EXHIBIT 10.3
RPC, Inc.
PERFORMANCE RESTRICTED STOCK AGREEMENT
PERFORMANCE RESTRICTED STOCK AGREEMENT made as of the ___ day of ______, 2____,
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 2004 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 _____ __,
2___ (the "Grant Date"), the Company hereby irrevocably grants
to the Employee the right to receive the following ___ 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 $ *
2 *
3 *
4 *
5 *
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 ___grant(s), 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 _______.
(b) With respect to grant(s) ______, 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(s) ___, the Average Closing
Price must equal or exceed the Average Stock Price
Condition for such grant on or before _______.
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(s) __ at any time on or before ______, 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(s) __ at any time on or before
_________, 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