exv10w2



 






Exhibit 10.2


TERMINATION OF

SPLIT DOLLAR LIFE INSURANCE AGREEMENT




          THIS
AGREEMENT (the “Agreement”) dated this
12th day of April, 2006 (the “Effective Date”) by
and among PARKER DRILLING COMPANY (the “Company”), ROBERT L. PARKER (the “Employee”) and ROBERT L.
PARKER, SR. AND CATHERINE M. PARKER FAMILY TRUST UNDER INDENTURE DATED THE 23RD DAY OF JULY, 1993
(the “Trust”).




          WHEREAS, the Company, Employee and Trust entered into a certain Split Dollar Life Insurance
Agreement dated the 21st day of February, 1995 and a certain Amendment to and Restatement of Split
Dollar Life Insurance Agreement on the 19th day of April, 2000 (collectively, the “Split Dollar
Agreement”);




          WHEREAS, the Company has, pursuant to the Split Dollar Agreement, advanced funds to the Trust
and the Trust has used such funds to pay life insurance premiums on certain insurance policies
owned by the Trust; and




          WHEREAS, the Company, Employee and Trust desire to terminate the Split Dollar Agreement and
cause the Trust to repay the amounts owed by it to the Company and settle any and all claims the
parties may have against one another with respect to the Split Dollar Agreement.




          NOW, THEREFORE, the Company, Employee and Trust, in consideration of the mutual promises and
agreements set forth herein, the sufficiency of which is hereby acknowledged by all of the parties
hereto, agree as follows:





	 	1.	 	Termination of Split Dollar Agreement. Upon execution hereof and the
payment to be made by the Trust to the Company set forth herein, the Split Dollar
Agreement shall terminate.
	 
	 	2.	 	Payment by Trust. In consideration of the termination provided for
herein, the Trust agrees to pay the Company the total sum of Two Million Four Hundred
Fifty Two Thousand Seven Hundred Seventy Four and 74/100 Dollars ($2,452,774.74), such
payment to be made by the payment of (i) One Million Eight Hundred Twenty One Thousand
Six Hundred and No/100 Dollars ($1,821,600.00) upon execution of this Agreement and
(ii) Six Hundred Thirty One Thousand One Hundred Seventy Four and 74/100 Dollars
($631,174.74) on or before April 14, 2006. Payments shall be made by delivery of a
Cashier’s Check or by wire transfer to such account specified by the Company, in
writing, to the Trust.
	 
	 	3.	 	Release of Collateral Assignment. Upon the second payment by the Trust
on or before April 14, 2006, as set forth in paragraph 2(ii) above, the Company agrees
to release its collateral assignment of any and all insurance policies owned by the




 









 






	 	 	 	Trust and execute such documentation reasonably requested by the Trust to evidence
such release. By accepting the payment to be made hereunder and by its release of
its collateral assignment, the Company acknowledges that no further amounts are owed
to the Company by the Trust pursuant to the Split Dollar Agreement.
	 
	 	4.	 	Mutual Release. Subject to the performance of their respective
obligations hereunder and except for the respective rights and obligations of the
parties in the Pending Lawsuit described herein, the Company, Employee and Trust, and
their respective officers, directors, managers, employees, affiliates, subsidiaries,
representatives, beneficiaries, heirs and assigns, hereby release and forever discharge
one another from any and all claims, demands, damages, actions, causes of action, suit,
suits, debts, sums of money, accounts, covenants, contracts, controversies, agreements,
promises, including interest, costs and attorney’s fees, of any kind or nature,
whatsoever, in law or in equity that have or may have occurred as a result of or in
connection with the Split Dollar Agreement.
	 
	 	5.	 	Pending Lawsuit. The Company and the Trust as Plaintiffs have initiated
the filing of a lawsuit requesting damages against Security Life of Denver Ins. Co.,
ING America Equities, Inc., Multi-Financial Securities Corp., Charles Bigbie and Joe
Jordan, as Defendants, in the District Court in and for Tulsa County, State of
Oklahoma, Case No: CJ 2006-1616 (the “Pending Lawsuit”). The prosecution of the Pending
Lawsuit will survive the termination of the Split Dollar Agreement; therefore, the
Trust and the Company agree as follows:






	 	a.	 	All expenses incurred to prosecute the Pending Lawsuit pursuant
to that Contingent Fee Letter Agreement between the Company, Trust and George
A. Barton, P.C. will be paid by the Company as they become due.
	 
	 	b.	 	The Company and the Trust each agree that they will endeavor to
use their reasonable best efforts to provide such assistance to George A.
Barton, P.C. necessary to allow it to prosecute the Pending Lawsuit.
	 
	 	c.	 	Any monetary award to the Company and/or the Trust shall be
allocated to the Company and the Trust as follows:






	 	i.	 	First, to reimburse the Company for the advance
of any expenses pursuant to (a) above plus interest at the rate of
seven percent (7%) per annum. In the event the monetary award is not
sufficient to reimburse the Company as provided herein, the Trust will
have no obligation to pay the Company any portion of such amounts not
reimbursed.
	 
	 	ii.	 	The amount remaining, if any, after the payment
pursuant to (i) above, shall be split equally between the Trust and the
Company.




 









 












	 	d.	 	The Company shall have the right to terminate its participation
in the Pending Lawsuit at any time. The Company shall have no further
obligations under this Paragraph 5 as of the date of its termination of
participation. The Company’s interest in a monetary award shall be limited to a
reimbursement of expenses as described in Paragraph 5(c)(i) above incurred as
of the date of its termination of participation.






