Third Amendment to Amended and Restated 1997 Share Compensation Plan by Triton Energy Limited

Summary

Triton Energy Limited has amended its 1997 Share Compensation Plan, effective May 16, 2001. This amendment states that no further stock options will be granted under Section 5.7 of the plan from that date forward. All other terms of the plan remain unchanged. The amendment is executed by Triton's President and CEO.

EX-10.68 4 june30exhib97planamend.txt THIRD AMEN TO AM & RESTATED 1997 SHARE COMP PLAN EXHIBIT 10.68 THIRD AMENDMENT TO ------------------ AMENDED AND RESTATED 1997 SHARE COMPENSATION PLAN ------------------------------------------------- This Third Amendment to the Amended and Restated 1997 Share Compensation Plan (this "Amendment") is executed by Triton Energy Limited, a Cayman Islands company ("Triton"), effective as of May 16, 2001. R E C I T A L S: --------------- A. Triton has adopted the Amended and Restated 1997 Share Compensation Plan (the "Plan") effective as of December 2, 1998; and B. In accordance with the terms of the Plan, the Board of Directors has adopted certain amendments to the Plan. NOW, THEREFORE, in accordance with the terms of the Plan, the Plan is amended in the following respects: 1. Section 5.7(a) of the Plan is hereby amended by adding the following sentence to the end of such Section: "Notwithstanding anything in the foregoing, or any other provision of the Plan, to the contrary, from and after May 16, 2001, there shall be no further grants of Stock Options under this Section 5.7." 2. Except as amended by the provisions of this Amendment, all other provisions of the Plan remain in full force and effect. IN WITNESS WHEREOF, Triton has caused this Amendment to be executed by its duly authorized officer effective as of the date and year first above written. TRITON ENERGY LIMITED By:_________________________________ James C. Musselman, President and Chief Executive Officer