LAYNE CHRISTENSEN CO (Form: 8-K, Received: 04/04/2013 15:40:55)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2013

LAYNE CHRISTENSEN COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34195	48-0920712
_______________	_______________	_______________
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Shawnee Mission Parkway

Mission Woods, Kansas 66205

(Address of principal executive offices)

____________________

(Registrant's telephone number, including area code)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to Long-Term Incentive Plan

On March 29, 2013, upon the recommendation of the Compensation Committee of Layne Christensen Company (the “Company”), the Board of Directors of the Company (the “Board”) approved certain amendments to the Layne Christensen Company Long-Term Incentive Plan (the “LTI Plan”). The amendments became effective as of February 1, 2013. The amendments provide the Compensation Committee with additional flexibility to (i) increase or decrease the percentages for which an LTI Plan participant’s LTI award will be allocated among time-vested stock options, time-vested RSUs and performance shares, and (ii) determine the applicable performance goals for which the vesting of performance share awards granted under the LTI Plan can be based.

Accordingly, the terms of the LTI Plan, as amended, are as follows:

The Board will establish an annual equity pool (the “LTI Pool”) within the first 90 days of each calendar year. The equity awards issued from the LTI Pool relate to the Company’s common stock and are made pursuant to the Company’s 2006 Equity Incentive Plan, as amended and restated (the “Company Equity Plan”) or any successor or other Company shareholder-approved equity plan. The size of the LTI Pool in any year will generally be limited to 1% of the average market capitalization of the Company during the 30-day period ending on January 31st of the award year. Within the limits of the LTI Pool, the Board will make awards to employees it selects (each an “LTI Plan participant”), based on recommendations made by the Compensation Committee.

An LTI Plan participant’s award from the LTI Pool (i.e., the participant’s “LTI Target Opportunity”) is a percentage of the LTI Plan participant’s current base salary, which percentage varies depending on the LTI Plan participant’s position in the Company. The percentages range from 200% of base salary for the Company’s Chief Executive Officer (“CEO”) to 30% of base salary for the Company’s corporate vice-presidents. The LTI Plan will be administered by the Compensation Committee.

A Committee-determined percentage of each LTI Plan participant’s LTI Target Opportunity will be granted in the form of time-vested stock options, time-vested restricted stock units (“RSUs”) and performance shares. The Committee-determined percentages for the time-vested options, time-vested RSUs and performance shares are generally expected to be 40%, 10% and 50%, respectively, of each LTI Plan participant’s LTI Target Opportunity. However, the Committee has sole discretion to increase or decrease these percentages recognizing that circumstances surrounding annual LTI grants will change from year to year.

Each time-vested stock option grant will vest ratably over a three year period. The number of shares subject to the option will be based on the fair value of an option to acquire the Company’s stock on the grant date. Each RSU grant will vest and be payable on the fifth anniversary of each such award’s grant date, or, if earlier, upon the LTI Plan participant’s retirement from the Company, which can occur only if the LTI Plan participant is age 60 and has been employed with the Company for at least five years. The number of shares subject to the RSU award will be based on the fair market value of a share of the Company’s common stock on the grant date. The LTI Plan participant is required to hold and not sell any shares issued in connection with the settlement of the vested RSU until his/her separation from the Company. Each performance share grant will vest and be payable based on the level of achievement of one or more performance goals, as established for that year. The number of performance shares covered by the award will be determined based on the value of a performance share award (as determined by the Board or Compensation Committee) on the grant date.

With respect to all of the equity awards granted pursuant to the LTI Plan, continuous employment is generally a condition to vesting. However, the Board may, in its sole discretion, place other vesting conditions (e.g., acceleration upon death) in the applicable stock option, RSU or performance share agreement to the extent permitted under the Company Equity Plan, or agree to vest all or a portion of the awards following the LTI Plan participant’s separation from service prior to the contractual vesting of the awards if the Board determines the LTI Plan participant has warranted such vesting and such vesting is in the Company’s best interests.

