Exhibit 10.2


 




 





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.


 

















 


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.             Non-Disclosure and Confidential Information.


 


(a)           Confidential
Information.  For purposes of
this Option Agreement, “confidential information” includes, without limitation,
information with respect to the Company’s or its subsidiaries’ finances, oil
and gas drilling processes, costs and pricing, customer contracts, contracts
and requirements, vendor or supplier contracts, contracts for other
information, compensation structures, recruitment and training policies,
operation support and backup facilities, service and product formulas,
concepts, data, know-how improvements and strategies, computer programs and
listings (whether in source code and/or object code format), software design
and methodology, research and development or investigations, marketing
strategies, ideas and plans for ongoing or future businesses, new business or
other developments, new and innovative service or product ideas, inventions,
potential acquisitions or divestitures, business and litigation strategies and
future business and litigation plans and any other information or material that
is of special or unique value to the Company or its subsidiaries maintained as
confidential and not disclosed to the general public (whether through an annual
report and/or filings with the Securities and Exchange Commission or
otherwise).


 

















 


(b)           Non-Disclosure.  Participant agrees that due to Participant’s
knowledge of the confidential information, Participant would inevitably use
and/or disclose that information, in breach of Participant’s confidentiality
and non-disclosure obligations under this Option Agreement, if Participant
worked in certain capacities or engaged in certain activities for a period of
time following the termination of Participant’s employment relationship with
the Company or a subsidiary, specifically in the position which involved either
(i) responsibility and decision-making authority or input at the executive
level regarding any subject, (ii) responsibility or decision-making
authority or input at any management level in the participant’s individual area
of assignment with the Company or a subsidiary or (iii) responsibility or
decision-making authority or input that allows for the use of confidential
information for the benefit of any person (including Participant) or entity in
the oil and gas drilling or other business that develops, provides or markets
any products or services that are otherwise competitive with or similar to the
products or services of the Company or its subsidiaries (the “Restricted
Occupations”).  Therefore, in the event
the Participant is eligible for continued vesting pursuant to Section 6,
except with the prior written consent of an authorized officer of the Company,
during the period of continued vesting following Participant’s employment with
the Company or its subsidiaries, Participant agrees not to be employed by,
consult for or otherwise act on behalf of any person or entity (without regard
to geographic location) in any capacity in which the Participant would be
involved directly or indirectly in a Restricted Occupation.  In the event the Committee determines in its
sole judgment that the Participant has engaged in activities in contravention
of this Section 8, Participant’s eligibility for continued vesting under
Section 6 shall cease and any unvested Options shall be forfeited.  Participant acknowledges this commitment is
intended to protect the confidential information and is not intended to be
applied or interpreted as a covenant against competition.


 


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 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.


 


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”

  



 

















 


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.             Non-Disclosure and Confidential Information.


 


(a)           Confidential Information.  For purposes of this Option Agreement,
“Confidential Information” includes, without limitation, information with
respect to the Company’s or its Subsidiaries’ finances, oil and gas drilling
processes, costs and pricing, customer contracts, vendor or supplier contracts,
compensation structures, recruitment and training policies, operation support
and backup facilities, service and product formulas, concepts, data, know-how
improvements and strategies, computer programs and listings, software design
and methodology, research and development, marketing strategies, ideas and
plans for ongoing or future businesses, new business or other developments, new
and innovative service or product ideas, inventions, potential acquisitions or
divestitures, business and litigation strategies and future business and
litigation plans and any other information or material that is of special or
unique value to the Company or its subsidiaries maintained as confidential and
not disclosed to the general public (whether through an annual report and/or
filings with the Securities and Exchange Commission or otherwise).


