exv10w29



 






EXHIBIT 10.29




NEWPARK RESOURCES, INC.

NON-STATUTORY STOCK OPTION AGREEMENT




     This Non-statutory Stock Option Agreement (the “Agreement”) is made and entered into as of
, 2005, (hereinafter referred to as the “Date of Grant”), by and between NEWPARK
RESOURCES, INC., a Delaware corporation (the “Company”), and                      , (“Optionee”), with reference to the following facts.



     A. The Company has duly adopted a 1995 Incentive Stock Option Plan (hereinafter referred to as
the “Plan”) which authorizes the Compensation Committee of the Board of Directors of the Company
(the “Committee”) to grant non-statutory stock options or incentive stock options, within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”), and which is intended to encourage
ownership of stock of the Company by officers and other key management employees and to provide
additional incentive for them to promote the success of the Company.



     B. The Committee has determined that Optionee is entitled to participate in the Plan, and has
taken appropriate action to authorize the granting of a non-statutory stock option to Optionee for
the number of shares, at the price per share and on the terms set forth in this Agreement.



     C. Optionee desires to participate in the Plan and to receive an option on the terms and
conditions set forth in this Agreement.



     NOW, THEREFORE, the parties agree as follows:



     1. Grant of Option.



          The Company hereby grants to Optionee the right and option (hereinafter referred to as the
“Option”) to purchase all or any part of an aggregate                      on the terms and
conditions set forth in this Agreement.




     2. Purchase Price.



          The purchase price (the “Exercise Price”) of each Option Share shall be $                    .




     3. Option Period.



          The Option shall commence on the Date of Grant and shall expire, and all rights to purchase
the Option Shares shall terminate at the close of business on the day immediately preceding the
seventh anniversary of the Date of Grant, unless terminated earlier as provided in this Agreement.
The option shall not be exercisable until the time at which all legal requirements in connection
with the Plan have been fully complied with. Subject to the foregoing, the Option shall be
exercisable during its term as to one-third of the Option Shares during the twelve months beginning
on the first anniversary of the Date of Grant; (b) as to an additional one-third of the Option
Shares on the second anniversary of the Date of Grant; and (c) as to the remaining one-third of the
Option Shares on the third anniversary of the Date of Grant; provided, however, if
Optionee shall not in any one exercise period purchase all of the Option Shares which Optionee is
entitled to purchase in such period, Optionee may purchase all or any part of such Option Shares at
any time after the end of such period and prior to the expiration of the Option. Notwithstanding
the foregoing, if Optionee is subject


EXHIBIT 10.29 1995 STKOPTION
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to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934 (the “Exchange Act”), the Option shall not be exercisable until at
least six months and one day from the Date of Grant, or, if later, six months and one day from the
date of stockholder approval of the Plan.




     4. Exercise of Option.



          4.1 The Option shall be exercised by delivering this Agreement for endorsement to the
Company, at its principal office, attention of the Corporate Secretary, together with a Notice and
Agreement of Exercise (in the form attached hereto or specified from time to time by the Committee)
indicating the number of Option Shares Optionee wishes to purchase and full payment of the Exercise
Price of such shares. In no event shall the Company be required to issue or transfer fractional
shares.




          4.2 Payment for Option Shares may be made in cash, by cashier’s or certified check or (if
the Committee authorizes payment in stock) by delivery to the Company of shares of Common Stock,
duly assigned to the Company by a stock power with signatures guaranteed as provided on the back of
the stock certificate. The value of each share delivered in payment of the Exercise Price of
Option Shares shall be the fair market value (“Fair Market Value”) of the Common Stock on the date
such shares are delivered. The Fair Market Value of a share of the Common Stock on any date shall
be equal to the closing price of the Common Stock for the last preceding day on which the Company’s
shares were traded, and the method for determining the closing price shall be determined by the
Committee.




     5. Employment of Optionee.



          5.1 Except as otherwise provided in paragraph 6 of this Agreement, Optionee may not exercise
the Option unless, at the time of exercise, Optionee is an employee of the Company or a parent or a
subsidiary thereof and has been in the employ of the Company or a parent or a subsidiary
thereof continuously since the Date of Grant. For purposes of this paragraph, the period of
continuous employment with the Company shall be deemed to include (without extending the term of
the Option) any period during which Optionee is on leave of absence with the consent of the
Company, provided that such leave of absence shall not exceed three months and Optionee returns to
the employ of the Company at the expiration of such leave of absence. If Optionee fails to return
to the employ of the Company at the expiration of such leave of absence, Optionee’s employment with
the Company shall be deemed terminated as of the date such leave of absence commenced. The
continuous employment of Optionee with the Company shall also be deemed to include any period
during which Optionee is a member of the Armed Forces of the United States, provided that Optionee
returns to the employ of the Company within 90 days (or such longer period as may be prescribed by
law) from the date Optionee first becomes entitled to discharge. If Optionee does not return to
the employ of the Company within 90 days from the date Optionee first becomes entitled to discharge
(or such longer period as may be prescribed by law), Optionee’s employment with the Company shall
be deemed to have terminated as of the date Optionee’s military service ended.




          5.2 Nothing contained herein shall be construed to impose upon the Company or upon any parent
or subsidiary thereof any obligation to employ Optionee for any period or to supersede or in any
way alter, increase or diminish the respective rights and obligations of the Company or any parent
or subsidiary thereof and Optionee under any employment contract now or hereafter existing between
them.




     6. Termination of Employment.



          6.1 If the employment of Optionee with the Company shall terminate because of Retirement,
Disability (as such terms are defined in the Plan), or death, unless otherwise provided by the
Committee, (a) the Option, to the extent then presently exercisable, shall remain in full force and
effect and may be exercised



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pursuant to the provisions hereof, including expiration at the end of
the fixed term hereof, and (b) the Option, to the extent not then presently exercisable, shall
terminate as of the date of such termination of employment and shall not be exercisable thereafter.




          6.2 If the employment of Optionee with the Company shall terminate for any reason other than
the reasons set forth in paragraph 6.1 hereof, unless otherwise provided by the Committee, (a) the
Option, to the extent then presently exercisable or to the extent the Option becomes exercisable
pursuant to Paragraph 9.3 hereof, shall remain exercisable only for a period of 90 days after the
date of such termination of employment (except that the 90 day period shall be extended to 12
months if Optionee shall die during such 90 day period) and may be exercised during such period
pursuant to the provisions hereof, including expiration at the end of the fixed term hereof, and
(b) the Option, to the extent not then presently exercisable, shall terminate as of the date of
such termination of employment and shall not be exercisable thereafter.




     7. Securities Laws Requirements.



          7.1 The Option shall not be exercisable unless and until any applicable registration or
qualification requirements of federal and state securities laws, and all other requirements of law
or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been
fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a
Registration Statement under the Securities Act of 1933 (the “Securities Act”) for the issuance of
the Option and the Option Shares but there may be times when no such Registration Statement will be
currently effective. Exercise of the Option may be temporarily suspended without liability to the
Company during times when no such Registration Statement is currently effective, or during times
when, in the reasonable opinion of the Committee, such suspension is necessary to preclude
violation of any requirements of applicable law or regulatory bodies having jurisdiction over the
Company. If the Option would expire for any reason except the end of its term during such a
suspension, then if exercise of the Option is duly tendered before its expiration, the Option shall
be exercisable and exercised (unless the attempted exercise is withdrawn) as of the first day after
the end of such suspension. The Company shall have no obligation to file any Registration
Statement covering resales of the Option Shares.




          7.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the
Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold
or otherwise distributed in violation of the Securities Act or any other applicable federal or
state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a)
of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by
Optionee and will timely file all reports required under federal securities laws, and (c) Optionee
will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All Option
Share certificates may be imprinted with legend conditions reflecting federal and state securities
law restrictions and conditions and the Company may comply therewith and issue “stop transfer”
instructions to its transfer agents and registrars without liability.




     8. Transferability of Option.



          If Optionee is subject to the reporting requirements of Section 16(a) of the Exchange Act at
the time of a proposed transfer, the Option shall be transferable only if such transferability or
transfer would not cause the Option to fail to qualify for the exemption provided for in Section
16b3 of the Exchange Act, as determined by the Committee in its sole and absolute discretion. The
Option may be exercised, during the lifetime of Optionee, only by Optionee and Optionee’s permitted
transferees. Notwithstanding the foregoing, the Option shall not be assignable by operation of law
and shall not be subject to attachment, execution, garnishment, sequestration, the law of
bankruptcy or any other legal or equitable process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition contrary to the provisions of this Agreement,



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and the levy of
any execution, attachment or similar process thereupon, shall be null and void and without effect.




     9. Changes in Capitalization.



          9.1 The number and class of shares subject to the Option, the Exercise Price (but not the
total price), and the minimum number of shares as to which the Option may be exercised at any one
time, shall be proportionately adjusted in the event of any increase or decrease in the number of
the issued shares of Common Stock which results from a splitup or consolidation of shares, payment
of a stock dividend or stock dividends exceeding a total of two and one-half percent (2.5%) for
which the record dates occur in any one fiscal year, a recapitalization (other than the conversion
of convertible securities according to their terms), a combination of shares or other like capital
adjustment, so that upon exercise of the Option, Optionee shall receive the number and class of
shares Optionee would have received had Optionee been the holder of the number of shares of Common
Stock for which the Option is being exercised upon the date of such change or increase or decrease
in the number of issued shares of the Company.




          9.2 Upon a reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation, or in which the
Company survives as a wholly-owned subsidiary of another corporation, or upon a sale of all or
substantially all of the property of the Company to another corporation, or any dividend or
distribution to stockholders of more than 10% of the Company’s assets, adequate adjustment or other
provisions shall be made by the Company or other party to such transaction so that there shall
remain and/or be substituted for the Option Shares provided for herein, the shares, securities or
assets which would have been issuable or payable in respect of or in exchange for the Option Shares
then remaining under the Option, as if Optionee had been the owner of such shares as of the
applicable date. Any securities so substituted shall be subject to similar successive adjustments.




          9.3 The Option shall become fully exercisable upon the occurrence of a change in control of
the Company as defined herein (a “Change in Control”). A Change in Control of the Company shall be
deemed to have occurred (a) on the date the Company first has actual knowledge that any person (as
such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) who is not such beneficial
owner on the Date of Grant has become the beneficial owner (as defined in Rule 13(d)3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the
combined voting power of the Company’s then outstanding securities or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any other corporation
in which the Company is not the surviving corporation or in which the Company survives as a
subsidiary of another corporation, (ii) a consolidation of the Company with any other corporation
or (iii) the sale or disposition of all or substantially all of the Company’s assets or a plan of
complete liquidation.




     10. Relationship to Other Employee Benefit Plans.



          The Option shall not be deemed to be salary or other compensation to Optionee for purposes of
any pension, thrift, profit sharing, stock purchase or other employee benefit plan now maintained
or hereafter adopted by the Company.




     11. Misconduct of Optionee.



          Notwithstanding any other provision of this Agreement or the Plan, if Optionee shall commit
fraud or dishonesty toward the Company, wrongfully use or disclose any trade secret, confidential
data or other information proprietary to the Company or intentionally take any other action
materially inimical to the best


EXHIBIT 10.29 1995 STKOPTION
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interests of the Company, as determined by the Committee in its
sole and absolute discretion, Optionee shall forfeit all rights and benefits under this Agreement.




     12. Subsidiary.



          The term “subsidiary” as used herein, shall mean each corporation which is a “subsidiary
corporation” of the Company, within the definition contained in Section 424(f) of the Code. Unless
the context indicates otherwise, references to the Company shall include all subsidiaries of the
Company and any parent it may have in the future.




     13. Privileges of Ownership.



          Optionee shall not have any of the rights of a stockholder with respect to the shares covered
by the Option except to the extent that share certificates have actually been issued and registered
in Optionee’s name on the books of the Company or its registrar upon the due exercise of the
Option. The Company shall be allowed a reasonable time following notice of exercise in which to
accomplish the issuance and registration.




     14. Reference to Plan.



          This Agreement and the Option are subject to all of the terms and conditions of the Plan,
which are hereby incorporated by reference. In the event of any conflict between this Agreement
and the Plan, the provisions of the Plan shall prevail.




     15. Notices.



          Any notice to be given under the terms of this Agreement shall be addressed to the Company in
care of its Corporate Secretary at 3850 Causeway Boulevard, Suite 1770, Metairie, Louisiana 70002,
and any notice to be given to Optionee shall be addressed to Optionee at the address appearing on
the employment records of the Company, or at such other address or addresses as either party may
hereafter designate in writing to the other. Any such notice shall be deemed duly given when
enclosed in a properly sealed envelope, addressed as herein required and deposited, postage
prepaid, in a post office or branch post office regularly maintained by the United States
Government.




     16. Withholding Taxes.



          The Company shall have the right at the time of exercise of the Option to make adequate
provision for any federal, state, local or foreign taxes which it believes are or may be required
by law to be withheld with respect to such exercise (“Tax Liability”), to ensure the payment
(through withholding from Optionee’s salary or the Option Shares or otherwise as the Company shall
deem in its sole and conclusive discretion to be in its best interests) of any such Tax Liability.




     17. Number and Gender.



          Terms used herein in any number or gender include other numbers or genders, as the context may
require.




     18. Counterparts.



          This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.


EXHIBIT 10.29 1995 STKOPTION
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     19. Governing Law.



          This Agreement and performance under it, shall be construed in accordance with and under the
laws of the State of Delaware. Should a court or other body of competent jurisdiction determine
that any term or provision of this Agreement is excessive in scope, such term or provision shall be
adjusted rather than voided and interpreted so as to be enforceable to the fullest extent possible,
and all other terms and provisions of this Agreement shall be deemed valid and enforceable to the
fullest extent possible.




     IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement as of the Date of
Grant.



	 	 	 	 	 	 	 
	“OPTIONEE”	 	 	 	“COMPANY”
	 
	 	 	 	 	 	 
	 	 	 	 	NEWPARK RESOURCES, INC.
	 
	 	 	 	 	 	 
	


	 	 	 	 	 	 
	(Signature)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By	 	 
	 

	 	 	 	 	 	 
	(Print Name)

	 	 	 	 	 	James D. Cole, Chairman of the
	

	 	 	 	 	 	Board and Chief Executive Officer




EXHIBIT 10.29 1995 STKOPTION
AGREEMENT