EXHIBIT 10.6
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION AGREEMENT made as of the 28th day of January 2003
("Company"), and ((FNAME)) ((LNAME)), an employee of the Company or one or more
of its subsidiaries (hereinafter called the "Employee").
WHEREAS, the Company desires to afford the Employee an opportunity to purchase
shares of its Common Stock, par value $0.10 per share (hereinafter called the
"Common Stock"), pursuant to the terms and provisions of the Company's 1994
Employee Stock Incentive Plan (hereinafter called the "Plan"), as hereinafter
provided.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and Employee's employment by the Company, the parties hereto agree as follows:
THE PLAN. This Option Agreement is made pursuant to and in accordance
with the terms and provisions of the Plan. Anything in this Option Agreement to
the contrary notwithstanding, the terms and provisions of the Plan, all of which
are hereby incorporated herein by reference, shall be controlling in the event
of any inconsistency herewith.
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Employee the right and option (hereinafter called the "Option"),
to purchase all or any part of an aggregate of ((ISO)) shares of
Common Stock (subject to adjustment as provided in Paragraph 8
hereof), on the terms and conditions hereinafter set forth.
2. PURCHASE PRICE. The purchase price of the shares of Common Stock
covered by the Option shall be $ 9.49 per share, which amount is
at least 100% of fair market value of such shares at the date
hereof, determined in accordance with the Plan, or 110% of such
value if Employee owns more than 10% of the voting stock of the
Company.
3. VESTING. No portion of the Option shall be exercisable prior to
January 28, 2004; beginning on such date, the Option shall become
exercisable as follows:
With respect to ((ISO_04)) shares, on or after January 28,
2004;
With respect to ((ISO_05)) shares, on or after January 28,
2005;
With respect to ((ISO_06)) shares, on or after January 28,
2006;
With respect to ((ISO_07)) shares, on or after January 28,
2007; and,
With respect to ((ISO_08)) shares, on or after January 28,
2008.
4. TERM OF OPTION. To the extent vested pursuant to Section 3, each
portion of the Option shall remain exercisable through the period
ending ten (10) years after the date of grant, subject to earlier
termination as provided in Section 7 hereof.
5. ADMINISTRATION. Unless administration of the Plan is assumed by
the Board of Directors of the Company, the Plan shall be
administered by a committee of the Board of Directors of the
Company, hereinafter referred to as the "Committee". The Committee
is authorized and empowered to administer and interpret the Plan
and this Option Agreement. Any interpretations of this Option
Agreement or of the Plan made by the Committee shall be final and
binding upon the parties hereto.
6. NON-TRANSFERABILITY. The Option shall not be assignable nor
transferable except by will or by the laws of descent and
distribution and shall not be subject to execution, attachment or
other process. Except as set forth in the Plan, during the
lifetime of the Employee, the Option shall be exercisable only by
the Employee. After the death of the Employee, the Option may be
exercised prior to its termination as set forth in Section 7(b)
hereof. Employee hereby agrees to retain ownership of, and to
refrain from transferring, all shares of Common Stock obtained
upon exercise of the Option for a period of twelve months after
the date on which such Common Stock is obtained pursuant to the
exercise of the Option; provided, however, that such twelve month
transfer restriction shall be rescinded and shall no longer have
any applicability following Employee's death, Normal Retirement
(as defined in the Plan) or permanent disability (as determined by
the Committee in accordance with the Plan). The Company may, at
its discretion, place a legend to such effect on the certificates
representing the shares of Common Stock obtained upon exercise of
the option and issue appropriate stop transfer instructions to the
Company's transfer agent.
7. TERMINATION. The Option may not be exercised by the Employee
unless he/she, at the time of the exercise, shall have been in the
continuous employ of the Company or a subsidiary thereof, in a
position of equivalent or greater responsibility as on the Grant
Date, except as follows:
(a) If, prior to the expiration of the Option, Employee's
employment terminates by reason of permanent disability (as
determined by the Committee in accordance with the Plan),
Employee or his/her guardian may exercise the Option through
the earlier of (i) such date of expiration, or (ii) one year
after the date of termination of employment, to the extent
that the Option was exercisable at the date of termination
of employment.
(b) If Employee dies while in the employ of the Company or a
subsidiary without having fully exercised the Option, the
Option may be exercised prior to its expiration and within
six (6) months of the date of death, to the extent the
Option was exercisable at the date of death, by the legal
representative of the estate or by the legatee of the
Employee under the Employee's will.
(c) If, prior to the expiration of the Option, Employee's
employment terminates by reason of Normal Retirement (as
defined in the Plan), Employee may exercise the Option
through the earlier of (i) such date of expiration, or (ii)
one day less than three months after the Retirement date, to
the extent the Option was exercisable at such Retirement
date.
The termination of employment of an Employee for any reason shall
not accelerate or otherwise affect the number of shares with
respect to which the Option may be exercised.
