As filed with the Securities and Exchange Commission
January 31, 1997
Registration Statement No. 33-57748
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
LAYNE CHRISTENSEN COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
48-0920712
(I.R.S. Employer Identification No.)
1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205
(Address of Principal Executive Offices) (Zip Code)
LAYNE CHRISTENSEN COMPANY
DISTRICT INCENTIVE COMPENSATION PLAN
(Full title of plan)
Kent B. Magill, Layne Christensen Company
1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205
(Name and address of agent for service)
(913) 362-0510
(Telephone number, including area code, of agent for service)
Please send copies of all correspondence to:
Layne Christensen Company
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
Attn: Kent B. Magill, Vice President and General Counsel
(913) 362-0510
<PAGE>
NOTE
The provisions of Rule 416 shall apply to this Registration
Statement and the number of shares registered on this
Registration Statement automatically shall increase or decrease
as a result of future stock splits, stock dividends or similar
transactions.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been previously filed by Layne
Christensen Company (the "Registrant") with the Securities and
Exchange Commission (the "Commission") and are incorporated by
reference into this Registration: (i) the quarterly reports on
Form 10-Q for the quarters ended April 30, 1996, July 31, 1996,
and October 31, 1996; (ii) the Annual Report on Form 10-K filed
for the fiscal year ended January 31, 1996 and (iii) the
description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-20578), including
any amendments or reports filed for the purpose of updating such
description.
Additionally, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date hereof and prior to the termination of the Layne
Christensen Company District Incentive Compensation Plan or the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents, except that in no event shall
any information included in any such document in response to Item
402(i), (k) or (l) of Regulation S-K be deemed to constitute a
part of this Registration Statement. Any statements 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 other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Registrant's common stock
registered pursuant to this Registration Statement will be passed
upon by Kent B. Magill, Vice President and General Counsel of the
Registrant. As of January 31, 1997, Mr. Magill owned 17,361
shares of the Registrant's Common Stock and has been granted
options exercisable with respect to an additional 62,117 shares
of Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 145 of the General Corporation Law of Delaware
(the "DGCL") gives Delaware corporations broad powers to
indemnify their present and former directors and officers and
those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason
of being or having been such directors or officers, including
expenses relating to liabilities under the Securities Act of
1933, as amended (the "Securities Act"), subject to specified
conditions and exclusions, and gives a director or officer who
successfully defends an action the right to be so indemnified,
and authorizes the Registrant to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of
any other rights to which those indemnified may be entitled under
any by-laws, agreement, vote of the stockholders or otherwise.
(b) The Registrant's Bylaws provide that the Registrant
shall indemnify officers and directors of the Registrant to the
fullest extent permitted by and in the manner permissible under
the DGCL.
(c) In accordance with Section 102(b)(7) of the DGCL, the
Registrant's Restated Certificate of Incorporation provides that
directors shall not be personally liable for monetary damages for
breaches of their fiduciary duty as directors except for (1)
breaches of their duty of loyalty to the Registrant or its
stockholders, (2) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (3)
under Section 174 of the DGCL (unlawful payment of dividends) or
(4) transactions from which a director derives an improper
personal benefit.
(d) The Registrant has obtained directors and officers
liability insurance for each of its directors and executive
officers which (subject to certain limits and deductibles) (i)
insures such persons against loss arising from certain claims
made against them by reason of such persons being a director or
officer, and (ii) insures the Registrant against loss which it
may be required or permitted to pay as indemnification due such
persons for certain claims. Such insurance may provide coverage
for certain matters as to which the Registrant may not be
permitted by law to provide indemnification.
(e) For information regarding the Registrant's undertaking
to submit to adjudication, the issue of indemnification for
violation of the securities laws, see "Undertakings," Item 9
hereof.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
1) 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 this 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. Notwithstanding
the foregoing, any increase or decrease
in volume of securities offered (if the
total dollar value of securities offered
would not exceed that which was
registered) and any deviation from the
low or high end of the estimated maximum
offering range may be reflected in the
form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change
in the maximum aggregate offering price
set forth in the "Calculation of
Registration Fee" table in the effective
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 (1)(i) and
(1)(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
Securities
<PAGE>
Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
each 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.
(3) 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.
B. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant, pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission 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.
<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 Mission Woods,
State of Kansas, on January 31, 1997.
LAYNE CHRISTENSEN COMPANY
By: /s/ A. B. Schmitt
Name: A. B. Schmitt
Title: 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 and on the date
indicated.
Signature and Title Date
/s/ A. B. Schmitt January 31, 1997
A. B. Schmitt
President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Jerry W. Fanska January 31, 1997
Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)
/s/ Robert J. Dineen January 31, 1997
Robert J. Dineen
Director
/s/ Edward A. Gilhuly January 31, 1997
Edward A. Gilhuly
Director
/s/ Donald K. Miller January 31, 1997
Donald K. Miller
Director
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
4(a) Specimen stock certificate (filed as *<F1>
Exhibit 4(1) to the Registrant's
Registration Statement on Form S-1,
S.E.C. File No. 33-48432, and
incorporated herein by reference).
4(b) Restated Certificate of Incorporation *<F1>
of Layne Christensen Company (filed as
Exhibit 3(1) to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended January 31, 1996), and incorporated
herein by reference.
4(c) Bylaws of Layne, Inc. (filed as Exhibit *<F1>
3(2) to the Registrant's Registration
Statement on Form S-1, S.E.C. File No.
33-48432), and incorporated herein by
reference.
4(d) Layne Christensen Company District
Incentive Compensation Plan.
4(e) Layne Christensen Company 1996 District
Stock Option Plan.
4(f) Layne Christensen Company 1996 District
Stock Option Agreement.
5 Opinion of Kent B. Magill, Vice President
and General Counsel, for the Registrant,
with respect to the legality of Registrant's
common stock registered hereby.
23(a) Consent of Registrant's Independent
Accountants.
23(b) Consent of Kent B. Magill, the Registrant's
Counsel (contained in the Opinion of Counsel
filed as Exhibit 5).
