<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on January 18, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- ------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-0618660
- ------------------------------- ----------------------------------
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8 East Third Street, Tulsa, Oklahoma 74103
(Address of Principal Executive Offices including Zip Code)
Parker Drilling Company 1994 Executive Stock Option Plan
Parker Drilling Company 1994 Non-Employee Director Stock Option Plan
Parker Drilling Company Limited Deferred Compensation Plan
for Non-Resident Aliens
(Full title of plans)
KATHY J. KUCHARSKI, ESQ.
8 East Third Street
Tulsa, Oklahoma 74103
(918) 631-1391
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of
securities Proposed maximum Proposed maximum Amount of
to be Amount to be offering price aggregate offer- registration
registered registered(1) per share (2) ing price (2) fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Parker 2,620,000 $4.50 $11,460,188 $3,952.00
Drilling shares
Common Stock
$.16 2/3 par
value per
share ...
- -----------------------------------------------------------------------------
</TABLE>
(1) Indicates the aggregate number of shares of Common Stock authorized and
reserved for issuance under, or which may be sold upon the exercise of
options that have previously been granted and/or may be granted to
certain persons under, the Parker Drilling Company 1994 Executive Stock
Option Plan (2,400,000 shares), the Parker Drilling Company 1994 Non-
Employee Director Stock Option Plan (200,000 shares) and the Parker
Drilling Company Limited Deferred Compensation Plan for Non-Resident
Aliens (20,000 shares). Also includes an indeterminate number of shares
of Parker Drilling Company Common Stock that may be issuable by reason
of stock splits, stock dividends or similar transactions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act of 1933 as follows: (i) in the case of shares of Common
Stock which may be purchased upon the exercise of outstanding options,
the fee is calculated on the basis of the price at which the options may
be exercised; and (ii) in the case of shares of Common Stock (a) for
which options have not yet been granted and the option price of which is
therefore unknown, and (b) relating to the Parker Drilling Company
Limited Deferred Compensation Plan for Non-Resident Aliens, the fee is
calculated on the basis of the average high and low sale price per share
of Common Stock as reported on the New York Stock Exchange on
January 13, 1995.
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is currently included
in the respective prospectuses for the Parker Drilling Company 1994 Executive
Stock Option Plan, the Parker Drilling Company Non-Employee Director Stock
Option Plan, and the Parker Drilling Company Limited Deferred Compensation
Plan for Non-Resident Aliens, and is not being filed in accordance with the
rules and regulations of the Securities and Exchange Commission (the "SEC")
with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents filed by Parker Drilling Company (the
"Registrant") with the SEC are incorporated in this registration statement by
reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1994 (File No. 1-7573):
2. All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report
referred to above; and
3. The description of the Registrant's Common Stock (the "Common
Stock") which is contained in the Registrant's registration
statement filed pursuant to Section 12 of the Exchange Act and all
amendments thereto and reports filed for the purpose of updating
such description.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof
and prior to the filing of a post-effective amendment indicating that all
securities offered pursuant to this registration statement have been sold or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement.
II - 1
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<PAGE>
Item 4. DESCRIPTION OF SECURITIES.
--------------------------
Not Applicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
William W. Pritchard, whose opinion of counsel is attached hereto as
Exhibit 5, is Vice President and General Counsel of the Company. As of
December 31, 1994, Mr. Pritchard directly and indirectly beneficially
owned, subject in some cases to certain restrictions, 49,739 shares of
common stock. Mr. Pritchard is eligible to participate in the Parker
Drilling Company 1994 Executive Stock Option Plan and has been granted
an incentive stock option thereunder to purchase 67,000 shares.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Article Twelve ("Article Twelve") of the Company's Restated Certificate
of Incorporation (the "Company Certificate") limits the scope of personal
liability of the Company's directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, and, along with
Article Eleven of the By-Laws of the Company ("Article Eleven"), defines the
rights of the Company directors and officers to indemnification by the Company
in the event of personal liability or expenses incurred by them as a result of
certain litigation against them. Set forth below are descriptions of Article
Twelve and Article Eleven.
The Delaware General Corporation Law (the "GCL") empowers the Company to
indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent
of the Company or is or was serving as such with respect to another
corporation or other entity at the request of the Company.
In addition, the GCL authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. Article
Twelve of the Company Certificate limits the liability of the directors to the
Company or its stockholders (in their capacity as directors but not in their
capacity as officers) to the fullest extent permitted by the GCL. Article
Eleven of the Company's By-laws provide that the Company shall indemnify any
director or officer serving as such at the request of the Corporation for all
loss, expenses, costs and legal fees reasonably incurred by him arising out of
any actions, suit or proceeding in which he may be involved by reason of his
association with the Company. The By-laws do not allow indemnification where
such director or officer has
II - 2
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<PAGE>
been finally adjudged derelict in the performance of his duties as an officer
or director. The By-laws provide that these rights are not exclusive of other
rights which any director or officer may be entitled.
The directors and officers of the Company are covered by an insurance
policy, indemnifying them against certain civil liabilities, including certain
liabilities under the federal securities laws, which might be incurred by them
in such capacity. Further, the Company has entered into indemnification
agreements with each member of the board of directors which provide for
additional indemnification. The form of indemnification agreement was
described on pages 14-16 in the Company's Notice of and Proxy for the Annual
Meeting of Stockholders held on December 17, 1986, and such description is
hereby incorporated in this registration statement by reference.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not Applicable.
Item 8. EXHIBITS.
---------
4.1 Parker Drilling Company 1994 Executive Stock Option Plan.
4.2 Form of the Incentive Stock Option Agreement under the Parker
Drilling Company 1994 Executive Stock Option Plan.
4.3 Form of the Non-Qualified Stock Option Agreement under the Parker
Drilling Company 1994 Executive Stock Option Plan.
4.4 Parker Drilling Company 1994 Non-Employee Director Stock Option
Plan.
4.5 Form of the Non-Employee Director Stock Option Agreement under the
Parker Drilling Company 1994 Non-Employee Director Stock Option
Plan.
4.6 Parker Drilling Company Deferred Compensation Plan for Non-
Resident Aliens.
4.7 Restated Articles of Incorporation of the Company, as amended
(incorporated herein by reference to Exhibit 3a to the Company's
Annual Report on Form 10-K for the year ended August 31, 1989, as
amended on Form 8 dated November 21, 1989).
II - 3
<PAGE>
<PAGE>
4.8 By-laws of the Company, as amended (incorporated herein by
reference to Exhibit 3b to the Company's Annual Report on
Form 10-K for the year ended August 31, 1992).
5 Opinion of counsel as to legality of securities.
15 Letter of Coopers & Lybrand, independent certified public
accountants, re unaudited interim financial information.
23.1 Consent of Coopers & Lybrand, independent certified public
accountants (included in Part II hereof).
23.2 Consent of counsel (included in Exhibit 5 hereto).
24 Power of Attorney
Item 9. UNDERTAKINGS.
-------------
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually, or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
------------------
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
II - 4
<PAGE>
<PAGE>
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
2. The Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment and each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers of the
Registrant and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Registrant has been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II - 5
<PAGE>
<PAGE> SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on the
17th day of January, 1995.
PARKER DRILLING COMPANY
By:/s/ ROBERT L. PARKER JR.*
-------------------------
Robert L. Parker Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th day of January, 1995.
<TABLE>
<CAPTION>
Signature Title
- --------- ------
<S> <C>
/s/ROBERT L. PARKER*
- ------------------------
Robert L. Parker Chairman of the Board and Director
/s/ ROBERT L. PARKER JR.*
- -------------------------
Robert L. Parker Jr. President, Chief Executive Officer and Director
/s/ JAMES J. DAVIS*
- -------------------------
James J. Davis Chief Financial Officer
/s/ RANDALL L. ELLIS*
- -------------------------
Randall L. Ellis Controller and Principal Accounting Officer
/s/ DAVID L. FIST*
- -------------------------
David L. Fist Director
/s/ JAMES W. LINN*
- -------------------------
James W. Linn Director
Being a majority of the Board of Directors
*By: /s/ WILLIAM W. PRITCHARD
-------------------------
William W. Pritchard
As Attorney in Fact pursuant to the power of attorney included as
Exhibit 24 to this registration statement
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document
4.1 Parker Drilling Company 1994 Executive Stock Option Plan.
4.2 Form of the Incentive Stock Option Agreement under the Parker
Drilling Company 1994 Executive Stock Option Plan.
4.3 Form of the Non-Qualified Stock Option Agreement under the Parker
Drilling Company 1994 Executive Stock Option Plan.
4.4 Parker Drilling Company 1994 Non-Employee Director Stock Option
Plan.
4.5 Form of the Non-Employee Director Stock Option Agreement under the
Parker Drilling Company 1994 Non-Employee Director Stock Option
Plan.
4.6 Parker Drilling Company Deferred Compensation Plan for Non-
Resident Aliens.
4.7 Restated Articles of Incorporation of the Company, as amended
(incorporated herein by reference to Exhibit 3a to the Company's
Annual Report on Form 10-K for the year ended August 31, 1989, as
amended on Form 8 dated November 21, 1989).
4.8 By-laws of the Company, as amended (incorporated herein by
reference to Exhibit 3b to the Company's Annual Report on
Form 10-K for the year ended August 31, 1992).
5 Opinion of counsel as to legality of securities.
15 Letter of Coopers & Lybrand, independent certified public
accountants, re unaudited interim financial information.
23.1 Consent of Coopers & Lybrand, independent certified public
accountants.
23.2 Consent of counsel (included in Exhibit 5 hereto).
24 Power of Attorney
<PAGE>
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 4.1
-----------
Parker Drilling Company
1994 Executive Stock Option Plan
<PAGE>
PARKER DRILLING COMPANY
1994 EXECUTIVE STOCK OPTION PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
ARTICLE I Establishment........................................... 1
1.1 Purpose................................................. 1
ARTICLE II Definitions............................................. 1
2.1 Affiliate............................................... 1
2.2 Agreement or Award Agreement............................ 1
2.3 Award................................................... 1
2.4 Board of Directors or Board............................. 1
2.5 Cause................................................... 2
2.6 Change in Control and Change in
Control Price........................................... 2
2.7 Code or Internal Revenue Code........................... 2
2.8 Commission.............................................. 2
2.9 Committee............................................... 2
2.10 Common Stock............................................ 2
2.11 Company................................................. 2
2.12 Deferred Stock.......................................... 2
2.13 Disability.............................................. 2
2.14 Disinterested Person.................................... 3
2.15 Effective Date.......................................... 3
2.16 Exchange Act............................................ 3
2.17 Fair Market Value....................................... 3
2.18 Grant Date.............................................. 3
2.19 Incentive Stock Option.................................. 3
2.20 Nonqualified Stock Option............................... 3
2.21 Option Period........................................... 3
2.22 Option Price............................................ 3
2.23 Participant............................................. 3
2.24 Plan.................................................... 4
2.25 Representative.......................................... 4
2.26 Restricted Stock........................................ 4
2.27 Retirement.............................................. 4
2.28 Rule 16b-3.............................................. 4
2.29 Securities Act.......................................... 4
2.30 Stock Appreciation Right................................ 4
2.31 Stock Option or Option.................................. 4
2.32 Termination of Employment................................4
</TABLE>
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</PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
ARTICLE III Aministration........................................... 5
3.1 Committee Structure and Authority....................... 5
ARTICLE IV Stock Subject to Plan................................... 7
4.1 Number of Shares........................................ 7
4.2 Release of Shares....................................... 7
4.3 Restrictions on Shares.................................. 8
4.4 Shareholder Rights...................................... 8
4.5 Best Efforts to Register................................ 8
4.6 Anti-Dilution........................................... 9
ARTICLE V Eligibility............................................. 9
5.1 Eligibility............................................. 9
ARTICLE VI Stock Options........................................... 9
6.1 General................................................. 9
6.2 Grant and Exercise......................................10
6.3 Terms and Conditions....................................10
6.4 Termination by Reason of Death,
Disability or Retirement................................12
6.5 Other Termination.......................................12
6.6 Cashing Out of Option...................................13
ARTICLE VII Stock Appreciation Rights...............................13
7.1 General.................................................13
7.2 Grant...................................................13
7.3 Terms and Conditions....................................14
ARTICLE VIII Restricted Stock........................................15
8.1 General.................................................15
8.2 Awards and Certificates.................................16
8.3 Terms and Conditions....................................16
ARTICLE IX Deferred Stock..........................................17
9.1 General.................................................17
9.2 Terms and Conditions....................................17
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
ARTICLE X Change in Control Provisions........................... 18
10.1 Impact of Event........................................ 18
10.2 Definition of Change in Control........................ 19
10.3 Change in Control Price................................ 20
ARTICLE XI MISCELLANEOUS.......................................... 21
11.1 Amendments and Termination............................. 21
11.2 Unfunded Status of Plan................................ 22
11.3 General Provisions..................................... 22
11.4 Mitigation of Excise Tax............................... 23
11.5 Rights with Respect to Continuance
of Employment.......................................... 23
11.6 Awards in Substitution for Awards
Granted by Other Corporations.......................... 23
11.7 Procedure for Adoption................................. 24
11.8 Procedure for Withdrawal............................... 24
11.9 Delay.................................................. 24
11.10 Headings............................................... 24
11.11 Severability........................................... 24
11.12 Successors and Assigns................................. 24
11.13 Entire Agreement....................................... 25
</TABLE>
-iii-<PAGE>
<PAGE>
PARKER DRILLING COMPANY
1994 EXECUTIVE STOCK OPTION PLAN
ARTICLE I
Establishment
I. Purpose.
The Parker Drilling Company 1994 Executive Stock Option Plan ("Plan") is
hereby established by Parker Drilling Company ("Company"). The purpose of the
Plan is to promote the overall financial objectives of the Company and its
shareholders by motivating those persons selected to participate in the Plan
to achieve long-term growth in shareholder equity in the Company and by
retaining the association of those individuals who are instrumental in
achieving this growth. The Plan and the grant of awards thereunder is
expressly conditioned upon the Plan's approval by the security holders of the
Company. The Plan is adopted effective as of December 14, 1994.
ARTICLE II
Definitions
For purposes of the Plan, the following terms are defined as set forth
below:
2.1 "Affiliate" means any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated association or other
entity (other than the Company) that directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control
with, the Company including, without limitation, any member of an affiliated
group of which the Company is a common parent corporation as provided in
Section 1504 of the Code.
2.2 "Agreement" or "Award Agreement" means, individually or
collectively, any agreement entered into pursuant to the Plan pursuant to
which an Award is granted to a Participant.
2.3 "Award" means a Stock Option, Stock Appreciation Right, Restricted
Stock or Deferred Stock.
2.4 "Board of Directors" or "Board" means the Board of Directors of the
Company.
2.5 "Cause" shall mean, for purposes of whether and when a Participant
has incurred a Termination of Employment for Cause, any act or omission which
permits the Company to terminate the written agreement or arrangement between
the Participant and the Company or an Affiliate for Cause as defined in such
agreement or arrangement, or in the event there is no such agreement or
arrangement or the agreement or arrangement does not define the term "cause,"
then Cause shall mean an act or acts of dishonesty by the Participant
constituting a felony under applicable law and resulting or intending to
result directly or indirectly in gain to or personal enrichment of the
Participant at the Company's expense. Notwithstanding the foregoing, the
Participant shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to him or her a copy of a resolution,
duly adopted by the affirmative vote of not less than a majority of the entire
membership of the Board at a meeting of the Board called and held for that
<PAGE>
<PAGE>
purpose (after reasonable notice to him or her has been given or has been made
and an opportunity for him or her, together with his or her counsel, to be
heard before the Board), finding that in the good faith opinion of the Board
the Participant was guilty of conduct set forth above in the previous sentence
of this Section and specifying the particulars thereof in detail.
2.6 "Change in Control" and "Change in Control Price" have the meanings
set forth in Sections 10.2 and 10.3, respectively.
2.7 "Code" or "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, final Treasury Regulations thereunder and any subsequent
Internal Revenue Code.
2.8 "Commission" means the Securities and Exchange Commission or any
successor agency.
2.9 "Committee" means the person or persons appointed by the Board of
Directors to administer the Plan, as further described in the Plan.
2.10 "Common Stock" means the shares of the regular voting Common Stock,
$.16 2/3 par value, whether presently or hereafter issued, and any other stock
or security resulting from adjustment thereof as described hereinafter or the
common stock of any successor to the Company which is designated for the
purpose of the Plan.
2.11 "Company" means Parker Drilling Company, a Delaware corporation,
and includes any successor or assignee corporation or corporations into which
the Company may be merged, changed or consolidated; any corporation for whose
securities the securities of the Company shall be exchanged; and any assignee
of or successor to substantially all of the assets of the Company.
2.12 "Deferred Stock" means an award made pursuant to Article IX.
2.13 "Disability" means permanent and total disability as determined
under procedures established by the Committee for purposes of the Plan.
Notwithstanding the foregoing, a Disability shall not qualify under this Plan
if it is the result of (i) a willfully self-inflicted injury or willfully
self-induced sickness; or (ii) an injury or disease contracted, suffered, or
incurred, while participating in a criminal offense. The determination of
Disability shall be made by the Committee. The determination of Disability
for purposes of this Plan shall not be construed to be an admission of
disability for any other purpose.
2.14 "Disinterested Person" shall have the meaning set forth in
Rule 16b-3, or any successor definition adopted by the Commission and shall
mean a person who is also an "outside director" under Section 162(m) of the
Code.
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<PAGE>
2.15 "Effective Date" means December 14, 1994.
2.16 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
2.17 "Fair Market Value" means the mean, as of any given date, between
the highest and lowest reported sales prices of the Common Stock on the New
York Stock Exchange or, if not listed on such exchange, any other national
exchange on which the Common Stock is listed or on NASDAQ. If there is no
regular public trading market for such stock, the Fair Market Value of the
Common Stock shall be determined by the Committee in good faith.
2.18 "Grant Date" means the date that as of which an Award is granted
pursuant to the Plan.
2.19 "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.
2.20 "Nonqualified Stock Option" means an Option to purchase Common
Stock in the Company granted under the Plan other than an Incentive Stock
Option within the meaning of Section 422 of the Code.
2.21 "Option Period" means the period during which the Option shall be
exercisable in accordance with the Agreement and Article VI.
2.22 "Option Price" means the price at which the Common Stock may be
purchased under an Option as provided in Section 6.3.
2.23 "Participant" means a person who satisfies the eligibility
conditions of Article V and to whom an Award has been granted by the Committee
under the Plan, and in the event a Representative is appointed for a
Participant or a former spouse becomes a Representative, then the term
"Participant" shall mean such appointed Representative, successor,
Representative, or former spouse as the case may be. The term shall also
include any person or entity to whom an Option has been transfered including a
trust for the benefit of the Participant, the Participant's parents, spouse or
descendants, a partnership, the partners of which include any of the
foregoing, or a custodian under a uniform gifts to minors act or similar
statute for the benefit of the Participant's descendants, to the extent
permitted herein. Notwithstanding the foregoing, the term "Termination of
Employment" shall mean the Termination of Employment of the Participant.
2.24 "Plan" means the Parker Drilling Company 1994 Executive Stock
Option Plan, as herein set forth and as may be amended from time to time.
2.25 "Representative" means (a) the person or entity acting as the
executor or administrator of a Participant's estate pursuant to the last will
and testament of a Participant or pursuant to the laws of the jurisdiction in
which the Participant had the Participant's primary residence at the date of
the Participant's death; (b) the person or entity acting as the guardian or
temporary guardian of a
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<PAGE>
Participant; (c) the person or entity which is the beneficiary of the
Participant upon or following the Participant's death; or (d) any person to
whom an Option has been permissibly transferred; provided that only one of the
foregoing shall be the Representative at any point in time as determined under
applicable law and recognized by the Committee.
2.26 "Restricted Stock" means an award under Article VIII.
2.27 "Retirement" means the Participant's Termination of Employment
after attaining either the normal retirement age or the early retirement age
as defined in the principal (as determined by the Committee) tax-qualified
plan of the Company or an Affiliate, if the Participant is covered by such
plan, and if the Participant is not covered by such a plan, then age 65, or
age 55 with the accrual of 10 years of service.
2.28 "Rule 16b-3" means Rule 16b-3, as promulgated under the Exchange
Act, as amended from time to time, or any successor thereto.
2.29 "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
2.30 "Stock Appreciation Right" means a right granted under Article VII.
2.31 "Stock Option" or "Option" means an option granted under
Article VI.
2.32 "Termination of Employment" means the occurrence of any act or
event whether pursuant to an employment agreement or otherwise that actually
or effectively causes or results in the person's ceasing, for whatever reason,
to be an officer, employee or consultant of the Company or of any Affiliate,
or to be an officer, employee or consultant of any entity that provides
services to the Company or an Affiliate, including, without limitation, death,
Disability, dismissal, severance at the election of the Participant,
Retirement, or severance as a result of the discontinuance, liquidation, sale
or transfer by the Company or its Affiliates of all businesses owned or
operated by the Company or its Affiliates. With respect to any person who is
not an employee with respect to the Company or an Affiliate, the Agreement
shall establish what act or event shall constitute a Termination of Employment
for purposes of the Plan. A Termination of Employment shall occur to an
employee who is employed by an Affiliate if the Affiliate shall cease to be an
Affiliate and the Participant shall not immediately thereafter become an
employee of the Company or an Affiliate.
In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.
