Exhibit
10.5


AMENDED
AND RESTATED
  EMPLOYMENT
AGREEMENT
  THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this “Agreement”)
is made effective as of January 6, 2010 (the “Effective
Date”) by and between Bronco Drilling Company, Inc., a Delaware
corporation (the “Company”),
and Matt Porter, an individual (the “Employee”).
  WHEREAS, the Company and the Employee
are parties to that certain Employment Agreement, dated as of July 15, 2007 (the
“Existing
Agreement”).
  WHEREAS,
the Company and the Employee desire to amend and restate the Existing Agreement
to set forth the terms of their agreements relating to the employment of the
Employee by the Company.
  NOW, THEREFORE, in consideration of the
mutual promises herein contained, and for other good and valuable consideration,
receipt of which is hereby acknowledged, the Company and the Employee agree as
follows:
  1.  Employment.  The
Company hereby employs the Employee and the Employee hereby accepts such
employment subject to the terms and conditions contained in this
Agreement.  The Employee is engaged as an employee of the Company and
the Employee and the Company do not intend to create a joint venture,
partnership or other relationship that might impose a fiduciary obligation on
the Employee or the Company in the performance of this Agreement, other than as
an officer of the Company.
  2.  Employee’s
Duties.  The Employee is employed on a full-time
basis.  Throughout the term of this Agreement, the Employee will use
the Employee’s best efforts and due diligence to assist the Company in the
objective of achieving the most profitable operation of the Company and the
Company’s affiliated entities consistent with developing and maintaining a
quality business operation.
  2.1  Specific
Duties.  During the term of this Agreement, the
Employee will serve as Chief Financial Officer, Treasurer and Secretary for
the Company.  The Employee agrees to use the Employee’s best efforts
to perform all of the services required to fully and faithfully execute the
offices and positions to which the Employee is appointed and accepts and such
other services as may be reasonably directed by the Board of Directors of the
Company (the “Board”) in
accordance with this Agreement.
  2.2  Modifications.  The
precise duties to be performed by the Employee may be extended or curtailed in
the discretion of the Board.  However, the occurrence of any one or
more of the following events (such events, individually and collectively, “Good
Reason”) shall constitute termination without Cause (as hereinafter
defined): (a) a reduction in the Employee’s then current Base Salary (as
hereinafter defined) or a significant reduction in the Employee’s then current
benefits as provided in Section 4 hereof; (b) a demotion by means of a
reduction in authority, responsibilities, duties or titles to a position of less
stature or importance with the Company or an assignment of duties materially
inconsistent with the Employee’s position, authority, duties or responsibility;
(c) the Company’s principal executive offices are moved to a location more than
25 miles from its current location or the Employee is required to be based
anywhere other than the Company’s principal executive offices; (d) a
failure by the Company to require any successor to the Company or to all or
substantially all of the business or assets of the Company to expressly assume
the obligations of the Company under this Agreement; or (e) a breach by the
Company of a material provision of this Agreement or any other material plan or
program covering the Employee.
  2.3  Rules and
Regulations.  From time to time, the Company may issue policies
and procedures applicable to employees and the Employee including an Employment
Policies Manual.  The Employee agrees to comply with such policies and
procedures, except to the extent such policies are inconsistent with this
Agreement.  Such policies and procedures may be supplemented,
modified, changed or adopted without notice in the sole discretion of the
Company at any time.  In the event of a conflict between such policies
and procedures and this Agreement, this Agreement will control unless compliance
with this Agreement will violate any law or regulation applicable to the Company
or its affiliated entities.
  3.  Other
Activities.  During the term of this Agreement, the Employee
will devote substantially all of his business time, efforts, skills and
abilities and attention to the business of the Company; provided, however, that
the Employee (a) may serve on one board of directors of a publicly traded
corporation, (b) with the consent of the Board (which will not be
unreasonably withheld), may serve on other boards of directors of business
entities, (c) may engage in charitable, educational or community affairs,
including serving on the board of directors of any charitable, educational or
community organization, and (d) may manage his personal investments,
provided that such activities do not materially interfere with the performance
of his duties hereunder.
  4.  Employee’s
Compensation.  The Company agrees to compensate the Employee as
follows:
  4.1  Base Salary.  During
the term of this Agreement, a base salary (the “Base
Salary”), in an initial annual rate of not less than Two Hundred Twenty
Thousand Dollars ($220,000.00), will be paid to the Employee in installments
consistent with the Company’s customary payroll practices.
