Exhibit 10.5


 


AMENDMENT
TO NONQUALIFIED STOCK OPTION AWARD AGREEMENTS


 


THIS AMENDMENT TO NONQUALIFIED STOCK OPTION AWARD
AGREEMENTS (“Amendment”) is entered into as of the
         day of
                    ,
2009 by and between Helmerich & Payne, Inc., a Delaware
corporation (the “Company”), and
                                  
(the “Participant”).


 


W I T N E S S E T H:


 


WHEREAS, the Company and the Participant have
previously entered into certain Nonqualified Stock Option Award Agreements
under the Helmerich & Payne, Inc. 1996 Stock Incentive Plan, the
Helmerich & Payne, Inc. 2000 Stock Incentive Plan and the
Helmerich & Payne, Inc. 2005 Long-Term Incentive Plan listed on
Exhibit B (the “Option Agreements”), which granted to the Participant
options to purchase shares of Common Stock of the Company (the “Stock Options”)
in exchange for the Participant’s performance of future services for the
Company pursuant to the terms of the Agreements; and


 


WHEREAS, the Company and the Participant desire to
amend the Award Agreements with respect to the vesting and exercisability of
the Stock Options following the termination of employment of the Participant
under certain circumstances; and


 


WHEREAS, the Committee has approved the amendment of
the Award Agreements as set forth herein.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto agree that the
Agreements are hereby amended as follows:


 


1.                                      Section 2 is hereby restated to
provide as follows:


 


“Section 2.  Times of
Exercise of Option.  The
Participant shall be eligible to exercise the Stock Option pursuant to the
vesting schedule set forth on the Cover Page (the “Vesting Schedule”),
subject to the applicable provisions of the Plan and this Option Agreement
having been satisfied.  Upon satisfaction
of the vesting conditions, the Participant may exercise on or after the
applicable vesting date specified on the Cover Page (the “Vesting Dates”),
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.”


 


2.                                      Section 3 is hereby restated to
provide as follows:


 


“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.  Unless vesting is accelerated or
extended pursuant to the terms of Section 6, unvested Stock Options shall
be forfeited upon the Participant’s termination of employment.”


 

















 


3.                                      Section 6 is hereby restated to
provide as follows:


 


“Section 6.  Vesting of
Stock Options on Death, Retirement, Disability or Other Special Circumstances.  In the event of the Participant’s death after
the date Participant becomes Retirement Eligible, any and all unvested Stock
Options under this Option Agreement shall become automatically fully
vested.  In the event the Participant
voluntarily terminates employment or terminates employment due to Disability
following the date he becomes Retirement Eligible, subject to the provisions of
Section 17, the Participant shall be eligible to continue to vest in
accordance with the Vesting Schedule provided that (i) the Participant is
continuously employed as a full-time employee through the one-year anniversary of
the Date of Grant, (ii) the Participant complies with the requirements set
forth in Section 16 below at all times during the remainder of the Vesting
Schedule and (iii) the Participant executes and delivers to the Company a
compliance certificate in the form attached hereto as Exhibit A indicating
the Participant’s full compliance with Section 16 on or before
November 1 of each year during the remainder of the Vesting Schedule.  For purposes of this Option Agreement,
“Retirement Eligible” shall mean the date the Participant both (i) attains
age 55 and (ii) has 15 or more continuous years of service as a full-time
employee of the Company or a Subsidiary. 
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).”


 


4.                                      Section 7 is hereby restated to
provide as follows:


 


“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 or extended 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 (i) the Participant’s employment was
terminated as a result of death, Disability, or Retirement or (ii) the
Participant voluntarily terminated employment after becoming Retirement
Eligible.  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.”


 


5.             The
Option Agreements are hereby amended to add a new Section 16 that provides
as follows:


 


“Section 16.  Nonsolicitation.  In the event the Participant is eligible for
continued vesting pursuant to Section 6, such continued vesting shall be
subject to and contingent upon Participant’s agreement not to solicit the
Company’s customers or employees under the terms of this Section 16.  During the period of continued vesting,
Participant shall not solicit the established customers of the Company wherever
located (or if this geographic area shall be unenforceable by law, then in such
geographic area as shall be enforceable) for the sale of any product or service
competitive with any product or service offered for sale by the Company at the
time of the termination of Participant’s employment.  For purposes of this Option Agreement, “solicit”
shall mean to contact an established customer directly, whether by
announcement, e-


 

















