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STOCK OPTION AWARD AGREEMENT




Exhibit 10(m)




Under the Parker Drilling Company

Third Amended and Restated 1997 Stock Plan




     THIS STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made and entered into as of [date] by
and between Parker Drilling Company, a Delaware corporation (“Parker”), and the below named
individual (“Participant”).



R E C I T A L S




     WHEREAS, as an inducement to Participant to accept a position with the Company and to remain
in a position to contribute to the growth, management and success of the business of the Company
and its subsidiaries, it is agreed between the Company and Participant as follows:



     1. Defined Terms. As used herein, the following terms shall have the following
meanings:




	 	(a)  	“Compensation Committee” shall mean the Compensation
Committee of the Board which shall be composed of at least two non-employee
directors as determined by the Board.
	 
	 	(b)  	“Plan” shall mean the Parker Drilling Company 1997 Stock
Plan, including any amendments thereto.
	 
	 	(c)  	“Participant” shall mean [name].
	 
	 	(d)  	“Prospectus” shall mean the prospectus describing the terms
and conditions of the Plan, as amended.
	 
	 	(e)  	“Option Shares” shall mean [no.] shares of the Common Stock
of the Company, par value 16-2/3 cents per share.
	 
	 	(f)  	“Expiration Date” shall mean [date].
	 
	 	(g)  	“Board” shall mean the Board of Directors of Parker.





     Any other capitalized terms used herein shall be defined in accordance with the definitions in
the Plan.



     2. Option Grant. The Company hereby grants to Participant, subject to the terms
hereof and the terms of the Plan, the right and option to purchase all or any part of the Option
Shares on or before the Expiration Date (the “Option”); provided, however, that the Option
shall vest and become exerciseable in the following manner: [insert



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vesting date or dates]. No exercise as to a portion of the Option Shares shall preclude a later
exercise or exercises as to additional portions. The exercise of the option is subject to listing
of the underlying shares on the New York Stock Exchange. Further, the Option shall be exercisable
upon vesting only (a) as provided in paragraph 3(b) hereof, (b) during such time as Participant
remains an employee of the Company, and for 90 days after termination of employment, except as
provided in (c) and (d) below, (c) in the event of disability (for purposes of this Agreement,
Participant shall be considered disabled if he/she is unable to engage in substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a continuous period
of not less than 12 months) during employment, until the earlier of the Expiration Date or one year
after commencement of Participant’s disability, (d) in the event of death during employment, until
the earlier of the Expiration Date or one year after Participant’s death, or (e) as otherwise
provided in the Plan.




     3. Terms and Conditions of the Option. The Option shall be subject to the following
terms and conditions:




     (a) Option Price. The price to be paid for each of the Option Shares with respect
to which the Option is exercised, shall be [$] (the “Option Price”).




     (b) Exercise of Option. The option to purchase the Option Shares shall be
exercisable as specified herein and in the Plan. Payment of the Option Price for the number of
 shares as to which the option is being exercised may be paid (i) in cash, (ii) in shares of
Common Stock held by the Participant having an aggregate Fair Market Value, as determined as of
the close of business on the day on which such Option is exercised, equal to the Option Price,
(iii) by delivery of irrevocable instructions to a broker to promptly deliver to the Company
the amount of sale proceeds necessary to pay for all Common Stock acquired through such
exercise and any tax withholding obligations resulting from such exercise, (iv) if permitted by
the Board or Compensation Committee, by the withholding by the Company, pursuant to a written
election delivered by the Participant to the Administrator of the Plan on or prior to the date
of exercise, from the shares of Common Stock issuable upon any exercise of the Option that
number of shares having a Fair Market Value as of the close of business on the day prior to the
day on which such Option is exercised equal to such Option Price, (v) if permitted by the Board
or Compensation Committee, by constructive delivery of shares of Common Stock held by the
Participant having an aggregate Fair Market Value, as determined as of the close of business on
the day of exercise, equal to the Option Price effected through providing the Company with a
notarized statement on or before the day of exercise attesting to the number of shares owned by
the Participant that will serve as the Option Price payment shares, or (vi) by a combination
of such methods. The option shall not be exercisable with respect to fractions of a share.
Notwithstanding the foregoing, the Option shall not be exerciseable to the extent and in any
manner that the Company determines would violate applicable state or Federal securities laws or
the rules and regulations of the



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New York Stock Exchange. In making any determination hereunder, the Company may rely upon the
opinion of counsel for the Company.




