EX-10.21







Exhibit 10 (21)



Form
of NQSO Agreement for Non-Employee Directors



LAYNE CHRISTENSEN COMPANY

2006 EQUITY INCENTIVE PLAN




Nonqualified Stock Option Agreement




	 	 	 	 	 
	Date of Grant:
	 	February 1, 2009	 
	 
	 	 	 	 
	Number of Shares to Which Option Relates:
	 	                    (             )	 
	 
	 	 	 	 
	Option Exercise Price per Share:
	 	 	 	 
	(Representing 100% of the Fair Market
Value on the Date of Grant)
	 	$  	[Based on Closing Price as of January 31, 2009]






          This Agreement dated February 1, 2009, is made by and between Layne Christensen
Company, a Delaware corporation (the “Company”), and [                       ] (the “Option Holder”).




RECITALS:




          A. Effective June 8, 2006, the Company’s stockholders approved the Layne Christensen Company
2006 Equity Incentive Plan (the “Plan”) pursuant to which the Company may, from time to time, grant
options to key employees and non-employee directors of the Company to purchase shares of the
Company’s common stock.




          B. The Option Holder is a non-employee director of the Company and the Company desires to
grant to the Option Holder a nonqualified stock option to purchase shares of the Company’s common
stock on the terms and conditions reflected in this Option Agreement, the Plan and as otherwise
established by the Committee.




AGREEMENT:




          In consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as follows:




          1. Incorporation of Plan. All provisions of this Option Agreement and the rights of
the Option Holder are subject in all respects to the provisions of the Plan and the powers of the
Committee therein provided. Capitalized terms used in this Option Agreement but not defined will
have the meaning set forth in the Plan.




          2. Grant of Nonqualified Stock Option. As of the Date of Grant identified above, the
Company grants the Option Holder, subject to this Agreement and the Plan, the right, privilege and
option (the “Option”) to purchase, in one or more exercises, all or any part of that number of
Shares of Stock identified above opposite the heading “Number of Shares to Which Option Relates”
(the “Option Shares”), at the per Share price specified above opposite the heading “Option Exercise
Price per Share.”




          3. Consideration to the Company. In consideration of the granting of this Option by
the Company, the Option Holder agrees to render faithful and efficient services as a Director of
the Company. Nothing in this Agreement or in the Plan will confer upon the Option Holder any right
to continue as a Director of the Company or will interfere with or restrict in any way the rights
of the Company, which are hereby expressly reserved, to remove the Option Holder as a Director of
the Company at any time for any reason whatsoever, with or without cause. In addition, nothing in
this Agreement or in the Plan will require the Option Holder to continue as a Director of the
Company.




          4. Exercisability of Option. During the Option Holder’s lifetime, this Option may be
exercised only by the Option Holder. This Option, except as specifically provided elsewhere under
the terms of the Plan, will be fully exercisable as of the Date of Grant.





 









 







          5. Method of Exercise. Provided this Option has not expired, been terminated or
cancelled in accordance with the terms of the Plan, this Option may be exercised in whole or in
part, from time to time by delivery to the Company or its designee a written notice which will:





     (a) set forth the number of Shares with respect to which the Option is to be exercised;




     (b) if the person exercising this Option is not the Option Holder, be accompanied by
satisfactory evidence of such person’s right to exercise this Option; and




     (c) be accompanied by payment in full of the Option Exercise Price in the form of cash,
or a certified bank check made payable to the order of the Company or any other means
allowable under the Plan which the Company in its sole discretion determines will provide
legal consideration for the Shares.



          6. Expiration of Option. Unless terminated earlier in accordance with the terms of
this Option Agreement or the Plan, the Option granted herein will expire at 5:00 P.M., Central
Standard Time, on the 10th Anniversary of the Date of Grant (the “Expiration Date”). If the
Expiration Date is a day on which the Company is not open for business, then the Option granted
herein will expire, unless earlier terminated in accordance with the terms of this Option Agreement
or the Plan, at 5:00 P.M., Central Standard Time, on the first business day before such Expiration
Date.




          7 Effect of Separation from Service. If the Option Holder ceases to be a Director of
the Company for any reason, including cessation by death, Disability or removal from the Board, the
effect of such cessation as a Director on all or any portion of this Option is as provided below.
Notwithstanding anything below to the contrary, in no event may the Option be exercised after the
Expiration Date.





     (a) If the Option Holder is removed from serving as a Director for Cause, the Option
will immediately be forfeited as of the time of such removal.




     (b) If the Option Holder ceases to be a Director for any reason other than the Option
Holder’s death, Disability or Retirement (as defined below), the Option may be exercised by
the Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the thirtieth
(30th) calendar day following the last date of the Option Holder serving as a
Director. If such thirtieth (30th) day is not a business day, then the Option
will expire at 5:00 P.M., Central Standard Time, on the first business day immediately
following such thirtieth (30th) day. For purposes of this Agreement, “Retirement”
means the Option Holder’s termination of service as a Director of the Company (other than
for Cause) after attaining the age of 60 and after having served as a Director of the
Company for five years or more.




     (c) If the Option Holder ceases to be a Director of the Company due to the Option
Holder’s death or Disability, the Option may be exercised by the Option Holder at any time
prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day
following the last date of the Option Holder serving as a Director. If such ninetieth
(90th) day is not a business day, then the Option will expire at 5:00 P.M.,
Central Standard Time, on the first business day immediately following such ninetieth
(90th) day.




     (d) If the Option Holder ceases to be a Director of the Company due to the Option
Holder’s Retirement, the Option may be exercised by the Option Holder at any time prior to
5:00 P.M., Central Standard Time, on the third (3rd) anniversary of the effective
date of the Option Holder’s Retirement. If such third (3rd) anniversary is not a
business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first
business day immediately following such third (3rd) anniversary.



          8. Notices. Any notice to be given under the terms of this Agreement to the Company
will be addressed to the Secretary of the Company at Layne Christensen Company, 1900 Shawnee
Mission Parkway, Mission Woods, Kansas 66205, and any notice to be given to the Option Holder will
be addressed to him or her at the address given beneath his or her signature hereto. By a notice
given pursuant to this Section 8, either party may hereafter designate a different address for
notices to be given to him or her. Any notice which is required to be given to the Option Holder
will, if the Option Holder is then deceased, be given to the Option Holder’s personal
representative if such representative has previously informed the Company of his or her status and
address by written notice under this Section 8. Any notice will be deemed duly given when enclosed
in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid)
in a post office or branch post office regularly maintained by the United States Postal Service.




          9. Nontransferability. Except as otherwise provided in this Agreement or in the Plan,
the Option and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in




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any way (whether by operation of law or otherwise) and will not be
subject to execution, attachment, or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option, or of any right or privilege conferred
hereby, or upon the levy of any attachment or similar process upon the rights and privileges
conferred hereby, contrary to the provisions hereby, this Option and the rights and privileges
conferred hereby will immediately become null and void.




          10. Status of Option Holder. The Option Holder shall not be deemed a stockholder of
the Company with respect to any of the Shares subject to this Option, except for those Shares that have
been purchased and issued to him or her. The Company shall not be required to issue or transfer
any certificates for Shares purchased upon exercise of this Option until all applicable
requirements of law have been complied with and, if applicable, such Shares shall have been duly
listed on any securities exchange on which the Shares may then be listed.




          11. Titles. Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.




          12. Amendment. This Agreement may be amended only by a writing executed by the
parties hereto which specifically states that it is amending this Agreement.




          13. Governing Law. The laws of the State of Delaware will govern the interpretation,
validity and performance of the terms of this Agreement regardless of the law that might be applied
under principles of conflicts of laws.




          14. Binding Effect. Except as expressly stated herein to the contrary, this Agreement
will be binding upon and inure to the benefit of the respective heirs, legal representatives,
successors and assigns of the parties hereto.




          This Agreement has been executed and delivered by the parties hereto.




	 	 	 	 	 	 	 	 	 	 	 
	The Company:	 	 	The Option Holder:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Layne Christensen Company	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 
	 	 
	 

	 	Name:	 	 	 	 	[                                            ]
	 	 
	 

	 	 	 	 

	 	 	 		 	 
	 

	 	Title:
	 	 	 	 	 	Address of the Option Holder:
	 	 
	 

	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 		 	 	 	 
 	 	 
	 

	 	 	 	 	 	 	 	 
 	 	 






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