The above is a brief summary of the principal features of the LTI Plan, as amended, and its operation. For additional information regarding the LTI Plan, please refer to the full text of the LTI Plan, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

10.1

Layne Christensen Company Long-Term Incentive Plan (effective as of February 1, 2013)

10.2

Form of Restricted Stock Unit Agreement between the Company and management of the Company for use with the 2006 Equity Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Layne Christensen Company
	(Registrant)



Date : April 4, 2013	By:	/s/ Jerry W. Fanska
		Jerry W. Fanska
		Sr. Vice President—Finance

Exhibit Index:

10.1

Layne Christensen Company Long-Term Incentive Plan (effective as of February 1, 2013)

10.2

Form of Restricted Stock Unit Agreement between the Company and management of the Company for use with the 2006 Equity Incentive Plan

Layne Christensen Company

Long-Term Incentive Plan

SECTION I. EFFECTIVE DATE.

This Layne Christensen Company Long-Term Incentive Plan (the " LTI Plan " or " Plan ") is effective as of February 1, 2013. This Plan supersedes and replaces the Layne Christensen Company Long-Term Incentive Compensation Plan in effect on January 1, 2013.

SECTION II. PURPOSE OF PLAN AND PLAN OVERVIEW.

Layne Christensen Company (" Company ") has created the LTI Plan to provide a general framework for the Company's Compensation Committee to use in determining annual equity incentive awards to selected employees (" Participants "). The LTI Plan is structured to provide incentive compensation in line with the Company's stated pay philosophy. Awards of equity under the LTI Plan relate to the Company's common stock (" Company Stock "), and are made pursuant to a separate, shareholder-approved Company equity plan (the " Company Equity Plan ").

During the first 90 days of each fiscal year (the " Award Year ") the Company's Board of Directors (the " Board ") will establish an annual equity pool (" Annual Equity Pool ") for the LTI Plan. The Annual Equity Pool represents the total value of awards for the Award Year to be granted to LTI Plan participants. The total value of each Annual Equity Pool is based on and expressed as a percentage of the Company's market capitalization. The Annual Equity Pool is allocated among eligible Participants based on each eligible Participant's long-term incentive target percentage (" LTI Percentage "), which is a percentage of a Participant's base salary in effect on LTI award determination date. The product of each eligible Participant's LTI Percentage and base salary is that Participant's " LTI Target Opportunity ." Each eligible Participant receives a grant from the Annual Equity Pool with an approximate value equal to that Participant's LTI Target Opportunity. Such equity grant will be composed of a mix of the following equity awards, each in percentages as determined by the Committee: time-vested nonqualified stock option awards (a " Time-Vested Options "); time-vested restricted stock unit awards (" Time-Vested RSUs "); and performance-vested performance shares award (" Performance Shares "). The applicable Time-Vested Options, Time-Vested RSUs and Performance Shares award percentages shall total 100% of the Participant's LTI Target Opportunity and collectively, all such awards are referred to herein as the “ LTI Awards .” The term “ Grant ” or “ Granting ” as used herein shall refer to the Committee’s act of issuing or Granting the LTI Awards under the Company Equity Plan.

SECTION III. ADMINISTRATION.

The administration of this Plan shall be established and overseen by the Compensation Committee (the " Committee ") of the Board. Subject to the terms of the Company Equity Plan, the Committee, with the approval of the Board, shall have complete discretion to determine the terms of all LTI Awards, including the amount and vesting conditions thereof. LTI Percentages shall initially be determined by the Chief Executive Officer (" CEO ") of the Company, recommended by the CEO to the Committee, and, if recommended and approved by the Committee, approved by the Board. The Board may accept or may elect to change any LTI Percentage for any eligible Participant. The Committee shall have full power to delegate to one or more members of senior management of the Company, or a committee thereof, all or a part of the Committee's power and authority to calculate and track actual financial performance of one or more targeted goals and validation of other non-financial measures. All audited financial results and any performance measurement related thereto will be presented to the Committee for review and approval and, if approved by the Committee, submitted for approval by the Board. Subject to the approval of the Board, the Committee shall have the full power, in its sole discretion, to interpret, construe and administer this Plan and to adopt rules and regulations relating to this Plan. Decisions made by the Board (or its designee) in good faith and in the exercise of its powers and duties hereunder shall be final and binding upon all parties concerned. No member of the Board (or its designee) shall be liable to anyone for any action taken or decision made in good faith pursuant to the power or discretion vested in such member or the Board or any designee under this Plan.