  4.2  Bonus.  During the
term of this Agreement, the Employee will be eligible to receive an annual bonus
established by the Company or the Board (or a Compensation Committee thereof),
in its discretion.
  4.3  Equity
Compensation.  In addition to the compensation set forth in
Sections 4.1 and 4.2 of this Agreement, the Employee may periodically receive
grants of stock options, restricted stock or other equity related awards from
the Company’s stock compensation plans in effect from time to time, subject to
the terms and conditions of such plans.
  4.4  Benefits.  The
Company agrees to extend to the Employee retirement benefits, deferred
compensation, reimbursement of reasonable expenditures for dues, travel and
entertainment and any other benefits the Company provides to other executives or
officers from time to time on the same terms as such benefits are provided to
such individuals.  Such benefits will include comprehensive
healthcare, dental care, life insurance, disability and other welfare benefits
that are not less favorable than the plans in force on the Effective
Date.  The following specific benefits will also be provided to the
Employee at the expense of the Company.
  (a)  Vacation.  The
Employee will be entitled to take up to two (2) weeks of paid vacation each
calendar year during the term of this Agreement, subject to proration for any
portion of a calendar year under this Agreement.  Except as otherwise
provided in this Agreement, no additional compensation will be paid for failure
to take vacation and no vacation may be carried forward from one calendar year
to another.
  (b)  Reimbursement of
Expenses.  The Company will reimburse the Employee for such
reasonable and necessary out-of-pocket business expenses as may be incurred by
him in the performance of the Employee’s duties hereunder.
  (c)  Supplemental Retirement
Plan.The Employee will be eligible to participate in the
Company’s supplemental retirement plan, if any, on terms no less favorable than
those available to other senior executives.
  (d)  Tax
Withholding.  The Company has the right to deduct from any
compensation payable to the Employee under this Agreement social security (FICA)
taxes and all Federal, state and local income taxes and charges as are required
by applicable law and regulations.
  4.5  Gross-Up
Payment.  In the event it is determined that any payment or
distribution by the Company or the Company’s subsidiaries or affiliates to or
for the benefit of the Employee (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this Section
4.5) (a “Payment”)
is subject to the excise tax imposed by Section 4999 of the Internal Revenue
Code (the “Code”) or
any interest or penalties related to such excise tax (collectively, the “Excise
Tax”), the Employee will be entitled to receive an additional payment (a
“Gross-Up
Payment”) from the Company.  The Gross-Up Payment will be equal
to the amount such that after payment by the Employee of all taxes (including
the Excise Tax, income taxes, interest and penalties imposed with respect to
such taxes) on the Gross-Up Payment, the Employee will retain an amount of the
Gross-Up Payment equal to the Excise Tax imposed on the Payment.
 -1-
 
 (a)  Determination.  Subject
to the provisions of Section 4.5(b), all determinations required to be made
under this Section 4.5 (including whether and when a Gross-Up Payment is
required, the amount of such Gross-Up Payment and the assumptions to be
utilized) will be made by a nationally recognized certified public accounting
firm designated by the Employee (the “Accounting
Firm”).  The Employee will request that the Accounting Firm
provide detailed supporting calculations both to the Company and the Employee
within fifteen (15) business days of the receipt of notice from the Employee
that there has been a Payment, or such earlier time as is reasonably requested
by the parties.  In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting a Change of
Control (as hereinafter defined), the Employee will be entitled to appoint
another nationally recognized accounting firm to make the determinations
required under this Section 4.5(a) (which accounting firm will then be referred
to as the Accounting Firm hereunder).  All fees and expenses of the
Accounting Firm will be paid by the Company.  Any Gross-Up Payment
required to be paid under this Section 4.5 will be paid by the Company to the
Employee within five (5) days of the receipt of the Accounting Firm’s
determination.  Any determination by the Accounting Firm will be
binding on the Company and the Employee.  As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm, the Gross-Up Payment made by the
Company may be less than actually required (an “Underpayment”)
consistent with the calculations required to be made hereunder.  In
the event that the Company exhausts its remedies pursuant to Section 4.5(b)
below and the Employee thereafter is required to make a payment of any Excise
Tax, the Accounting Firm will determine the amount of the Underpayment that has
occurred and any such Underpayment will be promptly paid by the Company to or
for the benefit of the Employee.
