EXHIBIT 4.6
PRIDE PETROLEUM SERVICES, INC.
AGREEMENT FOR STOCK OPTIONS
Pride Petroleum Services, Inc., a Louisiana corporation (the "Company"),
in consideration of the undertakings of _________ ("Employee"), hereby grants to
Employee the following stock options, subject to and in accordance with the
terms and conditions set forth herein:
I
STOCK OPTION
A. STOCK OPTION. Employee is hereby granted an option to purchase
from the Company _________ shares ("Shares") of the Company's
common stock, no par value ("Common Stock"). The Company and
Employee intend that the options granted hereby shall be (check
one) [X] nonqualified; [ ] incentive stock options.
B. OPTION PRICE AND MANNER OF PAYMENT. The purchase price per Share
is U.S. $____, which may be paid in cash, in shares of Common
Stock of the Company (not subject to limitations on transfer) at
their then fair market value, or a combination of cash and such
Common Stock.
C. OPTION PERIOD DURING WHICH AND BY WHOM EXERCISABLE. The options
may be exercised in installments as follows:
BEGINNING: NUMBER OF SHARES:
On and after the date hereof ____________________
On and after [the first anniversary
of date of original Forasol grant] ____________________
On and after [the second anniversary
of the Forasol grant] ____________________
If the Employee's employment by the Company or any of its subsidiaries
is terminated without "cause," such options shall become fully vested
and shall be exercisable in full for a period of ninety (90) days
following the date of such termination. If Employee is terminated for
"cause," all options shall be forfeited immediately. The term "cause"
shall mean (i) gross or continued misconduct or neglect by the Employee
in the discharge of his or her duties and responsibilities of
employment, (ii) the Employee's conviction of a felony criminal offense
or (iii) the Employee's conviction of any other crime or misdemeanor
which, in the good faith judgment of the Board of Directors or other
supervisory board of his
or her immediate employer, may reasonably be expected to adversely
affect such Employee's ability to discharge his or her duties and
responsibilities of employment.
The following option expiration date will apply to termination of employment due
to:
OPTION EXPIRATION DATE:
Retirement on or after 65th One (1) year after retirement or
birthday or permanent disability
and total disability
Death while employed or within One (1) year after death
sixty (60) days after
termination of employment
Notwithstanding any of the foregoing provisions, no stock options
granted under this Agreement shall be exercisable after March 10, 2007.
D. PRIVILEGES OF OWNERSHIP. Employee shall not be entitled to any
privileges of ownership with respect to Shares subject to the
options granted by this Agreement unless and until: (i) such
shares have been purchased and delivered pursuant to the
exercise of such options as provided in this Agreement or (ii)
the Compensation Committee of the Board of Directors (the
"Committee") in its discretion determines that Employee is
entitled to receive a dividend with respect to Shares that are
the subject of this Agreement. Upon such purchase and delivery,
Employee will become the owner of record, fully entitled to
receive dividends and to enjoy the other rights accorded holders
of Common Stock of the Company, except as such rights are
limited and circumscribed by the terms of this Agreement.
II
GENERAL PROVISIONS
A. MANNER OF EXERCISE. Subject to the limitations set forth herein,
the option granted by this Agreement shall be exercised by
delivery of written notice to the Company at the office of its
Secretary at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ and specifying the number of shares to be purchased
pursuant to the option or options so specified, accompanied by
payment in full of the option price or prices for the number of
shares so purchased. If requested by the Company, the Employee
shall also submit a written agreement, in form satisfactory to
the General Counsel for the Company, to the effect that such
Shares are being acquired for investment and not with a view to
the distribution thereof within the meaning of the Securities
Act of 1933, as amended (the "Securities Act").
B. DELIVERY OF SHARE CERTIFICATES. Upon the exercise of an option
granted hereunder and upon receipt by the Company of any
applicable federal, state or other employment taxes, the Company
shall deliver certificates representing the number and type of
shares specified and shall pay all original issue and transfer
taxes incident to such delivery.
C. TRANSFERABILITY AND RESALE OF SHARES. Except as set forth in
this Agreement, the Company has not imposed any restrictions
upon resale of shares of Common Stock acquired pursuant to this
Agreement. Such resale may, however, require compliance with
applicable registration requirements under the Securities Act
applicable to any Employee who may be deemed: (i) an
"underwriter," as defined in the Securities Act, of Shares
acquired pursuant to this Agreement or (ii) an "affiliate" of
the Company as defined by the Securities and Exchange
Commission. In addition, the penalties imposed by ss.16 of the
Securities Exchange Act of 1934, as amended, upon any officer,
director or 10% shareholder of the Company and the registration
requirements of any applicable state securities laws may also
restrict resales of such shares by Employee. The Company
reserves the right to legend shares issued pursuant to this
Agreement conditioning sales of such shares upon compliance with
such laws, and Employee agrees to comply with all such
requirements and restrictions.
