exv10w5



 





Exhibit 10.5




ALLIS-CHALMERS ENERGY INC.




EMPLOYEE PERFORMANCE AWARD AGREEMENT

Pursuant to the terms of the Allis-Chalmers Energy Inc. 2006 Incentive Plan




     1. Grant of Performance Award. Allis-Chalmers Energy Inc., a Delaware corporation
(“Company”), hereby grants to                    (“Participant”) performance awards in the
form of [xx,xxx] shares (the “Performance Award”) of common stock, $0.01 par value per
share, of the Company (“Common Stock”), subject to meeting the Performance Objectives as described
in Section 4 hereof, and in accordance with the terms and conditions of this document. This
Performance Award Agreement is dated as of [xx/xx/xx]. The Performance Award in the form
of Common Stock is awarded pursuant to and to implement in part the Allis-Chalmers Energy Inc. 2006
Incentive Plan (as amended and in effect from time to time, the “Plan”) and is subject to the
restrictions, forfeiture provisions and other terms and conditions of the Plan, which is hereby
incorporated herein and is made a part hereof, and this Performance Award Agreement. By execution
of this Performance Award Agreement, Participant agrees to be bound by all of the terms,
provisions, conditions and limitations of the Plan as implemented by the Performance Award
Agreement, together with all rules and determinations from time to time issued by the Committee
pursuant to the Plan. All capitalized terms have the meanings set forth in the Plan unless
otherwise specifically provided. All references to specified paragraphs pertain to paragraphs of
this Performance Award Agreement unless otherwise provided.



     2. Settlement of Performance Award. The stock certificate(s) evidencing the Performance Award
shall not be issued or registered on the Company’s books and records until the Performance
Objectives set forth in paragraph 4 below have been met by the Participant and approved by the
Committee and all other restrictions contained in this Performance Award Agreement have lapsed.
Upon resolution by the Committee that the Participant has achieved the Performance Objectives, and
subject to the other terms and conditions of this Performance Award Agreement, the Company will
promptly issue a stock certificate with respect to the vested portion of the shares of the
Performance Award for which the Performance Objectives have been met.



     3. Risk of Forfeiture. Participant shall immediately forfeit all rights to any Performance
Award which have not vested and with respect to which the Performance Objectives have not been met
or in the event of termination, resignation, or removal of Participant from employment with the
Company or any Affiliate under circumstances that do not cause Participant to become fully vested,
under the terms of the Plan.



     4. Performance Objectives. Subject to the provisions of this Performance Award Agreement
including, without limitation, the following provisions of this Paragraph 4, the Performance Award
shall vest upon Participant meeting performance criteria based on any one or more of the
Performance Objectives described below, as more specifically determined by the Compensation
Committee and approved by the Board of Directors of the Company:




(i) increase in earnings per share; (ii) increase in price per share, (iii) increase
in revenues; (iv) increase in cash flow; (v) return on net assets; (vi) return on
assets; (vii) return on investment; (viii) return on equity; (ix) economic value
added; (x) gross margin; (xi) net income; (xii) pretax earnings; (xiii) pretax
earnings before interest, depreciation, depletion and amortization; (xiv) pretax



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operating earnings after interest expense and before incentives, service fees, and
extraordinary or special items; (xv) operating income; (xvi) total stockholder
return; (xvii) debt reduction


Any of the above goals may be determined on an absolute or relative basis or as compared to the
performance of a published or special index of companies as determined by the Compensation
Committee.



The period from the date hereof until Performance Awards have become one hundred percent (100%)
vested and the Committee has determined that such Performance Objectives have been met shall be
referred to as the “Restricted Period.”




     5. Transferability. During the Restricted Period, the Participant shall not sell, assign,
transfer, pledge, exchange, hypothecate, or otherwise dispose of any right, title or interest in
the Performance Award prior to vesting in accordance with this Performance Award Agreement. Upon
receipt by the Participant of stock certificate(s) representing the vested shares pursuant to
Paragraph 2 above, the Participant may hold or dispose of the shares represented by such
certificate(s), subject to compliance with (i) the terms and conditions of the Plan and this
Performance Award Agreement, (ii) applicable federal or state securities laws or other applicable
law, (iii) applicable rules of any exchange on which the Company’s securities are traded or listed,
and (iv) the Company’s rules or policies as established by the Company in its sole discretion.