  (b)  Contest of
Claims.  The Employee will notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of a Gross-Up Payment.  Such notification will
be given as soon as practicable but no later than ten (10) business days after
the Employee is informed in writing of such claim and will apprise the Company
of the nature of such claim and the date on which such claim is requested to be
paid.  The Employee will not pay such claim prior to the expiration of
the thirty (30) day period following the date on which the Employee notifies the
Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due).  If the Company notifies the
Employee in writing prior to the expiration of such thirty (30) day period that
the Company desires to contest such claim, the Employee will:  (i)
provide to the Company any information reasonably requested by the Company
relating to such claim; (ii) take such action in connection with contesting such
claim as the Company reasonably requests in writing including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Company; (iii) cooperate with the Company in
good faith as necessary to effectively contest such claim; and (iv) permit the
Company to participate in any proceedings relating to such claim.  The
Company will bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with the contest of the claim and
agrees to indemnify and hold the Employee harmless, on an after-tax basis, for
any Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such contest (including payment of costs and
expenses as provided hereunder).  Without limitation on the foregoing
provisions, the Company will control all proceedings related to such contested
claim, may at its sole option pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may at its sole option either direct the Employee to
pay the tax claimed and sue for a refund, or contest the claim in any
permissible manner.  The Employee agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company reasonably
determines.  If the Company directs the Employee to pay a claim and
sue for a refund, the Company will be required to advance the amount of such
payment to the Employee on an interest-free basis and agrees to indemnify and
hold the Employee harmless, on an after-tax basis, from any Excise Tax or income
tax (including interest or penalties with respect thereto) imposed with respect
to such advance or with respect to any imputed income with respect to such
advance, provided that any extension of the statute of limitations relating to
payment of taxes for the taxable year of the Employee with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount.  Furthermore, the Company’s control of the contested claim
will be limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Employee will be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.
  (c)  Refunds.  If, after
the receipt by the Employee of an amount advanced by the Company pursuant to
Section 4.5(b), the Employee becomes entitled to receive any refund with respect
to such claim, the Employee will (subject to the Company’s complying with the
requirements of Section 4.5(b)) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the receipt by the Employee of an
amount advanced by the Company pursuant to Section 4.5(b), a determination is
made that the Employee will not be entitled to any refund with respect to such
claim and the Company does not notify the Employee in writing of its intent to
contest such denial of refund prior to the expiration of thirty (30) days after
such determination, then the advance will be forgiven and will not be required
to be repaid and the amount of such advance will offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.
  4.6  Compensation
Review.  The compensation of the Employee will be reviewed not
less frequently than annually by the Company or the Board (or a Compensation
Committee thereof) and shall be reviewed semi-annually (or other applicable
time) if the compensation of other executive officers of the Company is reviewed
at such frequency (or other applicable time).  The compensation of the
Employee prescribed in Section 4 of this Agreement (including benefits) may be
increased at the discretion of the Company or the Board (or a Compensation
Committee thereof), but may not be reduced without the prior written consent of
the Employee except as expressly provided herein.
  5.  Term.  In the
absence of termination as set forth in Section 6 below, this Agreement will
extend for a term commencing on the Effective Date and ending January 5, 2013
(the “Expiration
Date”), as extended from time to time.  Unless the Company
provides thirty (30) days’ prior written notice of non-extension to the Employee
before each January 4 during the term of this Agreement, the term and the
Expiration Date will be automatically extended for one (1) additional year so
that the remaining term of this Agreement will be not less than two (2) and not
more than three (3) years.
  6.  Termination.  The
Employee’s employment will continue in effect until the expiration of the term
set forth in Section 5 of this Agreement unless earlier terminated pursuant to
this Section 6.
  6.1  Termination by the
Company.  The Company will have the following rights to
terminate the Employee’s employment:
  (a)  Termination without
Cause.  The Company may terminate the Employee’s employment
without Cause at any time by the service of written notice of termination to the
Employee specifying an effective date of such termination not sooner than ten
(10) days after the date of such notice (the “Termination
Date”).  In the event the Employee is terminated without Cause
(other than in connection with a Change of Control under Section 6.3 of this
Agreement), the Employee will receive the following as termination
compensation:  (i) an amount equal to his Base Salary (as in effect on
the Termination Date) and any target Base Salary during the remaining term of
this Agreement, but in any event through the Expiration Date; provided, however,
such amount shall not be less than two (2) times the then current Base Salary;
plus (ii) the greater of any target bonus for the year of termination or the
average of the immediately preceding two years’ annual incentive bonuses
received by the Employee; plus (iii) any vacation pay accrued through the
Termination Date.  In addition, during the greater of (i) the
twenty-four month period following the Termination Date and (ii) the number
of months, including fractional months, remaining in the term of this Agreement,
the Company will continue to provide the Employee (and, as applicable, his
family) with the benefits, including but not limited to healthcare, dental, life
insurance and other benefits set forth in Section 4.4.  The payment of
such amounts shall be made, at the Employee’s option, eitherin a lump sum within ten
(10) days of the Termination Date or during the remaining term of this Agreement
in installments consistent with the Company’s normal payroll practices, but, if
on the Termination Date, the Employee is a “specified employee” as defined in
regulations under Section 409A of the Code, such payments will commence on the
first payroll payment date which is more than six months following the
Termination Date, and the first payment shall include any amounts that would
have otherwise been payable during the six-month period.
  (b)  Termination for
Cause.  The Company may terminate the Employee’s employment for
Cause.  For purposes of this Agreement, “Cause”
means any of the following:  (i) the willful and continued failure of
the Employee to perform substantially the Employee’s duties with the Company or
its subsidiaries or affiliates (other than a failure resulting from incapacity
due to physical or mental illness), after a written demand for substantial
performance is delivered to the Employee by the Board which specifically
identifies the manner in which the Board believes that the Employee has not
substantially performed the Employee’s duties; or (ii) the willful engaging by
the Employee in illegal conduct, gross misconduct or a clearly established
violation of the Company’s written policies and procedures, in each case which
is materially and demonstrably injurious to the Company.  For purposes
of this provision, an act or failure to act, on the part of the Employee, will
not be considered “willful” unless it is done, or omitted to be done, by the
Employee in bad faith or without reasonable belief that the Employee’s action or
omission was in the best interests of the Company.  Any act, or
failure to act, based on authority given pursuant to a resolution duly adopted
by the Board or based on the advice of counsel for the Company will be
conclusively presumed to be done, or omitted to be done, by the Employee in good
faith and in the best interests of the Company.  In the event the
Employee’s employment is terminated for Cause, the Company will not have any
obligation to provide any further payments or benefits to the Employee after the
effective date of such termination.  The Employee’s employment will
not be deemed to have been terminated for Cause unless a written determination
specifying the reasons for such termination is made, approved by a majority of
the independent and disinterested members of the Board and delivered to the
Employee.  Thereafter, the Employee will have the right for a period
of thirty (30) days to request a Board meeting to be held at a mutually
agreeable time and location to be attended by the members of the Board in person
within the following thirty (30) days, at which meeting the Employee and his
designated representatives will have an opportunity to be
heard.  Failing such determination and opportunity for hearing, any
termination of the Employee’s employment will be deemed to have occurred without
Cause.
  6.2  Termination by the
Employee.  The Employee may voluntarily terminate his
employment with or without Cause by the service of written notice of such
termination to the Company specifying an effective date of such termination
ninety (90) days after the date of such notice, during which time the Employee
may use remaining accrued vacation days, or at the Company’s option, be paid for
such days.  Subject to Sections 2.2 and 6.1, in the event his
employment is terminated by the Employee, neither the Company nor the Employee
will have any further obligations hereunder, except for any obligations which
expressly survive termination of employment including, without limitation, any
obligation of the Company to provide any further payments or benefits to the
Employee after the effective date of such
termination.  Notwithstanding anything in this Agreement to the
contrary, in the event the Employee provides written notice to the Company that
he is terminating his employment for Good Reason, other than in connection with
a termination upon a Change of Control (as hereinafter defined), the Employee
shall receive the termination compensation provided in Section 6.1(a) hereof
within ten (10) days of receipt by the Company of written notice of such
termination.
 -2-
 
 6.3  Termination in Connection with a
Change of Control.  The Employee will be entitled to terminate
this Agreement with or without Cause or Good Reason at anytime within two (2)
years following a Change of Control by providing written notice to the Company
(or any successor to the Company or any parent corporation of the
Company).  Within ten (10) days of the Company’s (or any successor to
the Company or any parent corporation of the Company) receipt of such notice,
the Employee shall receive a severance payment (in addition to any other rights
and other amounts payable to the Employee under Section 6.7 or under Company
plans in which the Employee is a participant) payable in a lump sum in cash an
amount equal to the sum of the following: (i) three (3) times the sum of the
Employee’s highest paid annual Base Salary plus the greater of any target bonus
for the year of termination or the highest bonus paid to the Employee during the
Employee’s employment with the Company; plus (ii) any applicable Gross-Up
Payment.  If the foregoing amount is not paid within ten (10) days
after the notice of such termination is received by the Company, the unpaid
amount will bear interest at the per annum rate of 12% per
annum.  Notwithstanding the foregoing, if at the time of such
termination the Employee is a “specified employee” as defined in regulations
under Section 409A of the Code, such payment will be made on the first day which
is more than six (6) months following the date of such
termination.  In connection with any Change of Control, the Company
shall obtain the assumption of this Agreement, without limitation or reduction,
by any successor to the Company or any parent corporation of the
Company.  In the event the Company (or any successor to the Company or
any parent corporation of the Company) terminates this Agreement, with or
without Cause, within two (2) years following a Change of Control, the Employee
shall be entitled to the severance payment set forth in this Section 6.3 on the
same terms as if the Employee elected to terminate this Agreement under this
Section 6.3.