     (c) Notice of Exercise. Each exercise of the Option shall be by written notice to
the Company. Each such notice shall state the number of Option Shares with respect to which
the Option is being exercised and shall specify a date, not less than five nor more than ten
days after the date of such notice, as the date on which the shares will be delivered and
payment made therefor at the principal offices of the Company. If any law or regulation
requires the Company to take any action with respect to the shares specified in such notice,
then the date for delivery of such shares against payment therefor shall be extended for the
period necessary to take such action. In the event of any failure to pay for the number of
 shares specified in such notice on the date set forth therein, subject to such date being
extended as provided above, the Option shall terminate with respect to such number of shares,
but shall continue with respect to the remaining shares covered by this Agreement and not yet
acquired by exercise of the Option or any portion thereof.




     (d) Investment Representation. If shares of stock issued pursuant to exercise of
the Option have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), Participant agrees to represent and warrant in writing at the time of any
exercise of the Option or any portion thereof that the Option Shares are being purchased only
for investment and without any present intention to sell or distribute such shares, and further
agrees that shares so acquired may be appropriately legended and will be sold or transferred
only in accordance with the rules and regulations of the Securities and Exchange Commission
(the “SEC”) or any applicable law, regulation, or rule of any governmental agency.




     (e) Taxes. Participant shall pay all original issue or transfer taxes and all
other fees and expenses incident to the issue, transfer, or delivery of Option Shares.




     (f) Nonassignability. Except as specifically authorized by the Board or the
Compensation Committee, the Option shall be exercisable during Participant’s lifetime only by
Participant, and shall not be assigned, transferred, pledged, hypothecated, sold or otherwise
disposed of, in whole or in part, voluntarily or involuntarily, any such assignment, transfer,
pledge, hypothecation, sale or other disposition being void and of no effect; provided,
however, that the Option shall be transferable by will or the laws of descent and distribution
and pursuant to a domestic relations order.




     (g) No Rights Until Issue. No right to vote or receive dividends or any other
rights as a stockholder of the Company shall exist with respect to the Option Shares,
notwithstanding the exercise of the Option, until the underlying shares have been duly listed
on the New York Stock Exchange and the issuance to the Participant of a stock certificate or
certificates representing such shares.



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     (h) Anti-dilution. In the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate structure or
capitalization of the Company, the number of Option Shares and the Option Price shall be
subject to appropriate adjustments as described in the Plan.



     4. Cancellation or Reduction. The Board may elect to cancel the Option or reduce the
number of Option Shares at any time prior to the exercise of the Option, as described in the Plan.



     5. The Plan. Participant acknowledges receipt of a copy of the Prospectus and the
Plan and represents that he is familiar with the terms and provisions thereof and hereby accepts
the Option subject to all the terms and provisions of the Plan. The Option is also subject to, and,
by accepting and executing this Agreement, Participant agrees to be bound by, all of the terms,
provisions, limitations and conditions of the Plan.



     6. Relationship. Nothing in the Plan or in this Agreement shall confer upon
Participant any right to continued relationship as an employee of the Company or interfere in any
way with the right of the Company to terminate Participant’s relationship at any time.



     7. Binding Agreement. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors, administrators, trustees,
successors and assigns.



EXECUTED as of the day and year first above written.




	 	 	 
	Parker Drilling Company

	 	Participant






	 	 	 
	By:                                                                                 

	 	                                                                                
	Name:

	 	[name]
	Title:
	 	 







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