SECTION IV. ELIGIBILITY.

Eligibility for participation in this Plan is limited solely to those persons selected by the Committee and recommended for approval by the Board. Eligibility shall initially be limited to the Company's executives and division presidents. Selection as a Participant does not guarantee receipt of any LTI Award and participation for an Award Year does not entitle such person to be a Participant for any future Award Year. Generally, the Board shall select and designate the Participants who will be eligible for an LTI Award for a specific Award Year no later than the ninetieth (90 th ) day of such Award Year; provided, however, the Board may, in its sole discretion be permitted to add new Participants at any time during such Award Year.

SECTION V. DETERMINATION OF ANNUAL EQUITY POOL.

For each Award Year the Board shall establish that year's Annual Equity Pool and such Annual Equity Pool shall generally have a value equal to 1% of the Company's average market capitalization for the 30-day period ending January 31 of that Award Year. For each Award Year, the total value of LTI Awards Granted to eligible Participants (such LTI Awards' value determined pursuant to Section VII) shall not exceed the value of that Award Year's Annual Equity Pool. Advance Board approval must be obtained if LTI Awards having a value in excess of the Annual Equity Pool are to be Granted to Participants at any point during the Award Year.

SECTION VI. DETERMINATION OF PARTICIPANT'S TARGET LTI OPPORTUNITY.

Subject to and in accordance with the conditions set forth in this Section VI, for any Award Year the Board allocates the Annual Equity Pool by Granting a combination of Options, Restricted Stock and Performance Shares to selected Participants. The manner in which each Award Year's Annual Equity Pool is allocated among Participants, and the number of shares underlying the LTI Awards, shall be based upon each Participant's Target LTI Opportunity calculated as follows:

(A) First, each Participant's LTI Percentage will be determined based on the Participant's Title and Level and as outlined in Appendix A to this Plan; and

(B) Second, each Participant's LTI Target Opportunity will be determined by multiplying the Participant's LTI Percentage by the Participant's then current base salary.

Notwithstanding the above, if either the Plan is revised to include additional Participants or the size of the Annual Equity Pool increases or decreases due to changes in the Company's market capitalization, and the calculated Participant LTI Target Opportunities exceed or are below the Annual Equity Pool, the Participants' LTI Percentages will be adjusted up or down to meet the Annual Equity Pool for that year.

SECTION VII. FORM AND TIMING OF LTI AWARDS.

Each Participant's LTI Target Opportunity shall be converted into LTI Awards in accordance with this Section VII. In all cases, a Participant must be employed by the Company or one of its subsidiaries on the date the LTI Awards for that Award Year are Granted (the " Grant Date ") to be eligible to receive the LTI Awards.

(A)	Shares Subject to LTI Awards . For each Award Year:

(i) A Committee-determined percentage of each Participant's LTI Target Opportunity shall be granted in the form of a Time-Vested Option. The percentage is generally expected to be 40% of each Participant's LTI Target Opportunity, but the Committee has sole discretion to increase or decrease this percentage recognizing that circumstances surrounding annual LTI grants will change from year to year. Accordingly, the number of Shares covered by the Time-Vested Option shall be the quotient of (A) the Committee-determined percentage of the Participant's LTI Target Opportunity allocated for a Time-Vested Option Award, divided by (B) the Grant Date per share fair value (determined using a lattice valuation model selected by the Board or Committee) of a 10-year stock option to purchase a share of Company Stock with an exercise price equal to the closing price of the Company Stock on the date of grant of the LTI Awards. The option exercise price for the Time-Vested Option shall, in all cases, be the "Fair Market Value" (as determined under the Company Equity Plan) of a share of Company Stock on the Time-Vested Option's Grant Date;