  For the
purpose of this Agreement, a “Change of
Control” means the occurrence of any of the following
events:
  (a)  The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”)) (a “Person”),
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 40% or more of either (i) the then outstanding shares of
common stock of the Company (the “Outstanding
Company Common Stock”) or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding
Company Voting Securities”).  For purposes of this Section
6.3(a), any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company will not constitute a Change in Control.
  (b)  The
individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the
Board.  Any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company’s stockholders,
is approved by a vote of at least a majority of the directors then comprising
the Incumbent Board will be considered a member of the Incumbent Board as of the
date hereof, but any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Incumbent Board
will not be deemed a member of the Incumbent Board as of the date
hereof.
  (c)  The
consummation of a reorganization, merger, consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a “Business
Combination”), unless following such Business Combination: (i) the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which, as a result of such transaction, owns
the Company or all or substantially all of the Company’s assets either directly
or through one ore more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be; (ii) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination), directly
or indirectly, 40% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination; and (iii) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination.
  (d)  The
approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.
  6.4  Disability of the
Employee.
  (a)            The
employment of the Employee will terminate upon the Disability of the
Employee.  For purposes of this Agreement, “Disability”
means the Employee’s inability to perform his duties and responsibilities as
contemplated under this Agreement for a period of more than 120 consecutive days
due to physical, mental or emotional incapacity or impairment.  A
determination of Disability will be made by a physician acceptable to both the
Employee and the Company; provided, that if the Employee and the Company cannot
agree as to a physician, each will select a physician and the two physicians
will select a third physician, whose determination as to Disability will be
binding on the Employee and the Company.  The Employee, his legal
representative or any adult member of his immediate family will have the right
to present to the Company and such physician such information and arguments on
his behalf as the Employee or they deem appropriate, including the opinion of
his personal physician.  The Employee’s employment will not be
terminated due to Disability until the physician has delivered a written opinion
certifying such disability and a written notice of termination for Disability
has been delivered by the Company or the Employee, as the case may be, to the
other party.
  (b)  In the
event the Employee’s employment is terminated for Disability, the Company will
pay the Employee his Base Salary in effect on the date of termination and any
target Base Salary through the remaining term of this Agreement, but in any
event through the Expiration Date.  The payment of such amounts shall
be made during the remaining term of the Agreement in installments consistent
with the Company’s normal payroll practices, but, if on the termination date,
the Employee is a “specified employee” as defined in regulations under Section
409A of the Code, such payments will commence on the first payroll payment date
which is more than six months following the termination date and the first
payment shall include any amounts that would have otherwise been payable during
the six-month period.  Notwithstanding the foregoing, the amount
payable hereunder will be reduced by any benefits payable under any disability
plans provided by the Company under Section 4.4 of this Agreement.
  6.5  Death of the
Employee.  If the Employee dies during the term of this
Agreement, the Employee’s employment will terminate without compensation to the
Employee’s estate, except:  (a) the obligation to continue the Base
Salary payments under Section 4.1 of this Agreement and any target Base Salary
payments for twelve (12) months after the effective date of such termination;
and (b) the benefits described in Section 4.4 of this Agreement accrued through
the effective date of such termination.
