EXHIBIT 10.18
GLOBAL MARINE INC.
INCENTIVE STOCK SALE AGREEMENT
(1989 Stock Option and Incentive Plan)
GLOBAL MARINE INC. (the "Company"), desiring to afford an
opportunity to the offeree identified as such below (the
"Offeree") to purchase shares of the Company's common stock, $.10
par value per share (the "Common Stock") at an incentive purchase
price below the market price at the time of sale as compensation
for the Offeree's services as an employee of the Company or of
one or more of its subsidiaries, hereby makes an offer to sell to
the Offeree, under the Company's 1989 Stock Option and Incentive
Plan, the number of shares of such Common Stock specified below,
at the price specified below, subject to and upon the terms and
conditions set forth below (the "Offer").
1. SPECIFICATION OF DATE, OFFEREE, NUMBER OF SHARES, PURCHASE
PRICE AND TERM.
(a) The date of the Offer is February 20, 1996.
(b) The Offeree is .
(c) The number of shares of the Company's Common Stock
offered hereby is .
(d) The purchase price of the Common Stock offered hereby
is $0.10 per share.
(e) The term of the Offer shall expire at the close of
business at the Company's principal executive office in
Houston, Texas, on February 21, 1996; from and after
that time, if the Offer has not been accepted before
that time as provided in this Agreement, neither the
Offeree nor the Company shall have any rights or
obligations under this Agreement.
2. METHOD OF ACCEPTANCE AND PURCHASE. The Offeree may accept
the Offer by executing a copy of this Agreement in the
acceptance space provided below and delivering said executed
copy or a facsimile thereof during the term of the Offer to
the Secretary of the Company at the Company's principal
executive office in Houston, Texas. Such acceptance shall
be completed to indicate the number of shares being
purchased. Payment of the purchase price for such number of
shares will be effected by means of immediate payroll
deduction. Promptly after receipt of such acceptance, the
Company shall, subject to the other terms and conditions of
this Agreement, issue a certificate for such number of
shares to the Offeree.
3. WAGE WITHHOLDING AND EMPLOYMENT TAXES. The Company and the
Offeree understand and agree that, (i) with respect to
shares of the Common Stock purchased under this Agreement
that are not subject to a substantial risk of forfeiture
(or, if subject to a substantial risk of forfeiture, with
respect to which a timely election under Section 83 of the
Internal Revenue Code has been filed), the Offeree will
recognize ordinary income for tax purposes to the extent of
any excess of the fair market value of such shares at the
time they are transferred to the Offeree over the price paid
for the shares, (ii) with respect to shares of the Common
Stock purchased under this Agreement that are subject to a
substantial risk of forfeiture and with respect to which a
timely Section 83 election is not filed, then, upon lapse of
the restrictions which impose a substantial risk of
forfeiture, the Offeree will recognize ordinary income for
tax purposes to the extent of any excess of the fair market
value of such shares at such time over the price paid for
the shares, and (iii) any such ordinary income recognized by
the Offeree will be subject to both wage withholding and
employment taxes. The Offeree agrees that his employer may
effect any such withholding and/or deduct any such taxes
from any cash compensation that the Company or any one or
more of its subsidiaries may pay the Offeree.
4. Restrictions on Share Transfer by Certain Offerees. Until
six months have elapsed after the date of the Offer, the
Offeree may not transfer the shares in a transaction that
would constitute a "sale" under Section 16 of the Securities
Exchange Act of 1934 (the "Exchange Act") if the Offeree is
(a) a director of Global Marine Inc., (b) an "officer" of
Global Marine Inc. as such term is defined for purposes of
the rules of the Securities and Exchange Commission under
Section 16 of the Exchange Act, or (c) a beneficial owner of
more than ten percent of the issued and outstanding Common
Stock. Furthermore, the Offeree understands and
acknowledges that, if he is an Offeree described in (a), (b)
or (c) in the preceding sentence, his transfer of any other
shares of the Common Stock in a "sale" transaction during
the six-month period mentioned above could be matched with
his purchase of shares of the Common Stock under this
Agreement and subject him to liability under Section 16 of
the Exchange Act.
5. NON-TRANSFERABLE. The Offer may not be transferred and may
be accepted only by the Offeree.
6. LIMITATION. The Offeree shall be entitled to the privileges
of stock ownership in respect of shares subject to the Offer
only when such shares have been issued and delivered to him
as fully paid shares upon purchase of Common Stock in
accordance with this Agreement.
7. REQUIREMENTS OF LAW AND OF STOCK EXCHANGES. The issuance of
shares upon acceptance of the Offer shall be subject to
compliance with all of the applicable requirements of law
with respect to the issuance and sale of such shares. In
addition, the Company shall not be required to issue or
deliver any certificate or certificates upon acceptance of
the Offer prior to the admission of such shares to listing
on notice of issuance on any stock exchange on which shares
of the same class are then listed. In the event the
Company's legal counsel shall advise it that registration
under the Securities Act of 1933 of the shares as to which
the Offer is accepted is required prior to issuance thereof,
the Company shall not be required to issue or deliver such
shares unless and until such legal counsel shall advise that
such registration has been completed or is not required.
8. GLOBAL MARINE INC. 1989 STOCK OPTION AND INCENTIVE PLAN.
The Offer and any acceptance and purchase under this
Agreement are made under and are subject to, and the Company
and the Offeree agree to be bound by, all of the terms and
conditions of the Company's 1989 Stock Option and Incentive
Plan as the same shall have been amended from time to time
in accordance with the terms thereof, provided that no such
amendment shall deprive the Offeree, without his consent, of
the Offer or any rights hereunder. Pursuant to said Plan,
the Board of Directors of the Company or its Committee
established for such purposes is authorized to adopt rules
and regulations not inconsistent with the Plan and to take
such action in the administration of the Plan as it shall
deem proper. A copy of the Plan in its present form is
available for inspection during business hours by the
Offeree at the Company's principal office.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf as of the date of the Offer stated
above.
GLOBAL MARINE INC.
By:
ACCEPTED for shares:
(Offeree)
