{"id":40161,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/nonemployee-director-stock-option-plan-boots-amp-amp-coots.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"nonemployee-director-stock-option-plan-boots-amp-amp-coots","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/nonemployee-director-stock-option-plan-boots-amp-amp-coots.html","title":{"rendered":"Nonemployee Director Stock Option Plan &#8211; Boots &#038; Coots International Well Control Inc."},"content":{"rendered":"<pre>                 BOOTS &amp; COOTS INTERNATIONAL WELL CONTROL, INC.\n                     NONEMPLOYEE DIRECTOR STOCK OPTION PLAN\n\n     Section  1.  Purpose.  It  is  the  purpose  of  the  Plan  to  promote the\n                  -------\ninterests  of  Boots  &amp; Coots  International  Well  Control,  Inc.,  a Delaware\ncorporation  (the  \"Company\"),  and its stockholders by attracting and retaining\nqualified  Nonemployee  Directors  by  giving  them the opportunity to acquire a\nproprietary  interest  in  the Company and an increased personal interest in its\ncontinued  success and progress.  The Options granted under the Plan will not be\ntreated  as  \"incentive  stock options\" within the meaning of Section 422 of the\nInternal  Revenue  Code  of  1986,  as  amended  (the  \"Code\").\n\n     Section  2.  Definitions.  As  used  herein  the  following  terms have the\n                  -----------\nfollowing  meanings:\n\n          (a)  \"Affiliate\"  means  any  parent  or subsidiary corporation of the\n     Company  within the meaning of Rule 12b-2 under the Securities Exchange Act\n     of  1934, as amended; provided, however, that an entity shall not be deemed\n     a  parent  of  the  Company  unless  such  entity  owns at least 50% of the\n     outstanding  voting  securities  of  the  Company.\n\n          (b)  \"Board\"  means  the  Board  of  Directors  of  the  Company.\n\n          (c) \"Committee\" means the Nonemployee Directors Stock Option Committee\n     described  in  Section  4  hereof.\n\n          (d)  \"Common  Stock\"  means  the  Common  Stock, par value $.00001 per\n     share,  of  the  Company.\n\n          (e)  \"Effective  Date\"  shall  have  the meaning given to that term in\n     Section  10.\n\n          (f)  The  \"Fair  Market  Value\" of a share of Common Stock on any date\n     shall  be  (i) the closing sale price on the immediately preceding business\n     day  of  a  share  of  Common Stock as reported on the principal securities\n     exchange  on  which  shares  of Common Stock are then listed or admitted to\n     trading  or  (ii)  if  not  so reported, the average of the closing bid and\n     asked  prices  for  a  share  of  Common Stock on the immediately preceding\n     business  day  as  quoted on the National Association of Securities Dealers\n     Automated  Quotation  System  (\"NASDAQ\"), or (iii) if not quoted on NASDAQ,\n     the average of the closing bid and asked prices for a share of Common Stock\n     as  quoted by the National Quotation Bureau's \"Pink Sheets\" or the National\n     Association  of Securities Dealers' OTC Bulletin Board System. If the price\n     of  a share of Common Stock shall not be so reported, the Fair Market Value\n     of  a  share  of  Common  Stock shall be determined by the Committee in its\n     absolute  discretion.\n\n          (g)  \"Grant  Date\" means, with respect to any Option granted under the\n     Plan,  the  date  of  grant  of  such  Option  as provided in Section 5(a).\n\n          (h)  \"Nonemployee  Director\"  means  an  individual who (i) is now, or\n     hereafter  becomes,  a member of the Board of Directors of the Company, and\n     (ii)  is  neither  an  employee  nor  an  officer  of  the Company or of an\n     Affiliate  of the Company. For purposes of this Plan, \"employee\" shall mean\n     an  individual whose wages are subject to the withholding of federal income\n     tax  under Section 3401 of the Code, and \"officer\" shall mean an individual\n\n\n\n     elected  or  appointed  by  the  Board of Directors or chosen in such other\n     manner as may be prescribed in the Bylaws of the Company or an Affiliate to\n     serve  as  such.\n\n          (i)  \"Option\"  means  any  option  to  purchase shares of Common Stock\n     granted  pursuant  to  the  provisions  of  the  Plan.\n\n          (j)  \"Optionee\"  means  a Nonemployee Director who has been granted an\n     Option  under  the  Plan.\n\n          (k)  \"Plan\"  means this Boots &amp; Coots International Well Control, Inc.\n     Nonemployee  Director  Stock  Option  Plan.\n\n     Section  3.  Number of Shares.  Options may be granted by the Company under\n                  ----------------\nthe  Plan  to  purchase  an  aggregate of 150,000 shares of Common Stock.  If an\nOption  expires  or  terminates  for any reason without having been exercised in\nfull,  the unpurchased shares subject to such expired or terminated Option shall\nagain  be  available for purposes of the Plan.  The shares may be authorized but\nunissued  or  reacquired  shares  of  Common  Stock.\n\n     Section  4.  Administration of the Plan.  