ARTICLE III
Administration
3.1 Committee Structure and Authority. The Plan shall be administered by
the Committee which, except as provided herein, may be comprised of one or
more persons. The Committee shall be the Compensation Committee of the Board
of Directors, unless such committee does not exist or the Board establishes a
committee whose sole purpose is the administration of this Plan; provided that
only those members of the Compensation Committee of the Board who participate
in the decision relative to Awards under the Plan shall be deemed to be part
of the "Committee" for purposes of the Plan. In the absence of an
appointment, the Board or the portion thereof that is a Disinterested Person
shall be the Committee. A majority of the Committee shall constitute a quorum
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at any meeting thereof (including telephone conference) and the acts of a
majority of the members present, or acts approved in writing by a majority of
the entire Committee without a meeting, shall be the acts of the Committee for
purposes of this Plan. The Committee may authorize any one or more of its
members or an officer of the Company to execute and deliver documents on
behalf of the Committee. A member of the Committee shall not exercise any
discretion respecting himself or herself under the Plan. The Board shall have
the authority to remove, replace or fill any vacancy of any member of the
Committee upon notice to the Committee and the affected member. Any member of
the Committee may resign upon notice to the Board. The Committee may allocate
among one or more of its members, or may delegate to one or more of its
agents, such duties and responsibilities as it determines.
Among other things, the Committee shall have the authority, subject to
the terms of the Plan:
(a) to select those persons to whom Awards may be granted from
time to time;
(b) to determine whether and to what extent Stock Options, Stock
Appreciation Rights, Restricted Stock and Deferred Stock or any
combination thereof are to be granted hereunder;
(c) to determine the number of shares of Common Stock to be
covered by each Award granted hereunder;
(d) to determine the terms and conditions of any Award granted
hereunder (including, but not limited to, the Option Price, the Option
Period, any exercise restriction or limitation and any exercise
acceleration or forfeiture waiver regarding any Award and the shares of
Common Stock relating thereto);
(e) to adjust the terms and conditions, at any time or from time
to time, of any Award, subject to the limitations of Section 11.1;
(f) to determine to what extent and under what circumstances
Common Stock and other amounts payable with respect to an Award shall be
deferred;
(g) to determine under what circumstances an Award may be settled
in cash or Common Stock.
(h) to provide for the forms of Agreement to be utilized in
connection with this Plan;
(i) to determine whether a Participant has a Disability or a
Retirement;
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(j) to determine what securities law requirements are applicable
to the Plan, Awards, and the issuance of shares of Common Stock and to
require of a Participant that appropriate action be taken with respect
to such requirements;
(k) to cancel, with the consent of the Participant or as otherwise
provided in the Plan or an Agreement, outstanding Awards;
(l) to interpret and make a final determination with respect to
the remaining number of shares of Common Stock available under
Article IV;
(m) to require as a condition of the exercise of an Award or the
issuance or transfer of a certificate of Common Stock, the withholding
from a Participant of the amount of any federal, state or local taxes
as may be necessary in order for the Company or any other employer to
obtain a deduction or as may be otherwise required by law;
(n) to determine whether and with what effect an individual has
incurred a Termination of Employment;
(o) to determine whether the Company or any other person has a
right or obligation to purchase Common Stock from a Participant and, if
so, the terms and conditions on which such Common Stock is to be
purchased;
(p) to determine the restrictions or limitations on the transfer
of Common Stock;
(q) to determine whether an Award is to be adjusted, modified or
purchased, or is to become fully exercisable, under the Plan or the
terms of an Agreement;
(r) to determine the permissible methods of Award exercise and
payment, including cashless exercise arrangements;
(s) to adopt, amend and rescind such rules and regulations as, in
its opinion, may be advisable in the administration of the Plan; and
(t) to appoint and compensate agents, counsel, auditors or other
specialists to aid it in the discharge of its duties.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of
the Plan and any Award issued under the Plan (and any Agreement) and to
otherwise supervise the administration of the Plan. The Committee's policies
and procedures may differ with respect to Awards granted at different times or
to different Participants.
Any determination made by the Committee pursuant to the provisions of
the Plan shall be made in its sole discretion, and in the case of any
determination relating to an Award, may be made at the time of the grant of
the Award or, unless in contravention of any express term of the Plan or an
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Agreement, at any time thereafter. All decisions made by the Committee
pursuant to the provisions of the Plan shall be final and binding on all
persons, including the Company and Participants. Any determination shall not
be subject to de novo review if challenged in court.
ARTICLE IV
Stock Subject to Plan
4.1 Number of Shares. Subject to the adjustment under Section 4.6, the
total number of shares of Common Stock reserved and available for distribution
pursuant to Awards under the Plan shall be 2,400,000 shares of Common Stock
authorized for issuance on the Effective Date. Such shares may consist, in
whole or in part, of authorized and unissued shares or treasury shares.
4.2 Release of Shares. Subject to Section 7.3(f), if any shares of
Common Stock that have been optioned cease to be subject to an Award, if any
shares of Common Stock that are subject to any Award are forfeited, if any
Award otherwise terminates without issuance of shares of Common Stock being
made to the Participant, or if any shares (whether or not restricted) of
Common Stock that were previously issued under the Plan are received in
connection with the exercise of an Award, such shares, in the discretion of
the Committee, may again be available for distribution in connection with
Awards under the Plan.
4.3 Restrictions on Shares. Shares of Common Stock issued upon exercise
of an Award shall be subject to the terms and conditions specified herein and
to such other terms, conditions and restrictions as the Committee in its
discretion may determine or provide in the Award Agreement. The Company shall
not be required to issue or deliver any certificates for shares of Common
Stock, cash or other property prior to (i) the listing of such shares on any
stock exchange (or other public market) on which the Common Stock may then be
listed (or regularly traded), (ii) the completion of any registration or
qualification of such shares under federal or state law, or any ruling or
regulation of any government body which the Committee determines to be
necessary or advisable, and (iii) the satisfaction of any applicable
withholding obligation in order for the Company or an Affiliate to obtain a
deduction with respect to the exercise of an Award. The Company may cause any
certificate for any share of Common Stock to be delivered to be properly
marked with a legend or other notation reflecting the limitations on transfer
of such Common Stock as provided in this Plan or as the Committee may
otherwise require. The Committee may require any person exercising an Award
to make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of the shares of
Common Stock in compliance with applicable law or otherwise. Fractional
shares shall not be delivered, but shall be rounded to the next lower whole
number of shares.
4.4 Shareholder Rights. No person shall have any rights of a shareholder
as to shares of Common Stock subject to an Award until, after proper exercise
of the Award or other action required, such shares shall have been recorded on
the Company's official shareholder records as having been issued or
transferred. Upon exercise of the Award or any portion thereof, the Company
will have thirty (30) days in which to issue the shares, and the Participant
will not be treated as a shareholder for any purpose whatsoever prior to such
issuance. No adjustment shall be made for cash dividends or other rights for
which the record date is prior to the date such shares are recorded as issued
or transferred in the Company's official shareholder records, except as
provided herein or in an Agreement.
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4.5 Best Efforts To Register. The Company will register under the
Securities Act the Common Stock delivered or deliverable pursuant to Awards on
Commission Form S-8 if available to the Company for this purpose (or any
successor or alternate form that is substantially similar to that form to the
extent available to effect such registration), in accordance with the rules
and regulations governing such forms, as soon as such forms are available for
registration to the Company for this purpose. The Company will use its best
efforts to cause the registration statement to become effective as soon as
possible and will file such supplements and amendments to the registration
statement as may be necessary to keep the registration statement in effect
until the earliest of (a) one year following the expiration of the Option
Period of the last Option outstanding, (b) the date the Company is no longer a
reporting company under the Exchange Act and (c) the date all Participants
have disposed of all shares delivered pursuant to any Award. The Company may
delay the foregoing obligation if the Committee reasonably determines that any
such registration would materially and adversely affect the Company's
interests or if there is no material benefit to Participants.
4.6 Anti-Dilution. In the event of any Company stock dividend, stock
split, combination or exchange of shares, recapitalization or other change in
the capital structure of the Company, corporate separation or division of the
Company (including, but not limited to, a split-up, spin-off, split-off or
distribution to Company shareholders other than a normal cash dividend), sale
by the Company of all or a substantial portion of its assets (measured on
either a stand-alone or consolidated basis), reorganization, rights offering,
a partial or complete liquidation, or any other corporate transaction, Company
share offering or event involving the Company and having an effect similar to
any of the foregoing, then the Committee shall adjust or substitute, as the
case may be, the number of shares of Common Stock available for Awards under
the Plan, the number of shares of Common Stock covered by outstanding Awards,
the exercise price per share of outstanding Awards, and any other
characteristics or terms of the Awards as the Committee shall deem necessary
or appropriate to reflect equitably the effects of such changes to the
Participants; provided, however, that any fractional shares resulting from
such adjustment shall be eliminated by rounding to the next lower whole number
of shares with appropriate payment for such fractional share as shall
reasonably be determined by the Committee.
ARTICLE V
Eligibility
5.1 Eligibility. Except as herein provided, the persons who shall be
eligible to participate in the Plan and be granted Awards shall be those
persons who are officers, employees and consultants of the Company or any
subsidiary who shall be in a position, in the opinion of the Committee, to
make contributions to the growth, management, protection and success of the
Company and its subsidiaries. Of those persons described in the preceding
sentence, the Committee may, from time to time, select
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persons to be granted Awards and shall determine the terms and conditions with
respect thereto. In making any such selection and in determining the form of
the Award, the Committee may give consideration to the functions and
responsibilities of the person's contributions to the Company and its
subsidiaries, the value of the individual's service to the Company and its
subsidiaries and such other factors deemed relevant by the Committee. The
Committee may designate any person who is not eligible to participate in the
Plan if such person would otherwise be eligible to participate in the Plan
(and members of the Committee are excluded to the extent such persons are
intended as Disinterested Persons).
ARTICLE VI
STOCK OPTIONS
6.1 General. The Committee shall have authority to grant Options under
the Plan at any time or from time to time. Stock Options may be granted alone
or in addition to other Awards and may be either Incentive Stock Options or
Non-Qualified Stock Options. An Option shall entitle the Participant to
receive shares of Common Stock upon exercise of such Option, subject to the
Participant's satisfaction in full of any conditions, restrictions or
limitations imposed in accordance with the Plan or an Agreement (the terms and
provisions of which may differ from other Agreements) including without
limitation, payment of the Option Price. During any calendar year, Options
for no more than 200,000 shares of Common Stock shall be granted to any
Participant.
6.2 Grant and Exercise. The grant of a Stock Option shall occur as of
the date the Committee determines. Each Option granted under this Plan shall
be evidenced by an Agreement, in a form approved by the Committee, which shall
embody the terms and conditions of such Option and which shall be subject to
the express terms and conditions set forth in the Plan. Such Agreement shall
become effective upon execution by the Participant. Only a person who is a
common-law employee of the Company, any parent corporation of the Company or a
subsidiary (as such terms are defined in Section 424 of the Code) on the date
of grant shall be eligible to be granted an Option which is intended to be and
is an Incentive Stock Option. To the extent that any Stock Option is not
designated as an Incentive Stock Option or even if so designated does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified
Stock Option. Anything in the Plan to the contrary notwithstanding, no term
of the Plan relating to Incentive Stock Options shall be interpreted, amended
or altered, nor shall any discretion or authority granted under the Plan be
exercised, so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any Incentive
Stock Option under such Section 422.
6.3 Terms and Conditions. Stock Options shall be subject to such terms
and conditions as shall be determined by the Committee, including the
following:
(a) Option Period. The Option Period of each Stock Option shall be fixed
by the Committee; provided that no Non-Qualified Stock Option shall be
exercisable more than fifteen (15) years after the date the Stock Option is
granted. In the case of an Incentive Stock Option, the Option Period shall
not exceed ten (10) years from the date of grant or five (5) years in the case
of an individual who owns more than ten percent (10%) of the combined voting
power of all classes of stock of the
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Company, a corporation which is a parent corporation of the Company or any
subsidiary of the Company (each as defined in Section 424 of the Code). No
Option which is intended to be an Incentive Stock Option shall be granted more
than ten (10) years from the date the Plan is adopted by the Company or the
date the Plan is approved by the shareholders of the Company, whichever is
earlier.
(b) Option Price. The Option Price per share of the Common Stock
purchasable under an Option shall be determined by the Committee, but in no
event shall the Option Price be less than 50% of the Fair Market Value on the
Grant Date. If such Option is intended to qualify as an Incentive Stock
Option, the Option Price per share shall be not less than the Fair Market
Value per share on the date the Option is granted, or where granted to an
individual who owns or who is deemed to own stock possessing more than ten
percent (10%) of the combined voting power of all classes of stock of the
Company, a corporation which is a parent corporation of the Company or any
subsidiary of the Company (each as defined in Section 424 of the Code), not
less than one hundred ten percent (110%) of such Fair Market Value per share.
(c) Exercisability. Subject to Section 10.1, Stock Options shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee. If the Committee provides that any
Stock Option is exercisable only in installments, the Committee may at any
time waive such installment exercise provisions, in whole or in part. In
addition, the Committee may at any time accelerate the exercisability of any
Stock Option.
(d) Method of Exercise. Subject to the provisions of this Article VI, a
Participant may exercise Stock Options, in whole or in part, at any time
during the Option Period by the Participant's giving written notice of
exercise on a form provided by the Committee (if available) to the Company
specifying the number of shares of Common Stock subject to the Stock Option to
be purchased. Such notice shall be accompanied by payment in full of the
purchase price by cash or check or such other form of payment as the Company
may accept. If approved by the Committee, payment in full or in part may also
be made (i) by delivering Common Stock already owned by the Participant having
a total Fair Market Value on the date of such delivery equal to the Option
Price; (ii) by the execution and delivery of a note or other evidence of
indebtedness (and any security agreement thereunder) satisfactory to the
Committee and permitted in accordance with Section 6.3(e); (iii) by
authorizing the Company to retain shares of Common Stock which would otherwise
be issuable upon exercise of the Option having a total Fair Market Value on
the date of delivery equal to the Option Price; (iv) by the delivery of cash
or the extension of credit by a broker-dealer to whom the Participant has
submitted a notice of exercise or otherwise indicated an intent to exercise an
Option (in accordance with Part 220, Chapter II, Title 12 of the Code of
Federal Regulations, so-called "cashless" exercise); or (v) by any combination
of the foregoing. If payment of the Option Price of a Non-Qualified Stock
Option is made in whole or in part in the form of Restricted Stock or Deferred
Stock, the number of shares of Common Stock to be received upon such exercise
equal to the number of shares of Restricted Stock or Deferred Stock used for
payment of the Option Price shall be subject to the same forfeiture
restrictions or deferral limitations to which such Restricted Stock or
Deferred Stock was subject, unless otherwise determined by the Committee. In
the case of an Incentive Stock Option, the right to make a payment in the form
of already owned shares of Common Stock of the same class as the Common Stock
subject to the Stock Option may be authorized only at the time the Stock
Option is granted. No shares of Common Stock shall be issued until full
payment therefor has been made. Subject to any forfeiture restrictions or
deferral limitations that may apply if a Stock Option is exercised using
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Restricted Stock or Deferred Stock, a Participant shall have all of the rights
of a shareholder of the Company holding the class of Common Stock that is
subject to such Stock Option (including, if applicable, the right to vote the
shares and the right to receive dividends), when the Participant has given
written notice of exercise, has paid in full for such shares and such shares
have been recorded on the Company's official shareholder records as having
been issued or transferred.
(e) Company Loan or Guarantee. Upon the exercise of any Option and
subject to the pertinent Agreement and the discretion of the Committee, the
Company may at the request of the Participant:
(i) lend to the Participant, with recourse, an amount equal to
such portion of the Option Price as the Committee may determine; or
(ii) guarantee a loan obtained by the Participant from a third-
party for the purpose of tendering the Option Price.
The terms and conditions of any loan or guarantee, including the term,
interest rate, and any security interest thereunder, shall be determined by
the Committee, except that no extension of credit or guarantee shall obligate
the Company for an amount to exceed the lesser of the aggregate Fair Market
Value per share of the Common Stock on the date of exercise, less the par
value of the shares of Common Stock to be purchased upon the exercise of the
Award, or the amount permitted under applicable laws or the regulations and
rules of the Federal Reserve Board and any other governmental agency having
jurisdiction.
(f) Non-transferability of Options. Except as provided in an Agreement,
no Stock Option or interest therein shall be transferable by the Participant
other than by will or by the laws of descent and distribution, and all Stock
Options shall be exercisable during the Participant's lifetime only by the
Participant. Notwithstanding the foregoing, if and to the extent
transferability is permitted by and exempt under Rule 16b-3 and except as
otherwise provided herein or by an Agreement, every Option granted hereunder
shall be freely transferable.
6.4 Termination by Reason of Death, Disability or Retirement. Unless
otherwise provided in an Agreement or determined by the Committee, if a
Participant incurs a Termination of Employment due to death, Disability or
Retirement, any unexpired and unexercised Stock Option held by such
Participant shall thereafter be fully exercisable for a period of five (5)
years (or such other period or no period as the Committee may specify)
immediately following the date of such death, Disability or Retirement (as
applicable) or until the expiration of the Option Period, whichever period is
the shorter. In the event of Termination of Employment by reason of
Disability, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the Code, such
Stock Option will thereafter be treated as a Non-Qualified Stock Option.
6.5 Other Termination. Unless otherwise provided in an Agreement or
determined by the
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Committee, if a Participant incurs a Termination of Employment that is not due
to death, Retirement, Disability or with Cause) any Stock Option held by such
Participant shall thereupon terminate, except that such Stock Option, to the
extent then exercisable, may be exercised for the lesser of a period of two
(2) years commencing with the date of such Termination of Employment or until
the expiration of the Option Period, or in the case of a voluntary Termination
of Employment (other than due to death, Retirement, Disability or with Cause),
for a period of six (6) months commencing with the date of such Termination of
Employment in the case of a voluntary Termination of Employment or until the
expiration of the Option Period, whichever is less. If the Participant incurs
a Termination of Employment which is with Cause, the Option shall terminate
immediately. The death, Disability or Retirement of a Participant after a
Termination of Employment otherwise provided herein shall not extend the
exercisability of the time permitted to exercise an Option.
6.6 Cashing Out of Option. On receipt of written notice of exercise, the
Committee may elect to cash out all or part of the portion of any Stock Option
to be exercised by paying the Participant an amount, in cash or Common Stock,
equal to the excess of the Fair Market Value of the Common Stock that is
subject to the Option over the Option Price times the number of shares of
Common Stock subject to the Option on the effective date of such cash out.
Cash outs relating to Options held by Participants who are actually or
potentially subject to Section 16(b) of the Exchange Act shall comply with the
"window period" provisions of Rule 16b-3, to the extent applicable, and, in
the case of cash outs of Non-Qualified Stock Options held by such
Participants, the Committee may determine Fair Market Value under the pricing
rule set forth in Section 7.3(b).
ARTICLE VII
STOCK APPRECIATION RIGHTS
7.1 General. The Committee shall have authority to grant Stock
Appreciation Rights under the Plan at any time or from time to time. Subject
to the Participant's satisfaction in full of any conditions, restrictions or
limitations imposed in accordance with the Plan or an Agreement, a Stock
Appreciation Right shall entitle the Participant to surrender to the Company
the Stock Appreciation Right and to be paid therefor in shares of the Common
Stock, cash or a combination thereof as herein provided, the amount described
in Section 7.3(b).
7.2 Grant. Stock Appreciation Rights may be granted in conjunction with
all or part of any Stock Option granted under the Plan in which case the
exercise of the Stock Appreciation Right shall require the cancellation of a
corresponding portion of the Stock Option and the exercise of the Stock Option
will result in the cancellation of a corresponding portion of the Stock
Appreciation Right. In the case of a Non-Qualified Stock Option, such rights
may be granted either at or after the time of grant of such Stock Option. In
the case of an Incentive Stock Option, such rights may be granted only at the
time of grant of such Stock Option. A Stock Appreciation Right may also be
granted on a stand alone basis. The grant of a Stock Appreciation Right shall
occur as of the date the Committee determines. Each Stock Appreciation Right
granted under this Plan shall be evidenced by an Agreement, which shall embody
the terms and conditions of such Stock Appreciation Right and which shall be
subject to the terms and conditions set forth in the Plan. During any
calendar year, no more than 200,000 Stock Appreciation Rights shall be granted
to any Participant.
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7.3 Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including
the following:
(a) Period and Exercise. The term of a Stock Appreciation Right
shall be established by the Committee. If granted in conjunction with a
Stock Option, the Stock Appreciation Right shall have a term which is
the same as the Option Period and shall be exercisable only at such time
or times and to the extent the related Stock Options would be
exercisable in accordance with the provisions of Article VI. A Stock
Appreciation Right which is granted on a stand alone basis shall be for
such period and shall be exercisable at such times and to the extent
provided in an Agreement. Stock Appreciation Rights shall be exercised
by the Participant's giving written notice of exercise on a form
provided by the Committee (if available) to the Company specifying the
portion of the Stock Appreciation Right to be exercised.
(b) Amount. Upon the exercise of a Stock Appreciation Right, a
Participant shall be entitled to receive an amount in cash, shares of
Common Stock or both as determined by the Committee or as otherwise
permitted in an Agreement equal in value to the excess of the Fair
Market Value per share of Common Stock over the Option Price per share
of Common Stock specified in the related Agreement multiplied by the
number of shares in respect of which the Stock Appreciation Right is
exercised. In the case of a Stock Appreciation Right granted on a stand
alone basis, the Agreement shall specify the value to be used in lieu of
the Option Price per share of Common Stock. The aggregate Fair Market
Value per share of the Common Stock shall be determined as of the date
of exercise of such Stock Appreciation Right.
