Exhibit
10.3


 




 





HELMERICH &
PAYNE, INC.


 


2005
LONG-TERM INCENTIVE PLAN




 





 


NONQUALIFIED STOCK
OPTION AGREEMENT


 


	
  Participant Name:

  	
  Date of Grant:

  
	
   

  	
   

  
	
  Shares Subject to Stock Option:

  	
   

  
	
  Expiration Date:

  	
   

  
	
   

  	
   

  
	
  Option Price:

  	
   

  



 


	
  Vesting Schedule

  	
   

  
	
  Vesting Dates

  	
   

  	
  Percent
  of Stock

  Option Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  



 

















 


NONQUALIFIED
STOCK OPTION AGREEMENT


UNDER
THE HELMERICH & PAYNE, INC.


2005 LONG-TERM
INCENTIVE PLAN


 


THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Option
Agreement”), is 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.  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.


 

















 


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.


 


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.


 


2

















 


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 9, 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 8 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 8 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).


 


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.


 


Section 8.                                          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 8.  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 


 


3

















 


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 8, any unvested Options shall be
forfeited.


 


Section 9.                                          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.


 


Section 10.                                   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 


 


4

















 


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 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 10, 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 11.                                   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 12.                                   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.


 


5

















 


Section 13.                                   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 10(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 14.                                   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 15.                                   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 16.                                   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 17.                                   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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  “PARTICIPANT”

  



 


6

















 


EXHIBIT
A


 


Compliance Certificate


 


I hereby certify that I am in full compliance with the
covenants contained in that certain 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:

  	
   

  	
   

  



 
















 


2005 ISO
NO.              


 




 





HELMERICH &
PAYNE, INC.


 


2005
LONG-TERM INCENTIVE PLAN




 





 


INCENTIVE
STOCK OPTION AGREEMENT


 


	
  Participant Name:

  	
  Date of Grant:

  	 

	 
	
   

  	
   

  
	 
	
  Shares Subject to
  Incentive Stock Option:

  	
   

  
	 
	
   

  	
   

  
	 
	
  Expiration Date:

  	
   

  
	 
	
   

  	
   

  
	 
	
  Option Price:

  	
   

  
					



 


	
  Vesting Schedule

  	
   

  
	
  Vesting Dates

  	
   

  	
  Percent
  of

  Stock Option

  Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  



 

















 


INCENTIVE
STOCK OPTION AGREEMENT


UNDER
THE HELMERICH & PAYNE, INC.


2005 LONG-TERM
INCENTIVE PLAN


 


THIS INCENTIVE STOCK OPTION AGREEMENT (the “Option
Agreement”) is 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
or a Subsidiary of the Company and it is important to the Company that the
Participant be encouraged to remain in the employ of the Company or a
Subsidiary of the Company; 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 Stock 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 ISO Option. 
The Company hereby grants to the Participant an incentive stock option
(the “ISO Option”) intended to qualify under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”), 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 “ISO Price”) and shall equal the
Fair Market Value of the Common Stock covered by this ISO Option as of the Date
of Grant.


 


Section 2.                                          Times of Exercise of
ISO Option.  The Participant shall be eligible to exercise
the ISO 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 ISO Options determined by multiplying the aggregate number of shares of
Stock subject to the ISO Option set forth on the Cover Page by the
designated percentage set forth on the Cover Page.


 

















 


Section 3.                                          Term of ISO Option. 
Subject to earlier termination as hereafter provided, the ISO 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 ISO Option be longer than ten years
from the Date of Grant.  Unless vesting
is accelerated or extended pursuant to the terms of Section 7, unvested
ISO Options shall be forfeited upon the Participant’s termination of employment.


 


Section 4.                                          Nontransferability of
ISO Option.  Except as otherwise herein provided, the ISO
Option shall not be transferable otherwise than by will or the laws of descent
and distribution, and the ISO 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 ISO Option may not be assigned, transferred (except as provided
above), 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 ISO Option contrary
to the provisions hereof shall be null and void and without effect.


 


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, or an
Affiliated Entity, the ISO 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 interfere in
any way with the right of the Company or a Subsidiary of the Company to
terminate the Participant’s employment at any time.


 


Section 6.                                          Annual Limitation on
Exercise of ISO Options.  Except as provided in Sections
7 and 11, in no event during any calendar year will the aggregate Fair Market
Value, determined as of the time the ISO Option is granted, of the Stock for
which the Participant may first have the right to exercise under the ISO Option
and any other “incentive stock options” granted under all plans qualified under
Section 422 of the Code which are sponsored by the Company, its parent or
a Subsidiary of the Company, exceed $100,000.


 


Section 7.                                          Vesting of ISO 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 ISO 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 10, 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 9 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 9 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 all
or any part of the shares 


 

















 


subject to the ISO Option 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 8.                                          Period for Exercise
Upon Termination of Employment.  With respect
to shares subject to the ISO Option for which the applicable Vesting Dates have
occurred or for which the Committee has accelerated or extended vesting in
accordance with Section 7, the Participant, or the representative of a
deceased Participant, shall be entitled to purchase such shares during the
remaining term of the ISO Option, if (i) the Participant’s employment was
terminated due to death or Disability 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
vested ISO Options for a period of three months from such date of termination,
and any ISO Options which remain unexercised after such date shall be
cancelled.


 


Section 9.                                          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 9.  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 9, any unvested ISO Options shall be
forfeited.


 


Section 10.                                   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.


 


Section 11.                                   Method of Exercising
ISO Option.


 


(a)                                  Procedures for Exercise. 
The manner of exercising the ISO Option herein granted shall be by
written notice to the Secretary of the Company at the time the ISO Option, or
part thereof, is to be exercised, and in any event prior to the expiration of
the ISO Option.  Such notice shall state
the election to exercise the ISO 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 ISO 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.  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 ISO Price; or
(iii) a combination thereof.  In
addition to the foregoing procedure which may be available for the exercise of
the ISO 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 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 ISO 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 ISO Price and withholding taxes, if any. 
For all purposes of effecting the exercise of the ISO 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 ISO Option is exercised, pursuant to the foregoing
provisions of this Section 11, 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 ISO 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 12.                                   Change of Control. 
Upon the occurrence of a Change of Control Event, any and all ISO
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 13.                                   Securities Law
Restrictions.  The ISO 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 ISO
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 14.                                   Disqualifying
Disposition of Stock.  If the Participant shall make a disposition
(within the meaning of Section 424(c) of the Code and the
rules and regulations thereunder) of any shares of Stock covered by the
ISO Option within one year after the date of exercise of the ISO Option or
within two years after the Date of Grant of the ISO Option, then in either such
event the Participant shall promptly notify the Company, by delivery of written
notice to the Secretary of the Company, of (i) the date of such
disposition, (ii) the number of shares of Stock covered by the ISO Option
which were disposed of and (iii) the price at which such shares of Stock
were disposed of or the amount of any other consideration received on such
disposition.  The Company may make such
provision as it may deem appropriate for the withholding of any applicable
federal, state or local taxes that it determines it may be obligated to withhold
or pay in connection with the exercise of the ISO Option or the disposition of
shares of Stock acquired upon exercise of the ISO Option.


 


Section 15.                                   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 16.                                   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 17.                                   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 18.                                   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
Incentive Stock Option Agreement as of the day and year first above written.


 


 


	
   

  	
  HELMERICH & PAYNE, INC., a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  “PARTICIPANT”

  



 

















 


EXHIBIT
A


 


Compliance Certificate


 


I hereby certify that I am in full compliance with the
covenants contained in that certain 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:

  	
   

  	
   

  



 


















 





 


HELMERICH & PAYNE, INC.


 


2005 LONG-TERM INCENTIVE PLAN




 





 


RESTRICTED STOCK AWARD AGREEMENT


 


	
  Participant Name:

  	
  Date of Grant:

  
	
   

  	
   

  
	
  Shares Subject to
  Restricted Stock Award:

  	
   

  
	
  Expiration Date:

  	
   

  



 


	
  Vesting Schedule

  	
   

  
	
  Vesting Dates

  	
   

  	
  Percent
  of

  Award Vested

  	
   

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  



 

















 


RESTRICTED STOCK AWARD AGREEMENT


UNDER THE HELMERICH & PAYNE, INC.


2005 LONG-TERM
INCENTIVE PLAN


 


THIS RESTRICTED STOCK AWARD
AGREEMENT (the “Award Agreement”), is made as of the grant date set forth on
the cover page of this Award 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 an
Affiliated Entity; and


 


WHEREAS, in recognition of
such facts, the Company desires to provide to the Participant an opportunity to
receive 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 Restricted Stock
Award.  The Company hereby grants to the Participant
an award (the “Restricted Stock Award”) 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 Award Agreement and the Plan which is
incorporated herein by reference and made a part hereof for all purposes.


