EX-10.1






Exhibit 10(1)




[Performance Vesting]




LAYNE CHRISTENSEN COMPANY

2006 EQUITY INCENTIVE PLAN




Restricted Stock Agreement 




	 	 	 	 	 
	Date of Grant:
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Number of Restricted Shares Granted:
	 	 	 	 
	 
	 	 	 





          This Agreement dated                                                             , is made by and between Layne Christensen
Company, a Delaware corporation (the “Company”), and                      (“Participant”).




RECITALS:




          A. Effective June 8, 2006, the Company’s stockholders approved the Layne Christensen Company
2006 Equity Incentive Plan (the “Plan”) pursuant to which the Company may, from time to time, grant
Shares of Restricted Stock to eligible Service Providers of the Company.



          B. Participant is a Service Provider of the Company or one of its Affiliates and the Company
desires to encourage him/her to own Shares and to give him/her added incentive to advance the
interests of the Company, and desires to grant Participant shares of Restricted Stock of the
Company under the terms and conditions established by the Committee.



AGREEMENT:




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



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



          2. Grant of Restricted Stock. Subject to the conditions and restrictions set forth in
this Agreement and in the Plan, the Company hereby grants to Participant that number of Shares of
Restricted Stock identified above opposite the heading “Number of Restricted Shares Granted” (the
“Restricted Shares”).



          3. Restrictions on Transfer/Vesting Date. Subject to any exceptions set forth in this
Agreement or in the Plan, the Restricted Shares or the rights relating thereto may not be sold,
transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or hypothecated,
voluntarily or involuntarily, prior to the vesting date for such Restricted Shares (the “Vesting
Date”), as identified below. On the Vesting Date, such restriction on transfer shall lapse and the
Restricted Shares, if not previously forfeited pursuant to Section 4 below, will become freely
transferable under this Agreement and the Plan, subject only to such further limitations on
transfer, if any, as may exist under applicable law or any other agreement binding upon
Participant. Subject to any exceptions listed in this Agreement or in the Plan, the Restricted
Shares shall become vested in accordance with the schedule set forth below:



	 	 	 
	Anniversary of Date of Grant	 	Number/Percentage of Shares Vested
	 
	 	 
	[                                        ]

	 	[                                        ]






     Notwithstanding anything else in this Agreement to the contrary, if before the Vesting Date
the Participant’s position as a Service Provider with the Company or any of its Affiliates
terminates on account of the Participant’s “Retirement,” then none of the Restricted Shares shall
be forfeited upon such Retirement and, provided that the applicable performance-contingent criteria
is satisfied, on the Vesting Date the Participant shall become vested in that number of Restricted
Shares equal to the Vesting Fraction (as defined below) multiplied by the Restricted Shares
(rounded up to the nearest whole share) and the remaining Restricted Shares will be forfeited. The
“Vesting Fraction” shall be a fraction, the numerator of which shall be the number of days from the
Date of Grant to the date of the Participant’s Retirement and the denominator of which shall be
                    . For purposes of this Agreement, “Retirement”



 









 




means the Participant’s termination from all employment after attaining the age of 60 and
after having been employed by the Company or one of its Affiliates for five years or more.




     The Committee may, in its sole discretion, accelerate the Vesting Date for any or all of the
Restricted Shares, if in its judgment the performance of Participant has warranted such
acceleration and/or such acceleration is in the best interests of the Company.



          4. Forfeiture Prior to Vesting. Unless otherwise provided herein, if Participant’s
position as a Service Provider with the Company or any of its Affiliates is terminated prior to the
Vesting Date for one or more of the Restricted Shares, Participant will thereupon immediately
forfeit any and all unvested Restricted Shares, and the full ownership of such Restricted Shares
and rights will revert to the Company. Upon such forfeiture, Participant shall have no further
rights under this Agreement. For purposes of this Agreement, transfer of employment between the
Company and any of its Affiliates (or between Affiliates) does not constitute a termination of
Participant’s position as a Service Provider. If Participant’s position as a Service Provider with
the Company or any of its Affiliates is terminated by the Company or any of its Affiliates prior to
the Vesting Date and due to Participant’s death or Disability, all restrictions on the Restricted
Shares will lapse and cease to be effective, as of the date of Participant’s termination as a
Service Provider.




          5. Certificates. The Restricted Shares shall be issued in the name of Participant or
a nominee of Participant as of the Date of Grant. One or more certificates representing the
Restricted Shares shall bear a legend similar to the following:





THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND
SUBJECT TO CERTAIN CONDITIONS UNDER THE LAYNE CHRISTENSEN COMPANY 2006
EQUITY INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AGREEMENT PURSUANT
TO WHICH THE SHARES WERE ISSUED. THESE SHARES ARE SUBJECT TO A RISK OF
FORFEITURE AND CANNOT BE SOLD, DONATED, TRANSFERRED OR IN ANY OTHER MANNER
ENCUMBERED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH PLAN AND AGREEMENT,
COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF
LAYNE CHRISTENSEN COMPANY.



          6. Dividends and Voting. Participant is entitled to (i) receive all dividends,
payable in stock, in cash or in kind, or other distributions, declared on or with respect to any
Restricted Shares as of a record date that occurs on or after the Date of Grant hereunder and
before any transfer or forfeiture of the Restricted Shares by Participant, provided that any such
dividends paid in cash are to be held in escrow by the Company and, such cash dividends and
distributions are to be subject to the same rights, restrictions on transfer and conditions
regarding vesting and forfeiture as the Restricted Shares with respect to which such dividends or
distributions are paid at the time of payment, and (ii) exercise all voting rights with respect to
the Restricted Shares, if the record date for the exercise of such voting rights occurs on or after
the Date of Grant hereunder and prior to any transfer or forfeiture of such Restricted Shares. In
the event of forfeiture by Participant of any or all of the Restricted Shares or any of the equity
securities distributed to Participant with respect thereto, Participant forfeit all cash dividends
held in escrow and relating to the underlying forfeited Restricted Shares and must returned to the
Company any distributions previously paid to Participant with respect to such Restricted Shares.




          7. Withholding with Stock. Unless specifically denied by the Committee, Participant
may elect to pay all minimum required amounts of tax withholding, or any part thereof, by electing
to transfer to the Company Shares having a value equal to the minimum amount required to be
withheld under federal, state or local law or such lesser amount as may be elected by the
Participant. The value of Shares to be transferred to the Company shall be based on the Fair Market
Value of the Stock on the date that the amount of tax to be withheld is to be determined (the “Tax
Date”), as determined by the Committee. Any such elections by the Participant to have Shares
withheld for this purpose will be subject to the following restrictions:





     (a) All elections must be made prior to the Tax Date;




     (b) All elections shall be irrevocable; and




     (c) If Participant is an officer or director of the Company within the meaning of
Section 16 of the 1934 Act (“Section 16”), the Participant must satisfy the requirements of
such Section 16 and any applicable rules thereunder with respect to the use of Stock to
satisfy such tax withholding obligation.



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



          9. Notice of I.R.C. Section 83(b) Election. If Participant makes an election under
Section 83(b) of the Code, Participant shall promptly notify the Company of such election.



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



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



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



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



	 	 	 	 	 	 	 
	The Company:



	 	Participant:
	 	 
	Layne Christensen Company



	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

Name:

Title:
	 	 
	 	 
	 

	 	 	 	Address of the Option Holder:	 	 







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