EXHIBIT 10.8
PERFORMANCE RESTRICTED STOCK AGREEMENT
PERFORMANCE RESTRICTED STOCK AGREEMENT made as of the 28th 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, the right
to receive shares of its Common Stock, par value $0.10 per share (hereinafter
called the "Common Stock"), subject to certain performance and 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 PERFORMANCE RESTRICTED STOCK. Effective as of January 28,
2003 (the "Grant Date"), the Company hereby irrevocably grants to
the Employee the right to receive the following five grants of
shares of Common Stock, 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 "Performance Restricted Stock"):
# OF AVERAGE STOCK NORMAL
GRANT SHARES PRICE CONDITION AWARD DATE
----- ------ --------------- ----------
1 $ 10.91 January 28, 2004 *
2 12.55 January 28, 2005 *
3 14.43 January 28, 2006 *
4 16.60 January 28, 2007 *
5 19.09 January 28, 2008 *
Total Shares
o (Refer to Paragraph 3 Below)
3. STOCK PERFORMANCE. No Performance Restricted Stock will be issued
pursuant to any of the aforementioned grants unless and until the
performance criteria set forth below in this Section 3 with
respect to such grant have been satisfied:
(a) With respect to the first grant, the Average Closing Price
(defined to be the average closing price of the Common Stock
on the New York Stock Exchange for 10 consecutive trading days
occurring from and after the Grant Date) must equal or exceed
the Average Stock Price Condition for such grant (as disclosed
in the table in Section 2 above) on or before January 28,
2004.
(b) With respect to grants 2, 3 and 4, the Average Closing
Price must equal or exceed the Average Stock Price Condition
for such grant at some point within the twelve month period
beginning on the earlier to occur of (i) the Normal Award Date
for such grant (as disclosed in the table in Section 2 above),
or (ii) the date that the Average Closing Price first equaled
or exceeded the Average Stock Price Condition with respect to
the next previous grant.
(c) With respect to grant 5, the Average Closing Price must
equal or exceed the Average Stock Price Condition for such
grant on or before January 28, 2008.
Subject to the provisions hereof and of the Plan, as soon as
practicable after the performance conditions set forth above have
been satisfied with respect to any grant the Performance
Restricted Stock pertaining to such grant shall be issued in the
name of Employee and held in escrow by the Company in accordance
with Section 6 hereof. The date on which the Company becomes
obligated to issue shares of Performance Restricted Stock with
respect to any grant hereunder pursuant to the terms of this
Section 3 is hereinafter referred to as the "Obligation Date" with
respect to such Performance Restricted Stock. Should the
Employee's employment with the Company terminate for any reason
prior to the Obligation Date of any Performance Restricted Stock
that is the subject of this Agreement, such Performance Restricted
Stock shall not be issued and all rights hereunder with respect to
such Performance Restricted Stock shall be forfeited.
With respect to each grant, if the Average Closing Price does not
equal or exceed the Average Stock Price Condition for such grant
within the required time period, the shares of Performance
Restricted Stock to which the grant pertains shall not be issued;
provided, however, that if the Average Closing Price equals or
exceeds the Average Stock Price Condition with respect to
grant 5 at any time on or before January 28, 2008, all shares of
Performance Restricted Stock pertaining to all five grants made
pursuant to this Agreement shall be issued in accordance with the
provisions of the foregoing paragraph hereof. If the Average
Closing Price does not equal or exceed the Average Stock Price
Condition with respect to grant 5 at any time on or before January
28, 2008, all shares of Performance Restricted Stock pertaining to
grants made pursuant to this Agreement which have not previously
been issued shall be forfeited by Employee.
4. SERVICE/EMPLOYMENT. Once issued in accordance with Section 3
above, each Performance Restricted Stock award shall vest upon
that date which is the earlier of (a) the fifth (5th) anniversary
of the Obligation Date applicable to such award, or (b) the date
Employee reaches age 65, 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 any Performance Restricted Stock issued in
his or her name, he or she shall forfeit all such unvested
Performance Restricted Stock, unless the Employee's employment
terminates due to his or her death or permanent disability (as
determined by the Committee in accordance with the Plan), in which
case any such unvested Performance Restricted Stock shall vest
immediately. Any Performance Restricted Stock that is issued
pursuant to Section 3 after age 65, but before Retirement (as
defined in the Plan), shall vest immediately upon the issuance
thereof. 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.
5. ESCROW; DIVIDENDS AND VOTING RIGHTS. Prior to the completion of
the vesting period referenced in Section 4 above, all issued
(earned) shares of Performance 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 Performance Restricted Stock held in escrow shall
also be held in escrow on the same terms as the Performance
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 Performance 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
Performance
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.
6. NON-TRANSFERABILITY. No rights granted pursuant to this Agreement
shall be assignable or transferable, and such rights shall not be
subject to execution, attachment or other process until that date
on which the Performance Restricted Stock vests pursuant to
Section 4. The Company may, at its discretion, place a legend to
such effect on the certificates representing the shares of
Performance Restricted Stock and issue appropriate stop transfer
instructions to the Company's transfer agent.
7. 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 Performance 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 Performance 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, any vesting restrictions on
the Performance 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 Performance Restricted Stock in
the same manner as Employee is treated.
8. 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 Performance 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 Performance 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 Performance 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 Performance 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.
9. 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 Performance
Restricted Stock issued or transferred to him or her, and the
Committee shall have the right to reduce the number of shares of
Performance Restricted Stock issued or transferred to the Employee
in order to satisfy such minimum applicable tax withholding
requirements.
10. 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.
11. 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 Performance 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