EXHIBIT 10.1


 






 


HELMERICH & PAYNE, INC.


 


2005 LONG-TERM INCENTIVE PLAN


 






 


NONQUALIFIED STOCK OPTION AGREEMENT


 


	
  Participant Name:

  	
   

  	
  Grant Date:

  



 


	
   

  	
   

  	
  Vesting Schedule

  	
   

  
	
  Shares Subject to Stock Option:

  	
   

  	
  Vesting Dates

  	
   

  	
  Percent of Stock

  Option Exercisable

  	
   

  
	
  Expiration Date:

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
  Option Price:

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  



 

















 


NONQUALIFIED STOCK OPTION AGREEMENT


UNDER THE HELMERICH & PAYNE, INC.


2005 LONG-TERM INCENTIVE PLAN


 


THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), made
as of the grant date set forth on the cover page of this Option Agreement
(the “Cover Page”) at Tulsa, Oklahoma by and between the participant named on
the Cover Page (the “Participant”) and Helmerich & Payne, Inc.
(the
“Company”):


 


W I T N E S S E T H:


 


WHEREAS, the Participant is an employee of the Company, a Subsidiary of
the Company, or an Affiliated Entity, and it is important to the Company that
the Participant be encouraged to remain in the employ of the Company, a
Subsidiary of the Company or Affiliated Entity; and


 


WHEREAS, in recognition of such facts, the Company desires to provide
to the Participant an opportunity to purchase shares of the Common Stock of the
Company, as hereinafter provided, pursuant to the “Helmerich & Payne, Inc.
2005 Long-Term Incentive Plan” (the “Plan”), a copy of which has been provided
to the 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, the Participant and the
Company hereby agree as follows:


 


Section 1.                                          Grant of Stock Option. 
The Company hereby grants to the Participant a nonqualified stock option
(the “Stock Option”) to purchase all or any part of the number of shares of its
Common Stock, par value $.10 (the “Stock”) set forth on the Cover Page, 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 set forth on the
Cover Page (the “Option Price”) which shall equal the Fair Market Value of
the Common Stock covered by this Stock Option on the Date of Grant.


 


Section 2.                                          Times of Exercise of Option. 
After, and only after, the conditions of Section 10 hereof have
been satisfied the Participant shall be eligible to exercise the Stock Option
pursuant to the vesting schedule set forth on the Cover Page (the “Vesting
Schedule”).  If the Participant’s
employment with the Company (or a Subsidiary, parent of the Company, or an
Affiliated Entity) remains full-time and continuous at all times prior to any
of the vesting dates specified on the Cover Page (the “Vesting Dates”),
then the Participant shall be entitled, subject to the applicable provisions of
the Plan and this Option Agreement having been satisfied, to exercise on or
after the applicable Vesting Date, on a cumulative basis, the number of Stock
Options determined by multiplying the aggregate number of shares of Stock
subject to the Stock Option set forth on the Cover Page by the designated
percentage set forth on the Cover Page.


 


Section 3.                                          Term of Stock Option. 
Subject to earlier termination as hereafter provided, the Stock Option
shall expire at the close of business on the expiration date set forth on the
Cover Page and may not be exercised after such expiration date; provided,
however, in no event shall the term of the Stock Option be longer than ten
years from the Date of Grant.


 


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 the
Participant, only by the 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 such
Participant to (i) the ex-spouse of the Participant pursuant to the terms
of a domestic relations order, (ii) the spouse, children or grandchildren
of the 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 Stock Options shall be prohibited except
those in accordance with Section 4(a) hereof.  Following transfer, any such 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.  The events of termination of employment in
the Plan shall continue to be applied with respect to the original Participant,
following which the Stock Options shall be exercisable by the transferee only
to the extent, and for the periods specified in the Plan.  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.                                          Employment. 
So long as the Participant shall continue to be a full-time and
continuous employee of the Company, a Subsidiary of the Company, an Affiliated
Entity or a corporation or a parent or a Subsidiary of such corporation issuing
or assuming a Stock Option in a transaction to which Section 424(a) of
the Code applies, the Stock Option shall not be affected by any change of
duties or position.  Nothing in the Plan
or in this Option Agreement shall confer upon the Participant any right to
continue in the employ of the Company or a Subsidiary of the Company or an
Affiliated Entity, or interfere in any way with the right of the Company or a
Subsidiary of the Company or an Affiliated Entity to terminate the
Participant’s employment at any time.


 


Section 6.                                          Acceleration of Otherwise
Unexercisable Stock Options on Death, Disability or Other Special Circumstances. 
The Committee, in its sole discretion, may accelerate the vesting of
Stock Options for which the applicable Vesting Date(s) has not yet
occurred upon the Participant’s date of termination of employment if such
termination occurs by reason of (i) Disability, (ii) death, or (iii) upon
the occurrence of special circumstances (as determined by the Committee).


