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EXHIBIT 99.2
2000 RESTRICTED AWARD NO. _________________
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HELMERICH & PAYNE, INC.
2000 STOCK INCENTIVE PLAN
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RESTRICTED STOCK AWARD AGREEMENT
Participant
Name: Grant Date:
--------------------- ----------------------
Vesting Schedule
----------------
Shares Subject to Percent of
Restricted Stock Award: Vesting Dates Award Vested
----------------- ------------- ------------
Expiration Date of Grant:
---------------- ------------------ ___%
------------------ ___%
------------------ ___%
------------------ ___%
------------------ ___%
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RESTRICTED STOCK AWARD AGREEMENT
UNDER 2000 HELMERICH & PAYNE, INC.
STOCK INCENTIVE PLAN
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Award Agreement"), made as
of the grant date set forth on the cover page of this Award Agreement (the
"Cover Page") at Tulsa, Oklahoma by and between the participant named on the
Cover Page (the "Participant") and Helmerich & Payne, Inc. (the "Company"):
WITNESSETH:
WHEREAS, the Participant is an employee of the Company, a Subsidiary of
the Company, or an Affiliated Entity, and it is important to the Company that
the Participant be encouraged to remain in the employ of the Company, a
Subsidiary of the Company, or an Affiliated Entity; and
WHEREAS, in recognition of such facts, the Company desires to provide
to the Participant an opportunity to receive shares of the Common Stock of the
Company, as hereinafter provided, pursuant to the "Helmerich & Payne, Inc. 2000
Stock Incentive Plan" (the "Plan"), a copy of which has been provided to the
Participant; and
WHEREAS, any capitalized terms used but not defined herein have the
same meanings given them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for good and valuable consideration, the Participant and the
Company hereby agree as follows:
SECTION 1. Grant of Restricted Stock Award. The Company hereby grants
to the Participant an award (the "Restricted Stock Award") of the number of
shares of its Common Stock, par value $.10 (the "Stock") set forth on the Cover
Page, under and subject to the terms and conditions of this Award Agreement and
the Plan which is incorporated herein by reference and made a part hereof for
all purposes.
SECTION 2. Stock Held by Company. The Company shall hold a certificate
registered in the name of the Participant representing the total number of
shares of the Award. As a condition precedent to issuing a certificate
representing these shares of the Award, the Participant must deliver to the
Company a duly executed irrevocable stock power (in blank) covering such shares
represented by the certificate in the form of Exhibit A attached hereto. All
shares of the Award held by the Company pursuant to this Award Agreement shall
constitute issued and outstanding shares of Common Stock of the Company for all
corporate purposes, and the Participant shall be entitled to vote such shares
and shall receive all cash dividends thereon provided that the right to vote or
receive such dividends shall terminate with respect to shares which have been
forfeited as provided under this Award Agreement. While such shares are held by
the Company and until such shares have vested on the applicable date set forth
on the Cover Page (the "Vesting Date"), the Participant for whose benefit such
shares are held shall not have the right to encumber or otherwise change, sell,
assign, transfer, pledge or otherwise dispose of such unvested shares of Stock
or any interest therein, and such unvested shares of Stock shall not be subject
to attachment or any other legal or equitable process brought by or on behalf of
any creditor of such Participant; and any such attempt to attach or receive
shares in violation of this Award Agreement shall be null and void. If such
shares shall vest on the applicable Vesting Date in accordance with this Award
Agreement, the Company shall deliver to the Participant a certificate
representing such vested shares.
SECTION 3. Timing of Restricted Stock Award. After, and only after, the
conditions of this Award Agreement have been satisfied, the Participant shall be
eligible to receive the Award pursuant to the vesting schedule set forth on the
Cover Page (the "Vesting Schedule"). If the Participant's employment with the
Company (or a Subsidiary, a parent of the Company or an Affiliated Entity)
remains full-time and continuous at all times through the applicable vesting
date(s) specified on the Cover Page (the "Vesting Dates"), then the Participant
shall be entitled, subject to the applicable provisions of the Plan and this
Award Agreement having been satisfied, to receive on or after the applicable
Vesting Date, the number of shares of Stock determined by multiplying the
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aggregate number of shares of Stock subject to the Award set forth on the Cover
Page by the designated percentage set forth on the Cover Page.
SECTION 4. Term of Restricted Stock Award. Subject to earlier
termination as herein provided, the Restricted Stock Award shall expire at the
close of business on the expiration date set forth on the Cover Page and may not
become vested after such expiration date.
SECTION 5. Nontransferability of Restricted Stock Award. Except as
otherwise herein provided, the Restricted Stock Award shall not be transferable
by the Participant otherwise than by will or the laws of descent and
distribution. More particularly (but without limiting the generality of the
foregoing), unvested shares of Stock held by the Company may not be assigned,
transferred (except as provided above), pledged or hypothecated in any way,
shall not be assignable by operation of law and shall not be subject to
execution, attachment, or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Restricted Stock Award
contrary to the provisions hereof shall be null and void and without effect. All
shares of Stock which are distributed to the Participant as provided under this
Award Agreement may not be subsequently transferred except as provided herein.
SECTION 6. Employment. Nothing in the Plan or in this Award Agreement
shall confer upon the Participant any right to continue in the employ of the
Company, its parent or any Subsidiary or an Affiliated Entity or interfere in
any way with the right of the Company, its parent or any Subsidiary or an
Affiliated Entity to terminate the Participant's employment at any time.
SECTION 7. Acceleration of Restricted Stock Awards. The Committee, in
its sole discretion, may permit (i) a Participant who terminates employment due
to a disability (as defined in Section 22(e) of the Code), (ii) the personal
representative of a deceased Participant, or (iii) a Participant who terminates
employment on or after his Retirement Date to receive all or any part of the
shares subject to the Restricted Stock Award for which the applicable Vesting
Date(s) has not yet occurred on the date of the Participant's death, termination
of employment due to a disability, or termination of employment on or after his
Retirement Date.
SECTION 8. Change of Control. Any and all shares under this Restricted
Stock Award shall become automatically fully vested upon the occurrence of a
Change of Control Event with such acceleration to occur without the requirement
of any further act by either the Company or the Participant.
SECTION 9. Securities Law Restrictions. The Restricted Stock Award
shall be vested and Stock issued only upon compliance with the Securities Act of
1933, as amended (the "Act"), and any other applicable securities law, or
pursuant to an exemption therefrom. If deemed necessary by the Company to comply
with the Act or any applicable laws or regulations relating to the sale of
securities, the Participant, at the time of exercise and as a condition imposed
by the Company, shall represent, warrant and agree that the shares of Stock
subject to the Restricted Stock Award are being acquired for investment and not
with any present intention to resell the same and without a view to
distribution, and the Participant shall, upon the request of the Company,
execute and deliver to the Company an agreement to such effect. The Participant
acknowledges that any stock certificate representing Stock acquired under such
circumstances will be issued with a restricted securities legend.
SECTION 10. Withholding of Taxes. The Company may make such provision
as it may deem appropriate for the withholding of any applicable federal, state,
or local taxes that it determines it may obligated to withhold or pay in
connection with the vesting of the Restricted Stock. A Participant must pay the
amount of taxes required by law upon the vesting of a Restricted Stock Award (i)
in cash, (ii) by delivering to the Company shares of Common Stock having a Fair
Market Value on the date of payment equal to the amount of such required
withholding taxes, or (iii) by a combination of the foregoing.
SECTION 11. Legends. The shares of Stock which are the subject of the
Award shall be subject to the following legend:
"THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT
TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN
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RESTRICTED STOCK AWARD AGREEMENT FOR HELMERICH & PAYNE, INC.
2000 STOCK INCENTIVE PLAN DATED THE _____ DAY OF __________,
____. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED
BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE
NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AGREEMENT MAY
BE OBTAINED FROM THE SECRETARY OF HELMERICH & PAYNE, INC."
SECTION 12. Notices. All notices or other communications relating to
the Plan and this Award Agreement as it relates to the Participant shall be in
writing and shall be delivered personally or mailed (U.S. Mail) by the Company
to the Participant at the then current address as maintained by the Company or
such other address as the Participant may advise the Company in writing.
SECTION 13. Conflicts. In the event of any conflicts between this
Agreement and the Plan, the latter shall control. In the event any provision
hereof conflicts with applicable law, that provision shall be severed, and the
remaining provisions shall remain enforceable.
SECTION 14. No Part of Other Plans. The benefits provided under this
Agreement or the Plan shall not be deemed to be a part of or considered in the
calculation of any other benefit provided by the Company, a Subsidiary or an
Affiliated Entity to the Participant.
