**Exhibit 10.68**

**MAXXAM Inc.**

**Amended and Restated**

**Non-Employee Director Stock Plan**

 

**RIGHTS AGREEMENT**

 

**THIS RIGHTS AGREEMENT**, dated as of**«GrantDate»**(the "Agreement"), isbetween MAXXAM INC., a Delaware corporation (the "Company"), and **«FirstMiddle» «Last»**, a non-employee director ofthe Company (the "Grantee").

 

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

 

 

1.1          The Company hereby grants as of the date of this Agreement pursuant tothe MAXXAM Inc. Amended and Restated Non-Employee Director Stock Plan (the"Plan") stock options (the "Options") to the Grantee with respect to**«Shares»**of the Company's CommonStock, $.50 par value (the "Common Stock"). Such Option shall have tandem stockappreciation rights ("SARs") in connection with the same number of shares ofCommon Stock. The Options and tandem SARs shall be collectively referred tohereinafter as the "Rights."

 

1.2          The appreciation base per share of Common Stock covered by the Rights is**$«Price»**, which was the fairmarket value per share of the Company's Common Stock on the date of thisAgreement, based on the closing price for the Common Stock as of the date ofthis Agreement, as determined in accordance with the Plan.

 

 

2.1          No portion of the Rights shall become exercisable prior to the firstanniversary of the date of this Agreement, except as otherwise provided in thePlan.

 

2.2          In accordance with Section 8 of the Plan, the Rights shall becomeexercisable with respect to 25 percent of the shares of Common Stock initiallysubject thereto on the first anniversary of the date of this Agreement, and withrespect to an additional 25 percent of such shares on each of the second, thirdand fourth anniversaries of the date of this Agreement, so that all of theRights covered hereby shall become exercisable in full on such fourthanniversary.

 

2.3        The Rights may be partially exercised from time to time within thepercentage limitations on exercisability set forth in Section 8 of thePlan.

 

2.4          The Rights shall expire and cease to be exercisable 10 years after thedate of this Agreement, or on such earlier date as may be provided for herein orin accordance with the terms of the Plan.

 

**Section 3.**   **Method of Exercise of Options****.**

 

3.1          The Option may be exercised only by the delivery of written notice to theSecretary of the Company, together with payment of the Option Price for eachshare of Common Stock to be received, together with payment of any taxesrequired to be withheld by the Company. The notice shall state that the Optioneehas elected to exercise the Option and the number of whole shares of CommonStock with respect to which the Option is being exercised. Method of delivery ofnotice and payment and form of payment of the Option Price shall be inaccordance with Section 9 of the Plan. The exercise date shall be the date ofreceipt of such notice.

 

3.2        Nolater than fifteen (15) business days after receipt of such written notice ofexercise and payment for the shares underlying the Option being exercised, theCompany shall deliver to the Optionee stock certificates for the number ofshares with respect to which the Option has been so exercised, issued in theOptionee's name.

 

 

4.1        The SARs may be exercised only by the giving of written notice to theCompany, which notice shall state the election to exercise, the number of SARsbeing exercised and the effective date of the exercise, which date may not beprior to the date of such notice

 

4.2          The Company shall pay to the Grantee the amount due upon exercise of anyportion of the SARs no later than fifteen (15) business days following any suchexercise.

 

 

Any notice to be given to the Company hereunder shall be in writing andshall be addressed to the Secretary of the Company, 1330 Post Oak Boulevard,Suite 2000, Houston, Texas 77056, or at such other address as the Company mayhereafter designate to the Grantee by notice as provided herein. Any notice tobe given to the Grantee hereunder shall be addressed to the Grantee at theaddress set forth beneath the Grantee's signature hereto or at such otheraddress as the Company uses for Grantee's Board communications, or at such otheraddress as Grantee may hereafter designate to the Company by notice as providedherein. Notices hereunder shall be deemed to have been duly given whenpersonally delivered or mailed by registered mail or certified mail to the partyentitled to receive the same.

 

 

The rights and privileges of the Option granted hereby shall be subjectto all the terms and provisions of the Plan, which are incorporated herein byreference and made a part hereof. Optionee is particularly directed to theprovisions of Section 8 of the Plan (relating to the exercisability of theOption following termination as a director or death), Section 10(transferability of options), and Section 15 of the Plan (generally relating toadjustments to the number of shares of Common Stock covered by the Option uponcertain changes in capitalization). Any term defined in the Plan shall have thesame meaning in this Agreement. In the event of any conflict between theprovisions of this Agreement and the Plan, the provisions of the Plan shallcontrol.

 

 

This Agreement is being executed in duplicate originals so that eachparty may retain a signed original. Both original documents constitute asingular agreement.

 

 

This Agreement shall be binding upon and inure to the benefit of theparties hereto and the successors and assigns of the Company and, to the extentset forth in Plan Section 11 and in this Agreement, the heirs and personalrepresentatives of the Grantee.

 

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