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Exhibit 10.4
RESTRICTED STOCK PLAN FOR SENIOR EXECUTIVES
OF HELMERICH & PAYNE, INC.
I. CERTAIN DEFINITIONS
"Award" means an award of shares of Common Stock as provided in
Paragraph V.
"Award Agreement" means a written agreement or agreements as described
in Paragraph X hereof between the Company and a Participant evidencing an
Award.
"Award Date" means for a Participant the date on which an Award is
granted to the Participant.
"Board of Directors" means the Board of Directors of the Company, a
majority of the Directors of which acting in the matter are not Participants or
eligible to participate in the Plan.
"Committee" means the Human Resources Committee of the Board of
Directors described in Paragraph III hereof, or any other Committee of the
Board authorized by the Board of Directors to act hereunder and meeting the
requirements of Paragraph III hereof.
"Common Stock" means shares of the Company's presently authorized
common stock, except as this definition may be modified as provided in
Paragraph IX.
"Company" means Helmerich & Payne, Inc., a Delaware corporation.
"Disability" means a medically determined physical or mental
impairment which renders a Participant unable to function effectively as an
elected officer of the Company or a senior executive Employee.
"Employees" means persons (including officers, whether or not they are
also directors) employed by the Company, or a subsidiary thereof, on a full
time basis and who are compensated for such employment by a regular salary.
"Participant" means an individual who satisfies the conditions of
eligibility set forth in Paragraph IV and who accepts an Award or, upon the
Participant's death or incapacity, his estate, personal representative or
beneficiary.
"Plan" means this Restricted Stock Plan for Senior Executives of
Helmerich & Payne, Inc.
II. PURPOSE
The purposes of the Plan are to attract and retain selected senior
executives and to increase their proprietary interest in the Company by
awarding them shares of the Common Stock subject to the terms and conditions
set forth below.
III. ADMINISTRATION
The Plan shall be administered by the Human Resources Committee of the
Board of Directors which shall consist of not fewer than three members, and
which shall consist only of directors who
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are ineligible to participate in the Plan. The interpretation and construction
by the Committee of any provision of the Plan or of any Award Agreement shall
be final and conclusive unless otherwise determined by the Board of Directors,
and in any such event such determination by the Board of Directors shall be
final and conclusive. If, for any reason, the Human Resources Committee shall
be unable to act or shall cease to qualify hereunder, or if the Board of
Directors shall, for any reason, deem it desirable, the Board of Directors may
constitute and authorize a further committee of directors as the Committee,
provided that such committee meets the qualifications set forth in the first
sentence of this Paragraph III. Further, the Board of Directors reserves the
right to take any and all action hereunder where it may deem such action
advisable, including where the Committee may be unable to act.
IV. ELIGIBILITY
The individuals who shall be Participants shall be such elected
officers of the Company and other senior executive Employees who are approved
as Participants by the Committee from time to time.
V. AWARDS
Subject to the provisions of Paragraph VIII hereof, Participants shall
be granted Awards of such number of shares of Common Stock as may be approved
by the Committee. Such shares shall be awarded subject to the restrictions
provided for herein and, except for such restrictions, for no additional
consideration.
VI. TERMS AND CONDITIONS OF AWARDS
A. Restrictions
All Awards of shares of Common Stock (the "Restricted Shares") shall
be subject to the restrictions provided for in this Paragraph VI. Certificates
for Restricted Shares shall be registered in the Participant's name but shall
be held in custody by the Company for the Participant's account. While held by
the Company, the Participant shall have the right to receive dividends on and
the right to vote the Restricted Shares, but shall not have any other rights
and privileges of a stockholder and, without limitation, shall not have the
right to sell, transfer, assign, pledge or otherwise encumber or dispose of the
Restricted Shares.
B. Expiration of Restrictions
The restrictions set forth in subparagraph A with respect to each
Award of Restricted Shares to a Participant (the "Restrictions") shall expire
on the earlier of the following:
(i) If the Participant shall have been continuously in the employment
of the Corporation or one of its subsidiaries for a period of three years from
the date of grant of a Restricted Stock Award, the Corporation shall deliver to
the Participant on or about the third anniversary thereof a certificate,
registered in the name of the Participant and free of restrictions hereunder,
representing 20% of the total number of shares granted to the Participant
pursuant to this Agreement. Similarly, if the Participant shall be so
continuously employed on each of the fourth, fifth, sixth and seventh
anniversaries thereof, the Corporation on or about each such anniversary shall
deliver additional certificates representing 20% of the total number of such
shares. No payment shall be required from the Participant in connection with
any delivery to the Participant of shares hereunder.
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C. Forfeiture of Restricted Shares
Except as next provided, at the time a Participant ceases to be an
Employee for any reason, whether due to resignation, termination, retirement,
disability, death or otherwise, all Restricted Shares held by the Company for
such Participant's account and as to which the Restrictions have not expired in
accordance with subparagraph B, shall be forfeited to the Company (the
"forfeited Shares"). In the event of a Participant's disability, death or
retirement from the Company or a subsidiary and, in each instance, at or after
having attained age 62 and having continued as an Employee for at least one
year from his Award Date, the Restricted Shares for which the Restrictions have
not then expired shall continue to be held in accordance with subparagraphs A
and B until the Restrictions expire. In the event of death, the Restricted
Shares may be re-registered in the name of the deceased Participant's
designated beneficiary or successor by will or law.
