exh10_54.htm


    Exhibit
10.54

    


    MAXXAM
INC.

    1994
OMNIBUS EMPLOYEE INCENTIVE PLAN

    


    STOCK
OPTION AGREEMENT

    


    THIS STOCK OPTION AGREEMENT, dated
_______________________ (the "Agreement"), is between MAXXAM INC., a Delaware
corporation (the "Company"), and ___________________, an officer, or employee of
the Company or one of its subsidiaries (the "Grantee").

    


    The Compensation Committee of the
Company's Board of Directors has determined, and the Board of Directors has
concurred, that the Grantee is one of the key personnel of the Company or one of
its subsidiaries, and that the objectives of the Company's 1994 Omnibus Employee
Incentive Plan (the "Plan") will be furthered by granting to the Grantee a stock
option pursuant to the Plan.

    


    In consideration of the foregoing and
of the mutual undertakings set forth in this Agreement, the Company and the
Grantee agree as follows:

    


    Section
1.          Stock Option
Grant

    


    1.1           The
Company hereby grants to the Grantee a nonqualified stock option (the "Option")
to purchase __________ shares of the Company's common stock, $.50 par value (the
"Common Stock").

    


    1.2           The
option price per share of Common Stock covered by the Option granted hereby is
$____________ per share.

    


    Section
2.          Exercisability

    


    2.1           No
portion of the Option shall be exercisable prior to the _________ anniversary of
the date of this Agreement.

    


    2.2           In
accordance with Section 7.4 of the Plan, the Option shall become exercisable
with respect to _____% of the shares of Common Stock initially subject thereto
on the ________ anniversary of the date of this Agreement, and with respect to
an additional _______% of such shares on each of the ___________, __________,
__________ and _____________ anniversaries of the date of this Agreement, on a
cumulative basis, so that all of the shares of Common Stock covered by the
Option shall become exercisable in full on such ______________
anniversary.

    


    2.3           The
Option may be partially exercised from time to time within the percentage
limitations on exercisability set forth in Section 2.2 above.

    


    2.4           The
Option shall expire and cease to be exercisable _______ years after the date of
this Agreement, or on such earlier date as may be provided for herein or in
accordance with the terms of the Plan.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.          Method of
Exercise

    


    3.1           The
Option may be exercised only by the giving of written notice to the Company,
which notice shall state the election to exercise the Option and the number of
whole shares of Common Stock with respect to which the Option is being
exercised.  Such notice must be accompanied by payment of the full
purchase price for the number of shares purchased. Such payment shall be
made:  (A) by certified or official bank check (or the equivalent
thereof acceptable by the Company) for the full Option exercise price; or (B)
with the consent of the Committee, by delivery of shares of Common Stock
acquired at least six months prior to the Option exercise date and having a Fair
Market Value (determined as of the exercise date) equal to all or part of the
Option exercise price and a certified or official bank check (or the equivalent
thereof acceptable by the Company) for any remaining portion of the full Option
exercise price; or (C) at the discretion of the Committee and to the extent
permitted by law, by such other provision, consistent with the terms of the
Plan, as the Committee may from time to time prescribe.  Shares of
Common Stock owned through employee benefit plans of the Company may be used to
make purchase payments if no adverse tax consequences to either the Company or
such plans would result.

    


    3.2           The
Company shall cause to be issued and delivered to the Grantee a certificate(s)
representing the number of shares of Common Stock due to the Grantee upon
exercise of any portion of the Option as soon as practicable following
exercise.

    


    Section
4.          Notices

    


    Any notice to be given to the Company
hereunder shall be in writing and shall be addressed to the Secretary of the
Company, at 5847 San Felipe, Suite 2600, Houston, Texas  77057, or at
such other address as the Company may hereafter designate to the Grantee by
notice as provided herein.  Any notice to be given to the Grantee
hereunder shall be addressed to the Grantee at the address set forth beneath his
signature hereto, or at such other address as the Grantee may hereafter
designate to the Company by notice as provided herein.  Notices
hereunder shall be deemed to have been duly given when personally delivered or
mailed by registered mail or certified mail to the party entitled to receive the
same.

    


    Section
5.          Plan
Incorporated

    


    The rights and privileges of the Option
granted hereby shall be subject to all the terms and provisions of the Plan,
which are incorporated herein by reference and made a part hereof, including,
without limitation, the provisions of Plan Section 7.7 (relating to the
exercisability of the Option following termination of employment)  and
Plan Section 5.4 (generally relating to adjustments to the number of shares of
Common Stock covered by the Option and to the option price per share, upon
certain changes in capitalization).  Any term defined in the Plan
shall have the same meaning in this Agreement.  In the event of any
conflict between the provisions of this Agreement and the Plan, the provisions
of the Plan shall control.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
6.          Duplicate
Originals

    


    This Stock Option Agreement is being
executed in duplicate originals so that each party may retain a signed
original.  Both original documents constitute a singular
agreement.

    


    Section
7.          Successors and
Assigns

    


    This Agreement shall be binding upon
and inure to the benefit of the parties hereto and the successors and assigns of
the Company and, to the extent set forth in Plan Section 18.1, the heirs and
personal representatives of the Grantee.

    


    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date and year first above
written.

    


    


    
      	
              ATTEST:

            	
              MAXXAM
      INC.

            
	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	
              GRANTEE: