PARKER DRILLING COMPANY RESTRICTED STOCK UNIT INCENTIVE AGREEMENT
Exhibit 10.18
XXXXXX DRILLING COMPANY
THIS RESTRICTED STOCK UNIT INCENTIVE AGREEMENT (this “Agreement”) is made and entered into by
and between Xxxxxx Drilling Company, a Delaware corporation (the “Company”), and
___________________, an individual and employee of the Company (“Grantee”), as of the ____ day of
_________, 20__ (the “Grant Date”), subject to the terms and provisions of the Xxxxxx Drilling
Company ___ Long-Term Incentive Program, effective as of January 1, 2010, and as it may be amended
from time to time thereafter (the “Program”), which is a sub-plan of the Xxxxxx Drilling Company
2010 Long-Term Incentive Plan, as it may be amended from time to time thereafter (the “Plan”). The
Program and the Plan are hereby incorporated herein in their entirety by this reference.
Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such
terms in the Program or the Plan.
WHEREAS, Grantee is [title] of the Company, and in connection therewith, the Company
desires to grant Restricted Stock Units to Grantee, subject to the terms and conditions of this
Agreement and the Program, with a view to increasing Grantee’s interest in the Company’s success
and growth; and
WHEREAS, Grantee desires to be the holder of Restricted Stock Units subject to the terms and
conditions of this Agreement and the Program;
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained
herein, and such other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Grant of Restricted Stock Units. Subject to the terms and conditions of this Agreement and
the Program, the Company hereby grants to Grantee [number] Restricted Stock Units (the
“Units”). Subject to Section 3 hereof, each Unit shall initially represent one share of
the Company’s Common Stock (“Share”). Each Unit represents an unsecured promise of the Company to
deliver one Share to the Grantee pursuant to the terms and conditions of the Program and this
Agreement. As a holder of Units, the Grantee has the rights of a general unsecured creditor of the
Company until the Units are converted to Shares upon vesting and transferred to Grantee, as set
forth herein.
2. Transfer Restrictions. Grantee shall not sell, assign, transfer, exchange, pledge,
encumber, gift, devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Units
granted hereunder. Any purported Transfer of Units in breach of this Agreement shall be void and
ineffective, and shall not operate to Transfer any interest or title in the purported transferee.
3. Vesting and Settlement of Units.
(a) Vesting Dates. Grantee’s interest in the Units granted hereunder shall vest on
the [third anniversary of the Grant Date] (the “Vesting Date”), provided that the Grantee
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is still an Employee and has continuously been an Employee from the Grant Date through the
Vesting Date, except as provided in Section 4 hereof.
(b) Settlement of Units. Except with respect to Units that become vested by reason of
Section 4(c), within sixty (60) days after any other Units become vested, the Company shall
transfer to Grantee the number of Shares for the vested Units and such Units shall expire when
exchanged for such Shares. Units that become vested during a calendar year by reason of
Section 4(c) shall be settled within sixty (60) days of the earlier of the close of such
calendar year or termination of the Grantee’s Employment. All Shares delivered to or on behalf of
Grantee in exchange for vested Units shall be subject to any further transfer or other restrictions
as may be required by securities law or other applicable law as determined by the Company.
(c) Dividends and Splits. If the Company (i) declares a stock dividend or makes a
distribution on its Shares, (ii) subdivides or reclassifies outstanding Shares into a greater
number of Shares, or (iii) combines or reclassifies outstanding Shares into a smaller number of
Shares, then the number of Units granted under this Agreement shall be proportionately increased or
reduced, as applicable, so as to prevent the enlargement or dilution of Grantee’s rights and duties
hereunder. The determination of the Committee regarding such adjustments shall be binding.
4. Termination of Employment. If Grantee’s Employment is voluntarily or involuntarily
terminated by the Company or Grantee, then Grantee shall immediately forfeit the outstanding Units
that are not already vested as of such date, except as provided below in this Section 4.
Upon the forfeiture of any Units hereunder, the Grantee shall cease to have any rights in
connection with such Units as of the date of forfeiture.
(a) Termination of Employment. Except as provided in Section 4(c) and
Section 4(e), if the Grantee’s Employment is terminated for any reason other than due to
death, Disability, or Involuntary Termination Without Cause, any non-vested Units at the time of
such termination shall automatically expire and terminate and no vesting shall occur after the
termination of Employment date. In such event, the Grantee will receive no payment for unvested
Units.
