EXHIBIT 10.1.1
FORM OF STOCK OPTION AGREEMENT
2007 LONG-TERM INCENTIVE PLAN
This
is an Agreement dated the ______ day of ______________ 200__, between
ATWOOD OCEANICS,
INC., (the "Company")
and
________________________ ("Option
Holder").
Recitals:
The Company has adopted its 2007 Long-Term Incentive Plan (as
amended,
restated, or otherwise modified from time to time, the "Plan") for
the granting
to Participants (as defined in the Plan) of options to purchase
shares of the
Common Stock of the Company. Pursuant to said Plan, the
Compensation Committee
of the Company's Board of Directors has approved and ratified the
execution of
this Stock Option Agreement between the Company and the Option
Holder.
Agreement:
1. The Company grants to the Option Holder the right and option
to
purchase, on the terms and conditions hereinafter set forth, all or
any part of
an aggregate of __________ shares of the Common Stock, $1.00 par
value, of the
Company at the option price of $_______ per share (the "Options"),
exercisable
from time to time, subject to the provisions of this Agreement,
during a period
commencing at the end of the first year following the date of this
Agreement
(the "Anniversary Date") and expiring at the close of business ten
(10) years
from the date of this Agreement (the "Expiration Date").
2. To the extent such rights shall not have been exercised and to
the
extent the Options were exercisable at the time of any termination
on or after
the Option Holder's "Retirement Date" as such term is defined in
the Atwood
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Oceanics, Inc. Employees' Retirement Plan (or its successor)
("Retirement"),
death of the Option Holder or the Option Holder's Disability(as
defined as
defined in Section 22(e) of the Internal Revenue Code of 1986, as
amended), the
Option Holder (or his or her personal representative in the case of
death) shall
be entitled to exercise all or any part of any vested but
unexercised Options
during the remaining term of such Options. If an Option Holder's
employment with
the Company, its subsidiaries or affiliates (collectively, the
"Company Group")
terminates for any other reason besides Retirement, death or
Disability, the
Option Holder shall be entitled to exercise all or any part of any
vested but
unexercised Options for a period of up to three months from such
date of
termination. It is understood and agreed that neither the grant of
this Option
nor the execution of this Agreement shall create any right of the
Option Holder
to remain in the employ of the Company Group, and that the Company
Group retains
the right to terminate such employment at will, for due cause or
otherwise.
3. These Options are non-exercisable during the first (1) year
during
which the Agreement is in effect. Thereafter, these Options are
exercisable at
the times and for the percentage of shares herein granted as
follows:
(i) On or After the First Anniversary Date:
_________________
-
25%
(ii) On or After the Second Anniversary Date:
_________________
-
25%
(iii) On or After the Third Anniversary Date:
_________________
-
25%
(iv) On or After the Fourth Anniversary Date:
_________________
-
25%
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Provided, however, that the Options are cumulative, so that any
shares
not purchased pursuant to exercise of vested Options within any one
of the
periods above specified may be purchased thereafter in a subsequent
period, in
whole or in part, until the expiration or termination of the
Options.
4. The Option Holder shall give written notice of the exercise of
one
or more Options to the Secretary of the Company at its office in
Houston, Texas,
specifying the number of shares to be purchased and accompanied by
payment in
cash or by certified or cashier's check payable to the order of the
Company of
the full purchase price of the shares to be purchased. Payment may
also be made
by delivery to the Company of an executed irrevocable Option
exercise form
together with irrevocable instructions to a broker dealer to sell a
sufficient
portion of the shares and deliver the sale proceeds