 


Section 7.                                          Period of Exercise Upon Termination
of Employment.  With respect to shares subject to the Stock
Option for which the applicable Vesting Dates have occurred or for which the
Committee has accelerated vesting in accordance with Section 6, the
Participant, or the representative of a deceased Participant, shall be entitled
to purchase such shares during the remaining term of the Stock Option if the
Participant’s employment was terminated as a result of death, Disability or
Retirement.  If the Participant’s
employment was terminated for any other reason, the Participant shall be
entitled to purchase such vested Stock Options for a period of three months
from such date of termination and any Stock Options which remain unvested after
such date shall be cancelled.


 


Section 8.                                          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 the 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 or other
equity securities of the Company having a Fair Market Value on the date of
payment equal to the amount of 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, the
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 the 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 


 


2

















 


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 the 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 8, by any person due to the death of the
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 Company at 1437 South Boulder Avenue, Tulsa, Oklahoma
74119, 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 9.                                          Change of Control.  Upon
the occurrence of a Change of Control Event, any and all Stock Options under
this Option Agreement shall become automatically fully vested and immediately
exercisable with such acceleration to occur without the requirement of any
further act by either the Company or the Participant.


 


Section 10.                                   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, the 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 the Participant shall, upon the request
of the Company, execute and deliver to the Company an agreement to such
effect.  The Participant acknowledges
that any Stock certificate representing Stock purchased under such
circumstances will be issued with a restricted securities legend.


 


Section 11.                                   Payment of Withholding Taxes. 
No exercise of any Stock Option may be effected until the Company
receives full payment for any required state and federal withholding
taxes.  Payment for withholding taxes shall
be made in cash, by check, or by the Participant surrendering, or the Company
retaining from the shares of Stock to be issued upon exercise of the Stock
Option, that number of shares of Stock (based on Fair Market Value) that would
be necessary to satisfy the requirements for withholding any amounts of taxes due
upon the exercise of the Stock Option. 
For the purpose of calculating the Fair Market Value of shares
surrendered or retained to pay withholding taxes, the relevant date shall be
the date of exercise.  In the event the
Participant uses the “cashless” exercise/same-day sale procedure set forth in Section 8(b) hereof
to pay withholding taxes, the actual sale price of shares sold to satisfy
payment shall be used to determine the amount of withholding taxes
payable.  Nothing herein, however, shall
be construed as requiring payment of withholding taxes at the time of exercise
if payment of taxes is deferred pursuant to any provision of the Code, and
actions satisfactory to the Company are taken which are designed to reasonably
insure payment of withholding taxes when due.


 


Section 12.                                   Suspension or Termination
of Awards.  Notwithstanding anything in
the Plan or this Option Agreement to the contrary, if at any time (including
after notice of exercise has been delivered) the Committee reasonably believes
that the Participant has committed an act of misconduct as described in this
paragraph, the Committee may suspend the Participant’s right to exercise or
receive any Award pending a determination of whether an act of misconduct has
been committed.  If the Committee
determines the Participant has committed an any illegal act, fraud,
embezzlement or deliberate disregard of Company rules or policies
(including any violation of the Participant’s non-disclosure, non-compete or
similar agreement) that may reasonably be expected to result in loss, damage or
injury to the Company, the Committee may (a) cancel any outstanding Award
granted to the Participant, in whole or in part, whether or not vested or
deferred and/or (b) if such conduct or activity occurs during a Company
fiscal year in which there was also an exercise or receipt of an Award, require
the Participant to repay to the Company any gain realized or 


 


3

















 


value received upon the exercise
or receipt of such Award (with such gain or value received valued as of the
date of exercise or receipt). 
Cancellation and repayment obligations will be effective as of the date
specified by the Committee.  Any
repayment obligation may be satisfied in stock or cash or a combination thereof
(based upon the Fair Market Value of Common Stock on the day of payment), and
the Committee may provide for an offset to any future payments owed by the
Company or any affiliate to the Participant if necessary to satisfy the
repayment obligation.  The determination
regarding cancellation of an Award or a repayment obligation shall be within
the sole discretion of the Committee and shall be binding upon the Participant
and the Company.


 


Section 13.                                   Notices. 
All notices or other communications relating to the Plan and this Option
Agreement as it relates to the Participant shall be in writing and shall be
delivered personally or mailed (U.S. Mail) by the Company to the Participant at
the then current address as maintained by the Company or such other address as
the Participant may advise the Company in writing.


 


Section 14.                                   Conflicts. 
In the event of any conflicts between this Agreement and the Plan, the
latter 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 15.                                   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 the Participant.


 


Section 16.                                   Participant and Award
Subject to Plan.  As
specific consideration to the Company for the Award, the Participant agrees to
be bound by the terms of the Plan and this Agreement.


 


IN WITNESS WHEREOF, the parties have executed this
Nonqualified Stock Option Agreement as of the day and year first above written.


 


 


	
   

  	
  HELMERICH & PAYNE, INC., a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Hans Helmerich, President

  
	
   

  	
   

  
	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “PARTICIPANT”

  



 


4