Exhibit 10.1
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
UNDER 2000 HELMERICH & ▇▇▇▇▇, INC.
STOCK INCENTIVE PLAN
THIS DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement"),
made as of the ____ day of _________, 2002 (the "Date of Grant") at Tulsa,
Oklahoma by and between ______________ (the "Participant") and Helmerich &
▇▇▇▇▇, Inc. (the "Company"):
W I T N E S S E T H:
WHEREAS, Participant is a director of the Company, and it is important to
the Company that Participant be encouraged to remain in the service of the
Company; and
WHEREAS, in recognition of such facts, the Company desires to provide to
Participant an opportunity to purchase shares of the Common Stock of the
Company, as hereinafter provided, pursuant to the "Helmerich & ▇▇▇▇▇, Inc. 2000
Stock Incentive Plan" (the "Plan"), a copy of which has been provided to
Participant; and
WHEREAS, any capitalized terms used but not defined herein have the same
meanings given them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for good and valuable consideration, Participant and the Company
hereby agree as follows:
SECTION 1. Grant of Stock Option. The Company hereby grants to Participant
a nonqualified stock option (the "Stock Option") to purchase all or any part of
__________ shares of its Common Stock, par value $.10 (the "Stock"), under and
subject to the terms and conditions of this Option Agreement and the Plan which
is incorporated herein by reference and made a part hereof for all purposes. The
purchase price for each share to be purchased hereunder shall be _______________
(the "Option Price") which equals the Fair Market Value of the Common Stock
covered by this Stock Option on the Date of Grant.
SECTION 2. Vesting. Subject to the applicable provisions of the Plan and
this Option Agreement, Participant's Stock Option shall be fully vested and
immediately exercisable on the Date of Grant.
SECTION 3. Term of Stock Option. Subject to earlier termination as provided
in this Option Agreement or in the Plan, the Stock Option shall expire at the
close of business ten years from the Date of Grant and may not be exercised
after such expiration date.
SECTION 4. Transferability of Stock Option.
(a) General. Except as provided in Section 4(b) hereof, the Stock Option
shall not be transferable otherwise than by will or the laws of descent and
distribution, and the Stock Option may be exercised, during the lifetime of
Participant, only by Participant. More particularly (but without limiting the
generality of the foregoing), the Stock Option may not be assigned, transferred
(except as provided above and in Section 4(b) hereof), pledged or hypothecated
in any way, shall not be assignable by operation of law and shall not be subject
to execution, attachment, or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Stock Option
contrary to the provisions hereof shall be null and void and without effect.
(b) Limited Transferability of Stock Options. The Stock Options may be
transferred by Participant to (i) the ex-spouse of Participant pursuant to the
terms of a domestic relations order, (ii) the spouse, children or grandchildren
of Participant ("Immediate Family Members"), (iii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (iv) a partnership in
which such Immediate Family Members are the only partners; provided that there
may be no consideration for any such transfer and subsequent transfers of
transferred Transferred Stock Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that for purposes of this Section 4(b) the term "Participant" shall
be deemed to refer to the transferee. No transfer pursuant to this Section 4(b)
shall be effective to bind the Company unless the Company shall have been
furnished with written notice of such transfer together with such other
documents regarding the transfer as the Committee shall request.
SECTION 5. Timing of Exercise Upon Termination of Service. Upon
Participant's termination of service as a director of the Company, Participant,
or the representative of a deceased Participant, shall be entitled to exercise
the Stock Option during the remaining term of the Stock Option.
SECTION 6. Method of Exercising Stock Option.
(a) Procedures for Exercise. The manner of exercising the Stock Option
herein granted shall be by written notice to the Secretary of the Company at the
time the Stock Option, or part thereof, is to be exercised, and in any event
prior to the expiration of the Stock Option. Such notice shall state the
election to exercise the Stock Option, the number of shares of Stock to be
purchased upon exercise, the form of payment to be used, and shall be signed by
the person so exercising the Stock Option.