 


mail, note, letter or other direct mail, telephone
call, personal visit, business meeting, or any other method, which contact
either is designed to or has the effect of inducing, promoting or advancing a
prohibited sale by Participant or on Participant’s behalf to that
customer.  An “established customer”
means any entity that Participant knows or should know who is purchasing or has
a written or unwritten agreement to purchase one or more products and/or
services from the Company at the time of termination of Participant’s
employment or any entity with whom the Company had, at the time of the
termination of Participant’s employment, exchanged confidential information in
anticipation of negotiating for the sale of products and/or services in the
foreseeable future.  “Offered for sale”
includes products/services which Participant knows or should know have been
ordered or have otherwise been prepared by the Company for imminent
offering.  Further, during the continued
vesting period, Participant shall not, directly or indirectly, solicit for
employment or employ any of the Company’s current or former employees on behalf
of any other employer.  In the event the
Committee determines in its sole judgment that Participant has solicited
customers or employees of the Company in contravention of this Section 16,
any unvested Options shall be forfeited.”


 


6.             The
Option Agreements are hereby amended to add a new Section 17 that provides
as follows:


 


“Section 17.  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 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 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.”


 


The Agreements are not amended in any respect except
as herein provided.  This Amendment is
not intended and shall not be construed as increasing the aggregate number of
shares of Common Stock subject to the Stock Options under the Agreements.


 

















 


All capitalized terms
used in this Amendment shall have the same meaning ascribed to them in the Plan
and the Agreements unless specifically denoted otherwise.


 


IN WITNESS WHEREOF, the parties have executed this
Amendment as of the day and year first above written.


 


	
  “Company”

  	
  Helmerich & Payne, Inc., a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  “Participant”

  	
   

  



 

















 


EXHIBIT A


 


Compliance Certificate


 


I hereby certify that I am in full compliance with the
covenants contained in that certain Amendment to Nonqualified Stock Option
Agreement (the “Agreement”) dated as of
                              ,
2009 between Helmerich & Payne, Inc. and me and have been in full
compliance with such covenants at all times during the twelve-month period
immediately preceding November 1 of the year designated below.


 


 


	
  Dated:

  	
   

  	
   

  



 

















 


EXHIBIT
B


 


Nonqualified Stock Option
Award Agreements


Subject to Amendment


 






 


 












 


AMENDMENT
TO RESTRICTED STOCK AWARD AGREEMENTS


 


THIS AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS
(“Amendment”) is entered into as of the
         day of
                      ,
2009 by and between Helmerich & Payne, Inc., a Delaware
corporation (the “Company”), and
                                
(the “Participant”).


 


W I T N E S S E T H:


 


WHEREAS, the Company and the Participant have
previously entered into certain Restricted Stock Award Agreements under the
Helmerich & Payne, Inc. 2000 Stock Incentive Plan and the
Helmerich & Payne, Inc. 2005 Long-Term Incentive Plan listed on
Exhibit B (the “Agreements”), which granted to the Participant shares of
Common Stock of the Company (the “Restricted Stock”) in exchange for the
Participant’s performance of future services for the Company subject to the
terms and conditions of the Agreements; and


 


WHEREAS, the Company and the Participant desire to
amend the Agreements with respect to vesting of the Restricted Stock following
the termination of employment of the Participant under certain circumstances;
and


 


WHEREAS, the Committee has approved the amendment of
the Agreements as set forth herein.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto agree that the
Agreements are hereby amended as follows:


 


1.             Section 3
of the Award Agreements is hereby restated to provide as follows:


 


“Section 3.  Timing of
Restricted Stock Award.  The
Participant shall be eligible to receive the Award pursuant to the vesting
schedule set forth on the Cover Page (the “Vesting Schedule”), subject to
the applicable provisions of the Plan and this Award Agreement having been
satisfied.  Upon satisfaction of the
vesting conditions, the Participant may receive on or after the applicable
vesting date specified on the Cover Page (the “Vesting Date”), the number
of shares of Stock determined by multiplying the aggregate number of shares of
Stock subject to the Award set forth on the Cover Page by the designated
percentage set forth on the Cover Page.”


 


2.             Section 4
of the Award Agreements is hereby restated to provide as follows:


 


“Section 4.  Term of
Restricted Stock Award. 
Subject to earlier termination as herein provided, the Restricted Stock
Award shall expire at the close of business on the expiration date set forth on
the Cover Page and may not become vested after such expiration date.  Unless vesting is accelerated or extended
pursuant to the terms of Section 7, unvested shares of Stock subject to
the Award shall be forfeited upon Participant’s termination of employment.”


 

















 


3.             Section 7 of the Award Agreements is hereby
restated to provide as follows:


 


“Section 7.  Vesting of
Restricted Stock Awards.  In
the event of the Participant’s death after the date Participant becomes
Retirement Eligible, any and all unvested shares of Stock under this Award
Agreement shall become automatically fully vested.  In the event the Participant voluntarily
terminates employment or terminates employment due to Disability following the
date he becomes Retirement Eligible, subject to the provisions of
Section 17, the Participant shall be eligible to continue to vest in
accordance with the Vesting Schedule provided that (i) the Participant is
continuously employed as a full-time employee through the one-year anniversary
of the Date of Grant, (ii) the Participant complies with the requirements
set forth in Section 16 below at all times during the remainder of the
Vesting Schedule and (iii) the Participant executes and delivers to the
Company a compliance certificate in the form attached hereto as Exhibit B
indicating the Participant’s full compliance with Section 16 on or before
November 1 of each year during the remainder of the Vesting Schedule.  For purposes of this Award Agreement,
“Retirement Eligible” shall mean the date the Participant both (i) attains
age 55 and (ii) has 15 or more continuous years of service as a full-time
employee of the Company or a Subsidiary. 
The Committee, in its sole discretion, may elect to accelerate the
vesting for all or any part of the shares subject to the Restricted Stock Award
for which the applicable Vesting Date(s) has not yet occurred on the date
of the Participant’s termination of employment if such termination occurs by
reason of death, termination of employment due to a Disability, or Retirement.”


 


4.             The
Award Agreements are hereby amended to add a new Section 16 that provides
as follows:


 


“Section 16.  Nonsolicitation.


 


In the event the Participant is eligible for continued
vesting pursuant to Section 7, such continued vesting shall be subject to
and contingent upon Participant’s agreement not to solicit the Company’s
customers or employees under the terms of this Section 16.  During the period of continued vesting,
Participant shall not solicit the established customers of the Company wherever
located (or if this geographic area shall be unenforceable by law, then in such
geographic area as shall be enforceable) for the sale of any product or service
competitive with any product or service offered for sale by the Company at the
time of the termination of Participant’s employment.  For purposes of this Award Agreement,
“solicit” shall mean to contact an established customer directly, whether by
announcement, e-mail, note, letter or other direct mail, telephone call,
personal visit, business meeting, or any other method, which contact either is
designed to or has the effect of inducing, promoting or advancing a prohibited
sale by Participant or on Participant’s behalf to that customer.  An “established customer” means any entity
that Participant knows or should know who is purchasing or has a written or
unwritten agreement to purchase one or more products and/or services from the
Company at the time of termination of Participant’s employment or any entity with
whom the Company had, at the time of the termination of Participant’s
employment, exchanged confidential information in anticipation of negotiating
for the sale of products and/or services in the foreseeable future.  “Offered for sale” includes products/services
which Participant knows or should know have been ordered or have otherwise been
prepared by the Company for imminent offering. 
Further, during the continued vesting period, Participant shall not,
directly or indirectly, solicit for employment 


 

















 


or employ any of the Company’s current or former
employees on behalf of any other employer. 
In the event the Committee determines in its sole judgment that
Participant has solicited customers or employees of the Company in
contravention of this Section 16, any unvested shares of Stock shall be
forfeited.”


 


5.             The
Award Agreements are hereby amended to add a new Section 17 that provides
as follows:


 


“Section 17.  Suspension
or Termination of Awards. 
Notwithstanding anything in the Plan or this Award 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 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 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.”


 


The Agreements are not amended in any respect except
as herein provided.  This Amendment is
not intended and shall not be construed as increasing the aggregate number of
shares of Common Stock granted under the Agreements.  All capitalized terms used in this Amendment
shall have the same meaning ascribed to them in the Plan and the Agreements
unless specifically denoted otherwise.


 


*              *              *              *


 

















 


IN WITNESS WHEREOF, the parties have executed this
Amendment as of the day and year first above written.


 


	
  “Company”

  	
  Helmerich & Payne, Inc., a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  “Participant”

  	
   

  



 

















 


EXHIBIT A


 


Compliance Certificate


 


I hereby certify that I am in full compliance with the
covenants contained in that certain Amendment to Restricted Stock Award
Agreement (the “Agreement”) dated as of
                              ,
2009 between Helmerich & Payne, Inc. and me and have been in full
compliance with such covenants at all times during the twelve-month period
immediately preceding November 1 of the year designated below.


 


 


	
  Dated:

  	
   

  	
   

  



 

















 


EXHIBIT
B


 


Restricted Stock Award
Agreements


Subject to Amendment