(ii) A Committee-determined percentage, if any, of each Participant's LTI Target Opportunity shall be granted in the form of Time-Vested RSUs. The percentage is generally expected to be 10% of each Participant's LTI Target Opportunity, but the Committee has sole discretion to increase or decrease this percentage recognizing that circumstances surrounding annual LTI grants will change from year to year. Accordingly, the number of Shares subject to the Time-Vested RSU award shall be the quotient of (A) the Committee-determined percentage of the Participants' LTI Target Opportunity allocated for a Time-Vested RSU Award, divided by (B) the Grant Date "Fair Market Value" (as determined under the Company Equity Plan) of a share of Company Stock on the Time-Vested RSU's Grant Date; and

(iii) A Committee-determined percentage of each Participant's LTI Target Opportunity shall be granted in the form of Performance Shares. The percentage is generally expected to be 50% of each Participant's LTI Target Opportunity, but the Committee has sole discretion to increase or decrease this percentage recognizing that circumstances surrounding annual LTI grants will change from year to year. Accordingly, the number of Performance Shares covered by the Performance Shares award shall be the quotient of (A) the Committee-determined percentage of the Participant's LTI Target Opportunity allocated for a Time-Vested Performance Share Award, divided by (B) the Grant Date per share value of a Performance Share award (as determined by the Board or Committee) as of the Performance Shares' Grant Date.

All fractional Shares subject to any LTI Award may be rounded up or down as determined by the Board.

(B) General Vesting/Payment Terms . The LTI Awards shall become exercisable, vest and be settled as set forth below in this Section VII (B). All LTI Awards will also be subject to the terms and conditions of the Company Equity Plan and the respective LTI Award agreement.

(i) Time-Vested Option . Provided the Participant has remained continuously employed by the Company through the applicable vesting date, the Time-Vested Option shall vest (i.e., become exercisable) in ratable 1/3 increments on the first, second and third anniversaries of the option's Grant Date.

(ii) Time-Vested RSUs . Provided the Participant has remained continuously employed by the Company through the applicable vesting date, the Time-Vested RSU's shall vest and be settled upon the earliest to occur of (a) the fifth (5 th ) anniversary of the Time-Vested RSUs Grant Date, or (b) subject to Section XI(C), the Participant's separation from service with the Company after attaining the age of 60 and after having been employed by the Company or one of its affiliates for five years or more (a "Retirement"). The Time-Vested RSUs shall remain nontransferable and subject to forfeiture restrictions until such vesting; provided, however, if upon a Participant's separation from service all or a portion of the Time-Vested RSUs would otherwise be forfeited, the Board may, in its sole discretion, agree to vest all or a portion of such Time-Vested RSUs if in its judgment the performance of Participant has warranted such vesting and/or such vesting is in the best interests of the Company. Any such accelerated vesting and issuance of shares of Company Stock shall be subject to potential delay in accordance with Section XI(C). All shares of Company Stock received in connection with the settlement of a vested RSU shall be subject to a transferability restriction such that no such shares may be sold or transferred until the Participant's separation from service with the Company; provided, however, the Committee may elect to withhold shares of Company Stock at the time a vested RSU is settled to the extent necessary to satisfy the Company's payroll and tax withholding obligations.

(iii) Performance Shares . Provided the Participant has remained continuously employed by the Company through the end of applicable three (3) year performance period upon which the payment of the Performance Shares will be based, Performance Shares will vest and be payable based on the level of achievement of one or more performance goals eligible to be used for equity awards granted under a Company Equity Plan (the " Performance Goal ") for such performance period, as set forth in the Performance Shares' award agreement.

(C) Other Equity Grants . Nothing in this Plan shall prevent or restrict the Board from making additional equity award grants to the extent permissible under the Company Equity Plan.