(b) Involuntary Termination Without Cause. Except as provided in Section
4(e), in the event of the Grantee’s Involuntary Termination Without Cause, all of the
restrictions and any other conditions for all Units then outstanding shall be fully satisfied on a
Pro Rata Basis (as defined in the Program), and thus only that portion of the outstanding Units
shall become free of all restrictions and vested, and any remaining unvested Units shall be
forfeited.
(c) Retirement. Except as provided in Section 4(e), upon the Grantee’s
satisfaction of the eligibility requirements for Retirement (as defined in the Program), all of the
restrictions and any other conditions for all Units then Outstanding shall be fully satisfied on a
Pro Rata Basis (as defined in the Program), and thus only that portion of the outstanding Units
shall become free of all restrictions and vested; and any remaining outstanding Units shall
continue to vest in a like manner each month until the earlier of the Vesting Date or termination
of Grantee’s Employment. Any non-vested Units at the time of such termination shall
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automatically expire and terminate and no vesting shall occur after the termination of
Employment date. In such event, the Grantee will receive no payment for unvested Units.
(d) Disability or Death. Upon termination of Grantee’s Employment as the result of
Grantee’s Disability (as defined in the Plan) or death, then all of the outstanding Units shall
become 100% vested and free of all restrictions on such date.
(e) Change in Control. If there is a Change in Control of the Company (as defined in
the Program), then in the event of the Grantee’s Involuntary Termination Without Cause (as defined
in the Program) within two (2) years following the effective date of the Change in Control, all the
outstanding Units shall automatically become 100% vested and free of all restrictions on the
Grantee’s termination of Employment date.
5. Detrimental Conduct. Notwithstanding any provision herein to the contrary, if the Grantee
engaged in Detrimental Conduct (as defined in the Program), with such Detrimental Conduct occurring
either during Employment or within two (2) years after Employment terminates for any reason, then,
in such event, the following rules shall apply under this Agreement with respect to such
Detrimental Conduct. In the event that the Committee should determine, in its sole and absolute
discretion, that, during Employment or within two (2) years following Employment termination, the
Grantee engaged in Detrimental Conduct, the Committee may, in its sole and absolute discretion, if
Shares have previously been transferred to the Grantee under this Agreement, direct the Company to
send a notice of recapture (a “Recapture Notice”) to such Grantee. Within ten (10) days after
receiving a Recapture Notice from the Company, the Grantee will deliver to the Company either (i)
the actual number of Shares that were transferred to the Grantee upon vesting of Units or (ii) a
cash equivalent payment in an amount equal to the Fair Market Value of such Shares at the time when
transferred to the Grantee, unless the Recapture Notice demands repayment of a lesser sum. All
repayments hereunder shall be net of the taxes that were withheld by the Company when the Shares
were originally transferred to Grantee following vesting of the Incentive Award.
6. Grantee’s Representations. Notwithstanding any provision hereof to the contrary, the
Grantee hereby agrees and represents that Grantee will not acquire any Shares, and that the Company
will not be obligated to issue any Shares to the Grantee hereunder, if the issuance of such Shares
constitutes a violation by the Grantee or the Company of any law or regulation of any governmental
authority. Any determination in this regard that is made by the Committee, in good faith, shall be
final and binding. The rights and obligations of the Company and the Grantee are subject to all
applicable laws and regulations.
7. Tax Withholding. To the extent that the receipt of Shares hereunder results in
compensation income to Grantee for federal, state or local income tax purposes, Grantee shall
deliver to Company at such time the sum that the Company requires to meet its tax withholding
obligations under applicable law or regulation, and, if Grantee fails to do so, Company is
authorized to (a) withhold from any cash or other remuneration (including any Shares), then or
thereafter payable to Grantee, any tax required to be withheld; or (b) sell such number of Shares
as is appropriate to satisfy such tax withholding requirements before transferring the resulting
net number of Shares to Grantee in satisfaction of its obligations under this Agreement.
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8. Independent Legal and Tax Advice. The Grantee acknowledges that (a) the Company is not
providing any legal or tax advice to Grantee and (b) the Company has advised the Grantee to obtain
independent legal and tax advice regarding this Agreement and any payment hereunder.
9. No Rights in Shares. The Grantee shall have no rights as a stockholder in respect of any
Shares, unless and until the Grantee becomes the record holder of such Shares on the Company’s
records.
10. Conflicts with Program or Plan, Correction of Errors, and Grantee’s Consent. In the event
that any provision of this Agreement conflicts in any way with a provision of the Program or the
Plan, such provisions shall be reconciled, or such discrepancy shall be resolved, by the Committee
in the exercise of its discretion. In the event that, due to administrative error, this Agreement
does not accurately reflect the Units properly granted to the Grantee pursuant to the Program, the
Committee reserves the right to cancel any erroneous document and, if appropriate, to replace the
cancelled document with a corrected document. All determinations and computations under this
Agreement shall be made by the Committee (or its authorized delegate) in its discretion as
exercised in good faith.
The award of Units is intended to comply with or be exempt from Section 409A of the Internal
Revenue Code and any ambiguous provisions hereof shall be interpreted accordingly. Accordingly,
Grantee consents to such amendment of this Agreement as the Committee may reasonably make in
furtherance of such intention, and the Company shall promptly provide, or make available, to
Grantee a copy of any such amendment.
11. Miscellaneous.
(a) No Fractional Shares. All provisions of this Agreement concern whole Shares. If
the application of any provision hereunder would yield a fractional Share, such fractional Share
shall be rounded down to the next whole Share if it is less than 0.5 and rounded up to the next
whole Share if it is 0.5 or more.
(b) Transferability of Units. The Units are transferable only to the extent permitted
under the Program at the time of transfer (i) by will or by the laws of descent and distribution,
or (ii) by a domestic relations order in such form as is acceptable to the Company. No right or
benefit hereunder shall in any manner be liable for or subject to any debts, contracts,
liabilities, obligations or torts of the Grantee or any permitted transferee thereof.
(c) Not an Employment Agreement. This Agreement is not an employment agreement, and
no provision of this Agreement shall be construed or interpreted to create any Employment
relationship between Grantee and the Company for any time period. The Employment of Grantee with
the Company shall be subject to termination to the same extent as if this Agreement did not exist.
(d) Notices. Any notice, instruction, authorization, request or demand required
hereunder shall be in writing, and shall be delivered either by personal in-hand delivery, by
telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or
by courier or delivery service, addressed to the Company at its then current main corporate
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address, and to Grantee at the address indicated on the Company’s records, or at such other
address and number as a party has last previously designated by written notice given to the other
party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by
facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed
receipt of communications sent by facsimile means); and when delivered and receipted for (or upon
the date of attempted delivery where delivery is refused), if hand-delivered, sent by courier or
delivery service, or sent by certified or registered mail, return receipt requested.
(e) Amendment, Termination and Waiver. This Agreement may be amended, modified,
terminated or superseded only by written instrument executed by or on behalf of the Grantee and the
Company (by action of the Committee or its delegate). Any waiver of the terms or conditions hereof
shall be made only by a written instrument executed and delivered by the party waiving compliance.
Any waiver granted by the Company shall be effective only if executed and delivered by a duly
authorized executive officer of the Company other than Grantee. The failure of any party at any
time or times to require performance of any provisions hereof shall in no manner affect the right
to enforce the same. No waiver by any party of any term or condition herein, or the breach
thereof, in one or more instances shall be deemed to be, or construed as, a further or continuing
waiver of any such condition or breach or a waiver of any other condition or the breach of any
other term or condition.
(f) No Guarantee of Tax or Other Consequences. The Company makes no commitment or
guarantee that any tax treatment will apply or be available to the Grantee or any other person. The
Grantee has been advised, and provided with ample opportunity, to obtain independent legal and tax
advice regarding this Agreement.
(g) Governing Law and Severability. This Agreement shall be governed by the laws of
the State of Texas without regard to its conflicts of law provisions, except as preempted by
controlling federal law. The invalidity of any provision of this Agreement shall not affect any
other provision hereof or of the Program or the Plan, which shall remain in full force and effect.
(h) Successors and Assigns. This Agreement shall bind, be enforceable by, and inure
to the benefit of, the Company and Grantee and any permitted successors and assigns under the
Program.
[Signature page follows.]
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IN WITNESS WHEREOF, this Agreement is hereby approved and executed as of the date first
written above.
| Xxxxxx Drilling Company | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Grantee | ||||||
| Signature | ||||||
| Grantee’s Address for Notices: | ||||||
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