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EXHIBIT 10.2
Date of Grant:
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Number of Shares Subject to Option:
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UNION DRILLING, INC.
AMENDED AND RESTATED 2000 STOCK OPTION PLAN
FORM OF STOCK OPTION AGREEMENT
This Agreement, dated [Date] is made between Union Drilling,
Inc., (the "Company") and [Name of Employee, Officer or Director] (the
"Optionee"), an [employee, officer and/or director] of the Company or one of its
subsidiaries or affiliates participating in the Plan (each a "Participating
Company").
I. Incentive Stock Option
1. Grant of Incentive Stock Option. Pursuant to the provisions of
the Union Drilling, Inc. Amended and Restated 2000 Stock Option Plan (the
"Plan"), and in compliance with the provisions of Section 422 of the Internal
Revenue Code of 1986, as may be amended from time to time, the Company hereby
grants to the Optionee, subject to the terms and conditions of the Plan and
subject further to the terms and conditions herein set forth, an option
("Option") to purchase [Number of Shares] ([ ]) shares of the Company's common
stock, par value $0.01 per share ("Stock"), at the purchase price of $[ ] per
share, such Option to be exercisable and exercised as hereinafter provided.
2. Specific Terms and Conditions.
(a) Exercise of Option. Subject to the other terms of this Agreement
regarding the exercisability of this Option, this Option may be exercised in
accordance with the following:
On or After This Date: This Option Shall be
Exercisable With Respect to
The Following Cumulative
Number of Shares:
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This Option may be exercised, to the extent exercisable by its terms, from time
to time in whole or in part at any time prior to the expiration thereof. Any
exercise shall be accompanied by a written notice to the Company specifying the
number of shares as to which this Option is being exercised. Notation of any
partial exercise or installment exercise shall be made by the Company on
Schedule A hereto.
(b) Notification of Disqualifying Disposition. The Employee hereby
agrees to notify the Company in writing in the event shares acquired pursuant to
the exercise of this Option are transferred, other than by will or by the laws
of descent and distribution or pursuant to a qualified domestic relations order,
within two years after the date indicated above or within one year after the
issuance of such shares pursuant to such exercise.
II. Nonqualified Stock Option
1. Grant of Nonqualified Stock Option. Pursuant to the provisions
of the Union Drilling, Inc. Amended and Restated 2000 Stock Option Plan (the
"Plan"), the Company hereby grants to the Optionee, subject to the terms and
conditions of the Plan and subject further to the terms and conditions herein
set forth, an option ("Option") to purchase [Number of Shares] ([ ]) shares of
the Company's common stock, par value $0.01 per share ("Stock"), at the purchase
price of $[ ] per share, such Option to be exercisable and exercised as
hereinafter provided.
2. Specific Terms and Conditions.
(a) Exercise of Option. Subject to the other terms of this Agreement
regarding the exercisability of this Option, this Option may be exercised in
accordance with the following:
On or After This Date: This Option Shall be
Exercisable With Respect to
The Following Cumulative
Number of Shares:
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This Option may be exercised, to the extent exercisable by its terms, from time
to time in whole or in part at any time prior to the expiration thereof. Any
exercise shall be accompanied by a written notice to the Company specifying the
number of shares as to which this Option is being exercised. Notation of any
partial exercise or installment exercise shall be made by the Company on
Schedule B hereto.
III. General Terms and Conditions
1. Payment of Purchase Price Upon Exercise. At the time of any
exercise of an Option, the purchase of the shares as to which any such Option
shall be exercised shall be paid in full to the Company in cash or in Stock
already owned by the Optionee, or a combination of cash and Stock, or in such
other consideration acceptable to the Board of Directors of the Company or any
Committee appointed by the Board of Directors of the Company to administer the
Plan (hereinafter, the "Committee") (including, to the extent permitted by
applicable law, the relinquishment of a portion of the Option) as the Committee
deems appropriate, having a total Fair Market Value (as defined in the Plan)
equal to the purchase price. The fair market value of the portion of an Option
that is relinquished shall be determined as provided in the Plan.