(c) Special Rules. In the case of Stock Appreciation Rights
relating to Stock Options held by Participants who are actually or
potentially subject to Section 16(b) of the Exchange Act:
(i) The Committee may require that such Stock Appreciation
Rights be exercised only in accordance with the applicable "window
period" provisions of Rule 16b-3;
(ii) The Committee may provide that the amount to be paid
upon exercise of such Stock Appreciation Rights (other than those
relating to Incentive Stock Options) during a Rule 16b-3 "window
period" shall be based on the highest mean sales price of the
Common Stock on the principal exchange on which the Common Stock
is traded, NASDAQ or other relevant market for determining value
on any day during such "window period"; and
(iii) no Stock Appreciation Right shall be exercisable
during the first six months of its term, except that this
limitation shall not apply in the event of death or Disability of
the Participant prior to the expiration of the six-month period.
(d) Non-transferability of Stock Appreciation Rights. Stock
Appreciation Rights shall be transferable only when and to the extent
that a Stock Option would be transferable under the Plan unless
otherwise provided in an Agreement.
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(e) Termination. A Stock Appreciation Right shall terminate at
such time as a Stock Option would terminate under the Plan, unless
otherwise provided in an Agreement.
(f) Effect on Shares Under the Plan. To the extent required by
Rule 16b-3, upon the exercise of a Stock Appreciation Right, the Stock
Option or part thereof to which such Stock Appreciation Right is related
shall be deemed to have been exercised for the purpose of the limitation
set forth in Section 4.2 on the number of shares of Common Stock to be
issued under the Plan, but only to the extent of the number of shares of
Common Stock covered by the Stock Appreciation Right at the time of
exercise based on the value of the Stock Appreciation Right at such
time.
(g) Incentive Stock Option. A Stock Appreciation Right granted in
tandem with an Incentive Stock Option shall not be exercisable unless
the Fair Market Value of the Common Stock on the date of exercise
exceeds the Option Price. In no event shall any amount paid pursuant to
the Stock Appreciation Right exceed the difference between the Fair
Market Value on the date of exercise and the Option Price.
ARTICLE VIII
RESTRICTED STOCK
8.1 General. The Committee shall have authority to grant Restricted
Stock under the Plan at any time or from time to time. Shares of Restricted
Stock may be awarded either alone or in addition to other Awards granted under
the Plan. The Committee shall determine the persons to whom and the time or
times at which grants of Restricted Stock will be awarded, the number of
shares of Restricted Shares to be awarded to any Participant, the time or
times within which such Awards may be subject to forfeiture and any other
terms and conditions of the Awards. Each Award shall be confirmed by, and be
subject to the terms of, an Agreement. The Committee may condition the grant
of Restricted Stock upon the attainment of specified performance goals by the
Participant or by the Company or an Affiliate (including a division or
department of the Company or an Affiliate) for or within which the Participant
is primarily employed or upon such other factors or criteria as the Committee
shall determine. The provisions of Restricted Stock Awards need not be the
same with respect to any Participant.
8.2 Awards and Certificates. Notwithstanding the limitations on issuance
of shares of Common Stock otherwise provided in the Plan, each Participant
receiving an Award of Restricted Stock shall be issued a certificate in
respect of such shares of Restricted Stock. Such certificate shall be
registered in the name of such Participant and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such
Award as determined by the Committee. The Committee may require that the
certificates evidencing such shares be held in custody by the Company until
the restrictions thereon shall have lapsed and that, as a condition of any
Award of Restricted Stock, the Participant shall have delivered a stock power,
endorsed in blank, relating to the Common Stock covered by such Award.
8.3 Terms and Conditions. Shares of Restricted Stock shall be subject to
the following terms and conditions:
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(a) Limitations on Transferability. Subject to the provisions of
the Plan and except as provided in an Agreement, during a period set by
the Committee, commencing with the date of such Award (the "Restriction
Period"), the Participant shall not be permitted to sell, assign,
transfer, pledge or otherwise encumber any interest in shares of
Restricted Stock.
(b) Rights. Except as provided in Section 8.3(a), the Participant
shall have, with respect to the shares of Restricted Stock, all of the
rights of a shareholder of the Company holding the class of Common Stock
that is the subject of the Restricted Stock, including, if applicable,
the right to vote the shares and the right to receive any cash
dividends. Unless otherwise determined by the Committee and subject to
the Plan, cash dividends on the class of Common Stock that is the
subject of the Restricted Stock shall be automatically deferred and
reinvested in additional Restricted Stock, and dividends on the class of
Common Stock that is the subject of the Restricted Stock payable in
Common Stock shall be paid in the form of Restricted Stock of the same
class as the Common Stock on which such dividend was paid.
(c) Criteria. Based on service, performance by the Participant or
by the Company or the Affiliate, including any division or department
for which the Participant is employed or such other factors or criteria
as the Committee may determine, the Committee may provide for the lapse
of restrictions in installments and may accelerate the vesting of all or
any part of any Award and waive the restrictions for all or any part of
such Award.
(d) Forfeiture. Unless otherwise provided in an Agreement or
determined by the Committee, if the Participant incurs a Termination of
Employment during the Restriction Period due to death or Disability, the
restrictions shall lapse and the Participant shall be fully vested in
the Restricted Stock. Except to the extent otherwise provided in the
applicable Agreement and the Plan, upon a Participant's Termination of
Employment for any reason during the Restriction Period other than death
or Disability, all shares of Restricted Stock still subject to
restriction shall be forfeited by the Participant, except the Committee
shall have the discretion to waive in whole or in part any or all
remaining restrictions with respect to any or all of such Participant's
shares of Restricted Stock.
(e) Delivery. If and when the Restriction Period expires without a
prior forfeiture of the Restricted Stock subject to such Restriction
Period, unlegended certificates for such shares shall be delivered to
the Participant.
(f) Election. A Participant may elect to further defer receipt of
the Restricted Stock for a specified period or until a specified event,
subject in each case to the Committee's approval and to such terms as
are determined by the Committee. Subject to any exceptions adopted by
the Committee, such election must be made one (1) year prior to
completion of the Restriction Period.
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ARTICLE IX
DEFERRED STOCK
9.1 General. The Committee shall have authority to grant Deferred Stock
under the Plan at any time or from time to time. Shares of Deferred Stock may
be awarded either alone or in addition to other Awards granted under the Plan.
The Committee shall determine the persons to whom and the time or times at
which Deferred Stock will be awarded, the number of shares of Deferred Stock
to be awarded to any Participant, the duration of the period (the "Deferral
Period") prior to which the Common Stock will be delivered, and the conditions
under which receipt of the Common Stock will be deferred and any other terms
and conditions of the Awards. Each Award shall be confirmed by, and be
subject to the terms of, an Agreement. The Committee may condition the grant
of Deferred Stock upon the attainment of specified performance goals by the
Participant or by the Company or an Affiliate, including a division or
department of the Company or an Affiliate for or within which the Participant
is primarily employed or upon such other factors or criteria as the Committee
shall determine. The provisions of Deferred Stock Awards need not be the same
with respect to any Participant.
9.2 Terms and Conditions. Deferred Stock Awards shall be subject to the
following terms and conditions:
(a) Limitations on Transferability. Subject to the provisions of
the Plan and except as provided in an Agreement, Deferred Stock Awards,
or any interest therein, may not be sold, assigned, transferred, pledged
or otherwise encumbered during the Deferral Period. At the expiration
of the Deferral Period (or Elective Deferral Period as defined in
Section 9.2(e), where applicable), the Committee may elect to deliver
Common Stock, cash equal to the Fair Market Value of such Common Stock
or a combination of cash and Common Stock, to the Participant for the
shares covered by the Deferred Stock Award.
(b) Rights. Unless otherwise determined by the Committee and
subject to the Plan, cash dividends on the Common Stock that is the
subject of the Deferred Stock Award shall be automatically deferred and
reinvested in additional Deferred Stock, and dividends on the Common
Stock that is the subject of the Deferred Stock Award payable in Common
Stock shall be paid in the form of Deferred Stock of the same class as
the Common Stock on which such dividend was paid.
(c) Criteria. Based on service, performance by the Participant or
by the Company or the Affiliate, including any division or department
for which the Participant is employed or such other factors or criteria
as the Committee may determine, the Committee may provide for the lapse
of deferral limitations in installments and may accelerate the vesting
of all or any part of any Award and waive the deferral limitations for
all or any part of such Award.
(d) Forfeiture. Unless otherwise provided in an Agreement or
determined by the Committee, if the Participant incurs a Termination of
Employment during the Deferral Period due to death or Disability, the
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restrictions shall lapse and the Participant shall be fully vested in
the Deferred Stock. Unless otherwise provided in an Agreement or
determined by the Committee, upon a Participant's Termination of
Employment for any reason during the Deferral Period other than death or
Disability, the rights to the shares still covered by the Award shall be
forfeited by the Participant, except the Committee shall have the
discretion to waive in whole or in part any or all remaining deferral
limitations with respect to any or all of such Participant's Deferred
Stock.
(e) Election. A Participant may elect to further defer receipt of
the Deferred Stock payable under an Award (or an installment of an
Award) for a specified period or until a specified event, subject in
each case to the Committee's approval and to such terms as are
determined by the Committee. Subject to any exceptions adopted by the
Committee, such election must be made at one (1) year prior to
completion of the Deferral Period for the Award.
ARTICLE X
CHANGE IN CONTROL PROVISIONS
10.1 Impact of Event. Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change in Control (as defined in
Section 10.2):
(a) Any Stock Appreciation Rights and Stock Options outstanding as
of the date such Change in Control and not then exercisable shall become
fully exercisable to the full extent of the original grant;
(b) The restrictions and deferral limitations applicable to any
Restricted Stock and Deferred Stock shall lapse, and such Restricted
Stock and Deferred Stock shall become free of all restrictions and
become fully vested and transferable to the full extent of the original
grant.
(c) Notwithstanding any other provision of the Plan, unless the
Committee shall provide otherwise in an Agreement, a Participant shall
have the right, whether or not the Award is fully exercisable or may be
otherwise realized by the Participant, by giving notice during the 60-
day period from and after a Change in Control to the Company, to elect
to surrender all or part of the Award to the Company and to receive
cash, within 30 days of such notice, in an amount equal to the amount by
which the "Change in Control Price" (as defined in Section 10.3) per
share of Common Stock on the date of such election shall exceed the
amount which the Participant must pay to exercise the Award per share of
Common Stock under the Award (the "Spread") multiplied by the number of
shares of Common Stock granted under the Award as to which the right
granted hereunder shall have been exercised; provided, however, that if
the end of such 60-day period from and after a Change in Control is
within six months of the date of grant of the Award held by a
Participant (except a Participant who has died during such six month
period) who is an officer or director of the Company (within the meaning
of Section 16(b) of the Exchange Act), such Award shall be cancelled in
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exchange for a payment to the Participant at the time of the
Participant's Termination of Employment, equal to the Spread multiplied
by the number of shares of Common Stock granted under the Award, plus
interest on such amount at the prime rate compounded annually and
determined from time to time. With respect to any Participant who is an
officer or director of the Company (within the meaning of
Section 16(b) of the Exchange Act), the 60-day period shall be extended,
if necessary, to include the "window period" of Rule 16(b)-3 which first
commences on or after the date of the Change in Control, and the
Committee shall have sole discretion, if necessary, to approve the
Participant's exercise hereunder and the date in which the Spread is
calculated may be adjusted, if necessary, to a later date if necessary
to avoid liability to such Participant under Section 16(b).
10.2 Definition of Change in Control. For purposes of the Plan, a
"Change in Control" shall mean the happening of any of the following events:
(a) there shall be consummated (i) any consolidation or merger of
the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company's common stock
would be converted into cash, securities or other property, other than a
merger of the Company in which the holders of the Company's common stock
immediately prior to the merger have substantially the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger; or (ii) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all
or substantially all of the assets of the Company; or
(b) the shareholders of the Company shall approve any plan or
proposal for the liquidation or dissolution of the Company; or
(c) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than the Company or any employee
benefit plan sponsored by the Company, shall become the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of securities
of the Company representing an amount greater than two times the
aggregate percentage held or controlled by R.L. Parker, his son R.L.
Parker, Jr. and the Robert L. Parker Trust (and apart from rights
accruing in special circumstances) having the right to vote in the
election of directors, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases or otherwise; or
(d) any three persons (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than the Company or any employee
benefit plan sponsored by the Company, shall become the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of securities
of the Company whose ownership represents an amount greater than four
times the aggregate percentage held or controlled by R. L. Parker, his
son R. L. Parker, Jr. and the Robert L. Parker Trust (and apart from
rights accruing in special circumstances) having the right to vote in
election of directors, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases or otherwise; or
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(e) at any time during a period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors of the Company shall cease for any reason to constitute at
least a majority thereof, unless the election or the nomination for
election by the Company's shareholders of each new director during such
two-year period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of
such two-year period. A Change of Control shall not be deemed to have
occurred if banks or other creditors receive the Company's stock in
conjunction with transactions involving forgiveness of outstanding debt
or debt restructuring agreements.
(f) at any time an individual is elected to the Board of Directors
who was not nominated by the Board of Directors of the Company to stand
for election.
10.3 Change in Control Price. For purposes of the Plan, "Change in
Control Price" means the higher of (a) the highest reported sales price of a
share of Common Stock in any transaction reported on the principal exchange on
which such shares are listed or on NASDAQ during the 60 day period prior to
and including the date of a Change in Control or (b) if the Change in Control
is the result of a tender or exchange offer or a Corporate Transaction, the
highest price per share of Common Stock paid in such tender or exchange offer
or a Corporate Transaction, except that, in the case of Incentive Stock
Options and Stock Appreciation Rights relating to Incentive Stock Options,
such price shall be based only on the Fair Market Value of the Common Stock on
the date such Incentive Stock Option or Stock Appreciation Right is exercised.
To the extent that the consideration paid in any such transaction described
above consists all or in part of securities or other non-cash consideration,
the value of such securities or other non-cash consideration shall be
determined in the sole discretion of the Committee.
ARTICLE XI
MISCELLANEOUS
11.1 Amendments and Termination. The Board may amend, alter, discontinue
or terminate the Plan at any time, but no amendment, alteration,
discontinuation or termination shall be made which would (a) impair the rights
of a Participant under a Stock Option, Stock Appreciation Right, Restricted
Stock Award or Deferred Stock Award theretofore granted without the
Participant's consent, except such an amendment made to cause the Plan to
qualify for the exemption provided by Rule 16b-3 or (b) disqualify the Plan
from the exemption provided by Rule 16b-3. In addition, no such amendment
shall be made without the approval of the Company's shareholders to the extent
such approval is required by law or agreement.
The Committee may amend the Plan at any time provided that (a) no
amendment shall impair the rights of any Participant under any Award
theretofore granted without the Participant's consent, (b) no amendment shall
disqualify the Plan from the exemption provided by Rule 16b-3, and (c) any
amendment shall be subject to the approval or rejection of the Board.
The Committee may amend the terms of any Award or other Award
theretofore granted, prospectively or retroactively, but no such amendment
shall impair the rights of any Participant without the Participant's consent,
except such an amendment made to cause the Plan or Award to qualify for the
exemption provided by Rule 16b-3. The Committee may also substitute new Stock
Options or Stock Appreciation Rights for previously granted Stock Options,
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including previously granted Stock Options or Stock Appreciation Rights having
higher Option Prices but no such substitution shall be made which would impair
the rights of Participants under such Stock Option or Stock Appreciation Right
theretofore granted without the Participant's consent.
Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account changes in law and tax and accounting rules, as
well as other developments and to grant Awards which qualify for beneficial
treatment under such rules without shareholder approval.
11.2 Unfunded Status of Plan. It is intended that the Plan be an
"unfunded" plan for incentive and deferred compensation. The Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Common Stock or make payments; provided,
however, that, unless the Committee otherwise determines, the existence of
such trusts or other arrangements is consistent with the "unfunded" status of
the Plan.
11.3 General Provisions.
(a) Representation. The Committee may require each person
purchasing or receiving shares pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the
shares without a view to the distribution thereof. The certificates for
such shares may include any legend which the Committee deems appropriate
to reflect any restrictions on transfer.
(b) No Additional Obligation. Nothing contained in the Plan shall
prevent the Company or an Affiliate from adopting other or additional
compensation arrangements for its employees.
(c) Withholding. No later than the date as of which an amount
first becomes includible in the gross income of the Participant for
Federal income tax purposes with respect to any Award, the Participant
shall pay to the Company (or other entity identified by the Committee),
or make arrangements satisfactory to the Company or other entity
identified by the Committee regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be withheld
with respect to such amount required in order for the Company or an
Affiliate to obtain a current deduction. Unless otherwise determined by
the Committee, withholding obligations may be settled with Common Stock,
including Common Stock that is part of the Award that gives rise to the
withholding requirement provided that any applicable requirements under
Section 16 of the Exchange Act are satisfied. The obligations of the
Company under the Plan shall be conditional on such payment or
arrangements, and the Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Participant.
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(d) Reinvestment. The reinvestment of dividends in additional
Deferred or Restricted Stock at the time of any dividend payment shall
only be permissible if sufficient shares of Common Stock are available
for such reinvestment (taking into account then outstanding Options and
other Awards).
(e) Representation. The Committee shall establish such procedures
as it deems appropriate for a Participant to designate a Representative
to whom any amounts payable in the event of the Participant's death are
to be paid.
(f) Controlling Law. The Plan and all Awards made and actions
taken thereunder shall be governed by and construed in accordance with
the laws of the State of Delaware (other than its law respecting choice
of law). The Plan shall be construed to comply with all applicable law,
and to avoid liability to the Company, an Affiliate or a Participant,
including, without limitation, liability under Section 16(b) of the
Exchange Act.
(g) Offset. Any amounts owed to the Company or an Affiliate by the
Participant of whatever nature may be offset by the Company from the
value of any shares of Common Stock, cash or other thing of value under
this Plan or an Agreement to be transferred to the Participant, and no
shares of Common Stock, cash or other thing of value under this Plan or
an Agreement shall be transferred unless and until all disputes between
the Company and the Participant have been fully and finally resolved and
the Participant has waived all claims to such against the Company or an
Affiliate.
11.4 Mitigation of Excise Tax. If any payment or right accruing to a
Participant under this Plan (without the application of this Section 11.4),
either alone or together with other payments or rights accruing to the
Participant from the Company or an Affiliate ("Total Payments") would
constitute a "parachute payment" (as defined in Section 280G of the Code and
regulations thereunder), such payment or right shall be reduced to the largest
amount or greatest right that will result in no portion of the amount payable
or right accruing under the Plan being subject to an excise tax under
Section 4999 of the Code or being disallowed as a deduction under Section 280G
of the Code. The determination of whether any reduction in the rights or
payments under this Plan is to apply shall be made by the Committee in good
faith after consultation with the Participant, and such determination shall be
conclusive and binding on the Participant. The Participant shall cooperate in
good faith with the Committee in making such determination and providing the
necessary information for this purpose. The foregoing provisions of this
Section 11.4 shall apply with respect to any person only if after reduction
for any applicable federal excise tax imposed by Section 4999 of the Code and
federal income tax imposed by the Code, the Total Payments accruing to such
person would be less than the amount of the Total Payments as reduced, if
applicable, under the foregoing provisions of the Plan and after reduction for
only federal income taxes.
11.5 Rights with Respect to Continuance of Employment. Nothing contained
herein shall be deemed to alter the relationship between the Company or an
Affiliate and a Participant, or the contractual relationship between a
Participant and the Company or an Affiliate if there is a written contract
regarding such relationship. Nothing contained herein shall be construed to
constitute a contract of employment between the Company or an Affiliate and a
Participant. The Company or an Affiliate and each of the Participants
continue to have the right to terminate the employment or service relationship
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at any time for any reason, except as provided in a written contract. The
Company or an Affiliate shall have no obligation to retain the Participant in
its employ or service as a result of this Plan. There shall be no inference
as to the length of employment or service hereby, and the Company or an
Affiliate reserves the same rights to terminate the Participant's employment
or service as existed prior to the individual becoming a Participant in this
Plan.
11.6 Awards in Substitution for Awards Granted by Other Corporations.
Awards may be granted under the Plan from time to time in substitution for
awards held by employees, directors or service providers of other corporations
who are about to become officers, directors or employees of the Company or an
Affiliate as the result of a merger or consolidation of the employing
corporation with the Company or an Affiliate, or the acquisition by the
Company or an Affiliate of the assets of the employing corporation, or the
acquisition by the Company or Affiliate of the stock of the employing
corporation, as the result of which it becomes a designated employer under the
Plan. The terms and conditions of the Awards so granted may vary from the
terms and conditions set forth in this Plan at the time of such grant as the
majority of the members of the Committee may deem appropriate to conform, in
whole or in part, to the provisions of the awards in substitution for which
they are granted.
11.7 Procedure for Adoption. Any Affiliate of the Company may by
resolution of such Affiliate's board of directors, with the consent of the
Board of Directors and subject to such conditions as may be imposed by the
Board of Directors, adopt the Plan for the benefit of its employees as of the
date specified in the board resolution.
11.8 Procedure for Withdrawal. Any Affiliate which has adopted the Plan
may, by resolution of the board of directors of such direct or indirect
subsidiary, with the consent of the Board of Directors and subject to such
conditions as may be imposed by the Board of Directors, terminate its adoption
of the Plan. If the Participant disposes of shares of Common Stock acquired
pursuant to an Incentive Stock Option in any transaction considered to be a
disqualifying transaction under the Code, the Participant must give written
notice of such transfer and the Company shall have the right to deduct any
taxes required by law to be withheld from any amounts otherwise payable to the
Participant.