  6.6  Effect of
Termination.  The termination of the Employee’s employment will
terminate all obligations of the Employee to render services on behalf of the
Company.  The Employee will maintain the confidentiality of all
information acquired by the Employee during the term of his employment in
accordance with Section 7 of this Agreement.  In the event of the
Employee’s termination of employment, and in addition to any other payments or
benefits owed to the Employee under this Section 6, the Company will pay
the Employee, his estate or his representative, as the case may be, any accrued
but unpaid salary, bonuses, expenses or benefits as of the date of
termination.  Except as provided in the previous sentence, no accrued
bonus, severance pay or other form of compensation will be payable by the
Company to the Employee by reason of the termination of his
employment.  In the event that payments are required to be made by the
Company under this Section 6, the Employee will not be required to seek other
employment as a means of mitigating the Company’s obligations hereunder
resulting from termination of the Employee’s employment and the Company’s
obligations hereunder (including payment of severance benefits) will not be
terminated, reduced or modified as a result of the Employee’s earnings from
other employment or self-employment.  All keys, entry cards, credit
cards, files, records, financial information, furniture, furnishings, equipment,
supplies and other items relating to the Company will remain the property of the
Company.  All such personal items will be removed from such offices no
later than ten (10) days after the effective date of termination, and the
Company is hereby authorized to discard any items remaining and to reassign the
Employee’s office space after such date.  Prior to the effective date
of termination, the Employee will cooperate with the Company to provide for the
orderly termination of the Employee’s employment.
  6.7  Equity Compensation
Provisions.  Notwithstanding any provision to the contrary in
any option agreement, restricted stock agreement, plan or other agreement
relating to equity based compensation, in the event of a termination by the
Employee for Good Reason under Section 6.2, termination by the Company under
Section 6.1(a) (which includes any constructive termination by the Company for
Good Reason), or upon a Change of Control: (a) all units, stock options,
incentive stock options, performance shares, stock appreciation rights and
restricted stock held by the Employee immediately prior to such termination will
immediately become 100% vested; and (b) the Employee’s right to exercise any
previously unexercised options will not terminate until the latest date on which
such option would expire but for the Employee’s termination of
employment.  To the extent the Company is unable to provide for one or
both of the foregoing rights, the Company will provide, in lieu thereof, a
lump-sum cash payment equal to the difference between the total value of such
units, stock options, incentive stock options, performance shares, stock
appreciation rights and shares of restricted stock (the “Equity
Compensation Rights”) with the foregoing rights as of the date of the
Employee’s termination of employment or Change of Control (as applicable) and
the total value of the Equity Compensation Rights without the foregoing rights
as of the date of the Employee’s termination of employment or Change of
Control.  The foregoing amounts will be determined by the Board in
good faith based on a valuation performed by an independent consultant selected
by the Board and the cash payment, if any, will be paid in a lump sum in the
case of a termination under Section 6.1(a), at the same time as the first
severance payment is otherwise due under such Section, in the case of a
termination by the Employee for Good Reason under Section 6.2, at the same time
as the first severance payment is otherwise due under such Section, and in the
case of a Change of Control, within ten (10) days of such Change of
Control.
 -3-
 
 6.8  Payment in Lieu of
Benefits.  In the event that the Employee and/or his family is
entitled to benefits, such as healthcare, under this Section 6, to the extent
that the Company’s plans, programs and arrangements do not permit a continuation
of the Employee’s and/or his family’s participation in a benefit plan, program
or arrangement following his termination of employment, the Company will pay the
Employee (and/or his family), no less frequently than quarterly in advance an
amount which, after all taxes on such amount, is sufficient for him and/or his
family to purchase equivalent benefits.
  6.9  Release.  As a
condition of receiving any amounts pursuant to Section 6, or of accelerated
vesting of any equity-based or cash-based award in connection with the
termination of the Employee’s employment, the Employee agrees to execute a
release of claims that he has or may have against the Company relating to, or
arising out of his employment (including the termination of such employment)
with the Company; provided, however, the Employee will not release:
  (a)  claims
that the Employee may have against the Company for reimbursement of ordinary and
necessary business expenses incurred by him during the course of his
employment;
  (b)  claims
that arise after the effective date of such release;
  (c)  any
rights the Employee may have to enforce this Agreement;
  (d)  any
rights or entitlements that the Employee has under any applicable plan, policy,
program, or arrangement of, or other agreement with, the Company;
and
  (e)  claims
for which the Employee is entitled to be indemnified under the Company’s
Certificate of Incorporation or Bylaws or under applicable law or pursuant to
the Company’s directors’ and officers’ liability or other insurance
policies.