SECTION VIII. RIGHTS TO LTI BONUSES ARE UNSECURED.

A Participant's potential right to an LTI Award does not constitute an equity or other ownership interest in the Company. The Company shall not be required to and shall not segregate any funds representing any LTI Award and nothing in this Plan shall be construed as providing for such segregation. Nothing in this Plan and no action taken pursuant to its terms, shall create or be construed to create a trust or escrow account of any kind, or a fiduciary relationship between the Company, on the one hand, and a Participant, or any other person, on the other hand. Employee has no preferred claim on, or any beneficial ownership in, any assets of the Company.

SECTION IX. AMENDMENT AND TERMINATION OF PLAN; TERM OF PLAN.

The Board may, at any time or times, amend this Plan, pursuant to written resolution adopted by the Board. The Board may, with respect to any Award Year, terminate this Plan by written resolution adopted by the Board. In the event this Plan is terminated, no further LTI Awards will be Granted under this Plan except that all LTI Awards Granted before the termination of this Plan shall continue in accordance with this Plan until such LTI Award either becomes exercised, vested and payable, or is forfeited.

SECTION X. NON-ASSIGNABILITY .

A Participant's rights pursuant to this Plan may not be transferred, alienated, assigned, pledged, hypothecated or otherwise disposed of other than by will or by the laws of descent and distribution. If a Participant attempts to alienate, assign, pledge, hypothecate, or otherwise dispose of the Participant's rights to any LTI Award or any other right pursuant to this Plan, or in the event of any levy, attachment, execution, or similar process upon the right or interest conferred by this Plan, the Board may terminate all of the Participant's rights under this Plan and all LTI Awards granted to such Participant, and all of such Participant's rights under this Plan will thereupon become null and void.

SECTION XI. MISCELLANEOUS .

(A) The Company's obligation to make any payment, or deliver any shares of Company Stock, pursuant to this Plan shall be subject to the Participant's satisfaction of all applicable federal, state and local income and other tax withholding requirements.

(B) Nothing in this Plan shall be construed to give any person any benefit, right or interest except as expressly provided herein, and nothing in this Plan shall be construed as establishing any right of continued employment by the Company.

(C) Notwithstanding any provision in this Plan or any LTI Award to the contrary, this Plan and all LTI Awards shall be interpreted and administered in accordance with Section 409A of the Internal Revenue Code and regulations and other guidance issued thereunder. For purposes of determining whether any payment made pursuant to this Plan or an LTI Award results in a "deferral of compensation" within the meaning of Treasury Regulation §1.409A-1(b), the Company shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A and the regulations issued thereunder. If any deferred compensation payment is payable due to a "specified employee" under Section 409A on account of a separation from service for any reason other than death, then such payment shall be delayed for a period of six months and paid immediately following the expiration of such six month period. A Participant or beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Participant or beneficiary in connection with any payments to such Participant or beneficiary pursuant to this Plan, including but not limited to any taxes, interest and penalties under Section 409A, and neither the Company nor any of its subsidiaries shall have any obligation to indemnify or otherwise hold a Participant or beneficiary harmless from any and all of such taxes and penalties.

(D) The provisions of this Plan, except where otherwise required by law, will be governed, construed, enforced, and administered in accordance with the laws of the State of Delaware.

Appendix A – Target LTI Percentages

Title / Band	Level	Target LTI Percentage
CEO	0	200%
Corporate Executives (COO, CFO, GC, CAO)	1 Corp.	100%
Division Presidents	1 Div.	60%
Non-Executive Corporate Officers	2 Corp.	30%
Corporate VPs	3 Corp.	30%

LAYNE CHRISTENSEN COMPANY

2006 EQUITY INCENTIVE PLAN

Restricted Stock Unit Agreement

	Date of Grant:	________________

	Number of Restricted Stock Units Granted:	________________

This Award Agreement dated _____________________, is made by and between Layne Christensen Company, a Delaware corporation (the “Company”), and ____________________ ("Participant").