     6. No Ownership Rights. Prior to the vesting of the Performance Award, the Participant shall
not have any rights with respect to the shares of Common Stock represented by the Performance Award
hereunder including the right to vote the shares of Common Stock and the right to receive any
dividends.



     7. Termination of Employment. If employment of Participant by the Company or any Affiliate is
terminated for any reason, including death, disability or retirement, all Performance Awards
outstanding at the time of such termination and all rights thereunder shall be forfeited and no
further vesting shall occur.



     8. Change in Control.




     (a) Change in Control. Upon the occurrence of a Change in Control (as defined in the
Plan), all restrictions and conditions of the Performance Award shall automatically be
waived without any required action by the Company, Committee or the Board with the result
that the Performance Award shall be fully vested and the restrictions thereon shall have
lapsed.




     (b) Right of Cash-Out. If approved by the Board prior to or within thirty (30) days
after such time as a Change in Control shall be deemed to have occurred, the Board shall
have the right for a forty-five (45) day period immediately following the date that the
Change in Control is deemed to have occurred to require Participant to transfer and deliver
to Company all unvested shares of the Performance Award hereunder with respect to which the
restrictions have not lapsed in exchange for an amount equal to the “cash value” (defined
below) of such shares of the Performance Award. Such right shall be exercised by written
notice to Participant. The cash value of such shares of the Performance Award shall equal
the “market value” (defined below) per share, multiplied by the number of unvested shares of
the Performance Award hereunder with respect to



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which the restrictions have not lapsed. For purposes of the preceding sentence, “market
value” per share shall mean the higher of (i) the average of the Fair Market Value per share
of Common Stock on each of the five trading days immediately following the date a Change in
Control is deemed to have occurred or (ii) the highest price, if any, offered in connection
with the Change in Control. The amount payable to Participant by Company pursuant to this
Section 8(b) shall be paid in cash or by certified check and shall be reduced by any taxes
required to be withheld.



     9. Reorganization of Company and Subsidiaries. The existence of the Performance Awards shall
not affect in any way the right or power of the Company or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s
capital structure or its business, or any merger or consolidation of the Company or any issue of
bonds, debentures, preferred or prior preference stock ahead of or affecting the Performance Award
or the rights thereof, or the dissolution or liquidation of Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.



     10. Adjustment of Shares. In the event of stock dividends, spin-offs of assets or other
extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers,
consolidations, reorganizations, liquidations, issuances of rights or warrants and similar
transactions or events involving Company, the Committee shall, in such manner as it may deem
equitable, make adjustments to the terms and provisions of this Performance Award Agreement.



     11. Certain Restrictions. By executing this Performance Award Agreement, Participant agrees
that if at the time of delivery of certificates representing the Performance Award is not covered
by an effective registration statement filed under the Securities Act of 1933 (“Act”), the
certificates so delivered may contain such legends as the Company shall require and the Participant
will acquire the shares of the Performance Award for Participant’s own account and without a view
to resale or distribution in violation of the Act or any other securities law, and upon any such
acquisition Participant will enter into such written representations, warranties and agreements as
Company may reasonably request in order to comply with the Act or any other securities law or with
this Performance Award Agreement. Participant agrees that the Company shall not be obligated to
take any affirmative action in order to cause the issuance or transfer of shares of the Performance
Award hereunder to comply with any law, rule or regulation that applies to the shares of Common
Stock subject to this Performance Award Agreement.