SECTION 15. Participant and Award Subject to Plan. As specific
consideration to the Company for the Award, the Participant agrees to be bound
by the terms of the Plan and this Agreement.
IN WITNESS WHEREOF, the parties have executed this Restricted Stock
Award Agreement as of the day and year first above written.
HELMERICH & PAYNE, INC., a Delaware corporation
By:
--------------------------------------------
"COMPANY"
-----------------------------------------------
"PARTICIPANT"
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Exhibit A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ______________, an individual, hereby irrevocably assigns
and conveys to ________________________, _________________________________
(_______) shares of the Common Capital Stock of Helmerich & Payne, Inc., a
Delaware corporation, $.10 par value.
DATED:
----------------------------
-----------------------------------
--------------------
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2000 NQO NO. _________________
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HELMERICH & PAYNE, INC.
2000 STOCK INCENTIVE PLAN
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NONQUALIFIED STOCK OPTION AGREEMENT
Participant
Name: Grant Date:
--------------------- ----------------------
Vesting Schedule
----------------
Shares Subject to Percent of Stock
Stock Option: Vesting Dates Option Exercisable
----------------------------- ------------- ------------------
Expiration Date of Grant:
---------------- ------------------ ___%
------------------ ___%
Option Price: ------------------ ___%
---------------------------- ------------------ ___%
------------------ ___%
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NONQUALIFIED STOCK OPTION AGREEMENT
UNDER 2000 HELMERICH & PAYNE, INC.
STOCK INCENTIVE PLAN
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement"), made
as of the grant date set forth on the cover page of this Option Agreement (the
"Cover Page") at Tulsa, Oklahoma by and between the participant named on the
Cover Page (the "Participant") and Helmerich & Payne, Inc. (the "Company"):
WITNESSETH:
WHEREAS, the Participant is an employee of the Company, a Subsidiary of
the Company, or an Affiliated Entity, and it is important to the Company that
the Participant be encouraged to remain in the employ of the Company, a
Subsidiary of the Company or Affiliated Entity; and
WHEREAS, in recognition of such facts, the Company desires to provide
to the Participant an opportunity to purchase shares of the Common Stock of the
Company, as hereinafter provided, pursuant to the "Helmerich & Payne, Inc. 2000
Stock Incentive Plan" (the "Plan"), a copy of which has been provided to the
Participant; and
WHEREAS, any capitalized terms used but not defined herein have the
same meanings given them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for good and valuable consideration, the Participant and the
Company hereby agree as follows:
SECTION 1. Grant of Stock Option. The Company hereby grants to the
Participant a nonqualified stock option (the "Stock Option") to purchase all or
any part of the number of shares of its Common Stock, par value $.10 (the
"Stock") set forth on the Cover Page, under and subject to the terms and
conditions of this Option Agreement and the Plan which is incorporated herein by
reference and made a part hereof for all purposes. The purchase price for each
share to be purchased hereunder shall be the option price set forth on the Cover
Page (the "Option Price") which shall equal the Fair Market Value of the Common
Stock covered by this Stock Option on the Date of Grant.
SECTION 2. Times of Exercise of Option. After, and only after, the
conditions of Section 10 hereof have been satisfied the Participant shall be
eligible to exercise the Stock Option pursuant to the vesting schedule set forth
on the Cover Page (the "Vesting Schedule"). If the Participant's employment with
the Company (or a Subsidiary, parent of the Company, or an Affiliated Entity)
remains full-time and continuous at all times prior to any of the vesting dates
specified on the Cover Page (the "Vesting Dates"), then the Participant shall be
entitled, subject to the applicable provisions of the Plan and this Option
Agreement having been satisfied, to exercise on or after the applicable Vesting
Date, on a cumulative basis, the number of Stock Options determined by
multiplying the aggregate number of shares of Stock subject to the Stock Option
set forth on the Cover Page by the designated percentage set forth on the Cover
Page.
SECTION 3. Term of Stock Option. Subject to earlier termination as
hereafter provided, the Stock Option shall expire at the close of business on
the expiration date set forth on the Cover Page and may not be exercised after
such expiration date; provided, however, in no event shall the term of the Stock
Option be longer than ten years from the Date of Grant.
SECTION 4. Transferability of Stock Option.
