exv4w14






Exhibit 4.14




C&J ENERGY SERVICES, INC.

2010 STOCK OPTION PLAN




DIRECTOR NON-STATUTORY STOCK OPTION AGREEMENT



	 	 	 

	     Date of Grant:

	 	[                    ]
	 
	 	 
	     Name of Optionee:

	 	[                    ]
	 
	 	 
	     Number of Shares:

	 	[                    ] Shares of Common Stock
	 
	 	 
	     Price Per Share:

	 	$[                     ] per Share, the Fair Market Value of the Shares as of the Date of Grant
as determined in accordance with the C&J Energy Services, Inc. 2010 Stock Option Plan (the
“Plan”), as the same may be amended from time to time, and herein.
	 
	 	 
	     Expiration Date:

	 	10 years






     C&J Energy Services, Inc. (the “Company”), a Delaware corporation, hereby awards to Optionee
(the “Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set
forth above, the number of Shares of Common Stock (the “Stock”) of the Company set forth above,
pursuant to the Plan. Notwithstanding the preceding, the issuance of any Shares to Optionee
pursuant to this Award shall be contingent on Optionee’s execution (unless previously executed by
Optionee or otherwise waived by the Company in writing) of other agreements existing at the time of
such issuance among the Company, an Affiliate and/or shareholders of either as reasonably required
by the Company, or otherwise provided in the Plan. This Option is not intended by the parties
hereto to be, and shall not be treated as, an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms used
but not defined in this Agreement shall have the meaning attributed to such terms under the Plan,
unless the context requires otherwise.



     The terms and conditions of the Option granted hereby, to the extent not controlled by the
terms and conditions contained in the Plan, are as follows:



 









 





1. No Right to Continued Status




     Nothing contained in this Agreement shall confer upon Optionee the right to the continuation
of his or her Business Relationship with the Company, or to interfere with the right of the Company
or any other Affiliate to terminate such relationship. “Business Relationship” shall mean service
to the Company, an Affiliate, or a corporation or parent or subsidiary of such corporation assuming
or substituting a new option for this Option, in the capacity of an employee, officer, director or
consultant.



2. Vesting of Option




     The Option shall vest immediately upon the Date of Grant, noted above.



3. Exercise




     This Option shall be exercised by delivery to the Company of (i) written notice of exercise
stating the number of Shares being purchased (in whole shares only and an amount of not less than
fifty (50) shares, unless fewer shares remain subject to the Option) and such other information set
forth on the Notice of Exercise, in substantially the same form attached to this Agreement as
Exhibit A, and (ii) a check or cash in the amount of the Exercise Price of the Shares
covered by the notice. In the event the Committee establishes a formal procedure for cashless
exercise arrangements, then payment may be made pursuant to such arrangement. Any cashless exercise
permitted hereunder will, to the extent applicable, be subject to any limitations or restrictions
imposed under the Sarbanes-Oxley Act of 2002.



4. Transferability




     Unless otherwise required by law, this Option shall not be assignable or transferable other
than by will or by the laws of descent and distribution and Options may be exercised during the
lifetime of Optionee only by Optionee (or Optionee’s guardian or legal representative).



5. Termination of Service




     If Optionee incurs a Termination of Service for any reason, whether voluntarily or
involuntarily, other than by his or her death or Disability, then the portion of this Option that
has not been exercised shall terminate at the end of the day that is ninety (90) days following the
date of Termination of Service.



6. Death or Disability of Optionee




     If Optionee incurs a Termination of Service by reason of death or Disability, then the Option
shall remain exercisable until the first to occur of (a) the end of the day that is one (1) year
after the date of Optionee’s death or termination for Disability; or (b) the Expiration Date of the
Option. Until such termination of the Option, the Option may, to the extent that this Option has
not previously been exercised by Optionee, be exercised by Optionee in the case of Disability, or
by Optionee’s personal representative or the person entitled to Optionee’s rights under this
Agreement, in the case of death.