11.9 Delay. If at the time a Participant incurs a Termination of
Employment (other than due to Cause) or if at the time of a Change in Control,
the Participant is subject to "short-swing" liability under Section 16 of the
Exchange Act, any time period provided for under the Plan or an Agreement to
the extent necessary to avoid the imposition of liability shall be suspended
and delayed during the period the Participant would be subject to such
liability, but not more than six (6) months and one (1) day and not to exceed
the Option Period, or the period for exercise of a Stock Appreciation Right as
provided in the Agreement, whichever is shorter. The Company shall have the
right to suspend or delay any time period described in the Plan or an
Agreement if the Committee shall determine that the action may constitute a
violation of any law or result in liability under any law to the Company, an
Affiliate or a shareholder of the Company until such time as the action
required or permitted shall not constitute a violation of law or result in
liability to the Company, an Affiliate or a shareholder of the Company. The
Committee shall have the discretion to suspend the application of the
provisions of the Plan required solely to comply with Rule 16b-3 if the
Committee shall determine that Rule 16b-3 does not apply to the Plan.
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11.10 Headings. The headings contained in this Plan are for reference
purposes only and shall not affect the meaning or interpretation of this Plan.
11.11 Severability. If any provision of this Plan shall for any reason
be held to be invalid or unenforceable, such invalidity or unenforceability
shall not effect any other provision hereby, and this Plan shall be construed
as if such invalid or unenforceable provision were omitted.
11.12 Successors and Assigns. This Plan shall inure to the benefit of
and be binding upon each successor and assign of the Company. All obligations
imposed upon a Participant, and all rights granted to the Company hereunder,
shall be binding upon the Participant's heirs, legal representatives and
successors.
11.13 Entire Agreement. This Plan and the Agreement constitute the
entire agreement with respect to the subject matter hereof and thereof,
provided that in the event of any inconsistency between the Plan and the
Agreement, the terms and conditions of the Agreement shall control.
Executed on this 14th day of September, 1994.
PARKER DRILLING COMPANY
By /s/ Robert L. Parker Jr.
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EXHIBIT 4.2
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Incentive Stock Option Agreement
for Stock Options Granted
Under the
Parker Drilling Company
1994 Executive Stock Option Plan
<PAGE>
<PAGE>
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
THIS INCENTIVE STOCK OPTION AGREEMENT dated as of January 4, 1995
("Grant Date"), is between PARKER DRILLING COMPANY, a Delaware corporation
(the "Company"), and ______________________, an employee of the Company or one
of its Subsidiaries (the "Participant").
WHEREAS, the Company desires, by affording the Participant an
opportunity to purchase shares of the Company's Common Stock as hereinafter
provided, to carry out the purposes of the PARKER DRILLING COMPANY 1994 Stock
Incentive Plan (the "Plan"); and
WHEREAS, the Committee has duly made all determinations necessary or
appropriate to the grants hereunder;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto have agreed, and
do hereby agree, as follows:
1. Grant of Option, Option Price and Term.
--------------------------------------
(a) The Company hereby grants to the Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, the right and option (the "Option") to purchase _____________ shares
of the Common Stock of the Company ("Option Shares") on the terms and
conditions herein set forth.
(b) For each of the Option Shares purchased, the Participant shall pay
to the Company $4.50 per share (the "Option Price"), which represents the Fair
Market value on January 4, 1995, the date of grant. Accordingly, the
aggregate Option Price to exercise all of the Option is $_____________
("Aggregate Option Price").
(c) The term of this Option shall be a period of ten (10) years from
the Grant Date (the "Option Period").
(d) The Option granted hereunder is designated as an incentive stock
option.
(e) The Company shall not be required to issue any fractional Option
Shares.
2. Termination of Option. Subject to the schedule of Section 1(c).
----------------------
(a) If the Termination of Employment is on account of the death of the
Participant, this Option shall be cancelled five (5) years after the date of
the occurrence of the death or after the remaining Option Period if shorter.
(b) If a Participant incurs a Termination of Employment for reasons of
a Disability, this Option shall be cancelled one (1) year after such
Termination of Employment or after the remaining Option Period if shorter.
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(c) If a Participant incurs a Termination of Employment (other than
due to Disability or death), this Option will automatically be cancelled
three (3) months after such Termination of Employment or after the remaining
Option Period, if shorter.
(d) If a Participant incurs a Termination of Employment for Cause, the
Option will be automatically cancelled with the date of the Termination of
Employment.
3. Exercise
--------
The Option shall be exercisable during the Participant's lifetime only
by the Participant or his or her Representative, and after the Participant's
death only by a Representative. The Option may only be exercised by the
delivery to the Company of a properly completed written notice, in form
satisfactory to the Committee, which notice shall specify the number of Option
Shares to be purchased and the aggregate Option Price for such shares,
together with payment in full of such aggregate Option Price. Payment shall
be made in one or more of the following methods and in a manner so as not to
violate Rule 16(b) of the Securities and Exchange Act of 1934, as amended:
(a) in cash or by check;
(b) by the delivery to the Company of a valid and enforceable stock
certificate (or certificates) representing shares of Common Stock, which is
endorsed in blank or accompanied by an executed stock power (or powers) and
guaranteed in a manner acceptable to the Committee;
(c) by reducing the number of shares of Common Stock to be issued and
delivered to the Participant upon such exercise;
(d) in cash by a broker-dealer to whom the Participant has submitted a
notice of exercise; or
(e) in any combination of (a), (b), (c) or (d).
If any part of the payment of the Option Price is made in shares of Common
Stock, such shares shall be valued by using their Fair Market Value as of
their date of delivery.
The Option shall not be exercised unless there has been compliance with
all the preceding provisions of this Section 3, and, for all purposes of this
Incentive Stock Option Agreement, the date of the exercise of the Option shall
be the date upon which there is compliance with all such requirements.
4. Payment of Withholding Taxes.
----------------------------
If the Company is obligated to withhold an amount on account of any
Federal, state or local tax imposed as a result of the exercise of the Option,
including, without limitation, any Federal, state or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax, then the
Participant shall (1) pay, concurrently with such exercise, such amount to the
Company in cash or by check payable to the Company; (2) irrevocably elect at
least six (6) months in advance of such exercise (or elect incident to a
Termination of Employment, Retirement, death or Disability) to have shares of
Common Stock, which would otherwise be issued, withheld by the Company; or
(3) as otherwise permitted by the Plan.
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5. Requirements Of Law; Registration and Transfer Requirements.
------------------------------------------------------------
The Company shall not be required to sell or issue any shares under the
Option if the issuance of such shares shall constitute a violation of any
provision of any law or regulation of any governmental authority. This Option
and each and every obligation of the Company hereunder are subject to the
requirement that the Option may not be exercised or performed, in whole or in
part, unless and until the Option Shares are listed, registered or qualified,
properly marked with a legend or other notation, or otherwise restricted, as
is provided for in the Plan.
6. Adjustments/Change in Control.
-----------------------------
In the event of a Change in Control or other corporate restructuring
provided for in the Plan, the Participant shall have such rights, and the
Committee shall take such actions, as are provided for in the Plan.
7. Nontransferability.
------------------
The Option and any interest in the Option may not be sold, assigned,
conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner
other than by will or the laws of descent and distribution. Notwithstanding
any other provision of this Incentive Stock Option Agreement, any such
attempted sale, assignment, conveyance, gift, pledge, hypothecation or
transfer shall be null and void and shall nullify the Option immediately.
8. Plan.
----
Notwithstanding any other provision of this Incentive Stock Option
Agreement, the Option is granted pursuant to the Plan, as in effect on the
date hereof, and is subject to all the terms and conditions of the Plan, as
the same may be amended from time to time; provided, however, that no
amendment to either the Plan or this Incentive Stock Option Agreement shall
deprive the Participant, without the Participant's consent, of the Option or
of any of Participant's rights under this Incentive Stock Option Agreement.
The interpretation and construction by the Committee of the Plan, this
Incentive Stock Option Agreement, the Option, and such rules and regulations
as may be adopted by the Committee for the purpose of administering the Plan,
shall be final and binding upon the Participant. Until the Option shall
expire, terminate or be exercised in full, the Company shall, upon written
request therefor, send a copy of the Plan, in its then-current form, to the
Participant or any other person or entity then entitled to exercise the
Option.
Participant hereby acknowledges receipt of a copy of the Plan.
9. Stockholder Rights.
------------------
Until the Option shall have been duly exercised to purchase such Option
Shares and such shares have been officially recorded as issued on the
Company's official stockholder records, no person or entity shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of any
Option Shares, and adjustments for dividends or otherwise shall be made only
if the record date therefor is subsequent to the date such shares are recorded
and after the date of exercise and without duplication of any adjustment.
- 4 -
<PAGE>
<PAGE>
10. Employment Rights.
-----------------
No provision of this Incentive Stock Option Agreement or of the Option
granted hereunder shall give the Participant any right to continue in the
employ of the Company or any of its Affiliates, create any inference as to the
length of employment of the Participant, affect the right of the Company or
its Affiliates to Terminate the Employment of the Participant, with or without
Cause, or give the Participant any right to participate in any employee
welfare or benefit plan or other program (other than the Plan) of the Company
or any of its Affiliates.
11. Disclosure Rights.
-----------------
The Company shall have no duty or obligation to affirmatively disclose
to the Participant or a Representative, and the Participant or Representative
shall have no right to be advised of, any material information regarding the
Company or an Affiliate at any time prior to, upon or in connection with the
exercise of an Option or the Company's purchase of Common Stock in accordance
with the terms of this Incentive Stock Option Agreement.
12. Investment Representation and Agreement.
---------------------------------------
The Committee may require the Participant to furnish to the Company,
prior to the issuance of any shares of Common Stock upon the exercise of all
or any part of this Option, an agreement (in such form as such Committee may
specify) in which the Participant represents that the shares of Common Stock
acquired by him upon exercise are being acquired for investment and not with a
view to the sale or distribution thereof.
13. Governing Law.
-------------
This Incentive Stock Option Agreement and the Option granted hereunder
shall be governed by, and construed and enforced in accordance with, the laws
of the State of Delaware (other than its laws respecting choice of law).
14. Entire Agreement.
----------------
This Incentive Stock Option Agreement, together with the Plan,
constitute the entire obligation of the parties hereto with respect to the
subject matter hereof and shall supersede any prior expressions of intent or
understanding with respect to this transaction.
15. Definitions.
-----------
Wherever initial capitalization of a term is used in this Incentive
Stock Option Agreement, it shall have the same meaning as that given to it by
the Plan, except to the extent such meaning should conflict with any meaning
afforded to such term in this Incentive Stock Option Agreement.
16. Amendment.
---------
Any amendment to this Incentive Stock Option Agreement shall be in
writing and signed by the Company.
17. Waiver; Cumulative Rights.
-------------------------
The failure or delay of either party to require performance by the other
party of any provision hereof shall not affect its right to require
performance of such provision unless and until such performance has been
waived in writing. Each and every right hereunder is cumulative and may be
exercised in part or in whole from time to time.
- 5 -
<PAGE>
<PAGE>
18. Counterparts.
------------
This Incentive Stock Option Agreement may be signed in two counterparts,
each of which shall be an original, but both of which shall constitute but one
and the same instrument.
19. Notices.
-------
Any notice which either party hereto may be required or permitted to
give the other shall be in writing and may be delivered personally or by mail,
postage prepaid, addressed to the Secretary of the Company, Eight East Third
Street, Tulsa, Oklahoma, and the Participant at his or her address as shown on
the Company's payroll records, or to such other address as the Participant, by
notice to the Company, may designate in writing from time to time.
20. Headings.
--------
The headings contained in this Incentive Stock Option Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Incentive Stock Option Agreement.
21. Severability.
------------
If any provision of this Incentive Stock Option Agreement shall for any
reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not effect any other provision hereof, and this
Incentive Stock Option Agreement shall be construed as if such invalid or
unenforceable provision were omitted.
22. Successors and Assigns.
----------------------
This Incentive Stock Option Agreement shall inure to the benefit of and
be binding upon each successor and assign of the Company. All obligations
imposed upon the Participant or a Representative, and all rights granted to
the Company hereunder, shall be binding upon the Participant's or the
Representative's heirs, legal representatives and successors.
IN WITNESS WHEREOF, the Company has caused this Incentive Stock Option
Agreement to be duly executed by an officer thereunto duly authorized, and the
Participant has hereunto set his hand, all as of the day and year first above
written.
PARKER DRILLING COMPANY
By:
-------------------------------------------
Title: President & Chief Executive Officer
PARTICIPANT
By:
------------------------------------------
- 6 -
<PAGE>
<PAGE>
EXHIBIT 4.3
-----------
Nonqualified Stock Option Agreement
for Stock Options Granted
Under the
Parker Drilling Company
1994 Executive Stock Option Plan
<PAGE>
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT
-----------------------------------
THIS NONQUALIFIED STOCK OPTION AGREEMENT dated as of January 4, 1995
("Grant Date"), is between PARKER DRILLING COMPANY, a Delaware corporation
(the "Company"), and ______________________, an employee of the Company or one
of its Subsidiaries (the "Participant").
WHEREAS, the Company desires, by affording the Participant an
opportunity to purchase shares of the Company's Common Stock as hereinafter
provided, to carry out the purposes of the PARKER DRILLING COMPANY 1994 Stock
Incentive Plan (the "Plan"); and
WHEREAS, the Committee has duly made all determinations necessary or
appropriate to the grants hereunder;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto have agreed, and
do hereby agree, as follows:
1. Grant of Option, Option Price and Term.
--------------------------------------
(a) The Company hereby grants to the Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, the right and option (the "Option") to purchase _____________ shares
of the Common Stock of the Company ("Option Shares") on the terms and
conditions herein set forth.
(b) For each of the Option Shares purchased, the Participant shall pay
to the Company $4.50 per share (the "Option Price"), which represents 50% of
the Fair Market Value of the Common Stock of the Company on January 4, 1995,
the date of grant. Accordingly, the aggregate Option Price to exercise all of
the Option is $_____________ ("Aggregate Option Price").
(c) The term of this Option shall be a period of ten (10) years from
the Grant Date (the "Option Period"). During the Option Period, the Option
shall be exercisable in accordance with the following schedule:
- 2 -
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Percentage of Option Shares
Grant Date Anniversary Exercisable
- ---------------------- ---------------------------
<S> <C>
Prior to six months after 0%
the Grant Date
On or after six months after 33 1/3%
the Grant Date
On or after the first anniversary 66 2/3%
of the Grant Date
On or after eighteen months after 100%
the Grant Date
</TABLE>
Notwithstanding the foregoing, in the event the Participant incurs a
Termination of Employment due to death, Disability or Retirement but prior to
eighteen months after the Grant Date, all or any portion of the Option Shares
which are not exercisable on the date immediately proceeding the date the
Participant incurs a Termination of Employment due the Participant's death,
Disability or Retirement shall become exercisable on or after the date the
Participant incurs such Termination of Employment.
(d) The Option granted hereunder is designated as a nonqualified stock
option.
(e) The Company shall not be required to issue any fractional Option Shares.
2. Termination of Option. Subject to the schedule of Section 1(c).
---------------------
(a) If the Termination of Employment is on account of the Disability,
Retirement or death of the Participant, this Option shall be cancelled five
(5) years after the date of the occurrence of the Disability, Retirement or
death or after the remaining Option Period if shorter.
(b) If a Participant has an involuntary (as to the Participant)
Termination of Employment for reasons other than Cause, Disability, Retirement
or death, this Option shall be cancelled two years after such Termination of
Employment or after the remaining Option Period if shorter.
- 3 -
<PAGE>
<PAGE>
(c) If the Participant has a voluntary (as to the Participant)
Termination of Employment (other than due to Retirement) this Option will
automatically be cancelled six months after such Termination of Employment or
after the remaining Option Period, if shorter.
(d) If a Participant has a Termination of Employment for Cause, the
Option will be automatically cancelled with the date of the Termination of
Employment.
A Participant's Termination of Employment due to other than death, Disability
or Retirement does not accelerate the percentage of Option Shares otherwise
exercisable with respect to the Participant. Any portion of the Option which
is not exercisable as of a Participant's Termination of Employment other than
due to death, Disability or Retirement is cancelled simultaneously with the
date of such Termination of Employment.
3. Exercise.
--------
The Option shall be exercisable during the Participant's lifetime only
by the Participant or his or her Representative, and after the Participant's
death only by a Representative. The Option may only be exercised by the
delivery to the Company of a properly completed written notice, in form
satisfactory to the Committee, which notice shall specify the number of Option
Shares to be purchased and the aggregate Option Price for such shares,
together with payment in full of such aggregate Option Price. Payment shall
be made in one or more of the following methods and in a manner so as not to
violate Rule 16(b) of the Securities and Exchange Act of 1934, as amended:
(a) in cash or by check;
(b) by the delivery to the Company of a valid and enforceable stock
certificate (or certificates) representing shares of Common Stock, which is
endorsed in blank or accompanied by an executed stock power (or powers) and
guaranteed in a manner acceptable to the Committee;
(c) by reducing the number of shares of Common Stock to be issued and
delivered to the Participant upon such exercise;
(d) in cash by a broker-dealer to whom the Participant has submitted a
notice of exercise; or
(e) in any combination of (a), (b), (c) or (d).
If any part of the payment of the Option Price is made in shares of Common
Stock, such shares shall be valued by using their Fair Market Value as of
their date of delivery.
- 4 -
<PAGE>
<PAGE>
The Option shall not be exercised unless there has been compliance with
all the preceding provisions of this Section 3, and, for all purposes of this
Nonqualified Stock Option Agreement, the date of the exercise of the Option
shall be the date upon which there is compliance with all such requirements.
4. Payment of Withholding Taxes.
----------------------------
If the Company is obligated to withhold an amount on account of any
Federal, state or local tax imposed as a result of the exercise of the Option,
including, without limitation, any Federal, state or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax, then the
Participant shall (1) pay, concurrently with such exercise, such amount to the
Company in cash or by check payable to the Company; (2) irrevocably elect at
least six (6) months in advance of such exercise (or elect incident to a
Termination of Employment, Retirement, death or Disability) to have shares of
Common Stock, which would otherwise be issued, withheld by the Company; or
(3) as otherwise permitted by the Plan.
5. Requirements of Law; Registration and Transfer Requirements.
-----------------------------------------------------------
The Company shall not be required to sell or issue any shares under the
Option if the issuance of such shares shall constitute a violation of any
provision of any law or regulation of any governmental authority. This Option
and each and every obligation of the Company hereunder are subject to the
requirement that the Option may not be exercised or performed, in whole or in
part, unless and until the Option Shares are listed, registered or qualified,
properly marked with a legend or other notation, or otherwise restricted, as
is provided for in the Plan.
6. Adjustments/Change in Control.
-----------------------------
In the event of a Change in Control or other corporate restructuring
provided for in the Plan, the Participant shall have such rights, and the
Committee shall take such actions, as are provided for in the Plan.
7. Nontransferability.
------------------
The Option and any interest in the Option may not be sold, assigned,
conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner
other than by will or the laws of descent and distribution. Notwithstanding
any other provision of this Nonqualified Stock Option Agreement, any such
attempted sale, assignment, conveyance, gift, pledge, hypothecation or
transfer shall be null and void and shall nullify the Option immediately.
- 5 -
<PAGE>
<PAGE>
8. Plan.
----
Notwithstanding any other provision of this Nonqualified Stock Option
Agreement, the Option is granted pursuant to the Plan, as in effect on the
date hereof, and is subject to all the terms and conditions of the Plan, as
the same may be amended from time to time; provided, however, that no
amendment to either the Plan or this Nonqualified Stock Option Agreement shall
deprive the Participant, without the Participant's consent, of the Option or
of any of Participant's rights under this Nonqualified Stock Option Agreement.
The interpretation and construction by the Committee of the Plan, this
Nonqualified Stock Option Agreement, the Option, and such rules and
regulations as may be adopted by the Committee for the purpose of
administering the Plan, shall be final and binding upon the Participant.
Until the Option shall expire, terminate or be exercised in full, the Company
shall, upon written request therefor, send a copy of the Plan, in its then-
current form, to the Participant or any other person or entity then entitled
to exercise the Option.
Participant hereby acknowledges receipt of a copy of the Plan.
9. Stockholder Rights.
------------------
Until the Option shall have been duly exercised to purchase such Option
Shares and such shares have been officially recorded as issued on the
Company's official stockholder records, no person or entity shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of any
Option Shares, and adjustments for dividends or otherwise shall be made only
if the record date therefor is subsequent to the date such shares are recorded
and after the date of exercise and without duplication of any adjustment.
10. Employment Rights.
-----------------
No provision of this Nonqualified Stock Option Agreement or of the
Option granted hereunder shall give the Participant any right to continue in
the employ of the Company or any of its Affiliates, create any inference as to
the length of employment of the Participant, affect the right of the Company
or its Affiliates to Terminate the Employment of the Participant, with or
without Cause, or give the Participant any right to participate in any
employee welfare or benefit plan or other program (other than the Plan) of the
Company or any of its Affiliates.
- 6 -
<PAGE>
<PAGE>
11. Disclosure Rights.
-----------------
The Company shall have no duty or obligation to affirmatively disclose
to the Participant or a Representative, and the Participant or Representative
shall have no right to be advised of, any material information regarding the
Company or an Affiliate at any time prior to, upon or in connection with the
exercise of an Option or the Company's purchase of Common Stock in accordance
with the terms of this Nonqualified Stock Option Agreement.