The Plan shall be administered by\n                  --------------------------\na  Nonemployee  Directors  Stock  Option Committee which shall consist of two or\nmore  members  of  the  Board,  a  majority  of  which  shall not be Nonemployee\nDirectors.  Each  member  of the Committee shall be appointed by and shall serve\nat  the  pleasure  of  the  Board.  The  Board  shall  have  the sole continuing\nauthority  to  appoint members of the Committee both in substitution for members\npreviously  appointed  and  to  fill  vacancies  however  caused.  The following\nprovisions  shall  apply  to  the  administration  of  the  Plan:\n\n          (a)  The  Committee shall designate one of its members as Chairman and\n     shall  hold  meetings  at  such  times and places as it may determine. Each\n     member  of the Committee shall be notified in writing of the time and place\n     of  any  meeting  of the Committee at least two days prior to such meeting,\n     provided  that  such notice may be waived by a Committee member. A majority\n     of  the  members  of the Committee shall constitute a quorum and any action\n     taken  by  a  majority  of the members of the Committee present at any duly\n     called  meeting  at  which  a  quorum  is  present  (as  well as any action\n     unanimously  approved in writing) shall constitute action by the Committee.\n\n          (b) The Committee may appoint a Secretary (who need not be a member of\n     the  Committee)  who  shall keep minutes of its meetings. The Committee may\n     make  such  rules and regulations for the conduct of its business as it may\n     determine.\n\n          (c)  The  Committee  shall  have  no authority, discretion or power to\n     select  the  participants  who  will  receive Options, to set the number of\n     shares to be covered by any Option, to set the exercise price of any Option\n     or to set the period within which Options may be exercised, or to alter any\n     other  terms  or  conditions  specified  herein,  except  in  the  sense of\n     administering the Plan. Subject to the foregoing limitations, the Committee\n     shall  have full authority subject to the express provisions of the Plan to\n     interpret the Plan and any Option granted hereunder, to provide, modify and\n     rescind  rules  and  regulations relating to the Plan and to make all other\n     determinations and perform such actions as the Committee deems necessary or\n     advisable  to  administer  the  Plan.  In  making  such determinations, the\n\n\n                                        2\n\n     Committee  may  take  into  account  such  facts  as  the  Committee in its\n     discretion  shall  deem  appropriate to carry out the purposes of the Plan.\n\n          (d)  No  member  of the Committee or the Board shall be liable for any\n     action  taken  or determination made in good faith with respect to the Plan\n     or  any  Option  granted  hereunder.\n\n     Section  5.  Terms  and  Conditions  of  Options.\n                  -----------------------------------\n\n          (a)  Automatic  Option Grants. Commencing on the Effective Date of the\n               -------------------------\nPlan:\n\n                    (i)  An Option shall be granted automatically under the Plan\n               to  each  individual  who  is  a  Nonemployee  Director as of the\n               Effective  Date.  The  Grant  Date of such an Option shall be the\n               Effective  Date.  An  Option shall be granted automatically under\n               the Plan to each Nonemployee Director who is newly elected to the\n               Board  after the Effective Date. The Grant Date of such an Option\n               shall be the date of such person's initial election as a director\n               of  the  Company.  For  purposes of this Section, the term \"newly\n               elected  to  the  Board\" shall mean that the Nonemployee Director\n               was not serving as a director of the Company immediately prior to\n               the  time  of his or her election in respect of which such Option\n               is  granted.\n\n                    (ii)  Each  Nonemployee  Director to whom an Option has been\n               granted under (i) above shall, for so long as such person remains\n               a  Nonemployee  Director,  automatically be granted an additional\n               Option  under  the  Plan on each anniversary of the Grant Date of\n               his  or  her  initial  Option  under  (i)  above.\n\n          (b) Number of Shares. Each Option granted under the Plan shall entitle\n              ---------------- \n     the  Optionee  to purchase, in accordance with the terms of such Option and\n     the  Plan,  15,000  shares  of  Common  Stock,  subject  to  adjustment  in\n     accordance  with  Section  6  hereof.\n\n          (c) Price. The price at which each share of Common Stock covered by an\n              -----\n     Option  may  be  purchased  pursuant  to the Plan shall be 100% of the Fair\n     Market  Value  of  a share of Common Stock on the Grant Date of the Option.\n\n          (d)  Option  Period.  