(a) General. Except as provided in Section 4(b) hereof, the
Stock Option shall not be transferable otherwise than by will or the laws of
descent and distribution, and the Stock Option may be exercised, during the
lifetime of the Participant, only by the Participant. More particularly (but
without limiting the generality of the foregoing), the Stock Option may not be
assigned, transferred (except as provided above and in Section 4(b) hereof),
pledged or hypothecated in any way, shall not be assignable by operation of law
and shall not be subject to
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execution, attachment, or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Stock Option contrary to the
provisions hereof shall be null and void and without effect.
(b) Limited Transferability of Stock Options. The Stock
Options may be transferred by such Participant to (i) the ex-spouse of the
Participant pursuant to the terms of a domestic relations order, (ii) the
spouse, children or grandchildren of the Participant ("Immediate Family
Members"), (iii) a trust or trusts for the exclusive benefit of such Immediate
Family Members, or (iv) a partnership in which such Immediate Family Members are
the only partners; provided that there may be no consideration for any such
transfer and subsequent transfers of transferred Stock Options shall be
prohibited except those in accordance with Section 4(a) hereof. Following
transfer, any such Stock Options shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer, provided that
for purposes of this Section 4(b) the term "Participant" shall be deemed to
refer to the transferee. The events of termination of employment in the Plan
shall continue to be applied with respect to the original Participant, following
which the Stock Options shall be exercisable by the transferee only to the
extent, and for the periods specified in the Plan. No transfer pursuant to this
Section 4(b) shall be effective to bind the Company unless the Company shall
have been furnished with written notice of such transfer together with such
other documents regarding the transfer as the Committee shall request.
SECTION 5. Employment. So long as the Participant shall continue to be
a full-time and continuous employee of the Company, a Subsidiary of the Company,
an Affiliated Entity or a corporation or a parent or a Subsidiary of such
corporation issuing or assuming a Stock Option in a transaction to which Section
424(a) of the Code applies, the Stock Option shall not be affected by any change
of duties or position. Nothing in the Plan or in this Option Agreement shall
confer upon the Participant any right to continue in the employ of the Company
or a Subsidiary of the Company or an Affiliated Entity, or interfere in any way
with the right of the Company or a Subsidiary of the Company or an Affiliated
Entity to terminate the Participant's employment at any time.
SECTION 6. Acceleration of Otherwise Unexercisable Stock Options on
Death, Disability or Other Special Circumstances. The Committee, in its sole
discretion, may permit (i) a Participant who terminates employment due to a
disability (as defined in Section 22(e) of the Code), (ii) the personal
representative of a deceased Participant, or (iii) any other Participant who
terminates employment upon the occurrence of special circumstances (as
determined by the Committee) to purchase all or any part of the shares subject
to the Stock Option for which the applicable Vesting Date(s) has not yet
occurred on the date of the Participant's death, termination of his employment
due to a Disability, or as the Committee otherwise so determines.
SECTION 7. Timing of Exercise Upon Termination of Employment. With
respect to shares subject to the Stock Option for which the applicable Vesting
Dates have occurred or for which the Committee has permitted purchase in
accordance with Section 6, the Participant, or the representative of a deceased
Participant, shall be entitled to purchase such shares during the remaining term
of the Stock Option if the Participant's employment was terminated due to the
Participant's death or disability or if Participant's employment was terminated
on or after his Retirement Date. If the Participant's employment was terminated
for any other reason, the Participant or the representative of a deceased
Participant shall be entitled to purchase such vested Stock Options for a period
of three months from such date of termination.
SECTION 8. Method of Exercising Stock Option.
(a) Procedures for Exercise. The manner of exercising the
Stock Option herein granted shall be by written notice to the Secretary of the
Company at the time the Stock Option, or part thereof, is to be exercised, and
in any event prior to the expiration of the Stock Option. Such notice shall
state the election to exercise the Stock Option, the number of shares of Stock
to be purchased upon exercise, the form of payment to be used, and shall be
signed by the person so exercising the Stock Option.
