THIS AGREEMENT,
executed by the parties on the dates indicated on the signature
page, is by and between Superior Energy Services, Inc.
(“Superior”), and _______________
(“Optionee”).
WHEREAS Optionee
is a key employee of Superior or one of its subsidiaries
(collectively, the “Company”) and Superior considers it
desirable and in its best interest that Optionee be given an
inducement to acquire a proprietary interest in the Company and an
added incentive to advance the interests of the Company by
possessing an option to purchase shares of the common stock of
Superior, $.001 par value per share (the “Common
Stock”), in accordance with the Superior Energy Services,
Inc. 2005 Stock Incentive Plan (the “Plan”).
NOW, THEREFORE, in
consideration of the premises, it is agreed by and between the
parties as follows:
On
_______________, 20___ (the “Date of Grant”), Superior
granted to Optionee the right, privilege and option to purchase ___
shares of Common Stock (the “Option”) at an exercise
price of $____________ per share (the “Exercise
Price”). The Option shall be exercisable at the time
specified in Article II below. The Option is a non-qualified
stock option and shall not be treated as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).
2.1 Subject to the
provisions of the Plan and the other provisions of this Agreement,
the Option shall vest in equal annual installments as
follows:
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Scheduled
Vesting Date
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Number of Shares To Vest
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The Option shall
expire and may not be exercised later than the tenth anniversary of
the Date of Grant.
2.2 Except as
otherwise provided herein, upon the termination of Optionee’s
employment with the Company, any portion of the Option that has not
yet become exercisable shall terminate immediately. If
Optionee’s employment by the Company is terminated because of
death or disability (within the meaning of Section 22(e)(3) of
the Code), any portion of the Option that has not yet vested shall
become immediately exercisable on the date of such termination of
employment. If the Optionee’s employment by the Company is
terminated
because of
(a) Optionee’s retirement on or after reaching age 55
with five years of service, or (b) the Company’s
termination of Optionee’s employment without Cause (as
defined below), then, if approved by the Compensation Committee of
the Board of Directors of Superior, any portion of the Option that
has not yet vested shall become immediately exercisable on the date
of such termination of employment.
2.3 If
Optionee’s employment by the Company is terminated for Cause,
the Option shall terminate in full immediately, whether or not
exercisable at the time of termination of employment.
“Cause” for termination of employment shall be deemed
to exist upon either (a) a final determination is made in
accordance with the terms of Optionee’s employment agreement,
if any, with the Company that the Optionee’s employment has
been terminated for “cause” within the meaning of the
employment agreement or (b), if the Optionee is not subject to an
employment agreement: (i) failure to abide by the Company’s
rules and regulations governing the transaction of its business,
including without limitation, its Code of Business Ethics and
Conduct; (ii) inattention to duties, or the commission of acts
within employment with the Company amounting to negligence or
misconduct; (iii) misappropriation of funds or property of the
Company or committing any fraud against the Company or against any
other person or entity in the course of employment with the
Company; (iv) misappropriation of any corporate opportunity, or
otherwise obtaining personal profit from any transaction which is
adverse to the interests of the Company or to the benefits of which
the Company is entitled; or (v) the commission of a felony or
other crime involving moral turpitude.
2.4 Except as
provided in Sections 2.5 and 2.6, if Optionee’s
employment with the Company is terminated, the Option must be
exercised, to the extent exercisable at the time of termination of
employment, within 30 days of the date on which Optionee
ceases to be an employee, but in no event later than the tenth
anniversary of the Date of Grant.
2.5 If
Optionee’s employment by the Company is terminated because of
(a) death, (b) disability (within the meaning of
Section 22(e)(3) of the Code) or (c) retirement on or
after reaching age 55 with five years of service, the Option must
be exercised, to the extent e
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