The  period  within  which  each  Option  may be\n               -------------- \n     exercised  shall commence on the first anniversary of the Grant Date of the\n     Option  and  shall  expire on the fifth anniversary of such Grant Date (the\n     \"Option Period\"), unless terminated sooner pursuant to Section 5(e) hereof.\n\n          (e) Termination of Service, Death, Etc. The following provisions shall\n              ---------------------------------- \n     apply  with  respect  to the exercise of an Option granted hereunder in the\n     event  that the Optionee thereof ceases to be a director of the Company for\n     the  reasons  described  in  this  Section  5(e):\n\n\n                                        3\n\n                    (i)  If the directorship of the Optionee is terminated prior\n               to  the  beginning  of  the  Option  Period,  the  Option  shall\n               automatically  terminate  as  of  the  date  of such termination;\n\n                    (ii)  If the Optionee dies during the Option Period while he\n               is  a  director of the Company (or during the additional one-year\n               period  provided  by  paragraph  (iii) of this Section 5(e)), the\n               Option  may  be  exercised  within  one year after such death (if\n               within the Option Period), but not thereafter, by the executor or\n               administrator  of the estate of the Optionee, or by the person or\n               persons  who  shall  have  acquired  the Option directly from the\n               Optionee  by  bequest  or  inheritance;  or\n\n                    (iii)  If the directorship of the Optionee is terminated for\n               any  reason (other than the circumstances specified in paragraphs\n               (i)  and  (ii)  of  this  Section 5(e)) within the Option Period,\n               including a failure by the stockholders of the Company to reelect\n               the  Optionee  as  a director, the Option may be exercised within\n               one  year  after  such termination (if within the Option Period),\n               but  not  thereafter.\n\n          (f)  Transferability.  An  Option  granted under the Plan shall not be\n               ---------------\n     transferable  by  the  Optionee,  otherwise than by will or pursuant to the\n     laws  of descent and distribution, and during the lifetime of the Optionee,\n     the Option shall be exercisable only by the Optionee or his or her guardian\n     or  legal  representative.\n\n          (g)  Requirement  of  Directorship. Except as provided in Section 5(e)\n               -----------------------------\n     hereof,  an  Option may not be exercised unless the Optionee is at the time\n     of  exercise  serving as a director of the Company, and, except as provided\n     in Section 5(e) hereof, such Option shall terminate upon termination of the\n     Optionee's  service  as  a  director  of  the  Company.\n\n          (h)  Manner  of  Exercise.  Each  Option  granted  hereunder  may  be\n               --------------------\n     exercised,  in  whole  or  in  part, by the Optionee thereof at any time or\n     (with  respect  to  partial  exercises) from time to time during the Option\n     Period,  subject  to  the  provisions  of  the  Plan  and  the stock option\n     agreement  evidencing  such Option, and the method for exercising an Option\n     shall be by the personal delivery to the Secretary of the Company of, or by\n     the sending by United States registered or certified mail, postage prepaid,\n     addressed  to  the Company (to the attention of its Secretary), of, written\n     notice  signed  by  the  Optionee specifying the number of shares of Common\n     Stock  with  respect  to  which such Option is being exercised. Such notice\n     shall  be  accompanied  by  the  full  amount of the purchase price of such\n     shares  as provided in Section 5(i) hereof. Any such notice shall be deemed\n     to  have been given on the date of receipt thereof (in the case of personal\n     delivery  as  above-stated).  In  addition to the foregoing, promptly after\n     demand  by the Company, the exercising Optionee shall pay to the Company an\n     amount  equal  to  applicable  withholding taxes, if any, due in connection\n     with such exercise. No shares of Common Stock shall be issued upon exercise\n     of an Option until full payment therefor and for all applicable withholding\n     taxes  has  been  made,  and  a Optionee shall have none of the rights of a\n     stockholder  until  shares  of  Common  Stock  are issued to such Optionee.\n\n\n                                        4\n\n          (i)  Payment  of  Purchase  Price.  The  purchase  price  of an Option\n               --------------------------\n     shall  be paid in full in cash or by the following methods: (i) by personal\n     check  of the Optionee; (ii) by means of a broker-assisted exercise whereby\n     the  Optionee  delivers  to  the Company, together with a properly executed\n     exercise  notice,  such other documentation as the Committee and the broker\n     assisting  in  the  transaction  shall require to effect an exercise of the\n     Option, a sale of the shares of Common Stock acquired upon exercise and the\n     delivery to the Company of the proceeds of such sale in full payment of the\n     exercise  price;  or  (iii)  any  combination  of  the foregoing methods of\n     payment.  