12. Investment Representation and Agreement.
---------------------------------------
The Committee may require the Participant to furnish to the Company,
prior to the issuance of any shares of Common Stock upon the exercise of all
or any part of this Option, an agreement (in such form as such Committee may
specify) in which the Participant represents that the shares of Common Stock
acquired by him upon exercise are being acquired for investment and not with a
view to the sale or distribution thereof.
13. Governing Law.
-------------
This Nonqualified Stock Option Agreement and the Option granted
hereunder shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware (other than its laws respecting choice of
law).
14. Entire Agreement.
----------------
This Nonqualified Stock Option Agreement, together with the Plan,
constitute the entire obligation of the parties hereto with respect to the
subject matter hereof and shall supersede any prior expressions of intent or
understanding with respect to this transaction.
15. Definitions.
-----------
Wherever initial capitalization of a term is used in this Nonqualified
Stock Option Agreement, it shall have the same meaning as that given to it by
the Plan, except to the extent such meaning should conflict with any meaning
afforded to such term in this Nonqualified Stock Option Agreement.
16. Amendment.
---------
Any amendment to this Nonqualified Stock Option Agreement shall be in
writing and signed by the Company.
- 7 -
<PAGE>
<PAGE>
17. Waiver; Cumulative Rights.
-------------------------
The failure or delay of either party to require performance by the other
party of any provision hereof shall not affect its right to require
performance of such provision unless and until such performance has been
waived in writing. Each and every right hereunder is cumulative and may be
exercised in part or in whole from time to time.
18. Counterparts.
------------
This Nonqualified Stock Option Agreement may be signed in two
counterparts, each of which shall be an original, but both of which shall
constitute but one and the same instrument.
19. Notices.
-------
Any notice which either party hereto may be required or permitted to
give the other shall be in writing and may be delivered personally or by mail,
postage prepaid, addressed to the Secretary of the Company, Eight East Third
Street, Tulsa, Oklahoma, and the Participant at his or her address as shown on
the Company's payroll records, or to such other address as the Participant, by
notice to the Company, may designate in writing from time to time.
20. Headings.
--------
The headings contained in this Nonqualified Stock Option Agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this Nonqualified Stock Option Agreement.
21. Severability.
------------
If any provision of this Nonqualified Stock Option Agreement shall for
any reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not effect any other provision hereof, and this
Nonqualified Stock Option Agreement shall be construed as if such invalid or
unenforceable provision were omitted.
22. Successors and Assigns.
----------------------
This Nonqualified Stock Option Agreement shall inure to the benefit of
and be binding upon each successor and assign of the Company. All obligations
imposed upon the Participant or a Representative, and all rights granted to
the Company hereunder, shall be binding upon the Participant's or the
Representative's heirs, legal representatives and successors.
- 8 -
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Nonqualified Stock
Option Agreement to be duly executed by an officer thereunto duly authorized,
and the Participant has hereunto set his hand, all as of the day and year
first above written.
PARKER DRILLING COMPANY
By:
-----------------------------------
Title: President & Chief Executive Officer
PARTICIPANT
By:
-----------------------------------
- 9 -
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 4.4
-----------
Parker Drilling Company
1994 Non-Employee
Director Stock Option Plan
<PAGE>
<PAGE>
PARKER DRILLING COMPANY
1994 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
ARTICLE I Establishment........................................... 1
1.1 Purpose................................................. 1
ARTICLE II Definintions............................................ 1
2.1 Affiliate............................................... 1
2.2 Agreement or Option Agreement........................... 1
2.3 Board of Directors or Board............................. 1
2.4 Cause................................................... 1
2.5 Change in Control....................................... 2
2.6 Change in Control Price................................. 3
2.7 Code or Internal Revenue Code........................... 3
2.8 Commission.............................................. 3
2.9 Committee............................................... 3
2.10 Common Stock............................................ 3
2.11 Company................................................. 3
2.12 Director................................................ 3
2.13 Disability.............................................. 3
2.14 Disinterested Person.................................... 4
2.15 Effective Date.......................................... 4
2.16 Exchange Act............................................ 4
2.17 Fair Market Value....................................... 4
2.18 Grant Date.............................................. 4
2.19 Notice Date............................................. 4
2.20 Option.................................................. 4
2.21 Option Period........................................... 4
2.22 Option Price............................................ 4
2.23 Participant............................................. 4
2.24 Plan.................................................... 5
2.25 Representative.......................................... 5
2.26 Rule 16b-3.............................................. 5
2.27 Securities Act.......................................... 5
2.28 Spread.................................................. 5
2.29 Termination of Directorship............................. 5
</TABLE>
-i-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
ARTICLE III Administration.......................................... 5
3.1 Committee Structure and Authority....................... 6
ARTICLE IV Stock Subject to Plan................................... 7
4.1 Number of Shares........................................ 8
4.2 Release of Shares....................................... 8
4.3 Restrictions on Shares.................................. 8
4.4 Shareholder Rights...................................... 8
4.5 Best Efforts to Register................................ 9
4.6 Anti-Dilution........................................... 9
ARTICLE V Option Grants........................................... 9
5.1 Eligibility............................................. 9
5.2 Grant and Exercise...................................... 9
5.3 Terms and Conditions....................................10
ARTICLE VI Change in Control Provisions............................12
6.1 Impact of Event.........................................12
ARTICLE VII Miscellaneous..........................................12
7.1 Amendments and Termination..............................12
7.2 General Provisions......................................13
7.3 Rights with Respect to Continuance of
Employment..............................................14
7.4 Options in Substitution for Options
Granted by Other Corporations...........................14
7.5 Procedure for Adoption..................................14
7.6 Procedure for Withdrawal................................15
7.7 Delay...................................................15
7.8 Headings................................................15
7.9 Severability............................................15
7.10 Successors and Assigns..................................15
7.11 Entire Agreement........................................15
</TABLE>
-ii-
<PAGE>
<PAGE>
PARKER DRILLING COMPANY
1994 NON-EMPLOYEE
DIRECTOR STOCK INCENTIVE PLAN
ARTICLE I
Establishment
1.1 Purpose.
The Parker Drilling Company 1994 Director Stock Incentive Plan ("Plan")
is hereby established by Parker Drilling Company ("Company"). The purpose of
the Plan is to promote the overall financial objectives of the Company and its
shareholders by motivating directors of the Company who are not employees to
achieve long-term growth in shareholder equity in the Company and to retain
the association of those individuals. The Plan and the grant of awards
thereunder is expressly conditioned upon the Plan's approval by the security
holders of the Company to the extent required by Rule 16b-3 of the Securities
Exchange Act of 1934, as amended.
ARTICLE II
Definitions
For purposes of the Plan, the following terms are defined as set forth
below:
2.1 "Affiliate" means any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated association or other
entity (other than the Company) that directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control
with, the Company including, without limitation, any member of an affiliated
group of which the Company is a common parent corporation as provided in
Section 1504 of the Code.
2.2 "Agreement" or "Option Agreement" means, individually or
collectively, any agreement entered into pursuant to the Plan pursuant to
which an Option is granted to a Participant.
2.3 "Board of Directors" or "Board" means the Board of Directors of the
Company.
2.4 "Cause" means an act or acts of dishonesty by the Participant
constituting a felony under applicable law and resulting or intending to
result directly or indirectly in gain to or personal enrichment of the
Participant at the Company's expense. Notwithstanding the foregoing, the
Participant shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to him a copy of a resolution, duly
adopted by the affirmative vote of not less than a majority of the entire
membership of the Board at a meeting of the Board called and held for that
purpose (after reasonable notice to him or her has been given or has been made
and an opportunity for him or her, together with his or her counsel, to be
heard before the Board), finding that in the good faith opinion of the Board
the Participant was guilty of conduct set forth above in the first sentence
hereof and specifying the particulars thereof in detail.
<PAGE>
<PAGE>
2.5 "Change in Control" means the happening of any of the following
events:
(a) there shall be consummated (i) any consolidation or merger of
the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company's common stock
would be converted into cash, securities or other property, other than a
merger of the Company in which the holders of the Company's common stock
immediately prior to the merger have substantially the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger; or (ii) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all
or substantially all of the assets of the Company; or
(b) the shareholders of the Company shall approve any plan or
proposal for the liquidation or dissolution of the Company; or
(c) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than the Company or any employee
benefit plan sponsored by the Company, shall become the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of securities
of the Company representing an amount greater than two times the
aggregate percentage held or controlled by R. L. Parker, his son R.
L. Parker, Jr. and the Robert L. Parker Trust (and apart from rights
accruing in special circumstances) having the right to vote in the
election of directors, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases or otherwise; or
(d) any three persons (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than the Company or any employee
benefit plan sponsored by the Company, shall become the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of securities
of the Company whose ownership represents an amount greater than four
times the aggregate percentage held or controlled by R. L. Parker, his
son R. L. Parker, Jr. and the Robert L. Parker Trust (and apart from
rights accruing in special circumstances) having the right to vote in
the election of directors, as a result of a tender or exchange offer,
open market purchases, privately negotiated purchases or otherwise; or
(e) at any time during a period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors of the Company shall cease for any reason to constitute at
least a majority thereof, unless the election or the nomination for
election by the Company's shareholders of each new director during such
two-year period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of
such two-year period. A Change of Control shall not be deemed to have
occurred if banks or other creditors receive the Company's stock in
conjunction with transactions involving forgiveness of outstanding debt
or debt restructuring agreements.
(f) at any time an individual is elected to the Board of Directors
who was not nominated by the Board of Directors of the Company to stand
for election.
-2-
<PAGE>
<PAGE>
2.6 "Change in Control Price" means the highest price per share (a) paid
in any transaction reported on the New York Stock Exchange Composite or other
national exchange on which such shares are listed or on NASDAQ, or (b) paid or
offered in any bona fide transaction related to a potential or actual Change
in Control of the Company at any time during the preceding sixty (60) day
period as determined by the Committee.
2.7 "Code" or "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, final Treasury Regulations thereunder and any subsequent
Internal Revenue Code.
2.8 "Commission" means the Securities and Exchange Commission or any
successor agency.
2.9 "Committee" means the person or persons who administer the Plan, as
further described in the Plan.
2.10 "Common Stock" means the shares of the regular voting Common Stock,
$.16 2/3 par value per share, whether presently or hereafter issued, and any
other stock or security resulting from adjustment thereof as described
hereinafter or the common stock of any successor to the Company which is
designated for the purpose of the Plan.
2.11 "Company" means the Parker Drilling Company, a Delaware
corporation, and includes any successor or assignee corporation or
corporations into which the Company may be merged, changed or consolidated;
any corporation for whose securities the securities of the Company shall be
exchanged; and any assignee of or successor to substantially all of the assets
of the Company.
2.12 "Director" means each and any director who serves on the Board and
who is not an officer or employee of the Company or any of its Affiliates.
2.13 "Disability" means a permanent and total disability as determined
under procedures established by the Committee for purposes of the Plan. The
determination of Disability for purposes of this Plan shall not be construed
to be an admission of disability for any other purpose.
2.14 "Disinterested Person" shall have the meaning set forth in Rule
16b-3, or any successor definition adopted by the Commission.
2.15 "Effective Date" means December 14, 1994 or such other date
specified by the Board at the time the Plan is approved by the Board.
2.16 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
2.17 "Fair Market Value" means, except as otherwise provided in this
Plan, the mean, as of any given date, between the highest and lowest reported
sales prices of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, any other national exchange on which the
Common Stock is listed or on NASDAQ. If there is no regular public trading
market for such stock, the Fair Market Value of the Common Stock shall be
determined by the Committee in good faith.
-3-
<PAGE>
<PAGE>
2.18 "Grant Date" means (a) with respect to a Director on the Effective
Date, the first business day of the New York Stock Exchange in calendar year
1995, and (b) with respect to any person who continues as a Director or who
becomes a Director after the Effective Date, the first business day of the
principal exchange on which the Common Stock is traded (or, if applicable,
NASDAQ) in the calendar year immediately following each annual meeting of
shareholders of the Company (provided the person is a Director on such date).
2.19 "Notice Date" means the date established by the Committee as the
deadline for it to receive a Deferral Election or any other notification with
respect to an administrative matter in order to be effective under this Plan.
2.20 "Option" means the right to purchase the number of shares of Common
Stock specified by the Plan at a price and for a term fixed by the Plan, and
subject to such other limitations and restrictions as the Plan and the
Committee imposes.
2.21 "Option Period" means the period during which the Option shall be
exercisable in accordance with the Agreement and the Plan.
2.22 "Option Price" means the price at which the Common Stock may be
purchased under an Option.
2.23 "Participant" means any Director to whom an Option has been granted
under the Plan, and in the event a Representative is appointed for a
Participant or a former spouse becomes a Representative, then the term
"Participant" shall mean such appointed Representative, successor
Representative, or spouse as the case may be. The term shall also include any
person or entity to whom an Option has been transferred, including a trust for
the benefit of the Participant, the Participant's parents, spouse or
descendants, a partnership, the partners of which include any of the
foregoing, or a custodian under a uniform gifts to minors act or similar
statute for the benefit of the Participant's descendants, to the extent
permitted herein. Notwithstanding the foregoing, the term "Termination of
Directorship" shall mean the Termination of Directorship of the Participant.
2.24 "Plan" means the Parker Drilling Company 1994 Director Stock Option
Plan, as herein set forth and as may be amended from time to time.
2.25 "Representative" means (a) the person or entity acting as the
executor or administrator of a Participant's estate pursuant to the last will
and testament of a Participant or pursuant to the laws of the jurisdiction in
which the Participant had the Participant's primary residence at the date of
the Participant's death; (b) the person or entity acting as the guardian or
temporary guardian of a Participant; (c) the person or entity which is the
beneficiary of the Participant upon or following the Participant's death; or
(d) any person to whom an Option has been permissibly transferred; provided
that only one of the foregoing shall be the Representative at any point in
time as determined under applicable law and recognized by the Committee.
2.26 "Rule 16b-3" means Rule 16b-3, as promulgated under the Exchange
Act, as amended from time to time, or any successor thereto.
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2.27 "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
2.28 "Spread" means (a) prior to a Change in Control, the amount, on the
relevant date, by which the Fair Market Value of Common Stock exceeds the
Option Price and (b) with respect to a Change in Control, the amount by which
the Change in Control Price exceeds the Option Price.
2.29 "Termination of Directorship" means the occurrence of any act or
event that actually or effectively causes or results in the person's ceasing,
for whatever reason, to be a Director of the Company or of any Affiliate,
including, without limitation, death, Disability, removal, severance at the
election of the Participant, retirement, failure to be elected or stand for
election as a Director, or severance as a result of the discontinuance,
liquidation, sale or transfer by the Company or its Affiliates of all
businesses owned or operated by the Company or its Affiliates.
In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.
ARTICLE III
Administration
3.1 Committee Structure and Authority. The Plan shall be administered
by the Committee which, except as provided herein, may be comprised of one or
more persons. The Committee shall be the Compensation Committee of the Board
of Directors, unless such committee does not exist or the Board establishes a
committee whose sole purpose is the administration of this Plan; provided that
only those members of the Compensation Committee of the Board who participate
in the decision relative to Options under the Plan shall be deemed to be part
of the "Committee" for purposes of the Plan. In the absence of an
appointment, the Board or the portion thereof that is a Disinterested Person
shall be the Committee. A majority of the Committee shall constitute a quorum
at any meeting thereof (including telephone conference) and the acts of a
majority of the members present, or acts approved in writing by a majority of
the entire Committee without a meeting, shall be the acts of the Committee for
purposes of this Plan. The Committee may authorize any one or more of its
members or an officer of the Company to execute and deliver documents on
behalf of the Committee. A member of the Committee shall not exercise any
discretion respecting himself or herself under the Plan. Any member of the
Committee may resign upon notice to the Board. The Committee may allocate
among one or more of its members, or may delegate to one or more of its
agents, such duties and responsibilities as it determines.
Among other things, the Committee shall have the authority, subject to
the terms of the Plan and the limitation of Rule 16b-3 so that the Plan is
described therein:
(a) to determine the terms and conditions of any Option hereunder
(including, but not limited to, the Option Price and Period, any
exercise restriction or limitation and any exercise acceleration or
forfeiture waiver regarding any Option and the shares of Common Stock
relating thereto);
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(b) to adjust the terms and conditions, at any time or from time
to time, of any Option, subject to the limitations of Section 7.1;
(c) to provide for the forms of Agreement to be utilized in
connection with this Plan;
(d) to determine whether a Participant has a Disability or a
retirement;
(e) to determine what securities law requirements are applicable
to the Plan, Options, and the issuance of shares of Common Stock and to
require of a Participant that appropriate action be taken with respect
to such requirements;
(f) to cancel, with the consent of the Participant or as otherwise
provided in the Plan or an Agreement, outstanding Options;
(g) to interpret and make a final determination with respect to
the remaining number of shares of Common Stock available under
Article IV;
(h) to require as a condition of the exercise of an Option or the
issuance or transfer of a certificate of Common Stock, the withholding
from a Participant of the amount of any federal, state or local taxes as
may be necessary in order for the Company or any other employer to
obtain a deduction or as may be otherwise required by law;
(i) to determine whether and with what effect an individual has
incurred a Termination of Directorship;
(j) to determine whether the Company or any other person has a
right or obligation to purchase Common Stock from a Participant and, if
so, the terms and conditions on which such Common Stock is to be
purchased;
(k) to determine the restrictions or limitations on the transfer
of Common Stock;
(l) to determine whether an Option is to be adjusted, modified or
purchased, or is to become fully exercisable, under the Plan or the
terms of an Agreement;
(m) to determine the permissible methods of Option exercise and
payment, including cashless exercise arrangements;
(n) to adopt, amend and rescind such rules and regulations as, in
its opinion, may be advisable in the administration of this Plan; and
(o) to appoint and compensate agents, counsel, auditors or other
specialists to aid it in the discharge of its duties.
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The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of
the Plan and any Option issued under the Plan (and any Agreement) and to
otherwise supervise the administration of the Plan. The Committee's policies
and procedures may differ with respect to Options granted at different times
and to different Participants.
Any determination made by the Committee pursuant to the provisions of
the Plan shall be made in its sole discretion, and in the case of any
determination relating to an Option, may be made at the time of the grant of
the Option or, unless in contravention of any express term of the Plan or an
Agreement, at any time thereafter. All decisions made by the Committee
pursuant to the provisions of the Plan shall be final and binding on all
persons, including the Company and Participants. Any determination shall not
be subject to de novo review if challenged in court.
ARTICLE IV
Stock Subject to Plan
4.1 Number of Shares. Subject to the adjustment under Section 4.6, the
total number of shares of Common Stock reserved and available for distribution
pursuant to Options under the Plan shall be 200,000 shares of Common Stock
authorized for issuance on the Effective Date. Such shares may consist, in
whole or in part, of authorized and unissued shares or treasury shares.
4.2 Release of Shares. If any shares of Common Stock that have been
optioned cease to be subject to an Option, if any shares of Common Stock that
are subject to any Option are forfeited, if any Option otherwise terminates
without issuance of shares of Common Stock being made to the Participant, or
if any shares (whether or not restricted) of Common Stock that were previously
issued under the Plan are received in connection with the exercise of an
Option, such shares, in the discretion of the Committee, may again be
available for distribution in connection with Options under the Plan.
4.3 Restrictions on Shares. Shares of Common Stock issued upon exercise
of an Option shall be subject to the terms and conditions specified herein and
to such other terms, conditions and restrictions as the Committee in its
discretion may determine or provide in the Option Agreement. The Company
shall not be required to issue or deliver any certificates for shares of
Common Stock, cash or other property prior to (i) the listing of such shares
on any stock exchange (or other public market) on which the Common Stock may
then be listed (or regularly traded), (ii) the completion of any registration
or qualification of such shares under federal or state law, or any ruling or
regulation of any government body which the Committee determines to be
necessary or advisable, and (iii) the satisfaction of any applicable
withholding obligation in order for the Company or an Affiliate to obtain a
deduction with respect to the exercise of an Option. The Company may cause
any certificate for any share of Common Stock to be delivered to be properly
marked with a legend or other notation reflecting the limitations on transfer
of such Common Stock as provided in this Plan or as the Committee may
otherwise require. The Committee may require any person exercising an Option
to make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of the shares of
Common Stock in compliance with applicable law or otherwise. Fractional
shares shall not be delivered, but shall be rounded to the next lower whole
number of shares.
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4.4 Shareholder Rights. No person shall have any rights of a shareholder
as to shares of Common Stock subject to an Option until, after proper exercise
of the Option or other action required, such shares shall have been recorded
on the Company's official shareholder records as having been issued or
transferred. Upon exercise of the Option or any portion thereof, the Company
will have thirty (30) days in which to issue the shares, and the Participant
will not be treated as a shareholder for any purpose whatsoever prior to such
issuance. No adjustment shall be made for cash dividends or other rights for
which the record date is prior to the date such shares are recorded as issued
or transferred in the Company's official shareholder records, except as
provided herein or in an Agreement.
4.5 Best Efforts To Register. The Company will register under the
Securities Act the Common Stock delivered or deliverable pursuant to Options
on Commission Form S-8 if available to the Company for this purpose (or any
successor or alternate form that is substantially similar to that form to the
extent available to effect such registration), in accordance with the rules
and regulations governing such forms, as soon as such forms are available for
registration to the Company for this purpose. The Company will use its best
efforts to cause the registration statement to become effective as soon as
possible and will file such supplements and amendments to the registration
statement as may be necessary to keep the registration statement in effect
until the earliest of (a) one year following the expiration of the Option
Period of the last Option outstanding, (b) the date the Company is no longer a
reporting company under the Exchange Act and (c) the date all Participants
have disposed of all shares delivered pursuant to any Option. The Company may
delay the foregoing obligation if the Committee reasonably determines that any
such registration would materially and adversely affect the Company's
interests or if there is no material benefit to Participants.