2. Expiration Date. Each Option granted pursuant to this
Agreement shall expire ten years from the date indicated above, except that each
Option granted under Part I hereof shall expire five years from the date
indicated above if the Optionee possesses more than ten percent of the total
combined voting power of all classes of Stock of the Company.
3. Issuance of Certificates. The Optionee shall be issued a
certificate for any shares as to which an Option shall be exercised. Such shares
shall be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state securities
laws, and the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. The foregoing
provision shall not be effective if and to the extent that the shares of Stock
delivered under the Plan are covered by an effective and current registration
statement under the Securities Act of 1933 ("1933 Act"), or if, and so long as,
the Committee determines that application of such provisions is no longer
required or desirable. In making such determination, the Committee may rely upon
an opinion of counsel for the Company. The Company shall not be required to
issue or deliver any certificates for shares of Stock prior to (i) the listing
of such shares on any stock exchange on which the Stock may then be listed, or
(ii) the completion of any registration or qualification of such shares under
any federal or state law, or any ruling or regulation of any governmental body,
which the Committee shall, in its sole discretion, determine to be necessary or
advisable.
4. Conditions. If the Optionee is an employee of any
Participating Company (hereinafter sometimes referred to as an "Employee
Optionee"), such Employee Optionee may not exercise any part of an Option until
the Employee Optionee has remained in the employ of
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one or more Participating Companies for three months after the date on which the
Option was granted.
5. Exercise in the Event of Death, Retirement, Total Disability,
or Termination of Employment. If the Employee Optionee's employment with the
Company and all Participating Companies terminates due to his or her death,
retirement or Total Disability or his discharge by a Participating Company
without Cause, then any Option granted pursuant to this Agreement may be
exercised by the Employee Optionee (or, in the event of the Employee Optionee's
death, the Employee Optionee's Beneficiary under the Plan) within three months
(twelve months in the event of termination due to or for Total Disability) after
the date of the Employee Optionee's termination of employment, or at such later
date, and subject to such terms and conditions, as the Committee may specify,
but not later than the expiration dates specified in Section III.2. All
determinations as to whether an Employee Optionee's termination is without Cause
shall be made by the Company, in its sole discretion.
Upon the Employee Optionee's voluntary termination of employment by a
Participating Company for cause or the resignation of the Employee Optionee, all
Options granted pursuant to this Agreement automatically shall expire as of the
date of such termination, or at such later date, and subject to such terms and
conditions, as the Committee may specify, but not later than the expiration
dates specified in Section III.2. All determinations as to whether the Employee
Optionee's termination is voluntary shall be made by the Company, in its sole
discretion.
6. Nontransferability. No Option shall be transferable other than
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order, and during the lifetime of the Optionee, an Option
shall be exercisable only by him or her; provided, however, that the Committee,
in its discretion, may allow for transferability of non-qualified stock options
by an Optionee to Immediate Family Members (as defined in the Plan), provided
that such transfer of Options is not for value (within the meaning of the
General Instructions to Form S-8 of the Securities and Exchange Commission). If,
by reason of any attempted assignment, transfer, pledge, or encumbrance or any
bankruptcy or other event happening at any time, any shares issuable or amount
payable under an Option would be made subject to the debts or liabilities of the
Optionee or his or her Beneficiary, then the Committee may terminate such
person's interest in any such shares or payment and direct that the same be held
and applied to or for the benefit of the Optionee, his or her Beneficiary or any
other persons deemed to be the natural objects of his or her bounty, taking into
account the expressed wishes of the Optionee (or, in the event of his or her
death, those of his or her Beneficiary) in such manner as the Committee may deem
proper.