(b) Form of Payment. Payment in full for shares of Stock purchased under
this Option Agreement shall accompany Participant's notice of exercise, together
with payment for any applicable withholding taxes. Payment shall be made (i) in
cash or by check, draft or money order payable to the order of the Company; (ii)
by delivering Stock having a Fair Market Value on the date of payment equal to
the amount of the Option Price but only to the extent such exercise of an Option
would not result in an accounting charge with respect to the use of such shares
to pay the Option Price; or (iii) a combination thereof. In addition to the
foregoing procedure which may be available for the exercise of the Stock Option,
Participant may deliver to the Company a notice of exercise which includes an
irrevocable instruction to the Company to deliver the Stock certificate
representing the shares of Stock being purchased, issued in the name of
Participant, to a broker approved by the Company and authorized to trade in the
Common Stock of the Company. Upon receipt of such notice, the Company shall
acknowledge receipt of the executed notice of exercise and forward this notice
to the broker. Upon receipt of the copy of the notice which has been
acknowledged by the Company, and without waiting for issuance of the actual
Stock certificate with respect to the exercise of the Stock Option, the broker
may sell the Stock or any portion thereof. The broker shall deliver directly to
the Company that portion of the sales proceeds sufficient to cover the Option
Price and withholding taxes, if any. For all purposes of effecting the exercise
of the Stock Option, the date on which Participant gives the notice of exercise
to the Company, together with payment for the shares of Stock being purchased
and any applicable withholding taxes, shall be the "date of exercise." If a
notice of exercise and payment are delivered at different times, the date of
exercise shall be the date the Company first has in its possession both the
notice and full payment as provided herein.
(c) Further Information. In the event the Stock Option is exercised,
pursuant to the foregoing provisions of this Section 6, by any person due to the
death of Participant, such notice shall also be accompanied by appropriate proof
of the right of such person to exercise the Stock Option. The notice so required
shall be given by personal delivery to the Secretary of the Company or by
registered or certified mail, addressed to the Secretary of the Company at Utica
at Twenty-First, Tulsa, Oklahoma 74114, and it shall be deemed to have been
given when it is so personally delivered or when it is deposited in the United
States mail in an envelope addressed to the Company, as aforesaid, properly
stamped for delivery as a registered or certified letter.
SECTION 7. Securities Law Restrictions. The Stock Option shall be exercised
and Stock issued only upon compliance with the Securities Act of 1933, as
amended (the "Act"), and any other applicable securities law, or pursuant to an
exemption therefrom. If deemed necessary by the Company to comply with the Act
or any applicable laws or regulations relating to the sale of securities,
Participant, at the time of exercise and as a condition imposed by the Company,
shall represent, warrant and agree that the shares of Stock subject to the Stock
Option are being purchased for investment and not with any present intention to
resell the same and without a view to distribution, and Participant shall, upon
the request of the Company, execute and deliver to the Company an agreement to
such effect. Participant acknowledges that any Stock certificate representing
Stock purchased under such circumstances will be issued with a restricted
securities legend.
SECTION 8. Notices. All notices or other communications relating to the
Plan and this Option Agreement as it relates to Participant shall be in writing
and shall be delivered personally or mailed (U.S. Mail) by the Company to
Participant at the then current address as maintained by the Company or such
other address as Participant may advise the Company in writing.
SECTION 9. Conflicts. In the event of any conflicts between this Option
Agreement and the Plan, the Plan shall control. In the event any provision
hereof conflicts with applicable law, that provision shall be severed and the
remaining provisions shall remain enforceable.
SECTION 10. No Part of Other Plans. The benefits provided under this
Agreement or the Plan shall not be deemed to be a part of or considered in the
calculation of any other benefit provided by the Company, a Subsidiary or an
Affiliated Entity to Participant.
SECTION 11. Participant and Award Subject to Plan. As specific
consideration to the Company for the Award, Participant agrees to be bound by
the terms of the Plan and this Agreement.
IN WITNESS WHEREOF, the parties have executed this Option Agreement as of
the day and year first above written.
HELMERICH & ▇▇▇▇▇, INC., a Delaware corporation
By:
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"COMPANY"
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"PARTICIPANT"