	 	6.	 	Choice of Law: Severability. This Agreement shall be governed,
interpreted, construed and enforced pursuant to the laws of the State of Oklahoma,
regardless of that State’s choice of law rules. It is the desire of the parties hereto
that this Agreement be enforced to the maximum extent permitted by law, and should any
provisions contained herein be held unenforceable by a court of competent jurisdiction
or arbitrator (pursuant to Paragraph 8), the parties hereby agree and consent that such
provision shall be reformed to create a valid and enforceable provision to the maximum
extent permitted by law; provided, however, if such provision cannot be reformed, it
shall be deemed ineffective and deleted herefrom without affecting any other provision
of this Agreement. This Agreement should be construed by limiting and reducing it only
to the minimum extent necessary to be enforceable under then applicable law.
	 
	 	7.	 	Title and Headings: Construction. Titles and headings to Paragraphs
hereof are for the purpose of reference only and shall in no way limit, define or
otherwise affect the provisions hereof.
	 
	 	8.	 	Arbitration. Any dispute or other controversy (hereafter a “Dispute”)
arising under or in connection with this Agreement, whether in contract, in tort,
statutory or otherwise, shall be finally and solely resolved by binding arbitration in
Tulsa County, Oklahoma, administered by the American Arbitration Association (the
“AAA”) in accordance with the rules of the AAA applicable to the resolution of
employment disputes, this Paragraph 8 and, to the maximum extent applicable, the
Federal Arbitration Act. Such arbitration shall be conducted by a single arbitrator
(the “Arbitrator”). If the parties cannot agree on the choice of an Arbitrator within
30 days after the Dispute has been filed by any party with the AAA, then the Arbitrator
shall be selected pursuant to the applicable rules of the AAA. The Arbitrator may
proceed to an award notwithstanding the failure of any party to participate in such
proceedings. The costs of the arbitration shall be borne equally by the parties unless
otherwise determined by the Arbitrator in his discretion.
	 
	 	 	 	To the maximum extent practicable, an arbitration proceeding hereunder shall be
concluded within 180 days of the filing of the Dispute with the AAA. The Arbitrator
shall be empowered to impose sanctions and to take such other actions as the
Arbitrator deems necessary to the same extent a judge could impose sanctions or take
such other actions pursuant to the Federal Rules of Civil Procedure and applicable
law. Each party agrees to keep all Disputes and




 









 






	 	 	 	arbitration proceedings strictly confidential except for disclosure of information
required by applicable law which cannot be waived.
	 
	 	 	 	The award of the Arbitrator shall be (a) the sole and exclusive remedy of the
parties, and (b) final and binding on the parties hereto except for any appeals
provided by the Federal Arbitration Act. Only the district courts of Oklahoma shall
have jurisdiction to enter a judgment upon any award rendered by the Arbitrator, and
the parties hereby consent to the personal jurisdiction of such courts and waive any
objection that such form is inconvenient. This Paragraph 8 shall not preclude the
parties at any time from agreeing to pursue non-binding mediation of the Dispute
prior to arbitration hereunder.
	 
	 	9.	 	Entire Agreement: Amendment and Termination. This Agreement contains
the entire agreement of the parties with respect to the termination of the Split Dollar
Agreement between the Company, Employee and Trust. This Agreement may be amended,
waived or terminated only by a written instrument that is identified as an amendment or
termination hereto and that is executed by all parties hereto.
	 
	 	10.	 	Survival of Certain Provisions. Wherever appropriate to the nature of
the term and intention of the parties, the respective rights and obligations of the
parties hereunder shall survive any termination or expiration of this Agreement.
	 
	 	11.	 	No Waiver of Breach. No waiver by any party hereto of a breach of any
provision of this Agreement by another party, or of compliance with any condition or
provision of this Agreement to be performed by such other party, will operate or be
construed as a waiver of any subsequent breach by such other party of any similar or
dissimilar provision or condition at the same or subsequent time. The failure of a
party hereto to take any action by reason of any breach will not deprive such party of
the right to take action at any time while such breach continues.
	 
	 	12.	 	Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Company, Employee and the Trust, and their respective officers,
directors, managers, employees, affiliates, subsidiaries, representatives,
beneficiaries, heirs and assigns.
	 
	 	13.	 	Notices. Notices provided for in this Agreement shall be in writing and
shall be deemed to have been duly received (a) when delivered in person, (b) on the
first business day after it is sent by air express overnight courier service, or (c) on
the third business day following deposit in the United States mail, registered or
certified mail, return receipt requested, postage prepaid and addressed, to the
following address, as applicable:




 









 












	 	a.	 	If to the Company, addressed to:




Parker Drilling Company

Attn: Secretary

1401 Enclave Parkway Suite 600

Houston, TX 77077





	 	b.	 	If to the Trust, addressed to:




Thomas M. Junk, Trustee

Robert L. Parker, Sr. and

Catherine M. Parker Family Trust

2021 South Lewis, Suite 600

Tulsa, Oklahoma 74104;





	 	c.	 	If to Employee:




Robert L. Parker, Sr.

2021 South Lewis, Suite 600

Tulsa, Oklahoma 74104





or to such other address as either party may have furnished to the other parties in
writing in accordance with this Paragraph 13.




	 	14.	 	Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but
all such counterparts shall together constitute one and the same instrument.





          IN WITNESS WHEREOF, the Company, Employee, and Trust have executed this Agreement, to be
effective as of the Effective Date.




	 	 	 	 	 	 	 	 	 
	Parker Drilling Company:	 	Robert L. Parker	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ David C. Mannon
	 	/s/ Robert L. Parker 	 	 
	 	 	 	 	 	 	 
	David C. Mannon, Senior Vice
President and Chief Operating
Officer	 	 	 	 	 	 
	 	 	 	 	Robert L. Parker, Sr. and Catherine
M. Parker Family Trust, dated July 23, 1993:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Thomas M. Junk	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	Thomas M. Junk, Trustee