SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
This Severance and Change of Control Agreement (“Agreement”) between Pacific Drilling Manpower, Inc., a Delaware corporation (the “Company”), and _________ (the “Executive”) is dated as of ____________ (the “Agreement Date”).
PACIFIC DRILLING S.A. RESTRICTED STOCK UNIT AGREEMENT (Director Award)Restricted Stock Unit Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
Pacific Drilling S.A. (the “Company”) hereby grants you (the “Participant”) the following restricted stock units (“RSUs”) representing the right to receive shares of the Company’s share capital (“Shares”). The terms and conditions of this grant of RSUs are set forth in this Restricted Stock Unit Agreement (this “Agreement”), as well as in the Pacific Drilling S.A. 2018 Omnibus Stock Incentive Plan (the “Plan”), which is made a part of this document. Except as otherwise defined in this Agreement, capitalized terms have the respective meanings set forth in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells
This Employment Agreement (“Agreement”) is made and entered into by and between Pacific Drilling Manpower, Inc., a Delaware corporation (the “Company”) and an indirect wholly-owned subsidiary of Pacific Drilling S.A., a limited liability company (societe anonyme) organized under the laws of Luxembourg, having its registered office located at 8-10 Avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg register of commerce and companies under number B 159658, organized under the laws of Luxembourg (the “Parent”), the Parent for the purposes of Section 26 of this Agreement, and Bernie G. Wolford, Jr. (“Employee”) (collectively, the “Parties”), effective as of November 19, 2018 (the “Effective Date”).
INDEMNITY AGREEMENTIndemnity Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Delaware
This INDEMNITY AGREEMENT is made as of _____________ (the “Agreement Date”), by and between Pacific Drilling S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg register of commerce and companies under registration number B159658, having its registered office at 8-10 Avenue de la Gare, L-1610, Luxembourg (the “Company”), and Pacific Drilling Manpower, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (“PDMI”), on the one hand, and __________ (“Indemnitee”), on the other hand.
PACIFIC DRILLING S.A. RESTRICTED STOCK UNIT AGREEMENT (Executive Award)Restricted Stock Unit Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
Pacific Drilling S.A. (the “Company”) hereby grants you (the “Participant”) the following restricted stock units (“RSUs”) representing the right to receive an equivalent number of shares of the Company’s share capital (“Shares”). The terms and conditions of this grant of RSUs are set forth in this Restricted Stock Unit Agreement (this “Agreement”), as well as in the Pacific Drilling S.A. 2018 Omnibus Stock Incentive Plan (the “Plan”), which is made a part of this document. Except as otherwise defined in this Agreement, capitalized terms have the respective meanings set forth in the Plan.
PACIFIC DRILLING S.A. RESTRICTED STOCK UNIT AGREEMENT (Chairman Award)Restricted Stock Unit Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
Pacific Drilling S.A. (the “Company”) hereby grants you (the “Participant”) the following restricted stock units (“RSUs”) representing the right to receive shares of the Company’s share capital (“Shares”). The terms and conditions of this grant of RSUs are set forth in this Restricted Stock Unit Agreement (this “Agreement”), as well as in the Pacific Drilling S.A. 2018 Omnibus Stock Incentive Plan (the “Plan”), which is made a part of this document. Except as otherwise defined in this Agreement, capitalized terms have the respective meanings set forth in the Plan.
PACIFIC DRILLING S.A. PERFORMANCE SHARE UNIT AGREEMENT (Executive Award)Omnibus Stock Incentive Plan • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
Pacific Drilling S.A. (the “Company”) hereby grants you (the “Participant”) the following performance share units (referred to as “PSUs”) representing the right to receive an equivalent number of shares of the Company’s share capital (“Shares”). The terms and conditions of this grant of PSUs are set forth in this Performance Share Unit Agreement (this “Agreement”), as well as in the Pacific Drilling S.A. 2018 Omnibus Stock Incentive Plan (the “Plan”), which is made a part of this document. The PSUs represent performance-based restricted stock units under Section 6 of the Plan. Except as otherwise defined in this Agreement, capitalized terms have the respective meanings set forth in the Plan.
Re: Separation AgreementLetter Agreement • March 12th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells • Texas
This letter agreement ("Letter Agreement") sets forth the understanding between you and Pacific Drilling S.A. (the "Company") regarding your separation from the Company. Capitalized terms not otherwise defined herein have the meaning set forth in the Severance and Change in Control Agreement, dated June 1, 2016, and as thereafter amended on December 15, 2016, and on October 29, 2018, by and between you and Pacific Drilling Manpower, Inc. (your "Severance Agreement").