Director Non-Statutory Stock Option Agreement — Page 2




 









 





7. No Rights as Shareholder




     Optionee shall have no rights as a shareholder with respect to the Shares covered by any
exercise of this Option until the effective date of issuance of the Shares following exercise of
this Option, and no adjustment will be made for dividends or other rights for which the record date
is prior to the date of exercise.



8. Taxation Upon Exercise of Option




     Optionee understands that, upon exercise of this Option, Optionee will recognize income, for
Federal and state income tax purposes, in an amount equal to the amount by which the Fair Market
Value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The
acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such
income in accordance with then applicable law and to cooperate with Company and its subsidiaries in
establishing the amount of such income and corresponding deduction to the Company and/or its
subsidiaries for its income tax purposes.



9. Representations and Agreements of Optionee




     (a) Optionee hereby represents and warrants to the Company that, if the option is exercised,
the Shares of Common Stock shall be acquired solely for Optionee’s own account, for investment
purposes only and not with a view to the distribution or resale thereof. Optionee also agrees that
the shares of Stock which Optionee may acquire by exercising this Option will not be sold or
otherwise disposed of in any manner which would constitute a violation of any applicable federal or
state securities laws. Optionee further represents that Optionee’s performance of all the terms of
this Agreement does not and will not breach any agreement to keep in confidence information
acquired by Optionee in confidence or in trust prior to the Date of Grant. Optionee has not entered
into, and Optionee agrees that Optionee will not enter into, any agreement either written or oral
in conflict herewith. Optionee further represents that Optionee’s performance of all the terms of
this Agreement does not and will not breach any agreement to keep in confidence information
acquired by Optionee in confidence or in trust prior to the Date of Grant.



     (b) Optionee hereby agrees that in the event of any underwritten public offering of stock made
by the Company pursuant to an effective registration statement filed under the Securities Act of
1933, as amended (the “Securities Act”), Optionee shall not offer, sell, contract to sell, pledge,
hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any
shares of stock of the Company or any rights to acquire stock of the Company for such period of
time as may be established by the underwriter for such public offering; provided, however, that
Optionee shall be subject to this Section provided and only if the officers and directors of the
Company are also subject to similar arrangements. The foregoing limitation shall not apply to
shares registered in the public offering under the Securities Act.



     (c) In addition, Optionee agrees that (i) the certificates representing the Shares purchased
under this Option may bear such legend or legends as the Committee deems appropriate in order to
assure compliance with applicable securities laws, (ii) the Company may refuse to register the
transfer of the Shares purchased under this Option on the stock transfer records of the Company if
such proposed transfer would in the opinion of counsel satisfactory to



Director Non-Statutory Stock Option Agreement — Page 3







 









 







the Company constitute a violation of any applicable securities law, and (iii) the Company may
give related instructions to its transfer agent, if any, to stop registration of the transfer of
the shares of Stock purchased under this Option.




10. Modification, Extension and Renewal of Options




     The Board of Directors or Committee, as provided in the Plan, may modify, extend or renew this
Option or accept its surrender (to the extent not yet exercised) and authorize the granting of a
new option in substitution for it (to the extent not yet exercised), subject at all times to the
Plan, the Code, and the applicable laws of the State of Delaware. This Agreement may not be
modified, amended, terminated and no provision hereof may be waived in whole or in part except by a
written agreement signed by the Company and Optionee. Notwithstanding the foregoing provisions of
this Section 10, no modification shall, without the consent of Optionee, alter to Optionee’s
detriment or impair any rights of Optionee under this Agreement except to the extent permitted
under the Plan.



11. Notices




     Any notice required to be given pursuant to this Option or the Plan shall be in writing and
shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5)
days after deposit in the U.S. mail, postage prepaid, addressed to Optionee at the address last
provided by Optionee for his or her service records.



12. Agreement Subject to Plan and Applicable Law




     This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy
of the Plan is attached hereto. Any provision of this Option inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. The Plan shall control in
the event there shall be any conflict between the Plan and this Agreement, and it shall control as
to any matters not contained in this Agreement. The Committee shall have authority to make
constructions of this Agreement, and to correct any defect or supply any omission or reconcile any
inconsistency in this Agreement, and to prescribe rules and regulations relating to the
administration of this Award and other Awards granted under the Plan.



