigned, transferred, gifted, donated, pledged, hypothecated or
disposed of, except that Participant will be required to sell or
otherwise dispose of such Option in accordance with the Securities
Holders Agreement.
3. Exercisability .
The Option shall become vested and exercisable in accordance with
the provisions of this Section 3. That portion of the Option
which has become vested as of the date of determination are
referred to herein as “ Vested Options ,” and
the remainder of the Option is referred to herein as “
Unvested Options .” Parti
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