[FN]
<F1>
* Incorporated herein by reference.
LAYNE CHRISTENSEN COMPANY
DISTRICT INCENTIVE
COMPENSATION PLAN
SECTION I. PURPOSE OF THE PLAN.
Layne Christensen Company (hereinafter referred to as the
"Company") desires to effect a program of making awards as soon
as practicable after the end of each fiscal year, as provided
below, to certain employees of the Company and its subsidiaries,
Christensen Boyles Corporation and Boyles Bros. Drilling Company,
who during such fiscal year, in the judgment of the
administrative committee of this program (the "Committee") have
significantly contributed to the achievement of certain
objectives of the Company and of the district within the Company
in which such employees perform services. The purpose of this
program is to provide additional incentive for the eligible
employees to promote the best interests and most profitable
operation of the Company.
This program shall be known as the "Layne Christensen
Company District Incentive Compensation Plan" (hereinafter
referred to as the "Plan"). This Plan amends and supersedes the
Layne, Inc. District Incentive Compensation Plan previously
approved and adopted by the board of directors on September 8,
1994. The existence of the Plan shall not be in lieu of or
otherwise affect or be affected by any other compensation plan or
arrangement of the Company.
SECTION II. ADMINISTRATION.
The Plan shall be administered by the Committee. The
Committee shall consist of at least three persons appointed by
the Board of Directors of the Company. During the one year
period prior to the commencement of service of a Committee member
on the Committee, such member shall not have participated in, and
while serving and for one year after serving on the Committee,
such member shall not be eligible for participation in, the Plan.
The Committee shall have full power, in its sole discretion,
to interpret, construe and administer the Plan and adopt rules
and regulations relating to the Plan.
Decisions made by the Committee in good faith and in the
exercise of its powers and duties hereunder shall be binding upon
all parties concerned. No member of the Committee shall be
liable to anyone for any action taken or decision made in good
faith pursuant to the power or discretion vested in such person
under the Plan.
<PAGE>
SECTION III. PARTICIPATION.
The following employees of the Company shall be eligible for
participation in the Plan (and shall hereinafter be referred to
as "Participants"):
GROUP I GROUP II
General Manager Operations Manager
District Manager Field Superintendent
Assistant District Manager Sales Manager
Branch Manager Sales Engineer
Manager, North American Sales Sales Consultant
Manufacturing Manager Assistant Operations Manager
Sales Representatives
Director
Furnace Shop Manager
Machine Shop Manager
Fabrication Manager
Engineering Manager
At the discretion of the District/Branch Manager, with the
concurrence of the operating vice president responsible for the
District (as defined in Section V below), a portion of the Pool
(as defined in Section V below) may be set aside for payment to
District employees who do not participate in any other company
bonus or incentive program. In addition, the Committee may, in
its discretion, allow participation in the Plan by other key
salaried personnel as it shall determine from time-to-time.
SECTION IV. SELECTION OF GOALS.
As soon as practicable after the commencement of each fiscal
year the Committee shall establish one or more performance goals,
which collectively shall constitute the "Goal" hereunder, upon
which the incentive compensation of each Participant shall be
calculated for such fiscal year. If more than one performance
goal is selected for the Goal, the Committee shall assign
relative calculation weights to each performance goal in
determining the Goal. Up to 30% of the Goal for any fiscal year
may be based upon one or more Company-wide performance goals.
The balance of the Goal shall be based upon District performance
goals.
SECTION V. GENERATION OF BONUS POOLS.
The term "District" shall mean a separate profit center of
the Company as determined from the Company's internal financial
records; provided, however, that the Committee shall have the
authority in its discretion to group one or more profit centers
into one "district" for purposes of this Plan. A bonus pool (the
"Pool") shall be established for each District in an amount equal
to 20% of the sum of all Group I Participants' annual regular
salaries for each District plus 13% of the sum of all Group II
Participants' annual regular salaries for each District. Annual
regular salary (as determined by the Committee) shall be
determined as of
<PAGE>
the beginning of each fiscal year for which the Goal is
established or, with respect to those Participants hired during
the fiscal year, as of such Participant's beginning employment
date (the "Base Salaries").
If more than 100% of the Goal is achieved, then for each 1%
increase above the Goal, the Pool for that District shall be
increased by 1.5%; provided, however, that in no event shall the
Pool for any District be increased by more than fifty percent
(50%). If less than 100% of the Goal is achieved, then for each
1% decrease below the Goal, the Pool shall be decreased by 1%;
provided, however, that if 85% or less of Goal is achieved then
the Pool for that District shall be 0.
ILLUSTRATION
The percentage of the Goal achieved and the corresponding
Pool are illustrated as follows:
PERCENT
PERCENTAGE OF OF
GOAL ACHIEVED POOL
over 134 150
130 145
110 115
Goal 100 100
95 95
90 90
85 or less 0
Notwithstanding the foregoing, (i) no incentive compensation
awards shall be made under this Plan in the event the Company's
income per common and equivalent shares (net of extraordinary
gains and losses as determined by the Committee in its
discretion) ("EPS") is negative for that fiscal year; (ii) no
incentive compensation awards shall be made to a District's
Participants if that District's Operating Income (defined as the
District's profit after deducting all expenses for that District
except incentive compensation accrued pursuant to this Plan) is
less than 85% of that District's planned Operating Income for
that fiscal year; and (iii) in the event an individual goal is
established other than District Operating Income or Company EPS,
the weighted contribution to the Pool for such goal (x) if
achieved, shall be fixed and shall not be increased in the event
such goal is exceeded and (y) shall be zero in the event less
than 100% of such goal is achieved for that fiscal year.
SECTION VI. DETERMINATION OF AMOUNT OF AWARD.
The amount of incentive award to be granted from the Pool to
the General, District and Branch Managers shall be determined by
the operating vice president responsible for that District with
the concurrence of the Company President. The amount of the
incentive award
<PAGE>
to be granted from the Pool to all other Participants shall be
determined by the General, District and/or Branch Managers with
the concurrence of the operating vice president responsible for
that District. The amount of the individual awards shall be
discretionary, in the sole judgment of those making the awards,
based upon the individual's performance for that fiscal year,
provided, however, that in no event shall the amount of any
Participant's award exceed 50% of that Participant's Base Salary
for that fiscal year.
SECTION VII. TYPE OF AWARD.
Notwithstanding anything to the contrary elsewhere in this
Plan, if the Company's EPS for the fiscal year are equal to or
less than the Company's EPS for the immediately preceding fiscal
year, the Compensation Committee of the Board of Directors of the
Company shall have the authority, in its discretion, to pay
awards under the Plan in cash, common stock of the company, or a
combination of both. If the Company's EPS for the fiscal year
are greater than the Company's EPS for the immediately preceding
fiscal year, each Participant shall elect to receive his or her
individual award as follows:
(i) 100% cash; or
(ii) if the gross amount of the individual
Participant's award is greater than $5,000, either (x) the
payment option allowed in (i) above or (y) 100% Restricted
Stock (as defined in Section VIII below). If the
Participant elects the 100% stock alternative, the gross
amount of the award as determined under the Plan will be
increased by 15% prior to the determination of the number of
shares of Restricted Stock to be awarded to the Participant;
or
(iii) if the gross amount of the individual
Participant's award is greater than $7,500, either (x) one
of the payment options allowed in (i) or (ii) above or (y)
50% in cash and 50% invested in Leveraged Stock Options (as
set forth in Section IX below).
Except in those cases where the Participant will not be
allowed to make an election as to the form of the incentive award
as provided above, each Participant will be provided with an
Election Form by the Company promptly upon the final
determination of the Participant's incentive award hereunder
pursuant to which the Participant will be allowed to make the
election provided in this Section VII. Any Participant who fails
to return a properly completed Election Form by the date set
forth in the Election Form shall automatically be deemed to have
elected to receive 100% of his or her incentive award for that
fiscal year in cash.
SECTION VIII. RESTRICTED STOCK.
Each Participant who elects to receive 100% of his or her
incentive compensation award in the form of common stock of the
company pursuant to Section VII(ii)(y) above, shall receive the
Company's common stock, per value $.01 per share, subject to the
restrictions set forth in this Plan ("Restricted Stock"). The
number of shares of Restricted Stock the Participant shall
receive shall be equal to (i) the total value of the
Participant's incentive compensation award as determined
hereunder increased by fifteen percent (15%) (less all
<PAGE>
withholdings required by law, including any tax required by a
governmental entity), divided by (ii) the value of one share of
common stock of the Company as determined hereafter; provided,
however, that any fractional share shall be rounded down to the
next lowest whole share. For purposes of Section VII(ii)(y) of
this Plan, common stock of the Company shall be valued at the
lower of (i) the average closing price (as reported in The Wall
Street Journal or its equivalent) of the Company's common stock
on each trading day during the last month of the Company's
immediately preceding fiscal year, and (ii) the average closing
price (as reported in The Wall Street Journal or its equivalent)
for the twenty (20) trading days immediately preceding the final
determination of the amount of the incentive award by the Company
in accordance with the Plan.
As soon as practicable after the number of shares of
Restricted Stock to be awarded hereunder to a Participant is
determined, the Company shall cause a certificate or certificates
for such shares to be issued in the Participant's name. The
Participant shall thereupon be a stockholder with respect to all
the shares represented by such certificate or certificates and
shall have all the rights of a stockholder with respect to all
such shares, including the right to vote such shares and to
receive all dividends and other distributions paid with respect
to such shares; provided, however, that no such shares shall be
conveyed, transferred, encumbered or otherwise disposed of by the
Participant prior to the date which is two (2) years after the
date such shares are issued in the Participant's name. This
restriction shall automatically lapse upon the expiration of two
(2) years after the date such shares are issued in the
Participant's name.
In addition, the Committee may require each Participant
receiving Restricted Stock to provide the Company with a written
representation and agreement, in a form satisfactory to the
Committee, stating that the Restricted Stock is being acquired
for the Participant's own account, for investment and without any
present intention of distributing or reselling such Restricted
Stock except as may be permitted under the Securities Act of 1933
and then applicable rules and regulations thereunder, and that
the Participant will indemnify the Company against and hold it
free and harmless from any loss, damage, expense or liability
resulting to the Company if any sale or distribution of the
Restricted Stock by such person is contrary to the representation
and agreement referred to above. The Committee may, in its
absolute discretion, take whatever additional actions it deems
appropriate to insure the observance and performance of such
representation and agreement and to effect compliance with the
Securities Act and any other federal or state securities laws or
regulations. Without limiting the generality of the foregoing,
the Committee may require an opinion of counsel acceptable to it
to the effect that any subsequent transfer of Restricted Stock
acquired under this Plan does not violate the Securities Act of
1933, and may issue stop-transfer orders covering such Restricted
Stock.
All certificates of shares of Restricted Stock issued
hereunder shall bear the following legend (in addition to such
other legends as the Company may deem appropriate):
RESTRICTED SHARES
The shares represented by this certificate
shall not be conveyed, transferred, encumbered
or otherwise disposed of prior to the
<PAGE>
date which is twenty-four (24) months after
the date this certificate was issued in the
owner's name, at which time such restriction
shall automatically lapse.
In the event that, as the result of a stock split or stock
dividend or combination of shares or any other change, or
exchange for other securities, by reclassification, reorganiza-
tion, merger, consolidation, recapitalization, or otherwise, the
Participant shall, as the owner of Restricted Stock, be entitled
to new or additional or different shares of stock or securities,
the certificate or certificates for, or other evidences of, such
new or additional or different shares or securities, also shall
be imprinted with a legend substantially similar to that provided
above, and all provisions of the Plan relating to restrictions
and lapse of restrictions shall thereupon be applicable to such
new or additional or different shares or securities to the extent
applicable to the Restricted Stock with respect to which they
were distributed, and the term "Restricted Stock" hereunder shall
be deemed to include such new or additional or different shares
or securities.
Nothing in the Plan shall preclude the transfer of
Restricted Stock upon the death of a Participant to his legal
representatives, or preclude such representatives from trans-
ferring Restricted Stock to the person or persons entitled
thereto by will or by the laws of descent and distribution;
provided, however, that any Restricted Stock so transferred with
respect to which restrictions under the Plan were still in effect
at the time of the Participant's death shall continue to be
subject to all restrictions and obligations imposed by the Plan.
SECTION IX. LEVERAGED STOCK OPTIONS
Each Participant who elects to receive 50% of his or her
incentive award in the form of an option to purchase common stock
of the Company pursuant to Section VII(iii)(y) above, shall
receive an option to purchase the Company's common stock, par
value $.01 per share, subject to the restrictions and conditions
set forth in this Plan, the 1996 District Stock Option Plan and
related Stock Option Agreement ("Leveraged Stock Option"). The
number of shares for which the Participant shall receive a
Leveraged Stock Option shall be equal to (i) fifty percent (50%)
of the total value of the Participant's incentive award hereunder
(after deducting withholdings required by law, including any tax
required by a governmental entity), divided by (ii) the exercise
price per share of common stock under option as set forth in the
Stock Option Agreement; provided, however, that any fractional
share shall be rounded down to the next lowest whole share.
SECTION X. TERMINATION OF EMPLOYMENT.
In the event a Participant voluntarily terminates his or her
employment with the Company at any time prior to the close of the
fiscal year, the Participant will not be eligible for any award
otherwise payable for the fiscal year.
In the event a Participant is involuntarily terminated
(without cause) prior to the close of the fiscal year, the
Participant will be considered for receipt of the award he or she
would have otherwise received and, if awarded, prorated to
reflect the length of the Participant's
<PAGE>
service during the relevant fiscal year. The Committee will take
into consideration the circumstances of the termination in
determining the propriety and amount of the award. The Company's
payment of severance or post-employment salary support to a Participant
will not be part of the Participant's base salary for purposes of the Plan.
SECTION XI. MISCELLANEOUS.
There shall be deducted from each cash payment made under
the Plan the amount of any tax requested by any governmental
authority to be withheld by the Company with respect to such
payment. A Participant receiving stock hereunder shall have
deducted by the Company the amount of any taxes which the Company
is required by any governmental authority to withhold with
respect to such stock prior to calculation of the number of
shares of stock to be awarded.
Nothing in the Plan shall be construed to give any person
any benefit, right or interest except as expressly provided
herein, and nothing in the Plan shall be construed as es-
tablishing any right of continued employment by the Company.
A Participant's rights and interests under the Plan may not
be assigned or transferred. In the case of a Participant's death
prior to payment of a Participant's award, payment in an amount
equal to what the Participant would have otherwise received had
he or she been employed on the last day of the fiscal year,
prorated to reflect the length of the Participant's service
during the relevant fiscal year, shall be made to the personal
representatives of the Participant's estate or such other person
or persons as the Committee deems appropriate.
The Board of Directors of the Company may discontinue the
Plan, in whole or in part, at any time, or may, from time to
time, amend the Plan in any respect that such Board may deem
advisable. In the event the Plan is terminated, no further
payments will be made under the Plan.
SECTION XII. EFFECTIVE DATE.
The Plan, as amended, shall be effective as of February 1,
1996.
LAYNE CHRISTENSEN COMPANY
1996 DISTRICT STOCK OPTION PLAN
Layne Christensen Company, a Delaware corporation (the
"Company"), desires to provide additional incentive for key
employees to promote the success of the Company and its
subsidiaries by allowing such employees to share in the future
growth of the business and to participate in the ownership of the
Company. Accordingly, the Company hereby establishes the 1996
District Stock Option Plan of Layne Christensen Company (the
"Plan") to offer eligible employees the opportunity to become
owners of capital stock of the Company under stock options which
are intended to be Nonqualified Stock Options. The Plan is
adopted, as follows, effective July 16, 1996.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan,
they shall have the meaning specified below unless the context
clearly indicates to the contrary. The masculine pronoun shall
include the feminine and neuter, and the singular the plural,
where the context so indicates.
1.1 BOARD--"Board" shall mean the Board of Directors
of the Company. Members of the Board shall be referred to as
"Directors."
1.2 CODE--"Code" shall mean the Internal Revenue Code
of 1986, as amended.
1.3 COMMITTEE--The "Committee" shall mean the
administrative committee of the Plan selected by the Board.
1.4 COMPANY--"Company" shall mean Layne Christensen
Company, a Delaware corporation.
1.5 EMPLOYEE--An individual employed by the Company or
a Subsidiary.
1.6 KEY EMPLOYEE--"Key Employee" shall mean any
Employee of the Company who, in the sole discretion of the
Committee, has made or is expected to make, a significant
contribution to the Company; provided, however, that Directors
and Officers shall not be eligible to participate in this Plan.
1.7 NONQUALIFIED STOCK OPTION--"Nonqualified Stock
Option" shall mean an option granted hereunder which is not
qualified under Section 422 of the Code as an incentive stock
option.
1.8 OFFICER--"Officer" shall mean an officer of the
Company or any Subsidiary as defined in the Securities and
Exchange Commission Rule 16a - 1(f), as amended.
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1.9 OPTION--"Option" shall mean an option to purchase
common stock of the Company granted under the Plan.
1.10 OPTIONEE--"Optionee" shall mean an Employee to
whom an Option has been granted under the Plan.
1.11 OPTION PERIOD--"Option Period" shall mean the
period during which an Option may be exercised as determined by
the Committee under the terms of Section 4.3(a) hereof.
1.12 PERMANENT DISABILITY--"Permanent Disability" shall
mean a condition of permanent disability as determined in good
faith by a majority of the Committee.
1.13 PLAN--"Plan" shall mean the 1996 District Stock
Option Plan of the Company.
1.14 RETIREMENT--"Retirement" shall mean retirement
from the Company at age 62 or older (or such earlier age as may
be approved by the Board).
1.15 SECURITIES ACT--"Securities Act" shall mean the
Securities Act of 1933, as amended.
1.16 STOCK--"Stock" or "shares" shall mean shares of
the common stock of the Company.
1.17 SUBSIDIARY--"Subsidiary" or "Subsidiaries" shall
mean subsidiary corporations or a subsidiary corporation of the
Company within the meaning of Section 424(f) of the Code.
1.18 TERMINATION OF EMPLOYMENT--"Termination of
Employment" shall mean the time when the employer-employee
relationship between the Company or a Subsidiary and the Optionee
ceases for any reason. The Committee, in its absolute
discretion, shall determine the effect of all matters and
questions relating to Termination of Employment including, but
not limited to, whether a particular leave of absence constitutes
a Termination of Employment.
ARTICLE II
STOCK SUBJECT TO PLAN
2.1 STOCK SUBJECT TO PLAN--Options granted under this
Plan shall be granted solely with respect to shares of Stock.
Subject to any adjustments made pursuant to the provisions of
Section 2.3 hereof, the aggregate number of shares of stock which
may be issued under this Plan shall not exceed 250,000. The
shares of Stock issuable and deliverable upon the exercise of an
Option, or any portion thereof, may be either previously
authorized but unissued shares or issued shares which have been
reacquired by the Company.
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2.2 UNEXERCISED OPTIONS--If any Option expires or is
canceled without having been fully exercised, the number of
shares subject to such Option but as to which such Option was not
exercised prior to its expiration or cancellation may again be
made available for grant hereunder, subject to the limitations of
Section 2.1.
2.3 ADJUSTMENTS IN COMPANY'S SHARES--In the event the
Stock is changed into or exchanged for a different number or kind
of securities of the Company by reason of merger, consolidation,
recapitalization, reclassification, stock split, stock dividend
or combination of shares, the Committee shall make an appropriate
and equitable adjustment in the number and kind of shares (a) as
to which Options may be granted, including adjustments of the
limitation in Section 2.1; and (b) as to which Options, or
portions thereof unexercised, shall be exercisable, to the end
that after such event each Optionee's proportionate interest
shall be maintained as before the occurrence of such event. Such
adjustment in an outstanding Option shall be made with any
necessary corresponding adjustment in the Option exercise price
per share and without change in the total price applicable to the
Options or the unexercised portion of the Options (except for any
change in the aggregate price resulting from rounding-off of
share quantities or prices). Any such adjustment made by the
Committee shall be final and binding upon all Optionees, the
Company and all other interested persons.
ARTICLE III
ELIGIBILITY AND GRANTING OF OPTIONS
3.1 ELIGIBILITY--Options to purchase shares of Stock
shall be granted under this Plan only to Key Employees of the
Company and its Subsidiaries.
3.2 GRANTING OF OPTIONS--
(a) The Committee shall from time to time and in
its absolute discretion:
(i) Determine which Key Employees (including
those to whom Options have been previously granted
under the Plan) should be granted Options;
(ii) Determine the number of shares to be
subject to such Options granted to such selected Key
Employees;
(iii) Determine the terms and conditions of
such Options, consistent with the Plan.
(b) Upon the selection of a Key Employee to be
granted an Option, the Committee shall grant such Option and
may impose such conditions on the grant of such Option as it
deems appropriate. Without limiting the generality of the
preceding sentence, the Committee may, in its discretion and
on such terms as it deems appropriate, require as a
condition on the grant of an Option to an Optionee that the
Optionee deliver to the
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Company cash consideration for such option and/or surrender
for cancellation some or all of the unexercised Options
which have been previously granted to him. An Option, the
grant of which is conditioned upon such surrender, may have
an option exercise price lower (or higher) than the option
exercise price of the surrendered Option, may cover the same
(or a lesser or greater) number of shares as the surrendered
Option, may contain such other terms as the Committee deems
appropriate and shall be exercisable in accordance with its
terms, without regard to the number of shares, exercise
price, option period or any other term or condition of the
surrendered Option.
(c) No Option may be granted hereunder after ten
(10) years from the date the Plan is adopted by the Board.
(d) An Option shall be deemed granted on the date
the Committee approves the granting of such Option;
provided, however, that any Option shall terminate thirty
(30) days after the date upon which it shall have been
granted unless a Stock Option Agreement duly executed by the
Optionee shall have been redelivered to the Company within
such thirty (30) day period.
ARTICLE IV
TERMS OF OPTION
4.1 OPTION AGREEMENT--Each Option shall be evidenced
by a written Stock Option Agreement, which shall be executed by
the Optionee and an authorized officer of the Company. The terms
and conditions of a Stock Option Agreement shall be consistent
with the Plan, but the Committee shall have the power and
authority to include such other terms and conditions which are
not inconsistent with the Plan. The Committee may, in its
discretion, incorporate different terms and conditions in the
Stock Option Agreement offered to each Optionee consistent with
this Section 4.1.
4.2 OPTION EXERCISE PRICE--The exercise price of the
shares subject to each Option shall be determined by the
Committee and set forth in the respective Stock Option Agreement.
4.3 PERIOD AND EXERCISE OF OPTION--
(a) PERIOD--Subject to the provisions of the
Stock Option Agreement and the other restrictions contained
in the Plan, an Option shall become exercisable at such
times and in such installments (which may be cumulative) as
the Committee shall provide in the terms of each individual
Option, and the period during which such Option (or
installment) may be exercised shall terminate at such times
as the Committee shall provide in the terms of each
individual Option. The Committee may adopt a resolution
after an Option is granted and on such terms and conditions
as it deems appropriate whereby the time during which such
Option or any portion thereof may be exercised is
accelerated. No
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Option may be exercised to any extent by anyone after the
first to occur of the following events:
(i) the expiration of ten (10) years from
the date the Option is granted;
(ii) the time of the Optionee's Termination
of Employment unless such Termination of Employment
results from his death, Permanent Disability or
Retirement;
(iii) the expiration of thirty (30) days
from the time of the Optionee's Termination of
Employment by reason of his Permanent Disability or
Retirement;
(iv) the expiration of ninety (90) days from
the time of the Optionee's Termination of Employment by
reason of his death; or
(v) the Optionee shall engage in willful
misconduct which injures the Company or any of its
Subsidiaries as determined by the Committee.