4.6 Anti-Dilution. In the event of any Company stock dividend, stock
split, combination or exchange of shares, recapitalization or other change in
the capital structure of the Company, corporate separation or division of the
Company (including, but not limited to, a split-up, spin-off, split-off or
distribution to Company shareholders other than a normal cash dividend), sale
by the Company of all or a substantial portion of its assets (measured on
either a stand-alone or consolidated basis), reorganization, rights offering,
a partial or complete liquidation, or any other corporate transaction, Company
share offering or event involving the Company and having an effect similar to
any of the foregoing, then the Committee shall adjust or substitute, as the
case may be, the number of shares of Common Stock available for Options under
the Plan, the number of shares of Common Stock covered by outstanding Options,
the exercise price per share of outstanding Options, and any other
characteristics or terms of the Options as the Committee shall deem necessary
or appropriate to reflect equitably the effects of such changes to the
Participants; provided, however, that any fractional shares resulting from
such adjustment shall be eliminated by rounding to the next lower whole number
of shares with appropriate payment for such fractional share as shall
reasonably be determined by the Committee.
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ARTICLE V
Option Grants
5.1 Eligibility. Each Director shall be eligible to be granted Options
to purchase shares of Common Stock as provided in the Plan.
5.2 Grant and Exercise. Each Director who is a Director on the Effective
Date shall be granted an Option on the Grant Date to purchase 5,000 shares of
Common Stock without further action by the Board or the Committee. On each
Grant Date after the Effective Date each person who is a Director on such
Grant Date shall be granted an Option to purchase 5,000 shares of Common Stock
without further action by the Board or the Committee. If the number of shares
of Common Stock available to grant under the Plan on a scheduled date of grant
is insufficient to make all automatic grants required to be made pursuant to
the Plan on such date, then each eligible Director shall receive an Option to
purchase a pro rata number of the remaining shares of Common Stock available
under the Plan; provided further, however, that if such proration results in
fractional shares of Common Stock, then such Option shall be rounded down to
the nearest number of whole shares of Common Stock. Once the total number of
shares received for issuance has been granted, no further shares shall be
granted. Each Option granted under this Plan shall be evidenced by an
Agreement, in a form approved by the Committee, which shall embody the terms
and conditions of such Option and which shall be subject to the express terms
and conditions set forth in the Plan.
5.3 Terms and Conditions. Options shall be subject to such terms and
conditions as shall be determined by the Committee and unless otherwise
provided in an Agreement shall include the following:
(a) Option Price. The Option Price of all Options shall be the
Fair Market Value per share on the Grant Date.
(b) Option Period. The Option Period of each Option shall be ten
(10) years.
(c) Exercisability. Subject to Section 6.1, Options shall be
exercisable upon the earliest of the date of the Participant's death or
Disability and the date that is the six-month anniversary of the Grant
Date. If the Committee provides that any Option is exercisable only in
installments, the Committee may at any time waive such installment
exercise provisions, in whole or in part. In addition, the Committee
may at any time accelerate the exercisability of any Option. An Option,
including any Options not yet exercised and the value of the Account not
yet distributed shall be forfeited if the Participant incurs a
Termination of Directorship due to Cause.
(d) Method of Exercise. A Participant desiring to exercise an
Option, in whole or in part, at any time during the Option Period must
give written notice of exercise on a form provided by the Committee (if
available) to the Company specifying the number of shares of Common
Stock subject to the Option to be purchased. Such notice shall be
accompanied by payment in full of the purchase price by cash or check or
such other form of payment as the Company may accept. If approved by
the Committee, payment in full or in part may also be made (i) by
delivering Common Stock already owned by the Participant having a
total Fair Market Value on the date of such delivery equal to the Option
Price; (ii) by the execution and delivery of a note or other evidence of
indebtedness (and any security agreement thereunder) satisfactory to the
Committee and permitted in accordance with Section 5.3(e); (iii) by
authorizing the Company to retain shares of Common Stock which would
otherwise be issuable upon exercise of the Option having a total Fair
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Market Value on the date of delivery equal to the Option Price; (iv) by
the delivery of cash or the extension of credit by a broker-dealer to
whom the Participant has submitted a notice of exercise or otherwise
indicated an intent to exercise (in accordance with Part 220,
Chapter II, Title 12 of the Code of Federal Regulations, so-called
"cashless" exercise); or (v) by any combination of the foregoing. No
shares of Common Stock shall be issued until full payment therefor has
been made.
(e) Company Loan or Guarantee. Upon the exercise of any Option and
subject to the pertinent Agreement and the discretion of the Committee,
the Company may at the request of the Participant:
(i) lend to the Participant, with recourse, an amount equal
to such portion of the Option Price as the Committee may
determine; or
(ii) guarantee a loan obtained by the Participant from a
third-party for the purpose of tendering the Option Price.
The terms and conditions of any loan or guarantee, including the term,
interest rate, and any security interest thereunder, shall be determined by
the Committee, except that no extension of credit or guarantee shall obligate
the Company for an amount to exceed the lesser of the aggregate Fair Market
Value per share of the Common Stock on the date of exercise, less the par
value of the shares of Common Stock to be purchased upon the exercise of the
Option, or the amount permitted under applicable laws or the regulations and
rules of the Federal Reserve Board and any other governmental agency having
jurisdiction.
(f) Non-transferability of Options. Except as provided in an Agreement,
no Option shall be transferable by the Participant other than by will or by
the laws of descent and distribution, and all Options shall be exercisable
during the Participant's lifetime only by the Participant. Notwithstanding
the foregoing, if and to the extent transferability is permitted by and exempt
under Rule 16b-3 and except as otherwise provided herein or in an Agreement,
every Option granted hereunder shall be freely transferable.
(g) Cashing Out of Option; Settlement of Spread Value in Stock. On
receipt of written notice of exercise any Option for which at least six months
has elapsed since the Grant Date (provided that such limitation of six months
shall not apply to an Option granted to a Participant who has died), the
Committee may elect to cash out all or part of the portion of any Option to be
exercised by paying the Participant an amount, in cash or Common Stock, equal
to the Spread times the number of shares of Common Stock subject to the Option
on the effective date of such cash out. Cash outs relating to Options held by
a Participant who is actually or potentially subject to Section 16(b) of the
Exchange Act shall comply with the "window period" provisions of Rule 16b-3,
to the extent applicable, and the Committee may determine the Spread by
applying the Fair Market Value based on the highest mean sales price of the
Common Stock on any exchange on which the Common Stock is listed (or NASDAQ)
on any day during such "window period".
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ARTICLE VI
Change in Control Provisions
6.1 Impact of Event. Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change in Control:
(a) Any Options outstanding as of the date such Change in Control
and not then exercisable shall become fully exercisable to the full
extent of the original grant.
(b) Notwithstanding any other provision of the Plan, unless the
Committee shall provide otherwise in an Agreement, a Change in Control
is within six months of the Grant Date of the Option held by a
Participant (except a Participant who has died during such six month
period), such Option shall be cancelled in exchange for a payment to the
Participant on the date of the Participant's Termination of Directorship
equal to the Spread multiplied by the number of shares of Common Stock
granted under the Option, plus interest on such amount at the prime rate
determined from the date of the Change in Control to the date of the
Termination of Directorship.
ARTICLE VII
Miscellaneous
7.1 Amendments and Termination. The Board may amend, alter, discontinue
or terminate the Plan at any time, but no amendment, alteration,
discontinuation or termination shall be made which would (a) reduce or impair
the rights of a Participant under an Option theretofore granted without the
Participant's consent, except such an amendment made to cause the Plan to
qualify for the exemption provided by Rule 16b-3 or (b) disqualify the Plan
from the exemption provided by Rule 16b-3. In addition, no such amendment
shall be made without the approval of the Company's shareholders to the extent
such approval is required by law or agreement. Notwithstanding the foregoing,
the Plan may not be amended more than once every six (6) months to change the
Plan provisions listed in Rule 16b-3, other than to comport with changes in
the Code or Rule 16b-3.
The Committee may amend the Plan at any time provided that (a) no
amendment shall impair the rights of any Participant under any Option
theretofore granted without the Participant's consent, (b) no amendment shall
disqualify the Plan from the exemption provided by Rule 16b-3, and (c) any
amendment shall be subject to the approval or rejection of the Board.
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The Committee may amend the terms of any Option, prospectively or
retroactively, but no such amendment shall impair the rights of any
Participant without the Participant's consent, except such an amendment made
to cause the Plan or Option to qualify for the exemption provided by Rule
16b-3. The Committee may also substitute new Options for previously granted
Options, including previously granted Options having higher Option Prices but
no such substitution shall be made which would impair the rights of
Participants under such Option theretofore granted without the Participant's
consent. The Committee's discretion to amend the Plan or Agreement shall be
limited to the Plan's constituting a plan described in Rule 16b-3.
Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account changes in law and tax and accounting rules, as
well as other developments and to grant Options which qualify for beneficial
treatment under such rules without shareholder approval.
The Board may terminate the Plan at any time.
7.2 General Provisions.
(a) Representation. The Committee may require each person
purchasing or receiving shares pursuant to an Option to represent to and
agree with the Company in writing that such person is acquiring the
shares without a view to the distribution thereof. The certificates for
such shares may include any legend which the Committee deems appropriate
to reflect any restrictions on transfer.
(b) No Additional Obligation. Nothing contained in the Plan shall
prevent the Company or an Affiliate from adopting other or additional
compensation arrangements for Directors or employees.
(c) Withholding. No later than the date as of which an amount
first becomes includible in the gross income of the Participant for
Federal income tax purposes with respect to any Option, the Participant
shall pay to the Company (or other entity identified by the Committee),
or make arrangements satisfactory to the Company or other entity
identified by the Committee regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be withheld
with respect to such amount required in order for the Company or an
Affiliate to obtain a current deduction. Unless otherwise determined by
the Committee, withholding obligations may be settled with Common Stock,
including Common Stock that is part of the Option that gives rise to the
withholding requirement provided that any applicable requirements under
Section 16 of the Exchange Act are satisfied. The obligations of the
Company under the Plan shall be conditional on such payment or
arrangements, and the Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Participant.
(d) Representation. The Committee shall establish such procedures
as it deems appropriate for a Participant to designate a Representative
to whom any amounts payable in the event of the Participant's death are
to be paid.
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(e) Controlling Law. The Plan and all Options made and actions
taken thereunder shall be governed by and construed in accordance with
the laws of the State of Delaware (other than its law respecting choice
of law). The Plan shall be construed to comply with all applicable law,
and to avoid liability to the Company, an Affiliate or a Participant,
including, without limitation, liability under Section 16(b) of the
Exchange Act.
(f) Offset. Any amounts owed to the Company or an Affiliate by the
Participant of whatever nature may be offset by the Company from the
value of any shares of Common Stock, cash or other thing of value under
this Plan or an Agreement to be transferred to the Participant, and no
shares of Common Stock, cash or other thing of value under this Plan or
an Agreement shall be transferred unless and until all disputes between
the Company and the Participant have been fully and finally resolved and
the Participant has waived all claims to such against the Company or an
Affiliate.
7.3 Rights with Respect to Continuance of Employment. Nothing contained
herein shall be deemed to alter the relationship between the Company or an
Affiliate and a Participant, or the contractual relationship between a
Participant and the Company or an Affiliate if there is a written contract
regarding such relationship. Nothing contained herein shall be construed to
constitute a contract of employment or appointment between the Company or an
Affiliate and a Participant. The Company or an Affiliate and each of the
Participants continue to have the right to terminate the employment or other
relationship at any time for any reason, except as provided in a written
contract. The Company or an Affiliate shall have no obligation to retain the
Participant in its employ or service as a result of this Plan. There shall be
no inference as to the length of employment or service hereby, and the Company
or an Affiliate reserves the same rights to terminate the Participant's
employment or service as existed prior to the individual becoming a
Participant in this Plan.
7.4 Options in Substitution for Options Granted by Other Corporations.
Options may be granted under the Plan from time to time in substitution for
awards held by employees, directors or service providers of other corporations
who are about to become Directors of the Company or an Affiliate as the result
of a merger or consolidation of the employing corporation with the Company or
an Affiliate, or the acquisition by the Company or an Affiliate of the assets
of the employing corporation, or the acquisition by the Company or Affiliate
of the stock of the employing corporation, as the result of which it becomes a
designated employer under the Plan. The terms and conditions of the Options
so granted may vary from the terms and conditions set forth in this Plan at
the time of such grant as the majority of the members of the Committee may
deem appropriate to conform, in whole or in part, to the provisions of the
awards in substitution for which they are granted.
7.5 Procedure for Adoption. Any Affiliate of the Company may by
resolution of such Affiliate's board of directors, with the consent of the
Board of Directors and subject to such conditions as may be imposed by the
Board of Directors, adopt the Plan for the benefit of its Directors as of the
date specified in the board resolution.
7.6 Procedure for Withdrawal. Any Affiliate which has adopted the Plan
may, by resolution of the board of directors of such direct or indirect
subsidiary, with the consent of the Board of Directors and subject to such
conditions as may be imposed by the Board of Directors, terminate its adoption
of the Plan.
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7.7 Delay. If at the time a Participant incurs a Termination of
Directorship (other than due to Cause) or if at the time of a Change in
Control, the Participant is subject to "short-swing" liability under Section
16 of the Exchange Act, any time period provided for under the Plan or an
Agreement to the extent necessary to avoid the imposition of liability shall
be suspended and delayed during the period the Participant would be subject to
such liability, but not more than six (6) months and one (1) day and not to
exceed the Option Period. The Company shall have the right to suspend or
delay any time period described in the Plan or an Agreement if the Committee
shall determine that the action may constitute a violation of any law or
result in liability under any law to the Company, an Affiliate or a
shareholder of the Company until such time as the action required or permitted
shall not constitute a violation of law or result in liability to the Company,
an Affiliate or a shareholder of the Company. The Committee shall have the
discretion to suspend the application of the provisions of the Plan required
solely to comply with Rule 16b-3 if the Committee shall determine that Rule
16b-3 does not apply to the Plan.
7.8 Headings. The headings contained in this Plan are for reference
purposes only and shall not affect the meaning or interpretation of this Plan.
7.9 Severability. If any provision of this Plan shall for any reason be
held to be invalid or unenforceable, such invalidity or unenforceability shall
not effect any other provision hereby, and this Plan shall be construed as if
such invalid or unenforceable provision were omitted.
7.10 Successors and Assigns. This Plan shall inure to the benefit of and
be binding upon each successor and assign of the Company. All obligations
imposed upon a Participant, and all rights granted to the Company hereunder,
shall be binding upon the Participant's heirs, legal representatives and
successors.
7.11 Entire Agreement. This Plan and the Agreement constitute the entire
agreement with respect to the subject matter hereof and thereof, provided that
in the event of any inconsistency between the Plan and the Agreement, the
terms and conditions of this Plan shall control.
Executed on this 14th day of September, 1994.
PARKER DRILLING COMPANY
By: /s/ Robert L. Parker Jr.
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EXHIBIT 4.5
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Nonqualified Stock Option Agreement
for Stock Options Granted
Under the
Parker Drilling Company
1994 Non-Employee Director Stock Option Plan
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NONQUALIFIED STOCK OPTION AGREEMENT
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THIS NONQUALIFIED STOCK OPTION AGREEMENT dated
as of January 4, 1995 ("Grant Date"), is between PARKER
DRILLING COMPANY, a Delaware corporation (the
"Company"), and ______________________, a non-employee
director of the Company (the "Participant").
WHEREAS, the Company desires, by affording the Participant an
opportunity to purchase shares of the Company's Common Stock as hereinafter
provided, to carry out the purposes of the PARKER DRILLING COMPANY 1994 Non-
Employee Director Stock Option Plan (the "Plan"); and
WHEREAS, the Committee has duly made all determinations necessary or
appropriate to the grants hereunder;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto have agreed, and
do hereby agree, as follows:
1. Grant of Option, Option Price and Term.
---------------------------------------
(a) The Company hereby grants to the Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, the right and option (the "Option") to purchase 5,000 shares of the
Common Stock of the Company ("Option Shares") on the terms and conditions
herein set forth.
(b) For each of the Option Shares purchased, the Participant shall pay
to the Company $_____________ per share (the "Option Price"). Accordingly,
the aggregate Option Price to exercise all of the Option is $_____________
("Aggregate Option Price").
(c) The term of this Option shall be a period of ten (10) years from
the Grant Date (the "Option Period"). During the Option Period, the Option
shall be exercisable in accordance with the following schedule:
<TABLE>
<CAPTION>
Percentage of Option Shares
Grant Date Anniversary Exercisable
- ---------------------- ---------------------------
<S> <C>
Prior to six months after 0%
the Grant Date
On or after six months after 100%
the Grant Date
</TABLE>
Notwithstanding the foregoing, in the event the Participant incurs a
Disability or dies prior to six (6) months after the Grant Date, all or any
portion of the Option Shares which are not exercisable on the date immediately
proceeding the date the Participant incurs a Disability or dies shall become
exercisable on the date the Participant incurs such Disability or death.
(d) The Option granted hereunder is designated as a nonqualified stock
option.
(e) The Company shall not be required to issue any fractional Option Shares.
<PAGE>
<PAGE>
2. Exercise.
---------
The Option shall be exercisable during the Participant's lifetime only
by the Participant or his or her Representative, and after the Participant's
death only by a Representative. The Option may only be exercised by the
delivery to the Company of a properly completed written notice, in form
satisfactory to the Committee, which notice shall specify the number of Option
Shares to be purchased and the aggregate Option Price for such shares,
together with payment in full of such aggregate Option Price. Payment shall
only be made in one or more of the following methods and in a manner so as not
to violate Rule 16b of the Exchange Act:
(a) in cash or by check;
(b) by the delivery to the Company of a valid and enforceable stock
certificate (or certificates) representing shares of Common Stock, which is
endorsed in blank or accompanied by an executed stock power (or powers) and
guaranteed in a manner acceptable to the Committee;
(c) by reducing the number of shares of Common Stock to be issued and
delivered to the Participant upon such exercise;
(d) in cash by a broker-dealer to whom the Participant has submitted a
notice of exercise; or
(e) in any combination of (a), (b), (c) or (d).
If any part of the payment of the Option Price is made in shares of Common
Stock, such shares shall be valued by using their Fair Market Value as of
their date of delivery.
The Option shall not be exercised unless there has been compliance with
all the preceding provisions of this Section 2, and, for all purposes of this
Nonqualified Stock Option Agreement, the date of the exercise of the Option
shall be the date upon which there is compliance with all such requirements.
3. Payment of Withholding Taxes.
-----------------------------
If the Company is obligated to withhold an amount on account of any
Federal, state or local tax imposed as a result of the exercise of the Option,
including, without limitation, any Federal, state or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax, then the
Participant shall (1) pay, concurrently with such exercise, such amount to the
Company in cash or by check payable to the Company; (2) irrevocably elect at
least six (6) months in advance of such exercise (or elect incident to a
Disability or death) to have shares of Common Stock, which would otherwise be
issued, withheld by the Company; or (3) as otherwise permitted by the Plan.
4. Requirements of Law; Registration and Transfer Requirements.
------------------------------------------------------------
The Company shall not be required to sell or issue any shares under the
Option if the issuance of such shares shall constitute a violation of any
provision of any law or regulation of any governmental authority. This Option
and each and every obligation of the Company hereunder are subject to the
requirement that the Option may not be exercised or performed, in whole or in
part, unless and until the Option Shares are listed, registered or qualified,
properly marked with a legend or other notation, or otherwise restricted, as
is provided for in the Plan.
<PAGE>
<PAGE>
5. Adjustments/Change in Control.
------------------------------
In the event of a Change in Control or other corporate restructuring
provided for in the Plan, the Participant shall have such rights, and the
Committee shall take such actions, as are provided for in the Plan.
6. Nontransferability.
-------------------
The Option and any interest in the Option may not be sold, assigned,
conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner
other than by will or the laws of descent and distribution. Notwithstanding
any other provision of this Nonqualified Stock Option Agreement, any such
attempted sale, assignment, conveyance, gift, pledge, hypothecation or
transfer shall be null and void and shall nullify the Option immediately.
7. Plan.
-----
Notwithstanding any other provision of this Nonqualified Stock Option
Agreement, the Option is granted pursuant to the Plan, as in effect on the
date hereof, and is subject to all the terms and conditions of the Plan, as
the same may be amended from time to time; provided, however, that no
amendment to either the Plan or this Nonqualified Stock Option Agreement shall
deprive the Participant, without the Participant's consent, of the Option or
of any of Participant's rights under this Nonqualified Stock Option Agreement.
The interpretation and construction by the Committee of the Plan, this
Nonqualified Stock Option Agreement, the Option, and such rules and
regulations as may be adopted by the Committee for the purpose of
administering the Plan, shall be final and binding upon the Participant.
Until the Option shall expire, terminate or be exercised in full, the Company
shall, upon written request therefor, send a copy of the Plan, in its then-
current form, to the Participant or any other person or entity then entitled
to exercise the Option.
Participant hereby acknowledges receipt of a copy of the Plan.
8. Stockholder Rights.
-------------------
Until the Option shall have been duly exercised to purchase such Option
Shares and such shares have been officially recorded as issued on the
Company's official stockholder records, no person or entity shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of any
Option Shares, and adjustments for dividends or otherwise shall be made only
if the record date therefor is subsequent to the date such shares are recorded
and after the date of exercise and without duplication of any adjustment.
