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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         If Key merges or  consolidates  with a wholly-owned  subsidiary for the
purpose of reincorporating  itself under the laws of another  jurisdiction,  the
Optionees  will be  entitled  to acquire  shares of stock of the  reincorporated
company upon the same terms and conditions as were in effect  immediately  prior
to such reincorporation  (unless such  reincorporation  involves a change in the
number of shares or  capitalization  of Key) and the 1995 Plan will  remain  the
1995 Plan of the reincorporated Company.

         If Key is merged or consolidated with another  corporation or if Key is
liquidated  or sells or otherwise  disposes of all or  substantially  all of its
assets while unexercised  Options remain  outstanding under the 1995 Plan, or in
other  circumstances as the Board in its sole discretion  deems  appropriate (a)
subject to the provisions of clause (c) below,  after the effective date of such
merger,  consolidation,  liquidation,  sale or other  event  (in each  case,  an
"Applicable  Event"),  each holder of an  outstanding  Option shall be entitled,
upon exercise of such Option, to receive in lieu of shares of Common Stock, such
stock or other securities or property as would have been received had the Option
been exercised  immediately prior to the Applicable Event; (b) the Board may, in
its sole discretion,  waive certain  limitations  imposed under the 1995 Plan so
that some or all Options  from and after a date prior to the  effective  date of
such Applicable  Event shall be exercisable in full; and (c) except as otherwise
provided in any Option Agreement,  all outstanding and unexercised  Options may,
in its sole  discretion be canceled by the Board as of the effective date of any
such Applicable Event.  Notice of any such  cancellation  shall be given to each
holder of an Option not less than 30 days  preceding the effective  date of such
Applicable Event and all such Options shall be fully exercisable  during such 30
day period.

         Other Terms and Conditions of Options. An Optionee shall have no rights
as a stockholder  with respect to any shares covered by an Option until the date
a stock  certificate for the shares is issued,  and, unless  otherwise stated in
the 1995 Plan,  no  adjustment  shall be made for  dividends or other rights for
which the record date is prior to the date of issuance of such certificate.

         Termination of  Employment.  Unless an Option  Agreement  establishes a
longer or shorter period,  an Optionee's  right to exercise the option following
termination of employment will be as follows:  After the Optionee's  termination
of employment with Key, including his retirement in good standing for reasons of
age, the Option shall  terminate on the earlier of the date of its expiration or
three months after the date of such termination or retirement.  If the holder of
any Option  dies before the date of  expiration  of such Option and while in the
employ of Key or during  the  three  month  period  described  in the  preceding
sentence,  or in the event of the  retirement  of the  Optionee  for  reasons of
disability  (within  the meaning of Section  22(e)(3) of the Code),  such Option
shall  terminate on the earlier of such date of expiration or one year following
the  date of such  death  or  disability  retirement.  After  the  death  of the
Optionee, his or her executors, administrators or any persons to whom his or her
Option may be  transferred  by will or by the laws of descent  and  distribution
shall  have the right at any time  prior to such  termination  to  exercise  the
Option to the extent to which the  Optionee  was entitled to exercise the Option
on the date of his or her death.

                                     -102-