Restricted Stock Plan For Senior Executives

RESTRICTED STOCK PLAN FOR SENIOR EXECUTIVES
OF HELMERICH & PAYNE, INC.


I. CERTAIN DEFINITIONS


"Award" means an award of shares of Common Stock as provided in
Paragraph V.


"Award Agreement" means a written agreement or agreements as described in Paragraph X hereof between the Company and a Participant evidencing an Award.


"Award Date" means for a Participant the date on which an Award is granted to the Participant.


"Board of Directors" means the Board of Directors of the Company, a majority of the Directors of which acting in the matter are not Participants or eligible to participate in the Plan.


"Committee" means the Human Resources Committee of the Board of Directors described in Paragraph III hereof, or any other Committee of the Board authorized by the Board of Directors to act hereunder and meeting the requirements of Paragraph III hereof.


"Common Stock" means shares of the Company's presently authorized common stock, except as this definition may be modified as provided in Paragraph IX.


"Company" means Helmerich & Payne, Inc., a Delaware corporation.


"Disability" means a medically determined physical or mental impairment which renders a Participant unable to function effectively as an elected officer of the Company or a senior executive Employee.


"Employees" means persons (including officers, whether or not they are also directors) employed by the Company, or a subsidiary thereof, on a full time basis and who are compensated for such employment by a regular salary.


"Participant" means an individual who satisfies the conditions of eligibility set forth in Paragraph IV and who accepts an Award or, upon the Participant's death or incapacity, his estate, personal representative or beneficiary.


"Plan" means this Restricted Stock Plan for Senior Executives of Helmerich & Payne, Inc.


II. PURPOSE


The purposes of the Plan are to attract and retain selected senior executives and to increase their proprietary interest in the Company by awarding them shares of the Common Stock subject to the terms and conditions set forth below.


III. ADMINISTRATION


The Plan shall be administered by the Human Resources Committee of the Board of Directors which shall consist of not fewer than three members, and which shall consist only of directors who


A-1 2 are ineligible to participate in the Plan. The interpretation and construction by the Committee of any provision of the Plan or of any Award Agreement shall be final and conclusive unless otherwise determined by the Board of Directors, and in any such event such determination by the Board of Directors shall be final and conclusive. If, for any reason, the Human Resources Committee shall be unable to act or shall cease to qualify hereunder, or if the Board of Directors shall, for any reason, deem it desirable, the Board of Directors may constitute and authorize a further committee of directors as the Committee, provided that such committee meets the qualifications set forth in the first sentence of this Paragraph III. Further, the Board of Directors reserves the right to take any and all action hereunder where it may deem such action advisable, including where the Committee may be unable to act.


IV. ELIGIBILITY


The individuals who shall be Participants shall be such elected officers of the Company and other senior executive Employees who are approved as Participants by the Committee from time to time.


V. AWARDS


Subject to the provisions of Paragraph VIII hereof, Participants shall be granted Awards of such number of shares of Common Stock as may be approved by the Committee. Such shares shall be awarded subject to the restrictions provided for herein and, except for such restrictions, for no additional consideration.


VI. TERMS AND CONDITIONS OF AWARDS


A. Restrictions


All Awards of shares of Common Stock (the "Restricted Shares") shall be subject to the restrictions provided for in this Paragraph VI. Certificates for Restricted Shares shall be registered in the Participant's name but shall be held in custody by the Company for the Participant's account. While held by the Company, the Participant shall have the right to receive dividends on and the right to vote the Restricted Shares, but shall not have any other rights and privileges of a stockholder and, without limitation, shall not have the right to sell, transfer, assign, pledge or otherwise encumber or dispose of the Restricted Shares.


B. Expiration of Restrictions


The restriction ...