D. Delivery of Restricted or Forfeited Shares
As promptly as is reasonable following such time as the Restrictions
shall expire, the Company will deliver to the Participant (including a
beneficiary, estate or designated representative, if appropriate a certificate
or certificates for the shares of Common Stock for which the Restrictions have
expired. Such shares delivered to the Participant (or beneficiary, estate or
designated representative) shall no longer be subject to any restrictions and
he shall enjoy all rights and privileges of a stockholder as to such shares.
At such time as the Restricted Shares shall be forfeited, the Forfeited Shares
shall be returned to the Company to be held as treasury shares or to be
canceled as the Company shall at any time determine. The Participant shall
have no rights and privileges as a stockholder or otherwise as to the Forfeited
Shares.
E. Restrictions upon Additional Awards
No Participant shall be entitled to be granted additional Awards until
the Restrictions upon all shares of Common Stock with respect to his previous
Award have expired in full.
F. Right to Remove Restrictions
The Committee, in its sole discretion, may authorize the acceleration
of the expiration of the Restrictions as to any or all Participants but in no
event as to any Participant earlier than six months from the Award Date.
VII. STOCK AND NUMBER OF SHARES AVAILABLE
The shares of Common Stock available for awards shall be either shares
of authorized but unissued Common Stock or shares of Common Stock reacquired by
the Company. Subject to the provisions of Paragraph IX, the number of shares
of Common Stock available for Awards shall not exceed 400,000 shares of the
presently authorized Common Stock. In the event that any Restricted Shares
become Forfeited Shares, such shares of Common Stock may again be subject to an
Award.
VIII. REGULATORY COMPLIANCE AND LISTING
The issuance or delivery of any Restricted Shares or of any shares as
to which the Restrictions have expired, may be postponed by the Company for
such periods as may be required to comply with any applicable requirements
under the federal securities laws, any applicable listing requirements of any
national securities exchange and requirements under any other law or regulation
applicable to the
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issuance or delivery of such shares, and the Company shall not be obligated to
issue or deliver any Restricted Shares if the issuance or delivery of such
shares shall constitute a violation of any provision of any law or of any
regulation of any governmental authority or any national securities exchange.
IX. ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION
In the event of recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation, rights offering,
separation, reorganization or liquidation, or any other change in the corporate
structure or shares of Common Stock, the Committee or the Board of Directors
may make such equitable adjustments, to prevent dilution or enlargement of
rights, as may be deemed appropriate in the number and class of shares
authorized to be granted as Restricted Shares.
X. TERMS AND CONDITIONS OF AWARD AGREEMENTS
Award Agreements shall be in such form as the Committee, from time to
time, shall approve, including provisions as to
(a) the prohibitions upon transfer and assignment of Restricted
Shares,
(b) the transfer to the Company of all Forfeited Shares, including
provision for stock powers,
(c) the agreement of the Participant to remain in the employ of and to
render to the Company or a subsidiary his services for a period of at least one
year from the Award Date,
(d) the designation of a beneficiary, and
(e) such other matters as the Committee may deem advisable.
XI. EXCULPATION
Each member of the Board of Directors or of the Committee, and each
officer and employee of the Company shall be fully justified in relying or
acting upon any information furnished in connection with the administration of
the Plan by an person or persons other than himself. In no event shall any
person who is or shall have been a member of the Board of Directors or of the
Committee, or an officer or employee of the Company be liable for any
determination made or other action taken or any omission to act in reliance
upon any such information or for any action (including the furnishing of
information) taken or any failure to act, if in good faith.
XII. TERMINATION OR AMENDMENT OF THE PLAN
The Committee or the Board of Directors may at any time terminate the
plan and may from time to time alter or amend the Plan or any part thereof
(including any amendment deemed necessary to ensure that the Company may comply
with any regulatory requirement referred to in Paragraph VIII), provided that,
unless otherwise required by law, the rights of a Participant with respect to
Restricted Shares awarded prior to such termination, alteration or amendment
may not be impaired without the consent of such Participant and further,
provided that any amendment that would (i) materially increase the benefits
accruing to Participants under the Plan, (ii) materially increase the
securities of the Company which may be issued under the Plan or (iii)
materially modify the requirements as to eligibility for participation in the
Plan, shall be subject to the requisite approval of the Company's stockholders,
except that any Plan amendment resulting from or implementing any
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increase or modification that may result from adjustments authorized by
Paragraph IX shall not require such approval.
XIII. MISCELLANEOUS
A. Right to Dismiss Employees
Neither the establishment of the Plan, the designation of any
Participant, the taking of any action hereunder, nor any provisions of the plan
shall be construed as giving a Participant the right to be retained in the
employ of the Company or a subsidiary or in any particular capacity with the
Company or a subsidiary.
B. Taxes
The Company shall have the right to require, prior to the issuance or
delivery of any Restricted Shares or of any shares for which the Restrictions
have expired, payment by the Participant of any taxes required by law with
respect to the issuance or delivery of such shares.
C. Applicable Law
The Plan shall be interpreted and construed in accordance with the
laws of the State of Delaware.
D. No Assignment
No right under the Plan, including the right to receive Restricted
Shares and dividends in accordance with the terms hereof, shall be assignable
or transferable except by will or by the laws of descent and distribution.
E. Gender
Wherever any words are used herein in the masculine gender they shall
be construed as though they were also used in the feminine gender in all cases
where they would so apply, and wherever any words are used herein in the
singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply.
XIV. EFFECTIVE DATE OF THE PLAN
The Plan shall become effective on January 2, 1990, subject to the
adoption of the plan by the Company's stockholders.
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