  7.  Confidentiality.  The
Employee recognizes that the nature of the Employee’s services are such that the
Employee will have access to information that constitutes trade secrets, is of a
confidential nature, is of great value to the Company or is the foundation on
which the business of the Company is predicated (“Confidential
Information”).  The Employee agrees not to disclose to any
person other than the Company’s employees or the Company’s legal counsel or
other parties authorized by the Company to receive confidential information nor
use for any purpose, other than the performance of this Agreement, any
Confidential Information.  Confidential Information includes data or
material (regardless of form) which is:  (a) a trade secret; (b)
provided, disclosed or delivered to the Employee by the Company, any officer,
director, employee, agent, attorney, accountant, consultant or other person or
entity employee by the Company in any capacity, any customer, borrower or
business associate of the Company or any public authority having jurisdiction
over the Company of any business activity conducted by the Company; or (c)
produced, developed, obtained or prepared by or on behalf of the Employee or the
Company (whether or not such information was developed in the performance of
this Agreement) with respect to the Company or any assets, business activities,
officers, directors, employees, borrowers or customers of the
foregoing.  However, Confidential Information will not include any
information, data or material which at the time of disclosure or use was
generally available to the public other than by a breach of this Agreement, was
available to the party to whom disclosed on a non-confidential basis by
disclosure or access provided by the Company or a third party, or was otherwise
developed or obtained independently by the person to whom disclosed without a
breach of this Agreement.  On request by the Company, the Company will
be entitled to a copy of any Confidential Information in the possession of the
Employee.  The provisions of this Section 7 will survive the
termination, expiration or cancellation of the Employee’s employment for a
period of one (1) year after the date of termination.  The Employee
will deliver to the Company all originals and copies of the documents or
materials containing Confidential Information.  For purposes of
Sections 7, 8 and 9 of this Agreement, the Company expressly includes any of the
Company’s subsidiaries or affiliates.
  8.  Non-competition.  During
the period of the Employee’s employment and for a period ending six (6) months
after the Employee’s termination of employment for any reason other than
pursuant to Section 6.1(a) or 6.3, (a) the Employee will not solicit, induce,
entice or attempt to entice any employee, contractor, customer, vendor or
subcontractor to terminate or breach any relationship with the Company or the
Company’s subsidiaries or affiliates for the Employee’s own account or for the
benefit of another party; and (b) the Employee will not circumvent or attempt to
circumvent the foregoing agreements in clause (a) by any future arrangement or
through the actions of a third party.  The foregoing will not prohibit
the activities which are expressly permitted by Section 3 of this
Agreement.
  9.  Proprietary
Matters.  The Employee expressly understands and agrees that
any and all improvements, inventions, discoveries, processes or know-how that
are generated or conceived by the Employee during the term of this Agreement,
whether generated or conceived during the Employee’s regular working hours or
otherwise, will be the sole and exclusive property of the
Company.  Whenever requested by the Company (either during the term of
this Agreement or thereafter), the Employee will assign or execute any and all
applications, assignments and/or other instruments and do all things which the
Company deems necessary or appropriate in order to permit the Company to: (a)
assign and convey or otherwise make available to the Company the sole and
exclusive right, title and interest in and to said improvements, inventions,
discoveries, processes, know-how, applications, patents, copyrights, trade names
or trademarks; or (b) apply for, obtain, maintain, enforce and defend patents,
copyrights, trade names or trademarks of the United States or of foreign
countries for said improvements, inventions, discoveries, processes or
know-how.  However, the improvements, inventions, discoveries,
processes or know-how generated or conceived by the Employee and referred to
above (except as they may be included in the patents, copyrights or registered
trade names or trademarks of the Company, or corporations, partnerships or other
entities which may be affiliated with the Company) will not be exclusive
property of the Company at any time after having been disclosed or revealed or
have otherwise become available to the public or to a third party on a
non-confidential basis other than by a breach of this Agreement, or after they
have been independently developed or discussed without a breach of this
Agreement by a third party who has no obligation to the Company.
  10.  Arbitration.  The
parties will attempt to promptly resolve any dispute or controversy arising out
of our relating to this Agreement or termination of the Employee by the
Company.  Any negotiations pursuant to this Section 10 are
confidential and will be treated as compromise and settlement negotiations for
all purposes.  If the parties are unable to reach a settlement
amicably, the dispute will be submitted to binding arbitration before a single
arbitrator in accordance with the Employment Dispute Resolution Rules of the
American Arbitration Association.  The arbitrator will be instructed
and empowered to take reasonable steps to expedite the arbitration and the
arbitrator’s judgment will be final and binding upon the parties subject solely
to challenge on the grounds of fraud or gross misconduct.  Except for
damages arising out of a breach of Sections 6, 7, 8 or 9 of this Agreement, the
arbitrator is not empowered to award total damages (including compensatory
damages) that exceed 300% of compensatory damages and each party hereby
irrevocably waives any damages in excess of that amount.  The
arbitration will be held in Oklahoma County, Oklahoma.  Judgment upon
any verdict in arbitration may be entered in any court of competent jurisdiction
and the parties hereby consent to the jurisdiction of, and proper venue in, the
federal and state courts located in Oklahoma County, Oklahoma.  The
Company will pay the costs and expenses of the arbitration including, without
implied limitation, the fees for the arbitrators.  Unless otherwise
expressly set forth in this Agreement, the procedures specified in this Section
10 will be the sole and exclusive procedures for the resolution of disputes and
controversies between the parties arising out of or relating to this
Agreement.  Notwithstanding the foregoing, a party may seek a
preliminary injunction or other provisional judicial relief if in such party’s
judgment such action is necessary to avoid irreparable damage or to preserve the
status quo.