The proceeds of a sale of Common Stock upon exercise of an Option\n     shall  constitute  general  funds  of  the  Company.\n\n     Section  6.  Adjustments  Upon  Changes  in Common Stock.  In the event the\n                  -------------------------------------------\nCompany  shall  effect a split of the Common Stock or dividend payable in Common\nStock,  or  in  the  event the outstanding Common Stock shall be combined into a\nsmaller  number  of shares, the maximum number of shares as to which Options may\nbe  granted  under the Plan shall be decreased or increased proportionately.  In\nthe  event  that  before  delivery by the Company of all of the shares of Common\nStock  for  which  any Option has been granted under the Plan, the Company shall\nhave effected such a split, dividend or combination, the shares still subject to\nsuch  Option  shall  be  increased or decreased proportionately and the purchase\nprice  per  share  shall  be  decreased or increased proportionately so that the\naggregate purchase price for all of the shares then subject to such Option shall\nremain  the  same  as  immediately prior to such split, dividend or combination.\n\n     In  the  event  of  a  reclassification  of Common Stock not covered by the\nforegoing,  or  in  the  event  of  a liquidation or reorganization (including a\nmerger,  consolidation,  spinoff  or sale of assets) of the Company, including a\ntransaction  in which the Company is not the survivor, the Board shall make such\nadjustments,  if  any,  as it may deem appropriate in the number, purchase price\nand  kind  of  shares covered by the unexercised portions of Options theretofore\ngranted under the Plan.  The provisions of this Section shall only be applicable\nif,  and only to the extent that, the application thereof does not conflict with\nany  valid  governmental  statute,  regulation  or  rule.\n\n     Section 7.  Amendment and Termination of the Plan.  Subject to the right of\n                 -------------------------------------\nthe  Board  to terminate the Plan prior thereto, the Plan shall terminate at the\nexpiration of ten years from November 12, 1997, the date of adoption of the Plan\nby  the  Board.  No  Options  may be granted after termination of the Plan.  The\nBoard  may alter or amend the Plan in any respect, except that no termination or\namendment  of  the Plan shall adversely affect the rights of an Optionee under a\npreviously  granted  Option,  except  with  the  consent  of  such  Optionee.\n\n     Section  8.  Requirements of Law.  The granting of Options and the issuance\n                  -------------------\nof  Common  Stock  upon  the  exercise  of  an  Option  shall  be subject to all\napplicable  laws,  rules  and  regulations  and to such approval by governmental\nagencies  as  may  be  required.\n\n     Section  9.   Investment  Letter.  If  the Company so elects, the Company's\n                   ------------------\nobligation  to  deliver  Common  Stock  with  respect  to  an  Option  shall  be\nconditioned  upon  its receipt from the Optionee to whom such Common Stock is to\nbe  delivered  of  an executed investment letter containing such representations\nand  agreements  as  the Committee may determine to be necessary or advisable in\norder  to  enable  the  Company  to  issue and deliver such Common Stock to such\nOptionee in\n\n\n                                        5\n\ncompliance  with  the Securities Act of 1933 and other applicable federal, state\nor  local  securities  laws  or  regulations.\n\n     Section  10.  Effective  Date of the Plan.  The Plan shall become effective\n                   ---------------------------\non  the  date (the \"Effective Date\") of its approval and adoption by the holders\nof  a  majority  of  the  shares  of  Common  Stock present, or represented, and\nentitled  to vote at the 1997 annual meeting of stockholders of the Company.  If\nnot  so  approved, the Plan shall terminate, all actions hereunder shall be null\nand  void.\n\n     IN WITNESS WHEREOF, this Plan has been executed to be effective as provided\nin  Section  10.\n\n                                             BOOTS &amp; COOTS INTERNATIONAL\n                                             WELL CONTROL, INC.\n\n\n\n                                             By:  \/s\/  Larry H. Ramming\n                                                --------------------------------\n                                             Name: Larry H. Ramming\n                                             Title: Chairman and CEO\n\n\n                                        6\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9539,9543],"class_list":["post-40161","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40161","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40161"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40161"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40161"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40161"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}