9. Disclosure Rights.
------------------
The Company shall have no duty or obligation to affirmatively disclose
to the Participant or a Representative, and the Participant or Representative
shall have no right to be advised of, any material information regarding the
Company or an Affiliate at any time prior to, upon or in connection with the
exercise of an Option or the Company's purchase of Common Stock in accordance
with the terms of this Nonqualified Stock Option Agreement.
<PAGE>
<PAGE>
10. Investment Representation and Agreement.
----------------------------------------
The Committee may require the Participant to furnish to the Company,
prior to the issuance of any shares of Common Stock upon the exercise of all
or any part of this Option, an agreement (in such form as such Committee may
specify) in which the Participant represents that the shares of Common Stock
acquired by him upon exercise are being acquired for investment and not with a
view to the sale or distribution thereof.
11. Governing Law.
--------------
This Nonqualified Stock Option Agreement and the Option granted
hereunder shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware (other than its laws respecting choice of
law).
12. Entire Agreement.
-----------------
This Nonqualified Stock Option Agreement, together with the Plan,
constitute the entire obligation of the parties hereto with respect to the
subject matter hereof and shall supersede any prior expressions of intent or
understanding with respect to this transaction.
13. Definitions.
------------
Wherever initial capitalization of a term is used in this Nonqualified
Stock Option Agreement, it shall have the same meaning as that given to it by
the Plan, except to the extent such meaning should conflict with any meaning
afforded to such term in this Nonqualified Stock Option Agreement.
14. Amendment.
----------
Any amendment to this Nonqualified Stock Option Agreement shall be in
writing and signed by the Company.
15. Waiver; Cumulative Rights.
--------------------------
The failure or delay of either party to require performance by the other
party of any provision hereof shall not affect its right to require
performance of such provision unless and until such performance has been
waived in writing. Each and every right hereunder is cumulative and may be
exercised in part or in whole from time to time.
16. Counterparts.
-------------
This Nonqualified Stock Option Agreement may be signed in two
counterparts, each of which shall be an original, but both of which shall
constitute but one and the same instrument.
<PAGE>
<PAGE>
17. Notices.
--------
Any notice which either party hereto may be required or permitted to
give the other shall be in writing and may be delivered personally or by mail,
postage prepaid, addressed to the Secretary of the Company, Eight East Third
Street, Tulsa, Oklahoma, and the Participant at his or her address as shown on
the Company's payroll records, or to such other address as the Participant, by
notice to the Company, may designate in writing from time to time.
18. Headings.
---------
The headings contained in this Nonqualified Stock Option Agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this Nonqualified Stock Option Agreement.
19. Severability.
-------------
If any provision of this Nonqualified Stock Option Agreement shall for
any reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not effect any other provision hereof, and this
Nonqualified Stock Option Agreement shall be construed as if such invalid or
unenforceable provision were omitted.
20. Successors and Assigns.
-----------------------
This Nonqualified Stock Option Agreement shall inure to the benefit of
and be binding upon each successor and assign of the Company. All obligations
imposed upon the Participant or a Representative, and all rights granted to
the Company hereunder, shall be binding upon the Participant's or the
Representative's heirs, legal representatives and successors.
IN WITNESS WHEREOF, the Company has caused this Nonqualified Stock
Option Agreement to be duly executed by an officer thereunto duly authorized,
and the Participant has hereunto set his hand, all as of the day and year
first above written.
PARKER DRILLING COMPANY
By:
-----------------------------------
Title:
-----------------------------------
PARTICIPANT
By:
---------------------------------
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 4.6
-----------
Parker Drilling Company Limited
Deferred Compensation Plan
for Nonresident Aliens
EFFECTIVE APRIL 1, 1994
<PAGE>
<PAGE>
PARKER DRILLING COMPANY LIMITED DEFERRED COMPENSATION PLAN
- -----------------------------------------------------------------------------
PARKER DRILLING COMPANY LIMITED (the "Company") adopts, effective as of
April 1, 1994, an unfunded, deferred compensation plan on behalf of certain
designated employees of the Company or of a Commonly Controlled Entity. This
document defines the provisions of such plan and shall be known as the "Parker
Drilling Company Limited Deferred Compensation Plan."
This plan is intended in part to be an unfunded, deferred compensation plan
maintained outside of the United States primarily for the benefit of persons
substantially all of whom are nonresident aliens.
ALL BENEFITS PAYABLE UNDER THIS PLAN CONSTITUTE GENERAL CORPORATE OBLIGATIONS
WHICH SHALL BE SUBJECT TO THE CLAIMS OF THE GENERAL CREDITORS OF THE COMPANY
IN THE EVENT OF THE COMPANY'S INSOLVENCY.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
- -----------------------------------------------------------------------------
<S> <C>
ARTICLE I
DEFINITIONS................................................................ 1
1.1 "Accounting Period"............................................ 1
1.2 "Accounts"..................................................... 1
1.3 "Authorized Leave of Absence".................................. 1
1.4 "Beneficiary".................................................. 2
1.5 "Board of Directors"........................................... 2
1.6 "Bonus Award".................................................. 2
1.7 "Committee".................................................... 2
1.8 "Commonly Controlled Entity"................................... 2
1.9 "Company"...................................................... 2
1.10 "Company Stock"................................................ 2
1.11 "Compensation"................................................. 2
1.12 "Conversion Election".......................................... 2
1.13 "COO".......................................................... 2
1.14 "Deferrals".................................................... 3
1.15 "Deferral Election" or "Election".............................. 3
1.16 "Deferral Percentage".......................................... 3
1.17 "Designated Participant"....................................... 3
1.18 "Effective Date"............................................... 3
1.19 "Eligible Employee"............................................ 3
1.20 "Employee"..................................................... 3
1.21 "Employer"..................................................... 3
1.22 "Enrollment Election".......................................... 4
1.23 "Exchange Act"................................................. 4
1.24 "Installment Form of Payment".................................. 4
1.25 "Investment Election".......................................... 4
1.26 "Investment Fund" or "Fund".................................... 4
1.27 "Notice Date".................................................. 4
1.28 "Participant".................................................. 4
1.29 "Payment Date"................................................. 4
1.30 "Plan"......................................................... 5
1.31 "Plan Year".................................................... 5
1.32 "Settlement Date".............................................. 5
1.33 "Spouse"....................................................... 5
1.34 "Sweep Date"................................................... 5
1.35 "Termination of Employment".................................... 5
1.36 "Trade Date"................................................... 5
ARTICLE II
PARTICIPATION.............................................................. 6
2.1 Eligibility.................................................... 6
2.2 New Hires...................................................... 6
ARTICLE III
PARTICIPANT DEFERRAL....................................................... 7
3.1 Deferral Election.............................................. 7
3.2 Election Procedures............................................ 7
ARTICLE IV
DEFERRALS AND POSTING...................................................... 9
4.1 Base Pay Deferrals............................................. 9
4.2 Bonus Deferral................................................. 9
4.3 Matching Deferral.............................................. 9
</TABLE>
- i -
<PAGE>
<PAGE>
[CAPTION]
TABLE OF CONTENTS (continued)
- -----------------------------------------------------------------------------
<TABLE>
<S> <C>
ARTICLE V
PARTICIPANTS' ACCOUNTS..................................................... 10
5.1 Individual Participant Accounting.............................. 10
5.2 Accounting for Investment Funds................................ 10
ARTICLE VI
INVESTMENT FUNDS AND ELECTIONS............................................. 11
6.1 General........................................................ 11
6.2 Investment of Deferrals........................................ 11
6.3 Investment of Accounts......................................... 11
6.4 Investment Returns on Base Pay Deferrals....................... 12
6.5 Restrictions on Investment..................................... 12
ARTICLE VII
VESTING AND FORFEITURES.................................................... 13
7.1 Fully Vested Accounts.......................................... 13
ARTICLE VIII
IN-SERVICE WITHDRAWALS..................................................... 14
8.1 Withdrawals for General Hardship............................... 14
8.2 Withdrawal Processing.......................................... 14
ARTICLE IX
DISTRIBUTIONS.............................................................. 15
9.1 Base Pay Accounts.............................................. 15
9.4 Death Benefit of Accounts...................................... 16
ARTICLE X
AMENDMENT, TERMINATION AND MERGER.......................................... 17
ARTICLE XI
MISCELLANEOUS PROVISIONS................................................... 18
11.1 Administration................................................. 18
11.2 Finality of Determination...................................... 18
11.3 Expenses....................................................... 18
11.4 Indemnification and Exculpation................................ 18
11.5 Funding........................................................ 18
11.6 Corporate Action............................................... 19
11.7 Interests not Transferable..................................... 19
11.8 Legal Fees and Expenses........................................ 19
11.9 Deduction of Taxes from Amounts Payable........................ 19
11.10 Facility of Payment............................................ 19
11.11 Company Merger................................................. 19
11.12 Gender and Number.............................................. 19
11.13 Invalidity of Certain Provisions............................... 19
11.14 Headings....................................................... 20
11.15 Notice and Information Requirements............................ 20
11.16 Governing Law.................................................. 20
</TABLE>
- ii -
<PAGE>
<PAGE>
ARTICLE I.
- -----------------------------------------------------------------------------
DEFINITIONS
-----------
The following sections of this Article I provide basic definitions of
terms used throughout the Plan, and whenever used herein in a capitalized
form, except as otherwise expressly provided, the terms shall be deemed to
have the following meanings:
1.1 "Accounting Period" means each business day.
-------------------
1.2 "Accounts" means the record of a Participant's interest in this
----------
Plan represented by his or her:
(a) "Base Pay Account" means a Participant's interest in this
-----------------
Plan composed of Base Pay Deferrals posted for each Plan Year to the
Participant under this Plan, if any (as identified by the Committee) for
such Plan Year, plus all income and gains credited to and minus all
losses deemed charged to such account from an Investment Fund and minus
all withdrawals and distributions actually charged to such account.
(b) "Bonus Account" which means a Participant's interest in this
---------------
Plan composed of Bonus Deferrals posted for each Plan Year to the
Participant under this Plan, if any (as identified by the Committee) for
such Plan Year, plus all income and gains credited to and minus all
losses charged to such account, and minus all withdrawals and
distributions actually charged to such account; and
(c) "Matching Account" which means a Participant's interest in
------------------
this Plan composed of Matching Deferrals posted for each Plan Year to
the Participant under this Plan (as identified by the Committee) for
such Plan Year, plus all income and gains deemed credited to and minus
all losses deemed charged to such account, and minus all withdrawals and
distributions actually charged to such account.
1.3 "Authorized Leave of Absence" means an absence, with or without
-----------------------------
Compensation, authorized on a nondiscriminatory basis by a Commonly Controlled
Entity under its standard personnel practices applicable to the Employee,
including any period of time during which such person is covered by a
short-term disability plan of his Employer. The date that an Employee's
Authorized Leave of Absence ends shall be determined in accordance with the
personnel policies of such Commonly Controlled Entity, which ending date shall
be no earlier than the date that the Authorized Leave of Absence is scheduled
to end, unless the Employee communicates to such Commonly Controlled Entity
that he is to have a Termination of Employment as of an earlier date.
1.4 "Beneficiary" means with respect to the balance of a Participant's
-------------
Accounts as of the death of such Participant, each person designated by the
Participant on his or her most recent Enrollment Election form approved by the
Committee; provided that if a Participant fails to designate a Beneficiary on
an Enrollment Election form or if all such designated persons predecease the
Participant without the Participant completing a new, approved Enrollment
Election form, then Beneficiary means the Participant's estate.
- 1 -
<PAGE>
<PAGE>
A Beneficiary's participation continues until his or her Accounts are
distributed.
1.5 "Board of Directors" means the board of directors of the Company.
--------------------
1.6 "Bonus Award" means the amount of award payable to a
-------------
Participant during the Plan Year (without regard to his or her Deferral
Election).
1.7 "Committee" means the committee appointed pursuant to the
-----------
terms of the Plan to manage and control the operation and administration of
the Plan.
1.8 "Commonly Controlled Entity" means an Employer and any
----------------------------
corporation, trade or business which is an affiliate of the Employer.
1.9 "Company" means PARKER DRILLING COMPANY LIMITED or any successor
---------
corporation by merger, consolidation, purchase, or otherwise.
1.10 "Company Stock" means common stock of Parker Drilling Company.
---------------
1.11 "Compensation" means:
--------------
(a) for purposes of Base Pay Deferrals, base pay paid to an
Eligible Employee by an Employer during a Plan Year (without regard to
any Deferral Election for such Plan Year); and
(b) for purposes of Bonus Deferrals, a Participant's Bonus
Award.
1.12 "Conversion Election" means an election, on such form that may be
---------------------
required by the Committee, by a Participant to change the method of measuring
the investment return on such Participant's Accounts by investment of all or
some specified portion of such Participant's Accounts from one Investment Fund
to another Investment Fund. No Conversion Election shall be deemed to have
been given to the Committee unless it is complete and delivered in accordance
with the procedures established by such Committee for this purpose.
1.13 "COO" means the Chief Operating Officer of Parker Drilling
-----
Company.
1.4 "Deferrals" means amounts posted to this Plan by a Participant.
-----------
Specific types of deferrals include:
(a) "Base Pay". An amount based upon the Participant's Deferral
Election to defer some or all of his or her Compensation.
(b) "Bonus". An amount based upon the Participant's Deferral
Election to defer some or all of his or her Compensation.
(c) "Matching". An amount based upon the Base Pay or Bonus
Deferral made by the eligible Participant.
- 2 -
<PAGE>
<PAGE>
1.15 "Deferral Election" or "Election" means irrevocable elections made
---------------------------------
by a Participant (a) to reduce his or her Compensation for a Plan Year by an
amount equal to the product of his or her Deferral Percentage and such
Compensation subject to the Deferral Election; (b) to select whether Base Pay
Deferrals for that Plan Year will be paid in an Installment Form of Payment;
and (c) to select a Payment Date for the Deferrals for that Plan Year.
1.16 "Deferral Percentage" means (a) with respect to Base Pay
---------------------
Deferrals, the percentage of a Participant's Compensation for a Plan Year
which is to be deferred and posted to this Plan; and (b) with respect to Bonus
Deferrals, the percentage of a Participant's Compensation for a Plan Year
which is to be deferred and posted to this Plan.
1.17 "Designated Participant" means an individual who is allowed to be
------------------------
a Participant of this Plan because he or she is on the list of Employees as
being an Eligible Employee for the purpose of this Plan as determined by the
COO.
1.18 "Effective Date" means April 1, 1994, the date upon which the
----------------
provisions of this document become effective. In general, the provisions of
this document only apply to Participants who are Employees on or after the
Effective Date.
1.19 "Eligible Employee" means any Employee who is not a U.S. citizen,
-------------------
is not a resident in the United States and who is a Designated Participant.
1.20 "Employee" means any person who is considered to be an employee
----------
pursuant to the personnel policies of, or who renders services as a common law
employee to, the Employer.
1.21 "Employer" means the Company and any Commonly Controlled Entity
whose Employees are eligible to participate in the Plan as determined by the
COO.
1.22 "Enrollment Election" means irrevocable elections made by a
---------------------
Participant (a) to select the term of his or her Installment Form of Payment;
and (b) to select the Payment Date of his or her Accounts following
Termination of Employment.
1.23 "Exchange Act" means the Securities Exchange Act of 1934, as
--------------
amended.
1.24 "Installment Form of Payment" means with respect to each Plan
-----------------------------
Year's Base Pay Account, the term of years selected by the Participant in his
or her annual Deferral Election form over which to pay such Base Pay in annual
installments commencing as of the Payment Date of such Base Pay Account and
payable on each January 1 thereafter over a period of not less than two (2)
nor more than ten (10) years (stated as a number of whole integers), with each
installment being an amount equal to the amount determined by dividing the
applicable balance of such Base Pay Account as of the date of payment by the
number of dates of payment remaining in the installment period (including the
current date of payment).
- 3 -
<PAGE>
<PAGE>
1.25 "Investment Election" means an election, on such form that may be
---------------------
required by the Committee, made by a Participant to direct the method of
measuring the investment return on his or her Deferrals by investment of such
Deferrals into one or more Investment Funds. No Investment Election shall be
deemed to have been given to the Committee unless it is complete and delivered
in accordance with the procedures established by such Committee for this
purpose.
1.26 "Investment Fund" or "Fund" means one or more of the investment
---------------------------
alternatives which are available at any determination date, as determined by
the COO.
1.27 "Notice Date" means the date established by the Committee as the
-------------
deadline for it to receive a Deferral Election or any other notification with
respect to an administrative matter in order to be effective under this Plan
which shall be November 30 with respect to each succeeding Plan Year and
June 1, 1994 with respect to the 1994 Plan Year.
1.28 "Participant" means an Eligible Employee who begins to participate
-------------
in the Plan after completing the eligibility requirements. A Participant's
participation continues until his Accounts are distributed.
1.29 "Payment Date" means:
--------------
(a) with respect to each Plan Year, the date designated by a
Participant to distribute or commence to distribute his or her Base Pay
or Bonus Account for that Plan Year; and
(b) with respect to a Termination of Employment, the date
designated by a Participant for all of his or her Accounts to be
distributed or commence to be distributed which date is not later than
the first day of the fifteenth (15th) month following a Participant's
Termination of Employment.
1.30 "Plan" means the PARKER DRILLING COMPANY LIMITED DEFERRED
------
COMPENSATION PLAN, as set forth herein and as hereafter may be amended from
time to time.
1.31 "Plan Year" means the annual accounting period of the Plan which
-----------
ends on each December 31.
1.32 "Settlement Date" means the date on which financial transactions
-----------------
from a Trade Date are settled with cash or an interest in an Investment Fund.
1.33 "Spouse" means a person who, as of the earlier of a Participant's
--------
Payment Date and death, is alive and married to the Participant within the
meaning of the laws of the State of the Participant's residence as evidenced
by a valid marriage certificate or other proof acceptable to the Committee.
- 4 -
<PAGE>
<PAGE>
1.34 "Sweep Date" means the date established by the Committee as the
------------
cutoff date and time for the Committee to receive notification with respect to
a financial transaction in order to be executed with respect to such Trade
Date.
1.35 "Termination of Employment" occurs when a person ceases to be an
---------------------------
Employee as determined by the personnel policies of the Company. Transfer of
employment from the Company, or from one affiliate of the Company to another
affiliate of the Company, shall not constitute a Termination of Employment for
purposes of this Plan.
1.36 "Trade Date" means the date as of which a financial transaction is
------------
executed (e.g. Investment Election, Conversion Election, Payment Date).
- 5 -
<PAGE>
<PAGE>
ARTICLE II
- -----------------------------------------------------------------------------
PARTICIPATION
-------------
2.1 Eligibility. On or after the Effective Date, each individual who
------------
is an Eligible Employee on a January 1st shall become a Participant for that
Plan Year if he has a Deferral Election in effect for that Plan Year.
2.2 New Hires. On or after the Effective Date, each individual who is
----------
employed as an Eligible Employee shall become a Participant for that Plan Year
if he has a Deferral Election in effect for that Plan Year.
- 6 -
<PAGE>
<PAGE>
ARTICLE III
- -----------------------------------------------------------------------------
PARTICIPANT DEFERRALS
---------------------
3.1 Deferral Election.
(a) For each Plan Year, a Participant who is an Eligible
Employee and who desires to have Base Pay Deferrals made on his or her
behalf shall file a Deferral Election pursuant to procedures specified
by the Committee specifying (1) his or her Deferral Percentage of not
less than 2% and not more than 100% (stated as a whole integer
percentage) and authorizing the Compensation otherwise payable to him or
her for a Plan Year to be reduced and deferred hereunder to such
Participant's Payment Date which shall not be earlier than two (2) full
Plan Years after the date the Deferral Election is received by the
Committee; and (2) whether or not the Base Pay Account created with
respect to such Plan Year will be distributed in the Installment Form of
Payment.
(b) For each Plan Year, a Participant who is an Eligible
Employee and who desires to have a Bonus Deferral made on his or her
behalf shall file a Deferral Election pursuant to procedures specified
by the Committee specifying his or her Deferral Percentage of not less
than 5% nor more than 100% (stated as a whole integer percentage) and
authorizing his or her Compensation payable for a Plan Year to be
reduced and deferred hereunder to a fixed Payment Date not earlier than
two (2) full Plan Years after the date the Deferral Election is received
by the Committee.
(c) Notwithstanding Subsection (a) or (b) hereof, for any Plan
Year the Committee may, without amending this Plan, determine that the
maximum Deferral Percentage shall be greater or lesser than the
percentages set forth in Subsection (a) or (b) hereof. Otherwise, the
maximum Deferral Percentage as provided in Subsection (a) or (b) hereof
shall apply.
(d) Any Deferral Election which has not been properly completed,
or which is submitted at a time when the Participant does not have
outstanding a properly completed Investment Election, if permitted, will
be deemed not to have been received and be void. A Participant's
Deferral Election shall be effective only if received by the Committee
on or before the Notice Date for a Plan Year.
3.2 Election Procedures. If properly received by the Committee, a
-------------------
Deferral Election will be effective only with respect to Compensation paid in
a Plan Year to which the Deferral Election applies and only with respect to
Compensation paid after the Notice Date for the Deferral Election. Consistent
with the above, the Committee may establish rules and procedures governing
when a Deferral Election will be effective and what Compensation will be
deferred by the Deferral Election; provided such rules and procedures are not
more permissive than the terms and provisions of this Plan.
