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Exhibit 10.5
(Part 1/3)
RESTRICTED STOCK AWARD AGREEMENT FOR
THE RESTRICTED STOCK PLAN FOR SENIOR EXECUTIVES OF
HELMERICH & PAYNE, INC.
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is entered
into as of the 1st day of December, 1993, by and between Helmerich & Payne,
Inc., (the "Company") and ______________, an individual, (the "Participant");
W I T N E S S E T H :
WHEREAS, the Participant is a senior executive employed by the
Company,
WHEREAS, the Company desires to encourage the Participant to remain in
the employ of the Company in the future, and
WHEREAS, in consideration of future services to be rendered by the
Participant to the Company, the Company desires to provide the Participant the
opportunity to acquire additional shares of Common Stock of the Company in
exchange for the Participant performing future services for the Company,
NOW, THEREFORE, BE IT RESOLVED that the Participant and the Company
agree as follows:
1. The Plan. The Restricted Stock Plan for Senior Executives of
Helmerich & Payne, Inc., (the "Plan"), a copy of which is attached hereto as
Exhibit "A," is hereby incorporated herein by reference and made a part hereof
for all purposes, and when taken with this Agreement shall govern the rights of
the Participant and the Company with respect to the Award, as hereinafter
defined. All capitalized terms shall have the same meanings as contained in
the Plan unless stated to the contrary herein.
2. Grant of Award. The Company hereby grants to the Participant
an award (the "Award") of TEN THOUSAND (10,000) shares of Company Common Stock
(the "Restricted Shares") on the terms and conditions set forth herein and in
the Plan.
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3. Terms of Award.
(a) Vesting and Release of Restricted Shares.
Certificates representing the Restricted Shares subject to the Award
will be issued in the name of the Participant and will be delivered to
the Secretary of the Company as escrow agent (the "Agent"). Subject
to the terms of this Agreement, the Plan, and any agreement entered
into with the Agent, the Participant shall be deemed vested and
entitled to receive the number of the Restricted Shares within the
Award within a reasonable length of time after the expiration of the
vesting dates (the "Vesting Dates") described in Subsection (b) below.
(b) Vesting Dates. If the Participant shall have been
continuously in the employment of the Company or one of its
Subsidiaries for a period of three years from the date of grant of the
Award, the Company 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 Restricted 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 Company on or about each such anniversary
shall deliver additional certificates representing 20% of the total
number of such Restricted Shares.
The following sets forth the vesting schedule described
hereinabove:
Percentage of Shares of
Stock within an Award
Vesting Date To Be Distributed
------------ -----------------
December 1, 1996 20%
December 1, 1997 20%
December 1, 1998 20%
December 1, 1999 20%
December 1, 2000 20%
----
Total 100%
====
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No payment shall be required from the Participant in
connection with any delivery to the Participant of Restricted Shares
hereunder other than the payment of income tax withholding and other
employment taxes that may be due with respect to the issuance or
delivery of such shares.
(c) 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 Restricted Shares for which the
Restrictions have expired, and such Restricted 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.
(d) Additional Restrictions. In addition to the
restrictions imposed under the foregoing Subsection 3(a), 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.
4. Delivery by the Agent. As promptly as is practicable after
the expiration of the appropriate Vesting Dates specified in Subsection 3(b)
above, the Agent will deliver to the Participant a certificate evidencing the
number of Restricted Shares to which he is entitled. Such certificate shall be
issued in the Participant's name.
5. Nontransferability of Award. With respect to unvested
Restricted Shares held by the Agent, the Participant for whose benefit such
shares are held shall not have the right to sell, assign, transfer, convey,
dispose of, pledge, hypothecate, burden, encumber, or charge such unvested
Restricted Shares or any interest therein in any manner whatsoever.
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6. Notices. All notices or other communications relating to the
Plan and this Agreement as it relates to the Participant shall be in writing
and shall be mailed (U.S. Mail) by the Company to the Participant at the
following address:
___________________
______________________
Tulsa, Oklahoma 740___
or such other address as the Participant may advise the Company in writing.
7. Restrictive Legend. The Participant acknowledges that the
certificate representing the Restricted Shares shall bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
RESTRICTED STOCK, HAVE BEEN ISSUED PURSUANT TO
THE RESTRICTED STOCK PLAN FOR SENIOR EXECUTIVES
OF HELMERICH & PAYNE, INC. (THE 'PLAN'), ARE
SUBJECT TO THE TERMS AND PROVISIONS OF THE PLAN
ADOPTED BY THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON MARCH 7, 1990, AND BEAR
THE RESTRICTIONS ON ALIENATION SET FORTH IN THE
PLAN. COPIES OF THE PLAN MAY BE OBTAINED FROM
THE OFFICE OF THE SECRETARY OF THE COMPANY."
The Participant acknowledges and agrees that violation of the foregoing
restrictive legend shall result in immediate forfeiture of all Restricted
Shares.
8. Other Restrictions on Transferability. The Participant
acknowledges that the holding and transfer of all Restricted Shares received by
the Participant will be subject to all applicable state and federal securities
laws.
9. Stock Powers and the Beneficiary. The Participant hereby
agrees to execute and deliver to the Secretary of the Company a stock power
(endorsed in blank) covering his Award and authorizes the Secretary of the
Company to deliver to the Company any and all Restricted Shares that are
forfeited under the provisions of the Plan. The Participant designates his
spouse as the beneficiary
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under this Agreement, and if the Participant has no spouse, then the
Participant's estate shall be the designated beneficiary of the
Participant.
10. Further Assurances. The Participant hereby agrees to execute
and deliver all such instruments and take all such action as the Company may
from time to time reasonably request, including, but not limited to,
acknowledging the forfeiture of the Restricted Shares in accordance with the
Plan, in order to fully effectuate the purposes of this Agreement.
11. Binding Effect and Governing Law. This Agreement shall be (i)
binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors, and assigns except as may be limited by the Plan,
and (ii) governed and construed under the laws of the State of Oklahoma.
12. Acceleration of Vesting upon Change of Control.
Notwithstanding anything to the contrary herein, in the event that a Change of
Control (as hereinafter defined) has occurred with respect to the Company at
least six months after the Award Date, any and all Restricted Shares will
become automatically fully vested and the Restrictions shall immediately expire
with respect to the Restricted Shares without the requirement of any further
act by either the Company or the Participant. For the purposes of this Section
12, the term "Change of Control" shall mean:
(a) The acquisition by an individual, entity, or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 15% or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities"), provided, however, that the following
acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company but excluding for this purpose
any acquisition which occurs within six months after a threatened
Change of Control which is in direct response to such threatened
Change of Control, (ii) any
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acquisition by the Company, or (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or
(b) When individuals who, as of the date hereof,
constitute the Board of Directors (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of
Directors, provided, however, that any individual becoming a director
subsequent to the date hereof whose election or nomination for
election by the Company's shareholders was approved by a vote of at
least a majority of the Board of Directors then comprising the
Incumbent Board shall be considered to have been a member of the
Incumbent Board, but excluding for this purpose any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than members of the Board
of Directors.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"COMPANY" HELMERICH & PAYNE, INC.,
a Delaware corporation
By
------------------------------------
Hans Helmerich
President
"PARTICIPANT"
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Exhibit 10.5
(Part 2/3)
FIRST AMENDMENT TO THE RESTRICTED STOCK AWARD AGREEMENT
FOR THE RESTRICTED STOCK PLAN FOR
SENIOR EXECUTIVES OF HELMERICH & PAYNE, INC.
THIS FIRST AMENDMENT TO THE RESTRICTED STOCK AWARD AGREEMENT FOR THE
RESTRICTED STOCK PLAN FOR SENIOR EXECUTIVES OF HELMERICH & PAYNE, INC., (the
"First Amendment") is entered into as of the 7th day of June, 1990, by and
between Helmerich & Payne, Inc., (the "Company") and ________________________,
an individual, (the "Participant").
W I T N E S S E T H:
WHEREAS, the parties have entered into a Restricted Stock Award
Agreement for the Restricted Stock Plan for Senior Executives of Helmerich &
Payne, Inc., (the "Restricted Agreement") dated March 7, 1990, (the "Award
Date") in accordance with that certain Restricted Stock Plan for Senior
Executives of Helmerich & Payne, Inc., (the "Plan");
WHEREAS, in accordance with Article VI, Section F, of the Plan, the
Committee has authorized the acceleration of the expiration of the Restrictions
with respect to the Participant in the event of a "change of control" of the
Company, as hereinafter provided;
WHEREAS, the parties desire to amend the Restricted Agreement in order
to reflect such acceleration of the expiration of the Restrictions in the event
of a "change in control"; and
WHEREAS, all capitalized terms used herein shall have the same
meanings as in the Plan, unless stated to the contrary herein,
NOW, THEREFORE, in consideration of the premises, covenants, and
agreements set forth in the Restricted Agreement, the parties hereto agree that
the Restricted Agreement is hereby amended to add a new Section 12, to read as
follows:
12. Acceleration of Vesting upon Change of
Control. Notwithstanding anything to the contrary herein, in
the event that a Change of Control (as hereinafter defined)
has occurred with respect to the Company at least six months
after the Award Date, any and all Restricted Shares will
become automatically fully vested and the Restrictions shall
immediately expire with respect to the Restricted Shares
without the requirement of any further act by either the
Company or the Participant. For the purposes of this Section
12, the term "Change of Control" shall mean
(a) The acquisition by an individual,
entity, or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended,
(the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of
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directors (the "Outstanding Company Voting Securities"),
provided however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly
from the Company but excluding for this purpose any
acquisition which occurs within six months after a threatened
Change of Control which is in direct response to such
threatened Change of Control, (ii) any acquisition by the
Company, or (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company, or
(b) When individuals who, as of the date
hereof, constitute the Board of Directors (the "Incumbent
Board") cease for any reason to constitute at least a majority
of the Board of Directors, provided, however, that any
individual becoming a director subsequent to the date hereof
whose election or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of
the Board of Directors then comprising the Incumbent Board
shall be considered to have been a member of the Incumbent
Board, but excluding for this purpose any such individual
whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than members of the Board of Directors.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the day and year first above written.
"Company"
HELMERICH & PAYNE, INC.,
A Delaware Corporation
By:
-----------------------------------
Steven R. Mackey
-----------------------------------
(Print Name)
Vice President
"Participant"
-----------------------------------
-----------------------------------
(Print Name)
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Exhibit 10.5
(Part 3/3)
SECOND AMENDMENT TO THE RESTRICTED STOCK AWARD AGREEMENT
FOR THE RESTRICTED STOCK PLAN FOR
SENIOR EXECUTIVES OF HELMERICH & PAYNE, INC.
THIS SECOND AMENDMENT TO THE RESTRICTED STOCK AWARD AGREEMENT FOR THE
RESTRICTED STOCK PLAN FOR SENIOR EXECUTIVES OF HELMERICH & PAYNE, INC., (the
"Second Amendment") is entered into as of the 15th day of January, 1991, by and
between Helmerich & Payne, Inc., (the "Company") and ________________________,
an individual, (the "Participant").
All capitalized terms used herein shall have the same meanings as in
that certain Restricted Stock Plan for Senior Executives of Helmerich & Payne,
Inc., ("the Plan") unless stated to the contrary herein.
W I T N E S S E T H:
WHEREAS, the parties have entered into a Restricted Stock Award
Agreement for the Restricted Stock Plan for Senior Executives of Helmerich &
Payne, Inc., (the "Restricted Agreement") dated March 7, 1990, in accordance
with the Plan;
WHEREAS, in accordance with Article VI, Section F, of the Plan, the
Committee has previously authorized the acceleration of the expiration of the
Restrictions with respect to the Participant in the event of a "change of
control" of the Company, as hereinafter provided;
WHEREAS, the parties amended the Restricted Agreement on June 7, 1990,
to accelerate the expiration of the Restrictions in the event of a "change in
control";
WHEREAS, the Company's Board of Directors on December 5, 1990, amended
its Rights Agreement ("Amended Agreement") to provide, among other things, for
a single trigger mechanism by which an acquiring shareholder becomes an
"Acquiring Person" once such person has acquired 15% of the Company's
outstanding shares; and
WHEREAS, the Board of Directors on December 5, 1990, authorized all of
the Company's benefit and compensation plans to
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be amended so as to be consistent with the terms, conditions, and provisions of
the Amended Agreement,
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree that paragraph 12 of the Restricted Agreement is hereby amended as
follows:
The reference to "20%" in the eighth line of Section 12(a)
shall be deleted, and "15%" shall be substituted therefor.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the day and year first above written.
"Company"
HELMERICH & PAYNE, INC.,
A Delaware Corporation
By:
-----------------------------------
Steven R. Mackey
Vice President
"Participant"
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