EXHIBIT 10.1
RPC, INC.
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION AGREEMENT made as of the day of ____, 2___ (the "Grant
Date"), between RPC, INC., a Delaware corporation (hereinafter called the
"Company"), and ((FNAME)) ((LNAME)), an employee of the Company or one or more
of its subsidiaries (hereinafter called the "Employee").
WHEREAS, the Company desires to afford the Employee an opportunity to purchase
shares of its Common Stock, par value $0.10 per share (hereinafter called the
"Common Stock"), pursuant to the terms and provisions of the Company's 2004
Stock Incentive Plan (hereinafter called the "Plan"), as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and Employee's employment by the Company, the parties hereto agree as follows:
THE PLAN. This Option Agreement is made pursuant to and in accordance
with the terms and provisions of the Plan. Anything in this Option Agreement to
the contrary notwithstanding, the terms and provisions of the Plan, all of which
are hereby incorporated herein by reference, shall be controlling in the event
of any inconsistency herewith.
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Employee the right and option (hereinafter called the "Option"),
to purchase all or any part of an aggregate of _______ shares of
Common Stock (subject to adjustment as provided in Paragraph 8
hereof), on the terms and conditions hereinafter set forth.
2. PURCHASE PRICE. The purchase price of the shares of Common Stock
covered by the Option shall be $______ per share, which amount
is at least 100% of fair market value of such shares at the date
hereof, determined in accordance with the Plan, or 110% of such
value if Employee owns more than 10% of the voting stock of the
Company, calculated pursuant to applicable IRS regulations.
3. VESTING. No portion of the Option shall be exercisable prior to
______; beginning on such date, the Option shall become
exercisable as follows:
With respect to __ shares, on or after _________;
With respect to ___ shares, on or after ________;
With respect to ___ shares, on or after ___________;
With respect to ___ shares, on or after _________; and,
With respect to ___ shares, on or after ____________.
4. TERM OF OPTION. To the extent vested pursuant to Section 3, each
portion of the Option shall remain exercisable through the
period ending ten (10) years after the date of the grant,
subject to earlier termination as provided in Section 7 hereof.
5. ADMINISTRATION. Unless administration of the Plan is assumed by
the Board of Directors of the Company, the Plan shall be
administered by a committee of the Board of Directors of the
Company constituted in accordance with the Plan, (hereinafter
referred to as the "Committee".) The Committee is authorized and
empowered to administer and interpret the Plan and this Option
Agreement. Any interpretations of this Option Agreement or of
the Plan made by the Committee shall be final and binding upon
the parties hereto.
6. NON-TRANSFERABILITY. The Option shall not be assignable or
transferable except by will or by the laws of descent and
distribution and shall not be subject to execution, attachment
or other process. Except as set forth in the Plan, during the
lifetime of the Employee, the Option shall be exercisable only
by the Employee. After the death of the Employee, the Option may
be exercised prior to its termination as set forth in Section
7(b) hereof. Employee hereby agrees to retain ownership of, and
to refrain from transferring, all shares of Common Stock
obtained upon exercise of the Option for a period of twelve
months after the date on which such Common Stock is obtained
pursuant to the exercise of the Option; provided, however, that
such twelve month transfer restriction shall be rescinded and
shall no longer have any applicability following Employee's
death, Normal Retirement (as defined in the Plan) or permanent
Disability (as defined in the Plan). The Company may, at its
discretion, place a legend to such effect on the certificates
representing the shares of Common Stock obtained upon exercise
of the option and issue appropriate stop transfer instructions
to the Company's transfer agent.
7. TERMINATION. The Option may not be exercised by the Employee
unless he/she, at the time of the exercise, shall have been in
the continuous employ of the Company or a subsidiary thereof, in
a position of equivalent or greater responsibility as on the
Grant Date, except as follows:
(a) If, prior to the expiration of the Option, Employee's
employment terminates by reason of permanent Disability
(as defined in the Plan), Employee or his/her guardian
may exercise the Option through the earlier of (i) such
date of expiration, or (ii) one year after the date of
termination of employment, to the extent that the Option
was exercisable at the date of termination of
employment.
(b) If Employee dies while in the employ of the Company or a
subsidiary without having fully exercised the Option,
the Option may be exercised prior to its expiration and
within six (6) months of the date of death, to the
extent the Option was exercisable at the date of death,
by the legal representative of the estate or by the
legatee of the Employee under the Employee's will.
-2-
(c) If, prior to the expiration of the Option, Employee's
employment terminates by reason of Normal or Early
Retirement (as defined in the Plan), Employee may
exercise the Option through the earlier of (i) such date
of expiration, or (ii) one day less than three months
after the Retirement date, to the extent the Option was
exercisable at such Retirement date.