 


(b)           Non-Disclosure.  Participant agrees that due to Participant’s
knowledge of the Confidential Information, Participant would inevitably use
and/or disclose that information, in breach of Participant’s confidentiality
and non-disclosure obligations under this Option Agreement, if Participant
worked in certain capacities or engaged in certain activities for a period of
time following the termination of Participant’s employment relationship with
the Company or a Subsidiary, specifically in the position which involved either
(i) responsibility and decision-making authority or input at the executive
level regarding any subject, (ii) responsibility or decision-making
authority or input at any management level in the participant’s individual area
of assignment with the Company or a Subsidiary or (iii) responsibility or
decision-making authority or input that allows for the use of Confidential
Information for the benefit of any person (including Participant) or entity in
the oil and gas drilling or other business that develops, provides or markets
any products or services that are otherwise competitive with or similar to the
products or services of the Company or its Subsidiaries (the “Restricted
Occupations”).  Therefore, in the event
the Participant is eligible for continued vesting pursuant to Section 7,
except with the prior written consent of an authorized officer of the Company,
during the period 


 

















 


of continued vesting following Participant’s employment with
the Company or its Subsidiaries, Participant agrees not to be employed by,
consult for or otherwise act on behalf of any person or entity (without regard
to geographic location) in any capacity in which the Participant would be
involved directly or indirectly in a Restriction Occupation.  In the event the Committee determines in its
sole judgment that the Participant has engaged in activities in contravention
of this Section 9, Participant’s eligibility for continued vesting under
Section 7 shall cease and any unvested ISO Options shall be
forfeited.  Participant acknowledges this
commitment is intended to protect the Confidential Information and is not
intended to be applied or interpreted as a covenant against competition.


 


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.              Non-Disclosure and Confidential Information.


 


(a)           Confidential Information.  For purposes of this Award Agreement,
“confidential information” includes, without limitation, information with
respect to the Company’s or its subsidiaries’ finances, oil and gas drilling
processes, costs and pricing, customer contracts, contracts and requirements,
vendor or supplier contracts, contracts for other information, compensation
structures, recruitment and training policies, operation support and backup
facilities, service and product formulas, concepts, data, know-how improvements
and strategies, computer programs and listings (whether in source code and/or
object code format), software design and methodology, research and development
or investigations, marketing strategies, ideas and plans for ongoing or future
businesses, new business or other developments, new and innovative service or
product ideas, inventions, potential acquisitions or divestitures, business and
litigation strategies and future business and litigation plans and any other
information or material that is of special or unique value to the Company or
its subsidiaries maintained as confidential and not disclosed to the general
public (whether through an annual report and/or filings with the Securities and
Exchange Commission or otherwise).


 


(b)           Non-Disclosure.  Participant agrees that due to Participant’s
knowledge of the confidential information, Participant would inevitably use
and/or disclose that information, in breach of Participant’s confidentiality
and non-disclosure obligations under this Award Agreement, if Participant
worked in certain capacities or engaged in certain activities for a period of
time following the termination of Participant’s employment relationship with
the Company or a subsidiary, specifically in the position which involved either
(i) responsibility and decision-making authority or input at the executive
level regarding any subject, (ii) responsibility or decision-making
authority or input at any management level in the participant’s individual area
of assignment with the Company or a subsidiary or (iii) responsibility or
decision-making authority or input that allows for the use of confidential
information for the benefit of any person (including Participant) or entity in
the oil and gas drilling or other business that develops, provides or markets
any products or services that are otherwise competitive with or similar to the
products or services of the Company or its subsidiaries (the “Restricted
Occupations”).  Therefore, in the event the
Participant is eligible for continued vesting pursuant to Section 7,
except with the prior written consent of an authorized officer of the Company,
during the period of continued vesting following Participant’s employment with
the Company or its subsidiaries, Participant agrees not to be employed by,
consult for or otherwise act on behalf of any person or entity (without regard
to geographic location) in any capacity in which the Participant would be
involved directly or indirectly in a Restricted Occupation.  In the event the Committee determines in its
sole judgment that the Participant has engaged in activities in contravention
of 


 

















 


this Section 8,
Participant’s eligibility for continued vesting under Section 7 shall
cease and any unvested shares of Stock shall be forfeited.  Participant acknowledges this commitment is
intended to protect the confidential information and is not intended to be
applied or interpreted as a covenant against competition.


 


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: