HELMERICH & PAYNE, INC.

 

CHARTER OF THE

HUMAN RESOURCES COMMITTEE

OF THE BOARD OF DIRECTORS

 

I.  PURPOSE OF THE COMMITTEE

 

The purposes of the Human Resources Committee (the "Committee") of the Board of Directors (the "Board") of Helmerich & Payne, Inc. (the "Company") shall be (i) to review and approve corporate goals and objectives relevant to the Company’s executive officer compensation, to evaluate the performance of the Company’s executive officers in light of such goals and objectives and, except as provided otherwise herein, to determine the compensation of the Company’s executive officers, (ii) to evaluate periodically the compensation levels of non-employee Board members, (iii) to review and make recommendations to the Board regarding the Company’s compensation plans, (iv) to produce an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with applicable rules and regulations, (v) to conduct an annual self-evaluation and to conduct or authorize investigation or studies within the Committee’s scope of responsibilities, and (vi) to perform such other duties and responsibilities as may be assigned to the Committee by the Board.

 

II.  COMPOSITION OF THE COMMITTEE

 

The Committee shall be comprised of three or more directors who qualify as independent directors under the listing standards of the New York Stock Exchange and applicable law.  

 

The members of the Committee shall be elected annually to one-year terms by majority vote of the Board.  Vacancies on the Committee shall be filled by majority vote of the Board.  Members of the Committee may be removed by majority vote of the Board.

 

III.  MEETINGS AND PROCEDURES OF THE COMMITTEE

 

The Committee shall meet at least one time annually or more frequently to discharge the Committee's duties under this Charter.  The Board shall designate one member of the Committee as its Chairperson.  The Chairperson of the Committee or a majority of the members of the Committee may also call a special meeting of the Committee.  A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

 

The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

 

The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.

 

Following each of its meetings, the Chairperson of the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting.  The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.

 

IV.  DUTIES OF THE COMMITTEE

 

            A.  Compensation

 

The Committee shall have the following duties and responsibilities with respect to the compensation of the Company’s executive officers and non-employee members of the Board:

 

(1)        To annually review and approve corporate goals and objectives with respect to the compensation of the Company’s Chief Executive Officer (“CEO”) and the Company’s other executive officers.

 

(2)        To annually evaluate the performance of the CEO and the Company’s other executive officers in light of the corporate compensation goals and objectives, and, either as a Committee or together with other independent directors (as directed by the Board), to determine the compensation level of the CEO and the Company’s other executive officers (including the equity based and the long-term incentive component of such compensation, if any) based on this evaluation. 

 

(3)        To periodically evaluate the appropriate level of compensation for Board and committee service by non-employee members of the Board, and to make compensation recommendations to the Board as appropriate.

 

(4)        To review and approve any severance or termination arrangements to be made with any executive officer of the Company.

 

(5)        To perform such duties and responsibilities as may be assigned to the Board or the Committee under the terms of any executive compensation plan.

 

(6)        To review periodically perquisites or other personal benefits to the Company's executive officers and recommend any changes to the Board.

 

B.  Compensation Plans

 

The Committee shall have the following responsibilities with respect to the Company's compensation plans:

 

(1)        To review at least annually the goals and objectives of the Company's incentive-compensation and equity-based plans that are subject to Board approval (“Plans”), and recommend that the Board amend these goals and objectives as the Committee deems appropriate.

 

(2)        To review at least annually the Plans in light of the goals and objectives of such Plans, and recommend that the Board amend the Plans as the Committee deems appropriate.         

 

(3)        To perform such duties and responsibilities as may be assigned to the Board or the Committee under the terms of any incentive-compensation or equity-based plan.

 

            C.  Other Duties

 

(1)        To produce an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with all applicable rules and regulations.

 

(2)        To perform such other duties and responsibilities as may be assigned to the Committee by the Board.

 

V.  EVALUATION OF THE COMMITTEE

 

The Committee shall, on an annual basis, evaluate its performance under this Charter.  In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope.  The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.

 

The Chairperson of the Committee shall deliver to the Board a report setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company's or the Board's policies or procedures.

 

VI.  INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS

 

The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or other advisers as it deems necessary.  The Committee shall have the sole authority to retain or terminate a compensation consultant to assist the Committee in carrying out its responsibilities, including sole authority to approve the consultant's fees and other retention terms, such fees to be borne by the Company.