8. CHANGE IN CAPITALIZATION. In general, if the Company is merged
into or consolidated with another corporation under circumstances
in which the Company is not the surviving corporation, or if the
Company is liquidated, or sells or otherwise disposes of
substantially all of its assets to another corporation (any such
merger, consolidation, etc. being hereinafter referred to as a
"Non-Acquiring Transaction") while the Option is outstanding under
the Plan, after the effective date of a Non-Acquiring Transaction
Employee shall be entitled, upon exercise of the Option, to
receive such stock or other securities as the holders of the same
class of stock as those shares subject to the Option shall be
entitled to receive in such Non-Acquiring Transaction based upon
the agreed upon conversion ratio or per share distribution.
However, in the discretion of the Board of Directors, any
limitations on exercisability of the Option may be waived so that
the Option, from and after a date prior to the effective date of
such Non-Acquiring Transaction, shall be exercisable in full.
Furthermore, in the discretion of the Board of Directors, the
right to exercise may be given to Employee during a 30-day period
preceding the effective date of such Non-Acquiring Transaction. If
the Option is not exercised within such 30-day period it may be
canceled by the Board of Directors as of the effective date of any
such Non-Acquiring Transaction. To the extent that the foregoing
adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Board of Directors, whose
determination in that respect shall be final, binding and
conclusive. The Committee need not treat other optionees and/or
options in the same manner as Employee and the Option are treated.
In no case shall the Company be required to sell a fractional
share of Common Stock, and the total adjustment as set forth above
shall be limited accordingly.
9. METHOD OF EXERCISING THE OPTION. Subject to the vesting provisions
of Section 4 hereof, the Employee may exercise the Option in full
or in part by written notice to the Company, delivered in person
to the Treasurer of the Company or mailed, by registered mail,
return receipt requested, to the
Company's principal office at Atlanta, Georgia, attention of the
Treasurer of the Company; provided, however, that if exercised in
part, the Option may not be exercised for fewer than 100 shares,
unless the remaining balance of the Option is less than 100
shares, in which case the Option may be exercised for the
remaining balance. The written notice shall state the Employee's
intention to exercise the Option and the number of shares in
respect to which it is being exercised and shall be signed by the
Employee or a legatee or personal representative of the Employee,
as applicable. Such notice shall be accompanied by payment of the
full purchase price of the shares, and instructions shall be given
as to the address to which the stock certificates shall be mailed.
The purchase price for the shares as to which the Option shall be
exercised from time to time shall be paid in full in cash and/or
unrestricted shares of Common Stock already owned by the optionee
for a period of at least six months, based, in each case, on the
Fair Market Value (as defined in the Plan) of the shares on the
date the Option is exercised, unless it shall be determined by the
Committee, at any time hereafter, in its sole discretion, that
unrestricted shares of Common Stock are not a permissible form of
payment with respect to the Option. No shares may be purchased if
the Employee is not at the time of exercise in the employ of the
Company, or a subsidiary, except as provided in Section 8.
10. REQUIREMENT OF LAW. If any law, regulation of the Securities and
Exchange Commission, or any regulation of any other commission or
agency having jurisdiction shall require the Company or the
Employee to take any action with respect to the shares of Common
Stock acquired by the exercise of the Option, then the date upon
which the Company shall deliver or cause to be delivered the
certificate or certificates for the shares of Common Stock shall
be postponed until full compliance has been made with all such
requirements or law or regulations. Further, at or before the time
of the delivery of the shares with respect to which exercise of
the Option has been made, the Employee shall, if requested by the
Company, deliver to the Company his/her written statement that
he/she intends to hold the shares so acquired by him on exercise
of the Option for investment and not with a view to resale or
other distribution thereof to the public. Further, in the event
the Company shall determine that, in compliance with the
Securities Act of 1933, as amended, or other applicable statute or
regulation, it is necessary to register any of the shares of
Common Stock with respect to which an exercise of the Option has
been made, or to qualify any such shares for exemption from any of
the requirements of the Securities Act of 1933, as amended, or
other applicable statute or regulations, then the Company shall
take such action at its own expense, but not until such action has
been completed shall the Option shares be delivered to the
Employee.
11. NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to
grant Employee the right to continued employment with the Company,
to limit or restrict the right of the Company or any of its
subsidiaries to terminate an Employee's employment at any time,
with or without cause, or to increase or
decrease the compensation of the Employee from the rate in
existence at the date hereof.
12. INCENTIVE STOCK OPTION. The Option granted hereunder has been
designated as an "Incentive Stock Option" pursuant to Section 422
of the Code (as defined in the Plan); provided, however, that to
the extent that the Option fails for any reason to comply with the
provisions of Section 422, it shall be treated as a Non-Qualified
Stock Option (as defined in the Plan). The Company shall have no
liability whatsoever to Employee in the event the Option fails for
any reason to satisfy the requirements for Incentive Stock Options
set forth in Section 422.
13. GOVERNING LAW. This Agreement and all awards made and actions
taken hereunder shall be governed by and construed in accordance
with the Delaware General Corporation Law, to the extent
applicable, and in accordance with the laws of the State of
Georgia in all other respects.
IN WITNESS WHEREOF, the Company has caused this Incentive Stock Option Agreement
to be duly executed by an authorized officer, and the Employee has hereunto set
his/her hand, all as of the day and year first above written.
RPC, Inc.
By:
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Its: President
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((FNAME)) ((LNAME))