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EXHIBIT 10.12
STOCK OPTION AGREEMENT
(Amended and Restated 1993 Non-Employee Director Stock Option Plan)
This STOCK OPTION AGREEMENT (the "Agreement") is made as of this _____
day of ______________, 19___, between GULFMARK OFFSHORE, INC., a Delaware
corporation ("GulfMark"), and _________________ (the "Director").
W I T N E S S E T H:
WHEREAS, with the approval of its sole stockholder, GulfMark has
assumed and adopted the GulfMark International, Inc. Amended and Restated 1993
Non-Employee Director Stock Option Plan (the "Plan"); and
WHEREAS, the Director is a non-employee member of GulfMark's Board of
Directors, and GulfMark desires to encourage the Director to remain in
GulfMark's service and, as an inducement thereto, has determined to grant to
the Director pursuant to the Plan the option provided for herein;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, GulfMark and the
Director hereby agree as follows:
1. Grant. Effective as of _______________, 19___, (the "Date of
Grant"), GulfMark hereby grants to the Director pursuant to the terms and
conditions of the Plan an option (the "Option") to purchase __________ shares
of the common stock of GulfMark, $0.01 par value ("Common Stock"), at a price
of $_________ per share (the "Option Price"). The Option shall be exercisable
at any time following the first anniversary of the Date of Grant and to the
extent not exercised, may be exercised in whole or in part.
2. Changes in GulfMark's Capital Structure. (a) The existence of
the Option shall not affect in any way the right or power of GulfMark or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in GulfMark's capital structure or its
business, or any merger or consolidation of GulfMark, or any issue of bonds,
debentures, preferred or prior preference stock affecting the Common Stock or
the rights thereof, or the dissolution or liquidation of GulfMark, or any sale
or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.
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(b) The number of shares of Common Stock subject to the Option, the
Option Price and the securities issuable upon exercise of the Option shall be
subject to adjustment as provided in the Plan.
3. Exercise of Options. The Option may be exercised from time to
time as to the total number of shares that may then be issuable upon the
exercise thereof or any portion thereof in the manner and subject to the
limitations provided for in the Plan.
4. Assignment. The Option may not be transferred or assigned in
any manner by the Director except by will or the laws of descent and
distribution, and shall be exercisable during the Director's lifetime only by
him.
5. Requirements of Law. GulfMark shall not be required to sell
or issue any shares on the exercise of the Option if the issuance of such
shares shall constitute a violation by the Director or GulfMark of any
provisions of any law or regulations of any governmental authority. The Option
shall be subject to the requirements that, if at any time the Board of
Directors of the Company or the Administrative Committee of the Plan (the
"Committee") shall determine that the listing, registration or qualification of
the shares subject thereto upon any securities exchange or under any state or
federal law of the United States or of any other country or governmental
subdivision thereof, or the consent or approval of any governmental regulatory
body, or investment or other representations, are necessary or desirable in
connection with the issue or purchase of shares subject thereto, the Option may
not be exercised in whole or in part unless such listing, registration,
qualification, consent, approval or representation shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors. If
required at any time by the Board of Directors or the Committee, the Option may
not be exercised until the Director has delivered an investment letter to
GulfMark. In addition, specifically in connection with the Securities Act of
1933 (as now in effect or hereafter amended), upon exercise of the Option,
GulfMark shall not be required to issue the underlying shares unless the
Committee has received evidence satisfactory to it to the effect under such Act
or unless an opinion of counsel satisfactory to GulfMark has been received by
GulfMark to the effect that such registration is not required. Any
determination in this connection by the Committee shall be final, binding and
conclusive. In the event the shares issuable on exercise of the Option are not
registered under the Securities Act of 1933, GulfMark may imprint on the
certificate for such shares the following legend or any other legend which
counsel for the company considers necessary or advisable to comply with the
Securities Act of 1933:
The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933 or under the
securities laws of any state and may not be sold or transferred except
upon registration or upon receipt by the Corporation of an opinion of
counsel satisfactory to the Corporation, in form and substance
satisfactory to the Corporation, that registration is not required for
such sale or transfer.
