Exhibit 10.1
HELMERICH & PAYNE, INC.
DIRECTOR DEFERRED COMPENSATION
PLAN
HELMERICH & PAYNE, INC.
DIRECTOR DEFERRED COMPENSATION PLAN
Table of Contents
i
HELMERICH & PAYNE, INC.
DIRECTOR DEFERRED COMPENSATION PLAN
PURPOSE
The purpose of this Plan is to
give each Director of Helmerich & Payne, Inc., the opportunity
to be compensated for service as a Director on a deferred basis.
The Plan is also intended to aid the Company in attracting and
retaining, as members of the Board, persons whose abilities,
experience, and judgment can contribute to the success of the
Company.
ARTICLE I
Definitions
Whenever the following terms are
used in this Plan, they shall have the meaning specified below,
unless the context clearly indicates to the contrary:
1.1
“Account” shall mean the bookkeeping account maintained
by the Company to which will be credited Directors deferrals of
Eligible Compensation and any earnings thereon.
1.2
“Beneficiary” means the person(s) or entity(ies)
designated by the Director under Section 6.2 hereof who will
receive the balance of the Director’s Account(s) in the event
of his or her death.
1.3
“Board of Directors” or “Board” shall mean
the Board of Directors of the Company.
1.4
“Change of Control” shall mean the happening of any of
the following events:
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(a)
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The
acquisition after the Effective Date of this Plan by any
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) (a
“Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 15% or
more of either (i) the then outstanding shares of common stock
of the Company (the “Outstanding Company Common Stock”)
or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); provided, however, that the following
acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company, (iv) any
acquisition previously approved by at least a majority of the
members of the Incumbent Board (as such term is hereinafter
defined), (v) any acquisition approved by at least a majority
of the members of the Incumbent Board within five business days
after the Company has notice of such acquisition, or (vi) any
acquisition by any corporation pursuant to a transaction which
complies with clauses (x), (y), and (z) of subsection (c) of
this Section 1.4; or
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(b)
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Individuals who, as of the date
hereof, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, appointment or
nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
purposes of this definition, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;
or
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(c)
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Approval by the shareholders of the
Company of a reorganization, share exchange, merger (a
“Business Combination”), in each case, unless,
following such Business Combination, (x) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
Business Combination will beneficially own, directly or indirectly,
more than 70% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from
such Business Combination (including, without limitation, a
corporation which as a result of such transaction will own the
Company through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (y) no Person
(excluding any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business
Combination) will beneficially own, directly or indirectly, 15% or
more of, respectively, the then outstanding shares of common stock
of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership existed
prior to the Business Combination, and (z) at least a majority
of the members of the board of directors of the corporation
resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination or were elected, appointed or nominated by the
Board; or
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(d)
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Approval by the shareholders of the
Company of (x) a complete liquidation or dissolution of the
Company or, (y) the sale or other disposition of all or
substantially all of the assets of the Company, other than to a
corporation, with respect to which following such sale or other
disposition, (A) more than 70% of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by
all or substantially all of the
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2
individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be,
(B) less than 15% of, respectively, the then outstanding
shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors will be
beneficially owned, directly or indirectly, by any Person
(excluding any employee benefit plan (or related trust) of the
Company or such corporation), except to the extent that such Person
owned 15% or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities prior to the sale or
disposition, and (C) at least a majority of the members of the
board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such sale
or other disposition of assets of the Company or were elected,
appointed or nominated by the Board.
1.5
“Common Stock” shall mean the common stock, par value
$0.10 per share of the Company.
1.6
“Company” shall mean Helmerich & Payne, Inc., a
Delaware corporation and its successors.
1.7
“Director” or “Directors” shall mean, at
any given time, a member of the Board of Directors of the
Company.
1.8
“Eligible Compensation” shall mean all forms of cash
compensation paid by the Company for services a
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