     12. Amendment and Termination. The Performance Award Agreement may not be terminated by the
Board or the Committee at any time without the written consent of Participant. This Performance
Award Agreement may be amended in writing by the Company and Participant, provided the Company may
amend this Performance Award Agreement unilaterally (i) if the amendment does not adversely affect
the Participant’s rights hereunder in any material respect, (ii) if the Company determines that an
amendment is necessary to comply with Rule 16b-3 under the Exchange Act or other applicable law, or
(iii) if the Company determines that an amendment is necessary to meet the requirements of the Code
or to prevent adverse tax consequences to the Participant. No amendment or termination of the Plan
will adversely affect the rights and privileges of Participant under this Performance Award
Agreement or to the Common Stock granted hereunder without the written consent of Participant.



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     13. No Guarantee of Employment. Neither this Performance Award Agreement nor the Performance
Award evidenced hereby shall confer upon Participant any right with respect to continuance of
employment or other service with the Company or any Affiliate, nor shall it interfere in any way
with any right Company or any Affiliate would otherwise have to terminate such Participant’s
employment or other service at any time.



     14. Tax Matters.




     (a) Company shall have the right to (i) make deductions from the number of shares of
Common Stock otherwise deliverable upon vesting of the Performance Award and satisfaction of
the conditions precedent under this Performance Award Agreement in an amount sufficient to
satisfy withholding of any federal, state or local taxes required by law, or (ii) take such
other action as may be necessary or appropriate to satisfy any such tax withholding
obligations.




     (b) Under Section 83 of the Code, the difference between the purchase price paid, if
any, for the shares of Performance ``Award and their fair market value on the date of
vesting when any forfeiture restrictions applicable to such shares lapse will be reportable
as ordinary income at that time. Participant may elect to be taxed at the effective time of
this award when the shares are acquired rather than when such shares vest and cease to be
subject to such forfeiture restrictions by filing an election under Section 83(b) of the
Code with the Internal Revenue Service within thirty (30) days after the date hereof. If
such an election is made, Participant will have to make a tax payment to the extent the
purchase price, if any, is less than the fair market value of the shares on the date hereof.
No tax payment will have to be made to the extent the purchase price, if any, is at least
equal to the fair market value of the shares on the date hereof. Failure to make this
filing within the thirty (30) day period will result in the recognition of ordinary income
by you as the shares of Restricted Stock vest and the forfeiture restrictions lapse.




     PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) IF PARTICIPANT ELECTS TO DO SO,
EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
PARTICIPANT’S BEHALF. PARTICIPANT MUST AND IS RELYING SOLELY ON PARTICIPANT’S OWN ADVISORS
WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY SECTION 83(b) ELECTION.




     (c) Neither Company nor the Board or Committee makes any commitment or guarantee that
any federal or state tax treatment will apply or be available to any person eligible for the
benefits under this Performance Award Agreement.



     15. Community Interest of Spouse. The community interest, if any, of any spouse of
Participant in any Performance Award shall be subject to all of the terms, conditions and
restrictions of this Performance Award Agreement and the Plan.



     16. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in
paper format, Participant agrees, to the fullest extent permitted by law, to accept electronic
delivery of any documents that the Company may be required to deliver (including,
but not limited to, prospectuses, prospectus supplements, grant or award notifications and
agreements, account statements, annual and quarterly reports, and all other forms of



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communications) in connection with this and any other award made or offered by the Company.
Electronic delivery may be via a Company electronic mail system or by reference to a location on a
Company intranet to which Participant has access. Participant hereby consents to any and all
procedures the Company has established or may establish for an electronic signature system for
delivery and acceptance of any such documents that the Company may be required to deliver, and
agrees that his or her electronic signature is the same as, and shall have the same force and
effect as, his or her manual signature.



     17. Severability. In the event that any provision of this Performance Award Agreement shall
be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable,
but shall not affect the remaining provisions of this Performance Award Agreement, and this
Performance Award Agreement shall be construed and enforced as of the illegal, invalid, or
unenforceable provision had never been included herein.



     18. Governing Law. This Performance Award Agreement shall be construed in accordance with the
laws of the State of Delaware to the extent federal law does not supersede and preempt Delaware
law.



	 	 	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ALLIS-CHALMERS ENERGY INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Printed Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PARTICIPANT:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	(signature)	 	 	 	 







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