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GulfMark may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Act. GulfMark shall not be obligated
to take any other affirmative action in order to cause the exercise of the
Option or the issuance of shares of Common Stock pursuant thereto to comply
with any law or regulation of any governmental authority.
6. Termination. The Option, to the extent it shall not
previously have been exercised, shall terminate on the earlier of the
following:
(a) On the last day within the three month period commencing
on the date on which the Director ceases to be a member of GulfMark's
Board of Directors, for any reason other than retirement meeting the
conditions of length of service set forth in subparagraph 6(d) below,
or the death or disability of the Director, during which period the
Director shall be entitled to exercise the Option in respect of the
number of shares that the Director would have been entitled to
purchase had the Director exercised the Option on the date on which
the Director ceased to be member of GulfMark's Board of Directors;
(b) On the last day within the one year period commencing on
the date on which the Director ceases to be a member of GulfMark's
Board of Directors because of permanent disability, during which
period the Director shall be entitled to exercise the Option in
respect of the number of shares that the Director would have been
entitled to purchase had the Director exercised the Option on the date
on which the Director ceased to be a member of GulfMark's Board of
Directors because of such disability;
(c) On the last day of the one year period commencing on the
date of the Director's death while serving as a member of GulfMark's
Board of Directors, during which period the executor or administrator
of the Director's estate or the person or persons to whom the Option
shall have been transferred by will or the laws of descent or
distribution, shall be entitled to exercise the Option in respect of
the number of shares that the Director would have been entitled to
purchase had the Director exercised the Option on the date of his
death;
(d) On the last day within the one year period commencing on
the date the Director who has completed at least five (5) years of
service on the Board of Directors of GulfMark or its predecessor,
GulfMark International, Inc., retires from the Board of Directors of
GulfMark, during which period the Director, or the executor or
administrator of the Director's estate or the person or persons to
whom the Option shall have been transferred by will or the laws of
descent or distribution in the event of the Director's death within
such one year period, as the case may be, shall be entitled to
exercise the Option in respect of the number of shares that the
Director would have been entitled to purchase had the Director
exercised the option on the date of such retirement; or
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(e) On ______________, 20___ [the date ten years from the
Date of Grant].
7. Amendment. This Agreement may not be changed, amended or
modified except by an agreement in writing signed on behalf of each of the
parties hereto.
8. No Rights as a Stockholder. The Director shall not have any
rights as a stockholder with respect to any shares of Common Stock issuable
upon the exercise of the Option until the date of issuance of the stock
certificate or certificates representing such shares following his exercise of
the Option pursuant to its terms and conditions and payment for such shares.
Except as otherwise provided in the Plan, no adjustment shall be made for
dividends or other distributions made with respect to the Common Stock the
record date for the payment of which is prior to the date of the exercise of
the Option with respect to which such certificate or certificates are issued.
9. Governing Law. The validity, construction and performance of
this Agreement shall be governed by the laws of the State of Delaware. Any
invalidity of any provision of this Agreement shall not affect the validity of
any other provision.
10. Notices. All notices, demands, requests or other
communications hereunder shall be in writing and shall be deemed to have been
duly made or given if mailed by registered or certified mail, return receipt
requested. Any such notice mailed to GulfMark shall be addressed to its
principal executive office at 0 Xxxx Xxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxx
00000, and any notice mailed to the Director shall be addressed to the
Director's residence address as it appears on the books and records of
GulfMark, or to such other address as either party may hereafter designate in
writing to the other.
11. Binding Effect. This Agreement shall, except as otherwise
provided to the contrary, inure to the benefit of and bind the legal
representatives, successors and assigns of the parties hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered as of the day and year first above mentioned.
GULFMARK OFFSHORE, INC.
By:
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Name:
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Title:
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DIRECTOR
By:
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Printed Name:
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