Except as set forth in subsections (ii), (iii) and
(iv) above, an Option shall not be exercisable during the
Option Period unless the Optionee shall have been
continuously employed by the Company or a Subsidiary from
the date the Option was granted until its date of exercise.
Upon expiration of the Option Period, as
accelerated if applicable, the Option shall terminate with
respect to all shares of Stock not already actually
purchased and paid for in full by the Optionee.
(b) PERSONS ELIGIBLE TO EXERCISE--An Option
granted hereunder (or portion thereof) shall be exercisable
only by the Optionee; provided, however, that in the event
of an Optionee's death, the heirs, executors or personal
representatives of such Optionee may exercise the Option.
(c) PARTIAL EXERCISE--Any exercisable portion of
the Option or the entire Option, if then wholly exercisable,
may be exercised in whole or in part during the applicable
Option Period; provided, however, that the Company shall not
be required to issue fractional shares and the Committee
may, by the terms of the Option, require any partial
exercise to be with respect to a specified minimum number of
shares.
(d) MANNER OF EXERCISE--An exercisable Option, or
any exercisable portion thereof, may be exercised solely by
delivery to the Secretary of the Company or his office of
all of the following prior to the time when such Option or
portion thereof becomes unexercisable under the terms of
this Plan or the applicable Stock Option Agreement:
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(i) Notice in writing signed by the Optionee
or other person then entitled to exercise such Option
or portion thereof, stating that such Option or portion
thereof is exercised, such notice complying with all
applicable rules established by the Committee;
(ii) Full payment (in cash or by check) of
the exercise price for the shares with respect to which
such Option or portion thereof is exercised;
(iii) Such representations and documents as
the Committee, in its absolute discretion, deems
necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any
other federal or state securities laws or regulations.
The Committee may, in its absolute discretion, also
take whatever additional actions it deems appropriate
to effect such compliance including, without
limitation, placing legends on share certificates and
issuing stop-transfer orders to transfer agents and
registrars;
(iv) Full payment (in cash or by check) to
the Company of all amounts which, under federal, state
or local law, it is required to withhold in connection
with the exercise of the Option; and
(v) In the event the Option or portion
thereof shall be exercised by any person or persons
other than the Optionee, appropriate proof of the right
of such person or persons to exercise the Option.
4.4 CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES--The
Company shall not be required to issue or deliver any certificate
or certificates for shares of Stock purchased upon the exercise
of any Option or portion thereof prior to fulfillment of all of
the following conditions:
(a) The completion of any registration or other
qualification of or notice regarding such shares under any
state or federal law or under the rules or regulations of
the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in
its absolute discretion, deem necessary or advisable;
(b) The obtaining of any approval or other
clearance from any state or federal governmental agency
which the Committee shall, in its absolute discretion,
determine to be necessary or advisable; and
(c) The lapse of such reasonable period of time
following the exercise of the Option as the Committee may
establish from time to time for reasons of administrative
convenience, provided that, upon issuance, the shares shall
be considered issued and outstanding as of the date such
Option was exercised.
4.5 RIGHTS AS STOCKHOLDERS--The holders of Options
shall not be, nor have any of the rights or privileges of,
stockholders of the Company in respect of any shares purchasable
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upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the
Company to such holders.
4.6 MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR
DISSOLUTION--In the event the Company shall not be the surviving
corporation in any merger, consolidation, or reorganization, or
in the event of acquisition by another corporation of all or
substantially all of the assets of the Company, every Option
outstanding hereunder may be assumed (with appropriate changes)
by the surviving, continuing, successor or purchasing
corporation, as the case may be, subject to any applicable
provisions of the Code or replaced with new Options of comparable
value (in accordance with Section 424(a) of the Code). In the
event (i) that such surviving, continuing, successor or
purchasing corporation, as the case may be, does not assume or
replace the outstanding Options hereunder, or (ii) of liquidation
or dissolution of the Company, the Committee may provide that
each Optionee shall have the right, within a period commencing
not more than thirty (30) days immediately prior to and ending on
the day immediately prior to such merger, consolidation,
reorganization or acquisition by another corporation of all or
substantially all of the assets of the Company or the liquidation
or dissolution of the Company, to exercise the Optionee's
outstanding Options to the extent of all or any part of the
aggregate number of shares subject to such Option(s). In the
event of a "Change of Control" (as defined below), the Committee
may accelerate the time at which Options granted under this Plan
may be exercised by the Optionee. For purposes of this Section
4.6, "Change of Control" shall mean a change in control of a
nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (in effect on the date
hereof) promulgated under the Securities Exchange Act of 1934, as
in effect on the date hereof; provided, however, that, without
limitation, such a Change of Control shall be deemed to occur
when either (i) a person (other than a current stockholder, or a
Director nominated or selected by the Board or an Officer elected
by the Board) acquires beneficial ownership (as defined by
Securities and Exchange Commission Rule 13d-3) of 25% or more of
the combined voting power of the Company's voting securities, or
(ii) less than a majority of the Directors are persons who were
either nominated or selected by the Board.
4.7 TRANSFER RESTRICTIONS--The Committee, in its
absolute discretion, may impose such restrictions on the
transferability of the shares purchasable upon the exercise of an
Option as it deems appropriate. Any such restriction shall be
set forth in the respective Stock Option Agreement and may be
referred to on the certificates evidencing such shares.
ARTICLE V
ADMINISTRATION
5.1 DUTIES AND POWERS OF COMMITTEE--The Committee
shall have the power to interpret this Plan and any Stock Option
Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent
herewith and to interpret, amend, or revoke any such rules. No
member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with
respect to this Plan or an Option.
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5.2 MAJORITY RULE--The Committee shall act by a
majority of its members in office. The Committee may act either
by a vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.