7. Registration. Unless at the time of exercise there is a valid
and effective registration statement under the 1933 Act and appropriate
qualification and registration under applicable state securities laws relating
to the Stock being acquired pursuant to an Option, the Optionee shall upon
exercise of the Option give a representation that he or she is acquiring such
shares for his or her own account for investment and not with a view to, or for
sale in connection
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with, the resale or distribution of any such shares. In the absence of such
registration statement, the Optionee shall be required to execute a written
affirmation, in a form reasonably satisfactory to the Company, of such
investment intent and to further agree that he or she will not sell or transfer
any Stock acquired pursuant to the Option until he or she requests and receives
an opinion of the Company's counsel to the effect that (i) such proposed sale or
transfer will not result in a violation of the 1933 Act, or (ii) a registration
statement covering the sale or transfer of the shares has been declared
effective by the Securities and Exchange Commission, or (iii) he or she obtains
a no-action letter from the Securities and Exchange Commission with respect to
the proposed transfer.
8. Adjustments. In the event of any change in the outstanding
Stock of the Company by reason of any stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or other events as specified in the Plan, the number and kind of shares
subject to any Option and their purchase price per share shall be appropriately
adjusted consistent with such change in such manner as the Committee may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to the Optionee hereunder. Any adjustments so made shall be final and binding
upon the Optionee.
9. No Rights as Stockholder. The Optionee shall have no rights as
a stockholder with respect to any shares of Stock subject to any Option prior to
the date of issuance to him or her of a certificate or certificates for such
shares.
10. No Right to Continued Employment. This Agreement shall not
confer upon the Optionee any right with respect to continuance of employment by
any Participating Company nor shall it interfere in any way with the right of
any Participating Company to terminate his or her employment at any time.
11. Compliance With Law and Regulations. This Agreement and the
obligation of the Company to sell and deliver shares of Stock hereunder shall be
subject to all applicable federal and state laws, rules and regulations and to
such approvals by any government or regulatory agency as may be required. If at
any time the Committee shall determine that (i) the listing, registration or
qualification of the shares of Stock subject or related thereto upon any
securities exchange or under state or federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the
recipient of an award with respect to the disposition of shares of Stock is
necessary or desirable as a condition of or in connection with the issuance or
purchase of shares of Stock hereunder, such Option may not be exercised in whole
or in part unless such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee. Moreover, an Option may not be exercised if its
exercise or the receipt of shares of Stock pursuant thereto would be contrary to
applicable law.
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12. Tax Withholding Requirements. The Company shall have the right
to require the Optionee to remit to the Company an amount sufficient to satisfy
any federal, state or local withholding tax requirements prior to the delivery
of any certificate or certificates for Stock.
IV. Miscellaneous
1. Optionee Bound by Plan. The Optionee hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all the terms and
provisions thereof.
2. Notices. Any notice hereunder to the Company shall be
addressed to it at its office, South Pittsburgh Technology Park, 0000 Xxxxxxxxxx
Xxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Chairman of the Board, and any
notice hereunder to the Optionee shall be addressed to the Optionee at his or
her address on the records of the Company, subject to the right of either party
to designate at any time hereafter in writing some other address.
3. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, Union Drilling, Inc. has caused this Agreement to
be executed by a duly authorized officer and the Optionee has executed this
Agreement both as of the day and year first above written.
UNION DRILLING, INC.
By:
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Name: Xxxxxx X. X'Xxxxx, Xx.
Title: Chairman
(L.S.)
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[Name], Optionee
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SCHEDULE A
UNION DRILLING, INC.
NOTATIONS AS TO PARTIAL OR INSTALLMENT
EXERCISE - INCENTIVE STOCK OPTION
Number of Balance of
Date of Shares Shares on Authorized Notation
Exercise Purchased Option Signature Date
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SCHEDULE B
UNION DRILLING, INC.
NOTATIONS AS TO PARTIAL OR INSTALLMENT
EXERCISE - NONQUALIFIED STOCK OPTION
Number of Balance of
Date of Shares Shares on Authorized Notation
Exercise Purchased Option Signature Date
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