EXHIBIT 10.7
TIME-LAPSE RESTRICTED STOCK AGREEMENT
TIME-LAPSE RESTRICTED STOCK AGREEMENT made as of the 23rd day of January, 2003,
between RPC, Inc., a Delaware corporation (hereinafter called the "Company"),
and, ((Employee Name)), an employee of the Company or one or more of its
subsidiaries (hereinafter called the "Employee").
WHEREAS, the Company desires to grant to the Employee, as an incentive for
Employee to promote the interests of the Company and its subsidiaries, shares of
its Common Stock, par value $0.10 per share (hereinafter called the "Common
Stock"), subject to certain continued employment vesting criteria, 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 Agreement is made pursuant to and in accordance with the
terms and provisions of the Plan. Anything in this 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. 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 Agreement. Any interpretations of this Agreement or of
the Plan made by the Committee shall be final and binding upon the
parties hereto.
2. GRANT OF TIME-LAPSE RESTRICTED STOCK. Effective as of January
28,2003 (the "Grant Date"), the Company hereby irrevocably grants
to the Employee ((Grant Amount)) shares of Common Stock, which
shares are subject to satisfaction of the vesting requirements and
the terms and conditions hereinafter set forth (such shares of
Common Stock being hereinafter referred to in the aggregate as the
"Time-Lapse Restricted Stock").
3. SERVICE/EMPLOYMENT. All Time-Lapse Restricted Stock shall vest
upon that date which is the tenth (10th) anniversary of the Grant
Date, but only if, through such date, Employee 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. If Employee's employment with the Company terminates at any
time prior to the vesting pursuant to this Section 4 of the
Time-Lapse Restricted Stock issued hereunder, he or she shall
forfeit all
such Time-Lapse Restricted Stock, unless the Employee's employment
terminates due to his or her death, Normal Retirement (as defined
in the Plan) or permanent disability (as determined by the
Committee, in accordance with the Plan), in which case a pro rata
portion of such unvested Time-Lapse Restricted Stock (determined
by dividing the total number of months elapsed from the Grant Date
to the date of death, Normal Retirement or permanent disability,
as applicable, by 120 and multiplying the result by the aggregate
amount of Time-Lapse Restricted Stock) shall vest immediately. The
transfer of employment by Employee between the Company and a
subsidiary thereof shall not be deemed a termination of employment
under the Plan or this Agreement.
4. ESCROW; DIVIDENDS AND VOTING RIGHTS. Prior to the completion of
the vesting period referenced in Section 3 above, all shares of
Time-Lapse Restricted Stock shall be held in escrow by the Company
for the benefit of Employee. During such period, prior to any
forfeiture of the shares, Employee shall receive all cash
dividends declared with respect to the shares and shall have the
right to exercise all voting rights with respect to the shares. At
the discretion of the Company, any share certificates so held in
escrow shall be inscribed with a legend referencing the transfer
restrictions contained in this Agreement and any other applicable
transfer restrictions. Any share certificates issued pursuant to a
stock split or as dividends with respect to the Time-Lapse
Restricted Stock held in escrow shall also be held in escrow on
the same terms as the Time-Lapse Restricted Stock and shall be
released at the same time as, and subject to the same risk of
forfeiture as, the shares with respect to which they were issued.
Any issued Time-Lapse Restricted Stock which the Employee does not
forfeit pursuant to Section 4 above shall be transferred to the
Employee free of any forfeiture conditions under the Plan or this
Agreement as soon as practicable after the service vesting
condition under Section 4 above has been satisfied or no longer
applies; provided, however, that if the Committee at any time
before such transfer reasonably determines that the Employee might
have violated any applicable criminal law, the Committee shall
have the right to cause all of Employee's Time-Lapse Restricted
Stock then held in escrow to be forfeited, without regard to
whether (i) Employee has satisfied the service vesting condition
set forth in Section 4 before the date the Committee makes such
determination, or (ii) Employee's employment is (or might have
been) terminated as a result of such conduct.
5. NON-TRANSFERABILITY. No Time-Lapse Restricted Stock granted
pursuant to this Agreement shall be assignable or transferable,
and such Time-Lapse Restricted Stock shall not be subject to
execution, attachment or other process, until that date on which
the Time-Lapse Restricted Stock vests pursuant to Section 4 above.
The Company may, at its discretion, place a legend to such effect
on the certificates representing the shares of Time-Lapse
Restricted Stock and issue appropriate stop transfer instructions
to the Company's transfer agent.
6. 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 Time-Lapse Restricted Stock
is outstanding under the Plan, after the effective date of a
Non-Acquiring Transaction Employee shall be entitled to receive
such stock or other securities as the holders of the same class of
stock as the Time-Lapse Restricted Stock 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, the vesting restrictions on
the Time-Lapse Restricted Stock may continue in full force and
effect, subject to whatever adjustments the Board of Directors
deems appropriate. 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 holders of Time-Lapse Restricted Stock in the
same manner as Employee is treated.
7. 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 prior to the issuance or release from
escrow of any shares of Time-Lapse Restricted Stock, then the date
upon which the Company shall deliver or cause to be issued or
released from escrow the certificate or certificates for such
shares of Time-Lapse Restricted 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 issuance of any
shares of Time-Lapse Restricted Stock, the Employee shall, if
requested by the Company, deliver to the Company his/her written
statement that he/she intends to hold such shares 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 Time-Lapse Restricted Stock, 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
shares be issued in the name of the Employee.
8. WITHHOLDING. Employee shall have the right (absent any contrary
action by the Committee and subject to satisfying the
requirements, if any, of Rule 16b-3 promulgated pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended) to
elect that the minimum tax withholding requirements applicable to
the receipt of any award pursuant to this Agreement be satisfied
through a reduction in the number of shares of Time-Lapse
Restricted Stock issued or transferred to him or her, and the
Committee shall have the right to reduce the number of shares of
Time-Lapse Restricted Stock issued or transferred to the
Employee in order to satisfy such minimum applicable tax
withholding requirements.
9. NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to
grant Employee the right to continued employment with the Company
or 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.
10. 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 Time-Lapse Restricted Stock
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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Employee Name