exv10wl



 






Exhibit 10(l)




RESTRICTED STOCK AWARD AGREEMENT




[date]




«First_Name» «Middle»«Last_Name»

«Address_Line_1»

«City», «State» «ZIP_Code»



«Nickname»:




     1. Restricted Stock Award. Parker Drilling Company, a Delaware corporation (the “Company”),
hereby grants to you an aggregate of «Stock_Grant» shares of Common Stock, par value $0.16 2/3 per
share, of the Company (the “Restricted Shares”). This award is subject to your acceptance of and
agreement to all of the applicable terms, conditions, and restrictions described in the Company’s
1991 Stock Grant Plan, as amended (the “Plan”), a copy of which is on file with, and may be
obtained from, the Corporate Secretary of the Company, and to your acceptance of and agreement to
the further terms, conditions, and restrictions described in this Restricted Stock Award Agreement
(this “Award Agreement”). To the extent that any provision of this Award Agreement conflicts with
the expressly applicable terms of the Plan, it is hereby acknowledged and agreed that those terms
of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement
shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.



     2. Possession of Certificates. The Company shall issue a certificate or certificates for the
Restricted Shares in your name and shall retain the certificate(s) for the period during which the
restrictions described in Section 4(b) are in effect. You shall execute and deliver to the Company
a stock power or stock powers in blank for the Restricted Shares. You hereby agree that the
Company shall hold the certificate(s) for the Restricted Shares and the related stock power(s)
pursuant to the terms of this Award Agreement until such time as the restrictions described in
Section 4(b) lapse as described in Section 5 or the Restricted Shares are canceled pursuant to the
terms of Section 4(b).



     3. Ownership of Restricted Shares. You shall be entitled to all the rights of absolute
ownership of the Restricted Shares, including the right to vote such shares and to receive
dividends from such shares if, as, and when declared by the Company’s Board of Directors, subject,
however, to the terms, conditions, and restrictions described in the Plan and in this Award
Agreement.



     4. Restrictions.



     (a) Your ownership of the Restricted Shares shall be subject to the restrictions set forth in
subsection (b) of this Section until such restrictions lapse pursuant to the terms of Section 5, at
which time the Restricted Shares shall no longer be subject to the applicable restrictions.



 









 





     (b) The restrictions referred to in subsection (a) of this Section are as follows:




     (1) At the time of your “Termination of Employment” (as defined in Section
10(b)), other than a Termination of Employment that occurs as a result of an event
described in Section 5(b)(1), you shall forfeit the Restricted Shares to the Company
and all of your rights thereto shall terminate without any payment of consideration
by the Company. If you forfeit any Restricted Shares and your interest therein
terminates pursuant to this paragraph, such Restricted Shares shall be canceled.




     (2) You may not sell, assign, transfer, pledge, hypothecate, or otherwise
dispose of the Restricted Shares.



     5. Lapse of Restrictions.



     (a) The restrictions described in Section 4(b) shall lapse:




     [insert vesting period]



Following the lapse of such restrictions as described above with respect to any Restricted
Shares, such Restricted Shares shall no longer be subject to the restrictions described in Section
4(b).




     (b) Notwithstanding the provisions of subsection (a) of this Section, the restrictions
described in Section 4(b) shall lapse with respect to the Restricted Shares at the time of the
occurrence of any of the following events:




     (1) Your death or “Disability” (as defined in Section 10(c)); or




     (2) A “Change of Control” (as defined in the Plan) of the Company.



Notwithstanding anything in this Award Agreement to the contrary, the Compensation Committee of the
Company reserves the right to waive restrictions with respect to all the Restricted Shares upon a
termination of employment other than a “Termination for Cause” as defined in Section 10(a).




     6. Agreement With Respect to Taxes. You agree that (a) you will pay to the Company or a
Subsidiary, as the case may be, or make arrangements satisfactory to the Company or such Subsidiary
regarding the payment of any foreign, federal, state, or local taxes of any kind required by law
to be withheld by the Company or any of its Subsidiaries with respect to the Restricted Shares
(which withholding obligations may be satisfied by the Company’s withholding of stock that is
subject to this Award Agreement upon your specific authorization or by your transfer of other
shares of stock to the Company) and (b) the Company or any of its Subsidiaries shall, to the extent
permitted by law, have the right to deduct from any payments of any kind otherwise due to you any
foreign, federal, state, or local taxes of any kind required by law to be withheld with respect to
the Restricted Shares.



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     7. Adjustment of Shares. The number of Restricted Shares subject to this Award Agreement
shall be adjusted as provided in Section 11 of the Plan. Any shares or other securities received
by you as a stock dividend on, or as a result of stock splits, combinations, exchanges of shares,
reorganizations, mergers, consolidations or otherwise with respect to the Restricted Shares shall
have the same terms, conditions and restrictions and bear the same legend as the Restricted Shares.



     8. Agreement With Respect to Securities Matters. You agree that you will not sell or
otherwise transfer any Restricted Shares except pursuant to an effective registration statement
under the U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption from such
registration.



     9. Restrictive Legend. You hereby acknowledge that the certificate(s) for the Restricted
Shares will bear a conspicuous legend referring to the terms, conditions, and restrictions
described in the Plan and this Award Agreement. Any attempt to dispose of any Restricted Shares in
contravention of the terms, conditions, and restrictions described in the Plan or this Award
Agreement shall be ineffective.



     10. Certain Definitions. As used in this Award Agreement, the following terms shall have the
respective meanings indicated:



               (a) “Termination for Cause” shall mean a Termination of Employment as a result of (1) your
willful and continued failure substantially to perform your duties (other than any such failure
resulting from your incapacity due to physical or mental illness), (2) your conviction for a
felony, proven or admitted fraud, misappropriation, theft or embezzlement by you, your inebriation
or use of illegal drugs in the course of, related to or connected with the business of the Company
or any of its Subsidiaries, or your willful engaging in misconduct that is materially injurious to
the Company or any of its Subsidiaries, monetarily or otherwise, or (3) if you have entered into an
employment agreement or contract with the Company or any of its Subsidiaries, any other action or
omission that is identified in such agreement or contract as giving rise to “Cause” for the
termination of your employment with the Company or any of its Subsidiaries. For this purpose, no
act, or failure to act, on your part shall be considered “willful” unless done, or omitted, by you
not in good faith and without reasonable belief that your action or omission was in the best
interest of Company or any of its Subsidiaries.



               (b) “Termination of Employment” shall mean the termination of your full-time employment with
the Company or any of its Subsidiaries for any reason other than your death or Disability.



               (c) “Disability” shall mean a physical or mental impairment of sufficient severity such
that, in the opinion of a physician selected by the Company, you are unable to continue to serve as
an employee of the Company or any of its Subsidiaries.



Capitalized terms used in this Award Agreement and not otherwise defined herein shall have the
respective meanings provided in the Plan.




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     If you accept this Restricted Stock Award and agree to the foregoing terms and conditions,
please so confirm by signing and returning the duplicate copy of this Award Agreement enclosed for
that purpose.


	 	 	 	 	 
	 	PARKER DRILLING COMPANY

 	 
	 	 	 
	 	 	 
	 	 	 
	 




	 	 	 	 	 
	 

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 






     The foregoing Restricted Stock Award is accepted by me as of                                         , and I
hereby agree to the terms, conditions, and restrictions set forth above and in the Plan.



	 	 	 	 	 
	 

	 	 	 	                                                                                
	

	 	 	 	«First_Name» «Middle» «Last_Name»







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