The termination of employment of an Employee for any reason
shall not accelerate or otherwise affect the number of shares
with respect to which the Option may be exercised.
8. CHANGE IN CAPITALIZATION. In the event of any merger,
reorganization, consolidation, recapitalization, stock
dividends, stock split or other changes in corporate structure
affecting the Common Stock, such substitution or adjustment
shall be made in the number and option price of shares subject
to this Option as may be determined to be appropriate by the
Committee, in its sole discretion. To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board of
Directors, whose determination in that respect shall be final,
binding and conclusive. The Committee need not treat other
optionees and/or options in the same manner as Employee and the
Option are treated. In no case shall the Company be required to
sell a fractional share of Common Stock, and the total
adjustment as set forth above shall be limited accordingly.
9. METHOD OF EXERCISING THE OPTION. Subject to the vesting
provisions of Section 3 hereof, the Employee may exercise the
Option in full or in part by written notice to the Company,
delivered in person to the Treasurer of the Company or mailed,
by registered mail, return receipt requested, to the Company's
principal office at Atlanta, Georgia, attention of the Treasurer
of the Company; provided, however, that if exercised in part,
the Option may not be exercised for fewer than 100 shares,
unless the remaining balance of the Option is less than 100
shares, in which case the Option may be exercised for the
remaining balance. The written notice shall state the Employee's
intention to exercise the Option and the number of shares in
respect to which it is being exercised and shall be signed by
the Employee or a legatee or personal representative of the
Employee, as applicable. Such notice shall be accompanied by
payment of the full purchase price of the shares, and
instructions shall be given as to the address to which the stock
certificates shall be mailed. The purchase price for the shares
as to which the Option shall be exercised from time to time
shall be paid in full in cash and/or unrestricted shares of
Common Stock already owned by the optionee for a period of at
least six months, based, in each case, on the Fair Market Value
(as defined in the Plan) of the shares on the date the Option is
exercised, unless it shall be determined by the Committee, at
any time hereafter, in its sole discretion, that unrestricted
shares of Common Stock are not a permissible form of payment
with respect to the Option. No shares may be purchased if the
Employee is not at the time of exercise in the employ of the
Company, or a subsidiary, except as provided in Section 7.
-3-
10. REQUIREMENT OF LAW. If any law, regulation of the Securities and
Exchange Commission, or any regulation of any other commission
or agency having jurisdiction shall require the Company or the
Employee to take any action with respect to the shares of Common
Stock acquired by the exercise of the Option, then the date upon
which the Company shall deliver or cause to be delivered the
certificate or certificates for the shares of Common Stock shall
be postponed until full compliance has been made with all such
requirements or law or regulations. Further, at or before the
time of the delivery of the shares with respect to which
exercise of the Option has been made, the Employee shall, if
requested by the Company, deliver to the Company his/her written
statement that he/she intends to hold the shares so acquired by
him on exercise of the Option for investment and not with a view
to resale or other distribution thereof to the public. Further,
in the event the Company shall determine that, in compliance
with the Securities Act of 1933, as amended, or other applicable
statute or regulation, it is necessary to register any of the
shares of Common Stock with respect to which an exercise of the
Option has been made, or to qualify any such shares for
exemption from any of the requirements of the Securities Act of
1933, as amended, or other applicable statute or regulations,
then the Company shall take such action at its own expense, but
not until such action has been completed shall the Option shares
be delivered to the Employee.
11. NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to
grant Employee the right to continued employment with the
Company, to limit or restrict the right of the Company or any of
its subsidiaries to terminate an Employee's employment at any
time, with or without cause, or to increase or decrease the
compensation of the Employee from the rate in existence at the
date hereof.
12. INCENTIVE STOCK OPTION. The Option granted hereunder has been
designated as an "Incentive Stock Option" pursuant to Section
422 of the Code (as defined in the Plan); provided, however,
that to the extent that the Option fails for any reason to
comply with the provisions of Section 422, it shall be treated
as a Non-Qualified Stock Option (as defined in the Plan). The
Company shall have no liability whatsoever to Employee in the
event the Option fails for any reason to satisfy the
requirements for Incentive Stock Options set forth in Section
422.
13. GOVERNING LAW. This Agreement and all awards made and actions
taken hereunder shall be governed by and construed in accordance
with the Delaware General Corporation Law, to the extent
applicable, and in accordance with the laws of the State of
Georgia in all other respects.
IN WITNESS WHEREOF, the Company has caused this Incentive Stock Option Agreement
to be duly executed by an authorized officer, and the Employee has hereunto set
his/her hand, all as of the day and year first above written.
-4-
RPC, INC.
By:
-----------------------------
Its: President
--------------------------------
Name
-5-