(b) Form of Payment. Payment in full for shares of Stock
purchased under this Option Agreement shall accompany the Participant's notice
of exercise, together with payment for any applicable withholding taxes. Payment
shall be made (i) in cash or by check, draft or money order payable to the order
of the Company; (ii) by delivering Stock or other equity securities of the
Company having a Fair Market Value on the date of payment equal to the amount of
the Option Price but only to the extent such exercise of an Option would not
result in an accounting charge with respect to the use of such shares to pay the
Option Price; or (iii) a combination
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thereof. In addition to the foregoing procedure which may be available for the
exercise of the Stock Option, the Participant may deliver to the Company a
notice of exercise which includes an irrevocable instruction to the Company to
deliver the Stock certificate representing the shares of Stock being purchased,
issued in the name of the Participant, to a broker approved by the Company and
authorized to trade in the Common Stock of the Company. Upon receipt of such
notice, the Company shall acknowledge receipt of the executed notice of exercise
and forward this notice to the broker. Upon receipt of the copy of the notice
which has been acknowledged by the Company, and without waiting for issuance of
the actual Stock certificate with respect to the exercise of the Stock Option,
the broker may sell the Stock or any portion thereof. The broker shall deliver
directly to the Company that portion of the sales proceeds sufficient to cover
the Option Price and withholding taxes, if any. For all purposes of effecting
the exercise of the Stock Option, the date on which the Participant gives the
notice of exercise to the Company, together with payment for the shares of Stock
being purchased and any applicable withholding taxes, shall be the "date of
exercise." If a notice of exercise and payment are delivered at different times,
the date of exercise shall be the date the Company first has in its possession
both the notice and full payment as provided herein.
(c) Further Information. In the event the Stock Option is
exercised, pursuant to the foregoing provisions of this Section 8, by any person
due to the death of the Participant, such notice shall also be accompanied by
appropriate proof of the right of such person to exercise the Stock Option. The
notice so required shall be given by personal delivery to the Secretary of the
Company or by registered or certified mail, addressed to the Company at Utica at
Twenty-First, Tulsa, Oklahoma 74114, and it shall be deemed to have been given
when it is so personally delivered or when it is deposited in the United States
mail in an envelope addressed to the Company, as aforesaid, properly stamped for
delivery as a registered or certified letter.
SECTION 9. Change of Control. Upon the occurrence of a Change of
Control Event, any and all Stock Options under this Option Agreement shall
become automatically fully vested and immediately exercisable with such
acceleration to occur without the requirement of any further act by either the
Company or the Participant.
SECTION 10. Securities Law Restrictions. The Stock Option shall be
exercised and Stock issued only upon compliance with the Securities Act of 1933,
as amended (the "Act"), and any other applicable securities law, or pursuant to
an exemption therefrom. If deemed necessary by the Company to comply with the
Act or any applicable laws or regulations relating to the sale of securities,
the Participant, at the time of exercise and as a condition imposed by the
Company, shall represent, warrant and agree that the shares of Stock subject to
the Stock Option are being purchased for investment and not with any present
intention to resell the same and without a view to distribution, and the
Participant shall, upon the request of the Company, execute and deliver to the
Company an agreement to such effect. The Participant acknowledges that any Stock
certificate representing Stock purchased under such circumstances will be issued
with a restricted securities legend.
SECTION 11. Payment of Withholding Taxes. No exercise of any Stock
Option may be effected until the Company receives full payment for any required
state and federal withholding taxes. Payment for withholding taxes shall be made
in cash, by check, or by the Participant surrendering, or the Company retaining
from the shares of Stock to be issued upon exercise of the Stock Option, that
number of shares of Stock (based on Fair Market Value) that would be necessary
to satisfy the requirements for withholding any amounts of taxes due upon the
exercise of the Stock Option. For the purpose of calculating the Fair Market
Value of shares surrendered or retained to pay withholding taxes, the relevant
date shall be the date of exercise. In the event the Participant uses the
"cashless" exercise/same-day sale procedure set forth in Section 8(b) hereof to
pay withholding taxes, the actual sale price of shares sold to satisfy payment
shall be used to determine the amount of withholding taxes payable. Nothing
herein, however, shall be construed as requiring payment of withholding taxes at
the time of exercise if payment of taxes is deferred pursuant to any provision
of the Code, and actions satisfactory to the Company are taken which are
designed to reasonably insure payment of withholding taxes when due.
SECTION 12. Notices. All notices or other communications relating to
the Plan and this Option Agreement as it relates to the Participant shall be in
writing and shall be delivered personally or mailed (U.S. Mail) by the Company
to the Participant at the then current address as maintained by the Company or
such other address as the Participant may advise the Company in writing.
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SECTION 13. Conflicts. In the event of any conflicts between this
Agreement and the Plan, the latter shall control. In the event any provision
hereof conflicts with applicable law, that provision shall be severed, and the
remaining provisions shall remain enforceable.
SECTION 14. No Part of Other Plans. The benefits provided under this
Agreement or the Plan shall not be deemed to be a part of or considered in the
calculation of any other benefit provided by the Company, a Subsidiary or an
Affiliated Entity to the Participant.
SECTION 15. Participant and Award Subject to Plan. As specific
consideration to the Company for the Award, the Participant agrees to be bound
by the terms of the Plan and this Agreement.
IN WITNESS WHEREOF, the parties have executed this
Nonqualified Stock Option Agreement as of the day and year first above written.
HELMERICH & PAYNE, INC., a Delaware corporation
By:
--------------------------------------------
"COMPANY"
-----------------------------------------------
"PARTICIPANT"
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2000 ISO NO. _________________
- --------------------------------------------------------------------------------
HELMERICH & PAYNE, INC.
2000 STOCK INCENTIVE PLAN
- --------------------------------------------------------------------------------
INCENTIVE STOCK OPTION AGREEMENT
Participant
Name: Grant Date:
--------------------- ----------------------
Vesting Schedule
----------------
Shares Subject to Percent of Stock
Incentive Stock Option: Vesting Dates Option Exercisable
------------------ ------------- ------------------
Expiration Date of Grant:
---------------- ------------------ ___%
------------------ ___%
Option Price: ------------------ ___%
---------------------------- ------------------ ___%
------------------ ___%
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INCENTIVE STOCK OPTION AGREEMENT
UNDER 2000 HELMERICH & PAYNE, INC.
STOCK INCENTIVE PLAN
THIS INCENTIVE STOCK OPTION AGREEMENT (the "Option Agreement"), made as
of the grant date set forth on the cover page of this Option Agreement (the
"Cover Page") at Tulsa, Oklahoma by and between the participant named on the
Cover Page (the "Participant") and Helmerich & Payne, Inc. (the "Company"):
WITNESSETH:
WHEREAS, the Participant is an employee of the Company or a Subsidiary
of the Company and it is important to the Company that the Participant be
encouraged to remain in the employ of the Company or a Subsidiary of the
Company; and
WHEREAS, in recognition of such facts, the Company desires to provide
to the Participant an opportunity to purchase shares of the Common Stock of the
Company, as hereinafter provided, pursuant to the "Helmerich & Payne, Inc. 2000
Stock Incentive Plan" (the "Plan"), a copy of which has been provided to the
Participant; and
WHEREAS, any capitalized terms used but not defined herein have the
same meanings given them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for good and valuable consideration, the Participant and the
Company hereby agree as follows:
SECTION 1. Grant of ISO Option. The Company hereby grants to the
Participant an incentive stock option (the "ISO Option") intended to qualify
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
to purchase all or any part of the number of shares of its Common Stock, par
value $.10 (the "Stock") set forth on the Cover Page, under and subject to the
terms and conditions of this Option Agreement and the Plan which is incorporated
herein by reference and made a part hereof for all purposes. The purchase price
for each share to be purchased hereunder shall be the option price set forth on
the Cover Page (the "ISO Price") and shall equal the Fair Market Value of the
Common Stock covered by this ISO Option as of the Date of Grant.
SECTION 2. Times of Exercise of ISO Option. After, and only after, the
conditions of Section 9 hereof have been satisfied, the Participant shall be
eligible to exercise the ISO Option pursuant to the vesting schedule set forth
on the Cover Page (the "Vesting Schedule"). If the Participant's employment with
the Company (or with any Subsidiary) remains full-time and continuous at all
times prior to any of the vesting dates specified on the Cover Page (the
"Vesting Dates"), then the Participant shall be entitled, subject to the
applicable provisions of the Plan and this Option Agreement having been
satisfied, to exercise on or after the applicable Vesting Date, on a cumulative
basis, the number of ISO Options determined by multiplying the aggregate number
of shares of Stock subject to the ISO Option set forth on the Cover Page by the
designated percentage set forth on the Cover Page.