RECITALS:

A. Effective June 8, 2006, the Company's stockholders initially approved the Layne Christensen Company 2006 Equity Incentive Plan (the "Plan") pursuant to which the Company may, from time to time, grant Restricted Stock Units to eligible Service Providers of the Company.

B. The Plan has been amended and restated several times and was most recently restated effective June 7, 2012.

C. Participant is a Service Provider of the Company or one of its Affiliates and the Company desires to encourage him/her to own Shares and to give him/her added incentive to advance the interests of the Company, and desires to grant Participant Restricted Stock Units under the terms and conditions established by the Committee.

AGREEMENT:

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Incorporation of Plan . All provisions of this Award Agreement and the rights of Participant hereunder are subject in all respects to the provisions of the Plan and the powers of the Committee therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in the Plan.

2. Grant of Restricted Stock Units . Subject to the conditions and restrictions set forth in this Award Agreement and in the Plan, the Company hereby grants to Participant and credits to a separate account maintained on the books of the Company ("Account") that number of Restricted Stock Units identified above opposite the heading "Number of Restricted Stock Units Granted" (the "RSUs"). Each RSU shall represent Participant's conditional right to receive one Share on the RSU's "Settlement Date" if the applicable time-vesting requirements set forth in this Award Agreement are satisfied. Participant's interest in the Account shall make him or her only a general, unsecured creditor of the Company. Neither the RSUs nor Participant's rights thereto may be sold, transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily. Except as otherwise provided herein, the rights of Participant with respect to each RSU shall remain forfeitable at all times prior to the Settlement Date of such RSU.

3. Settlement of RSUs . The RSUs shall be settled by delivering to Participant or his or her beneficiary, as applicable, a number of Shares equal to the RSUs then held by Participant which are vested in accordance with this Section 3. Except as specifically provided elsewhere under the Plan, the restrictions on RSUs subject to this Award Agreement will lapse and the RSUs will be settled on the earlier of (i) the Participant's "Retirement" (as defined below), or (ii) the Fifth (5 th ) Anniversary of the Date of Grant (the "Settlement Date"), but only if Participant has, at all times from the Date of Grant, been a Service Provider to the Company, or one of its Affiliates, and the RSUs have not otherwise been cancelled. All RSUs are subject to cliff-vesting until such Settlement Date. "Retirement" for purposes of this Section 3 shall mean the Participant's date of his or her separation from service after Participant attains the age of 60 and after having been employed by the Company or one of its affiliates for five years or more.

The Committee may, in its sole discretion, accelerate the date on which RSUs are no longer subject to a risk of forfeiture if in its judgment the performance of Participant has warranted such acceleration and/or such acceleration is in the best interests of the Company; provided, however, the payment of Shares attributable to the settlement of any RSUs which constitute "deferred compensation" subject to Internal Revenue Code Section 409A ("Section 409A"), must only be made upon the Settlement Date.

Delivery of Shares following the Settlement Date shall be made by the Company to Participant no later than the earlier of the end of the calendar year in which the Settlement Date occurs or the 30th day after the Settlement Date; provided, however, to the extent that the RSUs constitute "deferred compensation" subject Section 409A and Participant is a "specified employee" under Section 409A (including any Company specified employee identification procedures), then, notwithstanding any other provisions of this Award Agreement and for the avoidance of negative tax consequences to Participant, any issuances of Shares pursuant to this Award Agreement on account of Participant's Retirement shall be delayed until the first day after six months following such Retirement, as required for the avoidance of penalties and/or exercise taxes under Section 409A.

4. Cancellation of RSUs . Unless otherwise provided in Section 3, or as otherwise provided in the Plan, if, before the Settlement Date, Participant's position as a Service Provider to the Company or any of its Affiliates is terminated, Participant shall thereupon immediately forfeit all unsettled RSUs, all such unsettled RSUs shall be cancelled and Participant shall have no further rights under this Award Agreement. For purposes of this Award Agreement, the transfer of employment between the Company and any of its Affiliates (or between Affiliates) shall not constitute a termination of Participant's position as a Service Provider.