- 7 -
<PAGE>
<PAGE>
ARTICLE IV
- -----------------------------------------------------------------------------
DEFERRALS AND POSTING
---------------------
4.1 Base Pay Deferrals.
------------------
(a) Frequency and Eligibility. Subject to the limits of the
--------------------------
Plan and to the Committee's authority to limit Deferrals under the terms
of this Plan, for each period for which a Deferral Election is in
effect, the Employer shall post to each Participant's Base Pay Account
an amount equal to the amount designated by the Participant as a Base
Pay Deferral on his or her Deferral Election.
(b) Posting. Base Pay Deferrals made during an Accounting
--------
Period shall be posted to each Participant's Base Pay Account by the
Committee as of the date such Compensation amount would otherwise have
been paid to the Participant.
4.2 Bonus Deferral.
---------------
(a) Frequency and Eligibility. For each period for which a
--------------------------
Deferral Election is in effect, the Company shall post to this Plan on
behalf of each Participant an amount equal to the amount designated by
the Participant as a Bonus Deferral on his or her Deferral Election.
(b) Posting. The Bonus Deferral shall be posted to the Bonus
--------
Deferral Account of such Participant as of the date his or her Bonus
Award would otherwise have been paid to the Participant.
4.3 Matching Deferral.
------------------
(a) Frequency and Eligibility. For each period for which a
--------------------------
Participant makes a Base Pay or Bonus Deferral, the Company shall post
to this Plan on behalf of such Participant a Matching Deferral as
described in the following Posting and Allocation Method paragraph.
(b) Posting and Allocation Method. The Matching Deferral for
------------------------------
each period shall total one hundred percent (100%) of each eligible
Participant's Base Pay plus Bonus Deferral for the period, provided that
no Matching Deferral shall be made based upon a Participant's Base Pay
plus Bonus Deferral in excess of three percent (3%) of his or her
Compensation. The Matching Deferral shall be posted to the Matching
Account of such Participant as of the same date the Base Pay or Bonus
Deferral which it matches is posted.
- 8 -
<PAGE>
<PAGE>
ARTICLE V
- -----------------------------------------------------------------------------
PARTICIPANTS' ACCOUNTS
----------------------
5.1 Individual Participant Accounting.
----------------------------------
(a) Account Maintenance. The Committee shall cause the Accounts
--------------------
for each Participant to reflect amounts posted to the Accounts and the
measurement of investment returns on such Accounts in accordance with
this Plan. Investment returns during or with respect to an Accounting
Period shall be accounted for at the individual account level by posting
such returns to each Account of each affected Participant. Account
values shall be maintained in shares, units or dollars.
(b) Trade Date Accounting and Investment Cycle. For any
-------------------------------------------
financial transaction involving a change in the measurement of
investment returns, withdrawals or distributions to be executed as of a
Trade Date, the Committee must receive instructions by the Sweep Date
and such instructions shall apply only to amounts posted to the Accounts
as of the Trade Date. Such financial transactions in an Investment Fund
shall be posted to a Participant's Accounts as of the Trade Date and
based upon the Trade Date values. All such transactions shall be
effected on the Settlement Date (or as soon as is administratively
feasible) relating to the Trade Date as of which the transaction occurs.
(c) Suspension of Transactions. Whenever the Committee
---------------------------
considers such action to be appropriate, the Committee, in its
discretion, may suspend from time to time the Trade Date.
(d) Error Correction. The Committee may correct any errors or
-----------------
omissions in the administration of this Plan by restoring or charging
any Participant's Accounts with the amount that would be credited or
charged to the Accounts had no error or omission been made.
5.2 Accounting for Investment Funds. The Committee is responsible for
--------------------------------
determining the dollar value or a share or unit value of each Investment Fund
as of each Trade Date. Fees and expenses incurred for the management and
maintenance of Investment Funds shall be charged at the Investment Fund level
and reflected in the net gain or loss of each Investment Fund.
- 9 -
<PAGE>
<PAGE>
ARTICLE VI
- -----------------------------------------------------------------------------
INVESTMENT FUNDS AND ELECTIONS
------------------------------
6.1 General. This Article will govern investment directions, if
--------
permitted by the Committee. If no investment directions by Participants are
allowed by the Committee, Section 6.4 will control.
6.2 Investment of Deferrals.
------------------------
(a) Investment Election. Each Participant may direct, by
--------------------
submission to the Committee of a completed Investment Election form
provided for that purpose by the Committee, to select a measurement of
investment returns for Deferrals posted to his or her Accounts (and the
portion of such Accounts attributable to such Deferrals) by investment
of such Deferrals (and such portion of Accounts) in one or more
Investment Funds. Each Investment Election shall apply proportionately
to all Deferrals based upon the relative amount of each. The frequency
with which a Participant can make new Investment Elections shall be
determined by the Committee.
(b) Effective Date of Investment Election; Change of Investment
-----------------------------------------------------------
Election. A Participant's initial Investment Election will be effective
---------
with respect to a Fund on the Trade Date which relates to the Sweep Date
on which or prior to which the Investment Election is received pursuant
to procedures specified by the Committee. Any Investment Election which
has not been properly completed will be deemed not to have been
received. A Participant's Investment Election shall continue in effect,
notwithstanding any change in his or her Compensation or his or her
Deferral Percentage, until the effective date of a new Investment
Election. A change in Investment Election shall be effective with
respect to a Fund on the Trade Date which relates to the Sweep Date on
which or prior to which the Committee receives the Participant's new
Investment Election.
6.3 Investment of Accounts.
-----------------------
(a) Conversion Election. Notwithstanding a Participant's
--------------------
Investment Election, a Participant or Beneficiary may direct, by
submission of a completed Conversion Election form provided for that
purpose to the Committee, to change the measurement of investment
returns of his or her Accounts from one Investment Fund to another
Investment Fund. Each Conversion Election shall apply proportionately
to all affected Accounts based upon the relative balance of each.
- 10 -
<PAGE>
<PAGE>
(b) Effective Date of Conversion Election. A Conversion
--------------------------------------
Election to change a Participant's measurement of investment returns of
his or her Accounts in one Investment Fund to another Fund shall be
effective with respect to such Funds on and after the Trade Date which
relates to the Sweep Date on which or prior to which the Conversion
Election is received pursuant to procedures specified by the Committee.
Notwithstanding the foregoing, to the extent required by any provisions
of an Investment Fund, the effective date of any Conversion Election may
be delayed or the amount of any permissible Conversion Election may be
reduced. Any Conversion Election which has not been properly completed
will be deemed not to have been received.
6.4 Investment Returns on Base Pay Deferrals.
-----------------------------------------
(a) Interest. If no investment directions are given by a
---------
Participant, his or her Accounts (other than the Matching Account) shall
be deemed to have been invested in an interest bearing investment. The
rate of interest compounded annually deemed to be earned on such
Accounts on any day shall be a rate set by the Committee and announced
no later than November 30 for the immediately succeeding Plan Year, and
for the 1994 Plan Year shall be the rate announced November 30, 1993;
provided however, in no event shall such rate of interest with respect
to any Plan Year be less than the prime rate of interest quoted by
Citibank, N.A. on the date of announcement, or if no announcement, on
November 30. For this purpose, the Trade Date and Settlement Date are
the same date as the Payment Date.
(b) Company Stock. The Matching Account shall have its
--------------
investment return measured on the basis of the performance of Company
Stock as of the close of the business day as of the date posted to such
Account to and including the close of the business day as of which a
distribution or withdrawal from such Account is made.
6.5 Restrictions on Investment. The following additional restrictions
---------------------------
shall apply to the investment of Deferrals and Accounts:
(a) No Investment Election or Conversion Election shall be
permitted which results in the investment of a Participant's Accounts in
an Investment Fund invested primarily in Company Stock; and
(b) Any limitations, conditions or restrictions which may be
imposed by the Committee.
- 11 -
<PAGE>
<PAGE>
ARTICLE VII
- -----------------------------------------------------------------------------
VESTING AND FORFEITURES
-----------------------
7.1 Fully Vested Accounts. A Participant shall be fully vested and
----------------------
have a nonforfeitable right to his Accounts at all times.
- 12 -
<PAGE>
<PAGE>
ARTICLE VIII
IN-SERVICE WITHDRAWALS
----------------------
8.1 Withdrawals for General Hardship.
---------------------------------
(a) Requirements. A Participant may request the withdrawal of
-------------
the amount from his or her Accounts (but no more than the balance of the
Accounts) needed to satisfy a financial need by submitting a completed
withdrawal request to the Committee.
(b) Financial Need. A financial need for this purpose is an
---------------
unanticipated hardship, the occurrence of which is beyond the
Participant's control and for which the amount needed to satisfy the
hardship is determined only after the Participant has used all
reasonably available funds or resources (other than this Plan).
8.2 Withdrawal Processing.
----------------------
(a) Minimum Amount. The minimum amount for any type of
---------------
withdrawal is $1,000.00.
(b) Application by Participant. A Participant must submit a
---------------------------
completed withdrawal request form to the Committee to apply for any type
of withdrawal.
(c) Approval by Committee. The Committee is responsible for
----------------------
determining that a withdrawal request conforms to the requirements
described in this Article.
(d) Time of Processing. The Company shall process all
-------------------
withdrawal requests which it receives by a Sweep Date, based on the
value as of the Trade Date to which it relates, and fund them on the
next Settlement Date. The Company shall then make payment to the
Participant as soon thereafter as is administratively feasible.
(e) Medium and Form of Payment. The medium of payment for
---------------------------
withdrawals is cash. The form of payment for withdrawals shall be a
single payment.
(f) Investment Fund Sources. Within each Account used for
------------------------
funding a withdrawal, amounts shall be taken in direct proportion to the
value of the Participant's Account in each Investment Fund at the time
the withdrawal is made.
- 13 -
<PAGE>
<PAGE>
ARTICLE IX
- -----------------------------------------------------------------------------
DISTRIBUTIONS
-------------
Benefits payable under this Plan shall be paid in the form and time
prescribed below.
9.1 Base Pay Accounts.
------------------
(a) Form of Payment. The form of payment of the balance of a
----------------
Participant's Base Pay Account for a Plan Year will be a single sum
payment except with respect to those Accounts for which the Participant
has selected the Installment Form of Payment on his or her Deferral
Election form, in which case such Base Pay Accounts will be paid in the
Installment Form of Payment.
(b) Time of Payment. The Payment Date of the balance of a
----------------
Participant's Base Pay Account for a Plan Year shall be the earlier of
(1) the Payment Date selected in his or her annual Deferral Election
form or (2) the Payment Date following a Termination of Employment
selected in his or her Enrollment Election form.
9.2 Bonus Account.
--------------
(a) Form of Payment. The form of payment of the balance of a
----------------
Participant's Bonus Account for each Plan Year will be a single sum
payment.
(b) Time of Payment. The Payment Date of the balance of a
----------------
Participant's Bonus Account for each Plan Year shall be the earlier of
(1) the fixed Payment Date selected by the Participant on the Deferral
Election form for the Plan Year or (2) the Payment Date following a
Termination of Employment selected in his or her Enrollment Election
form.
9.3 Matching Account.
-----------------
(a) Form of Payment. The form of payment of the balance of a
----------------
Participant's Matching Account for each Plan Year will be a single sum
payment in the form of Company Stock and cash for a fractional share.
(b) Time of Payment. The Payment Date of the balance of a
----------------
Participant's Matching Account for each Plan Year shall be the Payment
Date following a Termination of Employment selected in his or her
Enrollment Election form.
9.4 Death Benefit of Accounts. Upon the death of a Participant, the
--------------------------
remaining balance in his or her Accounts shall be paid to the Participant's
Beneficiary in a single sum as soon as administratively possible after the
Participant's death.
- 14 -
<PAGE>
<PAGE>
ARTICLE X
- -----------------------------------------------------------------------------
AMENDMENT, TERMINATION AND MERGER
---------------------------------
The Company by action of the Committee reserves the right to amend this
Plan from time to time or to terminate this Plan at any time; provided,
however, without the written consent of each Participant and Beneficiary of a
deceased Participant, no such action may reduce or relieve the Company of any
obligation to pay any balance of Accounts maintained under this Plan as of the
date of such amendment or termination. Furthermore, if the Company should
ever amend this Plan to provide interest accruals for a Plan Year of less than
the prime rate of interest quoted by Citibank, N.A. on the date the interest
is established by the Committee for such Plan Year, without also implementing
Participant investment directions into Investment Funds, this Plan shall
terminate. Upon termination of this Plan, all Account balances shall be paid
immediately in cash in a lump sum to the Participant or Beneficiary thereof.
- 15 -
<PAGE>
<PAGE>
ARTICLE XI
- -----------------------------------------------------------------------------
MISCELLANEOUS PROVISIONS
------------------------
11.1 Administration. This Plan shall be administered by the Committee.
---------------
In the event a Participant who is a member of the Committee or who is the COO
has an issue pending before the Committee, such Participant, if a member of
the Committee, may not act on, or otherwise participate in, the Committee's
action on such issue, and if the COO, the Committee shall defer authority for
action on such issue to the Committee.
11.2 Finality of Determination. The determination of the Committee as
--------------------------
to any disputed questions arising under this Plan, including questions of
construction and interpretation shall be final, binding, and conclusive upon
all persons.
11.3 Expenses. The expenses of administering this Plan shall be borne
---------
by the Company.
11.4 Indemnification and Exculpation. The members of the Committee,
--------------------------------
its agents and officers, directors and employees of the Company shall be
indemnified and held harmless by the Company against and from any and all
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by them in connection with or resulting from any claim, action, suit,
or proceeding to which they may be a party or in which they may be involved by
reason of any action taken or failure to act under this Plan and against and
from any and all amounts paid by them in settlement (with the Company's
written approval) or paid by them in satisfaction of a judgment in any such
action, suit, or proceeding. The foregoing provision shall not be applicable
to any person if the loss, cost, liability, or expense is due to such person's
gross negligence or willful misconduct.
11.5 Funding. While all benefits payable under this Plan constitute
--------
general corporate obligations, the Company may establish a separate
irrevocable grantor trust for the benefit of all Participants, which trust
shall be subject to the claims of the general creditors of the Company in the
event of the Company's insolvency, to be used as a reserve for the discharge
of the Company's obligations under this Plan to such Participants. Any
payments made to a Participant under the separate trust for his benefit shall
reduce dollar for dollar the amount payable to the Participant from the
general assets of the Company. The amounts payable under this Plan shall be
reflected on the accounting records of the Company but shall not be construed
to create or require the creation of a trust, custodial, or escrow account,
except as described above in this section. No Participant (or Beneficiary of
a Participant) shall have any right, title, or interest whatever in or to any
investment reserves, accounts, or funds that the Company may purchase,
establish, or accumulate to aid in providing benefits under this Plan.
Nothing contained in this Plan, and no action taken pursuant to its
provisions, shall create a trust or fiduciary relationship of any kind between
the Company, the Committee and a Participant, Beneficiary or any other person.
Neither a Participant nor Beneficiary shall acquire any interest greater than
that of an unsecured creditor.
- 16 -
<PAGE>
<PAGE>
11.6 Corporate Action. Any action required of or permitted by the
-----------------
Company under this Plan shall be by resolution of the Committee or any person
or persons authorized by resolution of the Committee.
11.7 Interests not Transferable. The interests of the Participants and
---------------------------
their Beneficiaries under this Plan are not subject to the claims of their
creditors and may not be voluntarily or involuntarily transferred, assigned,
alienated, or encumbered by them.
11.8 Legal Fees and Expenses. The Company shall pay all legal fees and
------------------------
expenses which the Participant may incur as a result of the Company's
contesting the validity, enforceability or the Participant's interpretation
of, or determinations under, this Plan.
11.9 Deduction of Taxes from Amounts Payable. The Company shall deduct
----------------------------------------
from the amount to be distributed such amount as the Company, in its sole
discretion, deems proper to protect the Company against liability for the
payment of withholding, death, succession, inheritance, income, or other
taxes, and out of money so deducted, the Company may discharge any such
liability and pay the amount remaining to the Participant, the Beneficiary or
the deceased Participant's estate, as the case may be.
11.10 Facility of Payment. If a Participant or Beneficiary is declared
--------------------
an incompetent or is a minor and a conservator, guardian, or other person
legally charged with his or her care has been appointed, any benefits to which
such Participant or Beneficiary is entitled shall be payable to such
conservator, guardian, or other person legally charged with his or her care.
The decision of the Committee in such matters shall be final, binding, and
conclusive upon the Company and upon each Participant, Beneficiary, and every
other person or party interested or concerned. The Company and the Committee
shall not be under any duty to see to the proper application of such payments.
11.11 Company Merger. This Plan shall be binding and enforceable
---------------
against any successor corporation to the Company, by merger, consolidation,
purchase or otherwise, and such successor corporation shall be substituted
hereunder for the Company.
11.12 Gender and Number. Except when the context indicates to the
------------------
contrary, when used herein, masculine terms shall be deemed to include the
feminine, and singular the plural.
11.13 Invalidity of Certain Provisions. If any provision of this Plan
---------------------------------
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof and this Plan shall be construed
and enforced as if such provisions, to the extent invalid or unenforceable,
had not been included.
11.14 Headings. The headings or articles are included solely for
---------
convenience of reference, and if there is any conflict between such headings
and the text of this Plan, the text shall control.
- 17 -
<PAGE>
<PAGE>
11.15 Notice and Information Requirements. Except as otherwise provided
------------------------------------
in this Plan or as otherwise required by law, the Employer shall have no duty
or obligation to affirmatively disclose to any Participant or Beneficiary, nor
shall any Participant or Beneficiary have any right to be advised of, any
material information regarding the Employer, at any time prior to, upon or in
connection with the Employer's purchase, or any other distribution or transfer
(or decision to defer any such distribution) of any Company Stock or any other
stock held under this Plan.
11.16 Governing Law. This Plan shall be governed by the laws of the
--------------
State of Oklahoma.
Executed in one counterpart original this 31st day of March, 1994, but
--- ---- ----- --
effective as of the Effective Date.
PARKER DRILLING COMPANY LIMITED
By: /s/Ronnie R. McKenzie
---------------------------
Title: President
---------------------------
- 18 -<PAGE>
<PAGE>
<PAGE>
EXHIBIT 5
---------
January 17, 1995
Securities and Exchange Commission
450 Fifth Street, Judiciary Plaza
Washington, D.C. 20549
Re: Parker Drilling Company Registration Statement on Form S-8
Ladies & Gentlemen:
I am counsel to Parker Drilling Company, a Delaware corporation (the
"Company"), and as such have participated in the registration of 2,620,000
shares of the Company's Common Stock, $.16 2/3 par value per share (the
"Shares"), by the Company on a Registration Statement filed with the
Securities and Exchange Commission on Form S-8 (the "Registration Statement").
The Shares are issuable in connection with the Parker Drilling Company 1994
Executive Stock Option Plan, the Parker Drilling Company 1994 Non-Employee
Director Stock Option Plan, and the Parker Drilling Company Limited Deferred
Compensation Plan for Non-Resident Aliens (the "Plans"). I have examined the
Articles of Incorporation of the Company in the form incorporated by reference
as Exhibit 4.7 to the Registration Statement, and such other records and
documents as I have deemed necessary for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been duly
authorized and, when issued, delivered and paid for in accordance with the
terms of the Plans, will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ William W. Pritchard
William W. Pritchard
WWP:ldc
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 15
----------
January 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Parker Drilling Company Registration on Form S-8
------------------------------------------------
Gentlemen:
We are aware that our report dated January 12, 1995, on our review of interim
consolidated financial information of Parker Drilling Company and Subsidiaries
for the period ended November 30, 1994, and included in the Company's
quarterly report on Form 10-Q for the quarter then ended is incorporated by
reference in this registration statement. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a part of the
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Parker Drilling Company on Form S-8 (File No. _______) of our report dated
October 18, 1994, on our audits of the consolidated financial statements and
financial statement schedules of Parker Drilling Company and Subsidiaries as
of August 31, 1994 and 1993 and for the years ended August 31, 1994, 1993 and
1992, which report is included in the Annual Report on Form 10-K for the year
ended August 31, 1994, which is incorporated herein.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
January 17, 1994
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 24
----------
POWER OF ATTORNEY
WHEREAS, Parker Drilling Company, a Delaware corporation (the "Company"), will
file with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8
relating to the Parker Drilling Company 1994 Executive Stock Option Plan, the
Parker Drilling Company 1994 Non-Employee Director Stock Option Plan and the
Parker Drilling Company Limited Deferred Compensation Plan for Non-Resident
Aliens.
NOW, THEREFORE, each person whose signature appears below hereby constitutes
and appoints William W. Pritchard and Kathy J. Kucharski, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution, to sign on his behalf, and to file such Registration Statement
and any amendments thereto, with all exhibits thereto and any other documents
in connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to all
intents and purposes as each might or could do in person, hereby ratifying and
confirming each act that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Power of
Attorney has been signed by the following persons in the capacities indicated
on the 17th day of January, 1995.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ ROBERT L. PARKER
- -----------------------------------
Robert L. Parker Chairman of the Board and
Director
/s/ ROBERT L. PARKER JR.
- -----------------------------------
Robert L. Parker Jr. President, Chief Executive
Officer and Director
/s/ JAMES J. DAVIS
- -----------------------------------
James J. Davis Chief Financial Officer
/s/ RANDALL L. ELLIS
- -----------------------------------
Randall L. Ellis Controller and Principal
Accounting Officer
/s/ JAMES W. LINN
- -----------------------------------
James W. Linn Executive Vice President and
Director
/s/ DAVID L. FIST
- -----------------------------------
David L. Fist Director
</TABLE>
Being a majority of the Board of Directors.<PAGE>