SECTION 3. Term of ISO Option. Subject to earlier termination as
hereafter provided, the ISO Option shall expire at the close of business on the
expiration date set forth on the Cover Page and may not be exercised after such
expiration date; provided, however, in no event shall the term of the ISO Option
be longer than ten years from the Date of Grant. At all times during the period
commencing with the date the ISO Option is granted to the Participant and ending
on the earlier of the expiration of the ISO Option or the date which is three
months prior to the date the ISO Option is exercised by the Participant, the
Participant must be an employee of either (i) the Company, (ii) a Subsidiary of
the Company, or (iii) an Affiliated Entity.
SECTION 4. Nontransferability of ISO Option. Except as otherwise herein
provided, the ISO Option shall not be transferable otherwise than by will or the
laws of descent and distribution, and the ISO Option may be exercised, during
the lifetime of the Participant, only by the Participant. More particularly (but
without limiting the generality of the foregoing), the ISO Option may not be
assigned, transferred (except as provided above), pledged or hypothecated in any
way, shall not be assignable by operation of law and shall not be subject to
execution,
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attachment, or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the ISO Option contrary to the provisions
hereof shall be null and void and without effect.
SECTION 5. Employment. So long as the Participant shall continue to be
a full-time and continuous employee of the Company or a Subsidiary of the
Company, or an Affiliated Entity, the ISO Option shall not be affected by any
change of duties or position. Nothing in the Plan or in this Option Agreement
shall confer upon the Participant any right to continue in the employ of the
Company or a Subsidiary of the Company, or interfere in any way with the right
of the Company or a Subsidiary of the Company to terminate the Participant's
employment at any time.
SECTION 6. Special Rules With Respect to ISO Options. With respect to
the ISO Option granted hereunder, the following special rules shall apply:
(a) Annual Limitation on Exercise of ISO Options. Except as
provided in Section 8 herein, in no event during any calendar year will the
aggregate Fair Market Value, determined as of the time the ISO Option is
granted, of the Stock for which the Participant may first have the right to
exercise under the ISO Option and any other "incentive stock options" granted
under all plans qualified under Section 422 of the Code which are sponsored by
the Company, its parent or a Subsidiary of the Company exceed $100,000.
(b) Acceleration of Otherwise Unexercisable ISO Options on
Death, Disability or Other Special Circumstances. The Committee, in its sole
discretion, may permit (i) a Participant who terminates employment due to a
disability (as defined in Section 22(e) of the Code), (ii) the personal
representative of a deceased Participant, or (iii) any other Participant who
terminates employment upon the occurrence of special circumstances (as
determined by the Committee) to purchase all or any part of the shares subject
to the ISO Option for which the applicable Vesting Date(s) has not yet occurred
on the date of the Participant's death, termination of his employment due to a
Disability, or as the Committee otherwise so determines.
(c) Timing of Exercise Upon Termination of Employment. With
respect to shares subject to the ISO Option for which the applicable Vesting
Dates have occurred or for which the Committee has permitted purchase in
accordance with the foregoing provision, the Participant, or the representative
of a deceased Participant, shall be entitled to purchase such shares within
three months of such date of termination of employment or one year in the case
of a Participant suffering a disability or in the case of a deceased
Participant.
SECTION 7. Method of Exercising ISO Option.
(a) Procedures for Exercise. The manner of exercising the ISO
Option herein granted shall be by written notice to the Secretary of the Company
at the time the ISO Option, or part thereof, is to be exercised, and in any
event prior to the expiration of the ISO Option. Such notice shall state the
election to exercise the ISO Option, the number of shares of Stock to be
purchased upon exercise, the form of payment to be used, and shall be signed by
the person so exercising the ISO Option.
(b) Form of Payment. Payment in full for shares of Stock
purchased under this Option Agreement shall accompany the Participant's notice
of exercise. Payment shall be made (i) in cash or by check, draft or money order
payable to the order of the Company; (ii) by delivering Stock or other equity
securities of the Company having a Fair Market Value on the date of payment
equal to the amount of the ISO Price but only to the extent such exercise of an
ISO Option would not result in an accounting charge with respect to the use of
such shares to pay the ISO Price; or (iii) a combination thereof. In addition to
the foregoing procedure which may be available for the exercise of the ISO
Option, the Participant may deliver to the Company a notice of exercise which
includes an irrevocable instruction to the Company to deliver the stock
certificate representing the shares of Stock being purchased, issued in the name
of the Participant, to a broker approved by the Company and authorized to trade
in the Common Stock of the Company. Upon receipt of such notice, the Company
shall acknowledge receipt of the executed notice of exercise and forward this
notice to the broker. Upon receipt of the copy of the notice which has been
acknowledged by the Company, and without waiting for issuance of the actual
stock certificate with respect to the exercise of the ISO Option, the broker may
sell the Stock or any portion thereof. The broker shall deliver directly to the
Company that portion of the sales proceeds sufficient to cover the ISO Price and
withholding taxes, if any. For all purposes of effecting the exercise of the ISO
Option, the date on which the Participant gives the notice of
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exercise to the Company, together with payment for the shares of Stock being
purchased and any applicable withholding taxes, shall be the "date of exercise."