5. Dividends and Voting . Before an RSU's Settlement Date, Participant shall be entitled to receive dividend equivalent payments for any dividends paid by the Company on Shares, whether payable in stock, in cash or in kind, or other distributions, declared as of a record date that occurs on or after the Date of Grant hereunder and prior to any cancellation of such RSUs, provided, however, that any such dividend equivalent payments shall be held in escrow by the Company and, be subject to the same rights, restrictions on transfer and conditions applicable to the underlying RSUs. In the event of cancellation of any or all of the RSUs, Participant will forfeit all dividend equivalent payments held in escrow and relating to the underlying cancelled RSUs. Participant will have no voting rights with respect to any of the RSUs.

6. Withholding with Stock . Unless specifically denied by the Committee, Participant may elect to pay all minimum required amounts of tax withholding, or any part thereof, by electing that the Company withhold from the settlement of Shares otherwise eligible to be issued pursuant to this Award Agreement, Shares having a value equal to the minimum amount required to be withheld under federal, state or local law or such lesser amount as may be elected by Participant. The value of Shares to be withheld by the Company shall be based on the Fair Market Value of the Stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”), as determined by the Committee. Any such elections by Participant to have Shares withheld for this purpose will be subject to the following restrictions:

(a) All elections must be made prior to the Tax Date;

(b) All elections shall be irrevocable; and

(c) If Participant is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), Participant must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of Stock to satisfy such tax withholding obligation.

7. Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.

8. Amendment . Subject to Section 10, this Award Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Award Agreement.

9. Governing Law . The laws of the State of Delaware will govern the interpretation, validity and performance of this Award Agreement regardless of the law that might be applied under principles of conflicts of laws.

10. Section 409A Compliance . It is the intent of the Company that all payments made under this Award Agreement will either be exempt from Section 409A and the Treasury regulations and guidance issued thereunder pursuant to the “short-term deferral” exemption or compliant with Section 409A. Notwithstanding any provision of the Plan or this Award Agreement to the contrary, (i) this Award Agreement shall not be amended in any manner that would cause any amounts payable hereunder that are not subject to Section 409A to become subject thereto (unless they also are in compliance therewith), and the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to this Award Agreement and (ii) the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Award Agreement to reflect the intention that all payments pursuant hereto qualify for exemption from or complies with Section 409A in a manner that as closely as practicable achieves the original intent of this Award Agreement and with the least reduction, if any, in overall benefit to a Participant to comply with Section 409A on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A. Neither the Company nor the Board makes any representation that this Award Agreement shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to this Award Agreement.

11. Binding Effect . Except as expressly stated herein to the contrary, this Award Agreement will be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.

12. LTI Plan Transfer Restrictions . This Award was made as part of an award under the Layne Christensen Company Long-Term Incentive Plan, the terms of which require that any Shares deliverable pursuant to this Award Agreement cannot be sold or transferred until Participant's separation from service with the Company or one of its affiliates. Except with respect to any Shares withheld to satisfy tax withholding obligations in accordance with Section 6, all Shares issued pursuant to this Award shall be subject to this retention requirement. To the extent that the Company elects to issue stock in certificated form, one or more certificates representing the Shares issued pursuant to this Award Agreement shall bear a legend substantially similar to the following, and stop transfer instructions may be given to the transfer agent for the Company's Stock that are consistent with such legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER CONDITIONS UNDER THE LAYNE CHRISTENSEN COMPANY LONG-TERM INCENTIVE PLAN. THESE SHARES CANNOT BE SOLD, DONATED, TRANSFERRED OR IN ANY OTHER MANNER DISPOSED OF BEFORE THE HOLDER'S SEPARATION FROM SERVICE WITH THE COMPANY EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH PLAN, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF LAYNE CHRISTENSEN COMPANY.

This Award Agreement has been executed and delivered by the parties hereto.

The Company:		Participant:

Layne Christensen Company


By:
	Name:	Name:
	Title:	Address of Participant: