EX-10.2






Exhibit 10.2




SECOND AMENDMENT TO THE

PATTERSON-UTI ENERGY, INC. 2005 LONG-TERM INCENTIVE PLAN




THIS AGREEMENT is by Patterson-UTI Energy, Inc. (the “Sponsor”),



W I T N E S S E T H:




WHEREAS, the Sponsor maintains the Plan known as the “Patterson-UTI Energy, Inc. 2005
Long-Term Incentive Plan” (the “Plan”); and



WHEREAS, the Sponsor retained the right in Section 12.1 of the Plan to amend the Plan from
time to time; and



WHEREAS, the Board of Directors of the Sponsor approved resolutions on April 10, 2008 to amend
the Plan;



NOW, THEREFORE, the Sponsor agrees that, effective as of, and contingent upon, the approval of
the Company’s stockholders of the First Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term
Incentive Plan, the Plan is hereby amended as follows:



1. Section 3.1(a) of the Plan is hereby amended and restated in its entirety as
follows:



3.1 Number of Shares. (a)  Subject to adjustment as provided in Section 12.2
and this Section 3.1, the total number of Shares authorized for grant under the Plan
shall be 10,250,000, reduced by the total number of Shares subject to any options or
awards granted under the Prior Plans during the period commencing on January 1, 2005
and ending on the effective date of this Plan (the “Pre-Effective Period”). Any
Shares that are subject to Awards of Options or Stock Appreciation Rights, whether
granted under this Plan or a Prior Plan during the Pre-Effective Period, shall be
counted against this limit as one (1) Share for every one (1) Share granted. Any
Shares that are subject to Awards other than Options or Stock Appreciation Rights,
whether awarded under this Plan prior to June 5, 2008 or a Prior Plan during the
Pre-Effective Period, shall be counted against this limit as one and six tenths
(1.6) Shares for every one (1) Share awarded. Any Shares that are subject to Awards
other than Options or Stock Appreciation Rights awarded under this Plan on or after
June 5, 2008 shall be counted against this limit as two (2) Shares for every one (1)
Share awarded. In connection with the granting of a Performance Unit denominated in
dollars, the number of Shares that shall be counted against this limit shall be an
amount equal to the quotient of (i) the dollar amount in which the Performance Unit
is denominated, divided by (ii) the Fair Market Value of a Share on the date the
Performance Unit is granted.



2. Section 3.1(d) of the Plan is hereby amended and restated in its entirety as
follows:



(d) Any Shares that again become available for grant pursuant to this Article
shall be added back as (x) one (1) Share if such Shares were subject to Options or
Stock Appreciation Rights granted under the Plan or options or stock appreciation
rights granted under the Prior Plans, (y) as one and six tenths (1.6) Shares if such
Shares were subject to Awards other than Options or Stock Appreciation Rights
granted under the Plan that are forfeited, expire or otherwise terminate prior to
June 5, 2008 or (z) as two (2) Shares if such Shares were subject to Awards other
than Options or Stock Appreciation Rights granted under the Plan that are forfeited,
expire or otherwise terminate on or after June 5, 2008.



Approved and Adopted by the Board of Directors April 10, 2008



Effective June 5, 2008