5.3 EXPENSES: INDEMNIFICATION--All reasonable
expenses and liabilities actually incurred in connection with the
administration of the Plan shall be borne by the Company. The
Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Company
and its Officers and Directors shall be fully justified in
relying, or acting in good faith upon the advice, opinion,
valuations or information furnished by such persons. All actions
taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all
Optionees, the Company and all other interested persons. Each
person who is or shall have been a member of the Committee 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 such person in connection with or
resulting from any claim, action, suit or proceeding to which
such person may be or becomes a party or in which such person may
be or becomes involved by reason of any action taken or failure
to act under the Plan and against and from any and all amounts
paid by such person in settlement thereof (with the Company's
written approval) or paid by such person in satisfaction of a
judgment in any such action, suit or proceeding, except a
judgment in favor of the Company based upon a finding of such
person's lack of good faith; subject, however, to the condition
that upon the institution of any claim, action, suit or
proceeding against such person, such person shall, in writing,
give the Company notice and an opportunity, at its own expense,
to handle his own defense. The foregoing right of
indemnification shall not be exclusive of any other right to
which such person may be entitled as a matter of law or otherwise
or any other right or power that the Company may have to
indemnify or hold such person harmless.
ARTICLE VI
MISCELLANEOUS
6.1 OPTIONS NOT TRANSFERABLE--Neither an Option nor
any interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his
successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition is
voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect; provided,
however, that this Section 6.1 shall not prevent transfers by
will or by the applicable laws of descent and distribution.
6.2 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN--
No Option shall be granted pursuant to this Plan after July 16,
2006, on which date this Plan will terminate except as to Options
then outstanding under the Plan. Options outstanding as of July
16, 2006, shall remain in effect until they are exercised or they
expire. The Committee may at any time before such date amend,
modify or terminate the Plan.
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No amendment, modification or termination of this Plan may
adversely affect the rights of any Optionee under any then
outstanding Option granted hereunder without the consent of such
Optionee.
6.3 EFFECT OF PLAN UPON OTHER COMPENSATION PLANS--
Nothing in this Plan shall be construed to limit the right of the
Company (a) to establish any other forms of incentive or other
compensation for Employees, or (b) to grant or assume options
otherwise than under this Plan in connection with any proper
corporate purpose including, without limitation, the grant or
assumption of options in connection with the acquisition by
purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or
association.
6.4 EFFECT OF PLAN UPON EMPLOYMENT--Nothing in this
Plan shall be construed as an obligation of the Company or its
Subsidiaries to continue the employment of any Employee.
6.5 TITLES--Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or
construction of this Plan.
6.6 GOVERNING LAW--The laws of the State of Kansas
shall govern the interpretation, validity and performance of the
terms of this Plan regardless of the law that might be applied
under principles of conflicts of laws.
6.7 CONFORMITY TO SECURITIES LAWS--The Plan is
intended to conform to the extent necessary with all provisions
of the Securities Act and the Securities Exchange Act of 1934, as
amended, and any and all regulations and rules promulgated by the
Securities and Exchange Commission thereunder. Notwithstanding
anything herein to the contrary, the Plan shall be administered,
and Options shall be granted and may be exercised, only in such
manner as to conform to such laws, rules and regulations. To the
extent permitted by applicable law, the Plan and Options granted
hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.
LAYNE CHRISTENSEN COMPANY
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated ________________ (the "Granting
Date"), is made by and between Layne Christensen Company, a
Delaware corporation (the "Company"), and _________________ (the
"Optionee").
WHEREAS, the Company has adopted the Layne Christensen
Company 1996 District Stock Option Plan (the "Plan") pursuant to
which the Company may, from time to time, grant options to key
employees to purchase shares of the Company's common stock;
WHEREAS, the Stock Option Committee has determined that
the Optionee is a key employee of the Company or a Subsidiary who
has made or is expected to make a significant contribution to the
Company or a Subsidiary; and
WHEREAS, the Company desires to grant to the Optionee a
nonqualified stock option to purchase shares of the Company's
common stock on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. INCORPORATION OF PLAN. The Plan is attached
hereto as Exhibit A and incorporated herein by this reference,
and all of the terms and conditions therein shall be deemed to be
included as part of the terms and conditions of this Agreement.
In the event of a conflict, the terms and conditions of the Plan
shall control. All terms used herein which are defined in the
Plan shall have the meanings given them in the Plan.
2. GRANT OF STOCK OPTION. The Company hereby grants
the Optionee an option (the "Option") to purchase at the times
hereinafter set forth, in one or more exercises, all or any part
of an aggregate of __________ shares (calculated as provided in
Section 4 below) of the Company's common stock (the "Shares") for
an exercise price of $_______ per share (calculated as provided
in Section 4 below).
3. CONSIDERATION TO THE COMPANY. In consideration of
the granting of this Option by the Company, the Optionee agrees
to pay to the Company $___________ per share (calculated as set
forth in Section 4 below) for a total payment of $_____________,
and to render faithful and efficient services to the Company or a
Subsidiary, with such duties and responsibilities as the Company
shall from time to time prescribe. Nothing in this Agreement or
in the Plan shall confer upon the Optionee any right to continue
in the employ of the Company or any Subsidiary or shall interfere
with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge
the Optionee at any time for any reason whatsoever, with or
without cause. In addition, nothing in this Agreement or in the
Plan shall require the Optionee to continue in the employ of the
Company or any Subsidiary.
4. METHOD OF CALCULATING SHARES, PURCHASE PRICE AND
EXERCISE PRICE. The number of shares covered by this grant, the
purchase price to be paid by the optionee for the grant and the
exercise price per share for the Option shall be determined as
follows:
(i) EXERCISE PRICE. The price of the shares
subject to the Option as set forth in Section 2 above upon
exercise by the Optionee shall be equal to the Stock Price
(as hereinafter defined)
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multiplied by 0.75. Stock Price shall mean the lower of (i)
the average closing price (as reported in The Wall Street
Journal or its equivalent) of the Company's common stock on
each trading day during the last month of the Company's
fiscal year, and (ii) the average closing price (as reported
in The Wall Street Journal or its equivalent) for the twenty
(20) trading days immediately preceding the final
determination of the amount of the incentive award by the
Company in accordance with the Layne Christensen Company
District Incentive Compensation Plan (the "District IC
Plan").
