EXHIBIT 10.2
RPC, INC.
TIME-LAPSE RESTRICTED STOCK AGREEMENT
TIME-LAPSE RESTRICTED STOCK AGREEMENT made as of the __ day of ___, 2____,
between RPC, INC., a Delaware corporation (hereinafter called the "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 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 2004 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 constituted in
accordance with the Plan, (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 _____, 2____ (the
"Grant Date"), the Company hereby irrevocably grants to the Employee
_______ 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. The shares of Time-Lapse Restricted Stock shall vest
____ percent effective ________, then __ percent annually thereafter,
and will be fully vested by ________ but only if, through each 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 3 of the Time-Lapse Restricted Stock issued hereunder, he or she
shall forfeit all remaining 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 defined
in the Plan), in which case a pro rata portion of such unvested
Time-Lapse Restricted Stock
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(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 __ 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 periods 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 3 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 conditions under Section 3 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 3 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 3 above. Any attempt by the Employee to alienate,
assign, pledge, hypothecate or otherwise dispose of the Employee's
interest in this Agreement or any Restricted Stock prior to its becoming
fully vested shall be ineffective and shall permit the Company to
terminate this Agreement and cause the forfeiture of any unvested
shares. 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 the event of any merger, reorganization,
consolidation, or similar event, such substitution or adjustment shall
be made in the shares subject to this Time-Lapse Restricted Stock award
as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any Award
shall always be a whole number. 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
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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) 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 if the
Employee so elects, 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.
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RPC, INC.
By:
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Its: President
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Name
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