PACIFIC DRILLING S.A. RESTRICTED STOCK UNIT AGREEMENT (CEO Award)Restricted Stock Unit Agreement • May 8th, 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. PERFORMANCE SHARE UNIT AGREEMENT (CEO Award)Omnibus Stock Incentive Plan • May 8th, 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: Modification of Severance and Change of Control AgreementPacific Drilling S.A. • May 8th, 2020 • Drilling oil & gas wells
You are currently a party to a Severance and Change of Control Agreement with Pacific Drilling Manpower, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Pacific Drilling S.A. (together, the “Company”), dated as of January 1, 2016, as amended or restated from time to time (your “Change of Control Agreement”). Capitalized terms used but not defined herein shall have the meaning set forth in the Change of Control Agreement.
AMENDMENT NO. 1 TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT under theRestricted Stock Unit Agreement • May 8th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells
THIS AMENDMENT No. 1 (the “Amendment”), effective as of April 10, 2020 (the “Amendment Date”), amends the Performance-Based Restricted Stock Unit Agreement (the “Agreement”) under the Pacific Drilling S.A. 2018 Omnibus Stock Incentive Plan (the “Plan”), entered into between W. Matt Ralls (the “Participant”) and Pacific Drilling S.A. (the “Company”) dated December 20, 2018. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Agreement.
Re: Consent to Salary Reduction and Waiver of Good Reason ProvisionPacific Drilling S.A. • May 8th, 2020 • Drilling oil & gas wells
You are currently a party to an Employment Agreement with Pacific Drilling Manpower, Inc., a Delaware company and an indirect wholly-owned subsidiary of Pacific Drilling S.A., (together, the “Company”), dated as of November 19, 2018, as amended or restated from time to time (your “Employment Agreement”). Capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement.
Re: Modification of Employment AgreementPacific Drilling S.A. • May 8th, 2020 • Drilling oil & gas wells • Texas
You are currently a party to an Employment Agreement with Pacific Drilling Manpower, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Pacific Drilling S.A. (together, the “Company”), dated as of July 22, 2019, as amended or restated from time to time (your “Employment Agreement”). Capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement.
AMENDMENT NO. 1 TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT under theRestricted Stock Unit Agreement • May 8th, 2020 • Pacific Drilling S.A. • Drilling oil & gas wells
THIS AMENDMENT No. 1 (the “Amendment”), effective as of March 10, 2020 (the “Amendment Date”), amends the Performance-Based Restricted Stock Unit Agreement (the “Agreement”) under the Pacific Drilling S.A. 2018 Omnibus Stock Incentive Plan (the “Plan”), entered into between Bernie G. Wolford Jr (the “Participant”) and Pacific Drilling S.A. (the “Company”) dated December 20, 2018. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Agreement.