     This Option shall be governed by the laws of the State of Delaware, without regard to the
conflicts of law principles thereof. Optionee hereby consents to personal jurisdiction in any
action brought in any court, federal or state, within the State of Texas having subject matter
jurisdiction in the matter.



13. Headings and Capitalized Terms




     Unless otherwise provided herein, capitalized terms used herein that are defined in the Plan
and not defined herein shall have the meanings set forth in the Plan. Headings are for convenience
only and are not deemed to be part of this Agreement. Unless otherwise indicated, any reference to
a Section herein is a reference to a Section of this Agreement.



14. Term




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     This Award Agreement shall remain in effect until the Option has been exercised or any
remaining portion thereof has been forfeited by Optionee as provided in this Agreement. This
Option shall expire on the tenth (10th) anniversary of the Date of Grant and no portion
of this Option shall be exercisable after that date.



15. Severability and Reformation




     If any provision of this Agreement shall be determined by a court of law to be unenforceable
for any reason, such unenforceability shall not affect the enforceability of any of the remaining
provisions hereof; and this Agreement, to the fullest extent lawful, shall be reformed and
construed as if such unenforceable provision, or part thereof, had never been contained herein, and
such provision or part thereof shall be reformed or construed so that it would be enforceable to
the maximum extent legally possible.



16. Binding Effect




     Optionee has read the foregoing Agreement, fully understands the contents thereof, has had the
opportunity to obtain independent legal advice regarding the Agreement’s legal effect, and is under
no duress regarding its execution. This Agreement shall be binding upon the parties hereto,
together with their personal executors, administrator, successors, personal representatives, heirs
and permitted assigns.



17. Entire Agreement




     This Award Agreement supersedes all prior written and oral agreements and understandings among
the parties as to its subject matter and constitutes the entire agreement of the parties with
respect to the subject matter hereof, except to the extent that the Plan may be considered to
address the subject matter hereof. If there is any conflict between this Award Agreement and the
Plan, then the applicable terms of the Plan shall govern.



18. Waiver




     Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder
shall not be deemed to be a waiver of any other breach or right whether or not of the same or a
similar nature. The failure of any party to take action by reason of such breach or to exercise any
such right shall not deprive the party of the right to take action at any time while or after such
breach or condition giving rise to such rights continues.



19. Acknowledgements Regarding Section 409A of the Code




     Optionee understands that if the purchase price of the Stock under this Option is less than
the fair market value of such Stock on the date of grant of this Option, then Optionee may incur
adverse tax consequences under Section 409A of the Code. Optionee acknowledges and agrees that (a)
he or she is not relying upon any determination by the Company, its affiliates, or any of their
respective employees, directors, officers, attorneys or agents (collectively, the “Company
Parties”) of the fair market value of the Stock on the date of grant of this Option, (b) he or she
is not relying upon any written or oral statement or representation of the Company Parties



Director Non-Statutory Stock Option Agreement — Page 5






 









 







regarding the tax effects associated with Optionee’s execution of this Agreement and his or
her receipt, holding and exercise of this Option, and (c) in deciding to enter into this Agreement,
Optionee is relying on his or her own judgment and the judgment of the professionals of his or her
choice with whom he or she has consulted. Optionee hereby releases, acquits and forever discharges
the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities,
claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account
of, arising out of, or in any way related to the tax effects associated with Optionee’s execution
of this Agreement and his or her receipt, holding and exercise of this Option.




[signatures on next page]




Director Non-Statutory Stock Option Agreement — Page 6




 









 





     IN WITNESS WHEREOF, the parties hereto evidence their agreement effective as of the Date of
Grant, first written above.



	 	 	 	 	 	 	 

	 	 	C&J ENERGY SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 

	 	 	OPTIONEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	SSN#
	 	 

	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Phone:	 	 	 	 
	 

	 	 	 	 

	 	 






Director Non-Statutory Stock Option Agreement — Page 7