(ii) OPTION PURCHASE PRICE. The per share
purchase price for the Option shall be the Stock Price
multiplied by 0.25.
(iii) NUMBER OF SHARES. The number of shares
subject to the Option shall be the quotient resulting from
the division of (x) fifty percent (50%) of the total value
of the Optionee's incentive award under the District IC Plan
(after deducting withholdings required by law, including any
tax required by a governmental entity), by (y) the per share
purchase price as calculated under (ii) above.
5. Timing and Manner of Exercise. The Option shall
be and become exercisable as follows: 20% on the day after the
first anniversary of the Granting Date, 40% on the day after the
second anniversary of the Granting Date, 60% on the day after the
third anniversary of the Granting Date, 80% on the day after the
fourth anniversary of the Granting Date, and 100% on the day
after the fifth anniversary of the Granting Date.
No additional portion of the Option shall become
exercisable after the Optionee's Termination of Employment.
The Option shall expire as to all of the Shares ten
(10) years after the Granting Date except the Option (or a
portion thereof) shall terminate earlier as provided in Section
4.3(a) of the Plan.
The Optionee may exercise the Option for all or any
part of the Shares subject to each installment listed above on or
after the respective exercise date listed above by delivering to
the Company a written notice in accordance with Section 4.3(d) of
the Plan.
6. REIMBURSEMENT UPON CESSATION OF EMPLOYMENT. In
the event the Optionee's employment with the company ends for
whatever reason (including, without limitation, death,
disability, retirement, resignation or termination, with or
without cause) (collectively, the "Termination") prior to full
vesting of the Option as provided in Section 4 above, the Company
shall reimburse the Optionee an amount equal to the number of
shares for which the Option has not vested as of the date of the
Termination multiplied by $_________ per share. No interest will
be paid by the Company on the monies reimbursed to the Optionee
under this Section 6. Such reimbursement shall be paid by the
Company within ten (10) business days following the effective
date of the termination.
7. NOTICES. Any notice to be given under the terms
of this Agreement to the Company shall be addressed to the
Secretary of the Company at Layne Christensen Company, 1900
Shawnee Mission Parkway, Mission Woods, Kansas 66205, and any
notice to be given to the Optionee shall be addressed to him at
the address given beneath his signature hereto. By a notice
given pursuant to this Section 5, either party may hereafter
designate a different address for notices to be given to him.
Any notice which is required to be given to the Optionee shall,
if the Optionee is then deceased, be given to the Optionee's
personal representative if such representative has previously
informed the Company of his status and address by written notice
under this Section 5. Any notice shall be deemed duly given when
enclosed in a properly sealed envelope or wrapper addressed as
<PAGE>
aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States
Postal Service.
8. TITLES. Titles are provided herein for
convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.
9. AMENDMENT. This Agreement may be amended only by
a writing executed by the parties hereto which specifically
states that it is amending this Agreement.
10. GOVERNING LAW. The laws of the State of Kansas
shall govern the interpretation, validity and performance of the
terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.
11. NON-ASSIGNABILITY. Except as otherwise provided
herein or in the Plan, the Option and the rights and privileges
conferred hereby shall not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment, or
similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the Option, or of any right
or privilege conferred hereby, or upon the levy of any attachment
or similar process upon the rights and privileges conferred
hereby, contrary to the provisions hereby, this Option and the
rights and privileges conferred hereby shall immediately become
null and void.
12. BINDING EFFECT. Except as expressly stated herein
to the contrary, the Agreement shall be binding upon and inure to
the benefit of the respective heirs, legal representatives,
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, this Agreement has been executed
and delivered by the parties hereto.
The Company: LAYNE CHRISTENSEN COMPANY
By:________________________________
Name: A. B. Schmitt
Its: President
The Optionee: ___________________________________
Name:______________________________
Address of the Optionee:
___________________________________
___________________________________
January 31, 1997
Board of Directors
LAYNE CHRISTENSEN COMPANY
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
Gentlemen:
Reference is made to the Post-Effective Amendment No. 1
to the Registration Statement on Form S-8 (the "Registration
Statement") of Layne Christensen Company, a Delaware corporation
(the "Company"), to be filed with the Securities and Exchange
Commission on or about January 31, 1997, for the purpose of
registering under the Securities Act of 1933, as amended, 250,000
shares of Common Stock, par value $.01 per share ("Common
Stock"), of the Company. Said 250,000 shares of Common Stock are
proposed to be issued pursuant to the Layne Christensen Company
District Incentive Compensation Plan.
I have examined the Company's Restated Certificate of
Incorporation and all amendments thereto, the Bylaws of the
Company, as presently in effect, minutes of the applicable
meetings of the Board of Directors, Compensation Committee of the
Board of Directors and stockholders of the Company, together with
such other corporate records, certificates of public officials
and other documents as I have deemed relevant to this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation duly
organized,validly existing and in good standing
under the laws of the State of Delaware.
2. All necessary corporate action has been taken to
authorize the issuance of the aforesaid 250,000
shares of Common Stock and all such shares as
shall be issued and paid for as described in the
Registration Statement shall be, when so issued,
legally issued, fully paid and nonassessable.
<PAGE>
I hereby consent to the reference to myself under the
heading "Interests of Named Experts and Counsel" in the
Registration Statement. I also consent to the inclusion of this
opinion in the Registration Statement as an exhibit thereto.
Sincerely,
/s/ Kent B. Magill
Kent B. Magill
KBM/cg
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement of Layne
Christensen Company on Form S-8 of our report dated March 8,
1996, appearing in the Annual Report on Form 10-K of Layne
Christensen Company for the fiscal year ended January 31, 1996.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Kansas City, Missouri
January 24, 1997
