Form of
NQSO Agreement for Non-Employee Directors
LAYNE CHRISTENSEN COMPANY
2006 EQUITY INCENTIVE PLAN
Nonqualified Stock
Option Agreement
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February 1,
2009
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Number of Shares to Which Option
Relates:
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(
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Option Exercise Price per Share:
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(Representing 100% of the Fair Market Value on
the Date of Grant)
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$
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[Based on
Closing Price as of January 31, 2009]
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This
Agreement dated February 1, 2009, is made by and between Layne
Christensen Company, a Delaware corporation (the
“Company”), and [
] (the “Option Holder”).
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 options to key employees and non-employee
directors of the Company to purchase shares of the Company’s
common stock.
B.
The Option Holder is a non-employee director of the Company and the
Company desires to grant to the Option Holder a nonqualified stock
option to purchase shares of the Company’s common stock on
the terms and conditions reflected in this Option Agreement, the
Plan and as otherwise established by the Committee.
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 Option
Agreement and the rights of the Option Holder are subject in all
respects to the provisions of the Plan and the powers of the
Committee therein provided. Capitalized terms used in this Option
Agreement but not defined will have the meaning set forth in the
Plan.
2.
Grant of Nonqualified Stock Option . As of the Date of Grant
identified above, the Company grants the Option Holder, subject to
this Agreement and the Plan, the right, privilege and option (the
“Option”) to purchase, in one or more exercises, all or
any part of that number of Shares of Stock identified above
opposite the heading “Number of Shares to Which Option
Relates” (the “Option Shares”), at the per Share
price specified above opposite the heading “Option Exercise
Price per Share.”
3.
Consideration to the Company . In consideration of the
granting of this Option by the Company, the Option Holder agrees to
render faithful and efficient services as a Director of the
Company. Nothing in this Agreement or in the Plan will confer upon
the Option Holder any right to continue as a Director of the
Company or will interfere with or restrict in any way the rights of
the Company, which are hereby expressly reserved, to remove the
Option Holder as a Director of the Company at any time for any
reason whatsoever, with or without cause. In addition, nothing in
this Agreement or in the Plan will require the Option Holder to
continue as a Director of the Company.
4.
Exercisability of Option . During the Option Holder’s
lifetime, this Option may be exercised only by the Option Holder.
This Option, except as specifically provided elsewhere under the
terms of the Plan, will be fully exercisable as of the Date of
Grant.
5.
Method of Exercise . Provided this Option has not expired,
been terminated or cancelled in accordance with the terms of the
Plan, this Option may be exercised in whole or in part, from time
to time by delivery to the Company or its designee a written notice
which will:
(a) set forth the
number of Shares with respect to which the Option is to be
exercised;
(b) if the person
exercising this Option is not the Option Holder, be accompanied by
satisfactory evidence of such person’s right to exercise this
Option; and
(c) be accompanied
by payment in full of the Option Exercise Price in the form of
cash, or a certified bank check made payable to the order of the
Company or any other means allowable under the Plan which the
Company in its sole discretion determines will provide legal
consideration for the Shares.
6.
Expiration of Option . Unless terminated earlier in
accordance with the terms of this Optio