  11.  Miscellaneous.  The
parties further agree as follows:
  11.1  Time.  Time is of
the essence of each provision of this Agreement.
  11.2  Notices.  Any
notice, payments, demand or communication required or permitted to be given by
any provision of this Agreement will be in writing and will be deemed to have
been given when received by personal delivery, by facsimile, by overnight
courier, or be certified mail, postage and charges prepaid, directed to the
following address or to such other additional addresses as any party might
designate by written notice to the other party:
  To the
Company:
 
 Bronco Drilling
Company, Inc.
 16217 N. May
Avenue
 Edmond, OK
73013
 Attn: Chief Executive
Officer
  To the Employee:
  The Employee’s home address most
recently on file with the Company.
  11.3  Assignment.  Neither
this Agreement nor any of the parties’ rights or obligations hereunder can be
transferred or assigned without the prior written consent of the other parties
to this Agreement.
  11.4  Construction.  If
any provision of this Agreement or the application thereof to any person or
circumstances is determined, to any extent, to be invalid or unenforceable, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which the same is held invalid or
unenforceable, will not be affected thereby, and each term and provision of this
Agreement will be valid and enforceable to the fullest extent permitted by
law.  This Agreement is intended to be interpreted, construed and
enforced in accordance with the laws of the State of Oklahoma.
  11.5  Entire
Agreement.  Except as provided in Section 2.3 of this
Agreement, this Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter herein contained, and no modification
hereof will be effective unless made by a supplemental written agreement
executed by all of the parties hereto.
 -4-
 
 11.6  Binding
Effect.  This Agreement will be binding on the parties and
their respective successors, legal representatives and permitted
assigns.  In the event of a merger, consolidation, combination,
dissolution or liquidation of the Company, the performance of this Agreement
will be assumed by any entity which succeeds to or is transferred the business
of the Company as a result thereof.
 
 11.7  Attorneys’ Fees.  If
any party institutes an action, proceeding or arbitration against any other
party relating to the provisions of this Agreement or any default hereunder, the
Company will be responsible for paying the Company’s legal fees and expenses and
the Company will be required to reimburse the Employee for reasonable expenses
and legal fees incurred by the Employee in connection with the resolution of
such action or proceeding, including any costs of appeal.
 
 11.8  Superseding
Agreement.  This Agreement is the final, complete and exclusive
expression of the agreement between the Company and the Employee and supersedes
and replaces in all respects any prior oral or written employment agreements,
including, but not limited to the Existing Agreement.  On execution of
this Agreement by the Company and the Employee, the relationship between the
Company and the Employee after the effective date of this Agreement will be
governed by the terms of this Agreement and not by any other agreements, oral or
otherwise.
  11.9  Non-Contravention.  The
Employee represents and warrants to the Company that the execution and
performance of this Agreement will not violate, constitute a default under, or
otherwise give rights to any third party, pursuant to the terms of any agreement
to which the Employee is a party.
  11.10  Compliance with Section 409A of the
Code.  This Agreement is intended to comply with Section 409A
of the Code and shall be construed and interpreted in accordance with such
intent.  To the extent any benefit paid under this Agreement shall be
subject to Section 409A of the Code, such benefit shall be paid in a manner that
will comply with Section 409A, including any IRS 409A Guidance.  Any
provision of this Agreement that would cause the payment of any benefit to fail
to satisfy Section 409A of the Code shall have no force and effect until amended
to comply with Section 409A (which amendment may be retroactive to the extent
permitted by the IRS 409A Guidance.
  [SIGNATURES
ON FOLLOWING PAGE]
   -5-
  IN
WITNESS WHEREOF, the undersigned have executed this Agreement effective the date
first above written.
  THE
COMPANY:
 
 BRONCO
DRILLING COMPANY, INC.
 
 
 By:/s/ MARK
DUBBERSTEIN
 Mark
Dubberstein
 President
 
 
 
 THE
EMPLOYEE:
 /s/ MATT PORTER
 Matt
Porter
  -6-