If a notice of exercise and payment are delivered at different times, the date
of exercise shall be the date the Company first has in its possession both the
notice and full payment as provided herein.
(c) Further Information. In the event the ISO Option is
exercised, pursuant to the foregoing provisions of this Section 7, by any person
due to the death of the Participant, such notice shall also be accompanied by
appropriate proof of the right of such person to exercise the ISO Option. The
notice so required shall be given by personal delivery to the Secretary of the
Company or by registered or certified mail, addressed to the Company at Utica at
Twenty-First, Tulsa, Oklahoma 74114, and it shall be deemed to have been given
when it is so personally delivered or when it is deposited in the United States
mail in an envelope addressed to the Company, as aforesaid, properly stamped for
delivery as a registered or certified letter.
SECTION 8. Change of Control. Upon the occurrence of a Change of
Control Event, any and all ISO Options under this Option Agreement shall become
automatically fully vested and immediately exercisable with such acceleration to
occur without the requirement of any further act by either the Company or the
Participant.
SECTION 9. Securities Law Restrictions. The ISO Option shall be
exercised and Stock issued only upon compliance with the Securities Act of 1933,
as amended (the "Act"), and any other applicable securities law, or pursuant to
an exemption therefrom. If deemed necessary by the Company to comply with the
Act or any applicable laws or regulations relating to the sale of securities,
the Participant, at the time of exercise and as a condition imposed by the
Company, shall represent, warrant and agree that the shares of Stock subject to
the ISO Option are being purchased for investment and not with any present
intention to resell the same and without a view to distribution, and the
Participant shall, upon the request of the Company, execute and deliver to the
Company an agreement to such effect. The Participant acknowledges that any stock
certificate representing Stock purchased under such circumstances will be issued
with a restricted securities legend.
SECTION 10. Disqualifying Disposition of Stock. If the Participant
shall make a disposition (within the meaning of Section 424(c) of the Code and
the rules and regulations thereunder) of any shares of Stock covered by the ISO
Option within one year after the date of exercise of the ISO Option or within
two years after the Date of Grant of the ISO Option, then in either such event
the Participant shall promptly notify the Company, by delivery of written notice
to the Secretary of the Company, of (i) the date of such disposition, (ii) the
number of shares of Stock covered by the ISO Option which were disposed of and
(iii) the price at which such shares of Stock were disposed of or the amount of
any other consideration received on such disposition. The Company may make such
provision as it may deem appropriate for the withholding of any applicable
federal, state or local taxes that it determines it may be obligated to withhold
or pay in connection with the exercise of the ISO Option or the disposition of
shares of Stock acquired upon exercise of the ISO Option.
SECTION 11. Notices. All notices or other communications relating to
the Plan and this Option Agreement as it relates to the Participant shall be in
writing and shall be delivered personally or mailed (U.S. Mail) by the Company
to the Participant at the then current address as maintained by the Company or
such other address as the Participant may advise the Company in writing.
SECTION 12. Conflicts. In the event of any conflicts between this
Agreement and the Plan, the latter shall control. In the event any provision
hereof conflicts with applicable law, that provision shall be severed, and the
remaining provisions shall remain enforceable.
SECTION 13. No Part of Other Plans. The benefits provided under this
Agreement or the Plan shall not be deemed to be a part of or considered in the
calculation of any other benefit provided by the Company, a Subsidiary or an
Affiliated Entity to the Participant.
SECTION 14. Participant and Award Subject to Plan. As specific
consideration to the Company for the Award, the Participant agrees to be bound
by the terms of the Plan and this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Incentive Stock
Option Agreement as of the day and year first above written.
HELMERICH & PAYNE, INC., a Delaware corporation
By:
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"COMPANY"
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"PARTICIPANT"
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