D. NOTICES. Any notice that either party hereto may be required or
permitted to give to the other shall be postage prepaid,
addressed as follows: Pride Petroleum Services, Inc., ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention:
Secretary; and to Employee at the address shown below his
signature to this Agreement; or at such other address as either
party, by notice to the other, may designate in writing from
time to time. Notices by Employee shall be deemed effective upon
receipt by the Company. Notices of the Company shall be deemed
effective, if mailed, when mailed.
E. INTERPRETATION OF THIS AGREEMENT. The Committee, as from time to
time constituted, shall have the right to determine any
questions that arise in connection with this Agreement or the
options granted pursuant to this Agreement or the exercise of
such options. The interpretation of the Committee shall be final
and binding upon the Employee.
F. NONTRANSFERABILITY. No option granted under this Agreement may
be sold, transferred, pledged, assigned or otherwise alienated
by Employee other than by will or the laws of descent and
distribution. Any other transfer or attempted pledge, assignment
or alienation, whether by operation of law or otherwise, shall
be void. The option granted herein is not subject to execution,
attachment or any rights of Employee hereunder by virtue of any
attempted execution, attachment or other process. During the
lifetime of the Employee, the options shall be exercisable only
by Employee, or, in the case Employee becomes mentally
incapacitated, the Employee's guardian or legal representative.
G. EMPLOYMENT TAXES. By executing this Agreement, Employee
authorizes the Company to withhold, or Employee agrees to pay to
the Company, the full amount of all federal and state income or
other employment taxes applicable to taxable income resulting
from the exercise of rights or receipt of payments pursuant to
this Agreement.
H. GOVERNING LAW AND PROVISIONS. This Agreement shall be governed
by and interpreted in accordance with the laws of the State of
Texas. Except as provided for herein, each option granted
hereunder shall be governed by the terms of the Pride Petroleum
Services, Inc. Long-Term Incentive Plan.
I. MEANING OF EMPLOYMENT. For purposes of this Agreement,
employment by the Company shall be deemed to include employment
by the Company or any subsidiary of the Company.
J. EMPLOYMENT. Nothing contained in this Agreement or any option
granted hereunder shall confer upon Employee the right to
continue in the employ of the Company or any subsidiary of the
Company.
K. BINDING EFFECT OF THIS AGREEMENT. This Agreement shall be
binding upon and shall inure to the benefit of any successor or
successors of the Company and any executor, administrator or
personal representative of Employee who acquires any rights
hereunder.
L. HEADINGS. Headings of Articles and Paragraphs hereof are
inserted for convenience and reference; they constitute no part
of this Agreement.
M. AMENDMENT. This Agreement can not be modified, altered or
amended except by an agreement in writing signed by both the
Company and Employee.
N. ACCEPTANCE. The option granted by this Agreement shall become
null and void unless Employee's agreement hereto and acceptance
hereof is noted below and returned to the Secretary of the
Company at its office in Houston, Texas when indicated above. By
signing this Agreement, Employee acknowledges and warrants that
he has received and carefully read this Agreement and the most
recent Form 10-K and Annual Report of the Company.
The Company has caused this Agreement to be signed by its duly
authorized officer as of March 10, 1997.
Pride Petroleum Services, Inc.
By:
▇▇▇▇ ▇. ▇▇▇▇▇
President and Chief Operating Officer
I agree that the stock options
described above shall be governed
by the terms of this Agreement.
Date: __________________
__________________________________
Signature
Name:
Address:
PRIDE PETROLEUM SERVICES, INC.
STOCK OPTION EXERCISE FORM
COMPLETE A SEPARATE FORM FOR EACH OPTION AGREEMENT
1 NAME
SOCIAL SECURITY NUMBER:
ADDRESS:
STATE/COUNTRY OF RESIDENCE: ZIP/POSTAL CODE:
2 DATE OF OPTION AGREEMENT
3 NUMBER OF SHARES EXERCISED:
4 MARKET PRICE PER SHARE
ON DATE OF EXERCISE: DATE:
5 OPTION PRICE PER SHARE
6 GROSS INCOME [(Line 4 - Line 5) X Line 3]:
7 FICA W/H (6.2% X Line 6) (Max at $62,700):
8 MEDICARE (1.45% x Line 6) (No Limit)
9 STATE W/H:
10 FEDERAL W/H (28% OF Line 6):
11 OPTION PRICE ______ X ________ # OF SHARES =
12 CHECK TO PRIDE PETROLEUM SERVICES, INC.
(Line 6+ Line 7+ Line 8+ Line 9+ Line 10)$
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FORWARD A COPY OF THIS FORM TO THE FOLLOWING:
▇▇▇▇▇▇ ▇▇▇▇▇▇ (WITH CHECK)
HOUSTON PAYROLL
▇▇▇▇▇ ▇▇▇▇▇▇
SIGNATURE: ________________
DATE: __________________