 


Section 2.                                          Stock Held by Company.  The
Company shall hold a certificate registered in the name of the Participant
representing the total number of shares of the Award.  As a condition precedent to issuing a certificate
representing these shares of the Award, the Participant must deliver to the
Company a duly executed irrevocable stock power (in blank) covering such shares
represented by the certificate in the form of Exhibit A attached
hereto.  All shares of the Award held by
the Company pursuant to this Award Agreement shall constitute issued and
outstanding shares of Common Stock of the Company for all corporate purposes,
and the Participant shall be entitled to vote such shares and shall receive all
cash dividends thereon provided that the right to vote or receive such dividends
shall terminate with respect to shares which have been forfeited as provided
under this Award Agreement.  While such
shares are held by the Company and until such shares have vested on the
applicable date set forth on the Cover Page (the “Vesting Date”), the
Participant for whose benefit such shares are held shall not have the right to
encumber or otherwise change, sell, assign, transfer, pledge or otherwise
dispose of such unvested shares of Stock or any interest therein, and such
unvested shares of Stock shall not 


 

















 


be subject to attachment or any other legal
or equitable process brought by or on behalf of any creditor of such
Participant; and any such attempt to attach or receive shares in violation of
this Award Agreement shall be null and void. 
If such shares shall vest on the applicable Vesting Date in accordance
with this Award Agreement, the Company shall deliver to the Participant a
certificate representing such vested shares.


 


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.


 


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.


 


Section 5.                                          Nontransferability of
Restricted Stock Award.  Except as otherwise herein provided, the
Restricted Stock Award shall not be transferable by the Participant otherwise
than by will or the laws of descent and distribution.  More particularly (but without limiting the
generality of the foregoing), unvested shares of Stock held by the Company may
not be assigned, transferred (except as provided above), 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 Restricted Stock Award contrary to
the provisions hereof shall be null and void and without effect.  All shares of Stock which are distributed to
the Participant as provided under this Award Agreement may not be subsequently
transferred except as provided herein.


 


Section 6.                                          Employment. 
Nothing in the Plan or in this Award Agreement shall confer upon the
Participant any right to continue in the employ of the Company, its parent or
any Subsidiary or an Affiliated Entity or interfere in any way with the right
of the Company, its parent or any Subsidiary or an Affiliated Entity to
terminate the Participant’s employment at any time.


 


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 9, 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 8 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 8 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, a Subsidiary or an Affiliated Entity.  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.


 


Section 8.                                          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 8.  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 8, any unvested shares of Stock
shall be forfeited.


 


Section 9.                                          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.


 


Section 10.                                   Change of Control.  Any
and all shares under this Restricted Stock Award shall become automatically
fully vested upon the occurrence of a Change of Control Event with such
acceleration to occur without the requirement of any further act by either the
Company or the Participant.


 


Section 11.                                   Securities Law Restrictions.  The
Restricted Stock Award shall be vested 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 Restricted Stock Award are
being acquired 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 acquired under such circumstances
will be issued with a restricted securities legend.


 


Section 12.                                   Withholding of Taxes.  The
Company may make such provision as it may deem appropriate for the withholding
of any applicable federal, state, or local taxes that it determines it may
obligated to withhold or pay in connection with the vesting of the Restricted
Stock.  A Participant must pay the amount
of taxes required by law upon the vesting of a Restricted Stock Award
(i) in cash, (ii) by delivering to the Company shares of Common Stock
having a Fair Market Value on the date of payment equal to the amount of such
required withholding taxes, or (iii) by a combination of the foregoing.


 


Section 13.                                   Legends.  The
shares of Stock which are the subject of the Award shall be subject to the
following legend:


 


“THE SHARES OF STOCK
EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN
ACCORDANCE WITH THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR
HELMERICH & PAYNE, INC. 2005 STOCK INCENTIVE PLAN DATED THE
           DAY OF
                    ,
        .  ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK
EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH 


 

















 


AGREEMENT SHALL BE NULL AND
VOID AND WITHOUT EFFECT.  A COPY OF THE
AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF HELMERICH &
PAYNE, INC.”


 


Section 14.                                   Notices.  All
notices or other communications relating to the Plan and this Award 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 15.                                   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 16.                                   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 17.                                   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 Restricted Stock Award Agreement as of the day and
year first above written.


 


 


	
   

  	
  HELMERICH &
  PAYNE, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  “PARTICIPANT”

  



 

















 


EXHIBIT A


 


ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR VALUE
RECEIVED,
                            ,
an individual, hereby irrevocably assigns and conveys to
                                                ,
                                                                  
(              )
shares of the Common Capital Stock of Helmerich & Payne, Inc., a
Delaware corporation, $.10 par value.


 


	
  DATED:

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT B


 


Compliance
Certificate


 


I hereby certify that I am
in full compliance with the covenants contained in that certain 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: