exv10wn



 











Exhibit 10(n)




STOCK GRANT AGREEMENT




     STOCK GRANT AGREEMENT dated as of [date] between PARKER DRILLING COMPANY, a Delaware
corporation (the “Company”), and [name of Holder], an employee of the Company or one of its
subsidiaries (the “Holder”).



     WHEREAS, the Board of Directors of the Company has established the Parker Drilling Company and
Subsidiaries 1991 Stock Grant Plan (the “Plan”);



     WHEREAS, the Compensation Committee of the Board of Directors, in accordance with the
provisions of the Plan, has selected the Holder as a salaried key management employee who, in the
Committee’s judgment, has significant potential for making substantial contributions to corporate
growth and objectives;



     WHEREAS, in order to reward the Holder for services to be rendered in a manner that relates
directly to the Company’s earnings growth and to further identify of the interests of the Holder
and the Company’s shareholder through opportunities for increased stock ownership by the Holder,
the Committee has determined that the Holder receive a Stock Grant under the Plan;



     NOW, THEREFORE, in consideration of the foregoing and the Holder’s acceptance of the terms and
conditions hereof, the parties hereto have agreed, and do hereby agree, as follows:



     1. The Company hereby grants to the Holder, as a matter of separate agreement and not in lieu
of salary or any other compensation for services, [no of shares] shares of Common Stock of the
Company on the terms and conditions herein set forth.



     2. The certificates representing the shares of Common Stock granted to the Holder shall be
registered in the name of the Holder and retained in the custody of the Company until such time as
they are delivered to the Holder or forfeited to the Company in accordance with the terms hereof
(the “Restriction Period”). During the Restriction Period, the Holder will be entitled to vote
such shares and to receive dividends paid on such shares (less any amounts which the Company is
required to withhold for taxes).



     3. If the Holder shall not have incurred a Termination of Employment prior to [date], the
Company shall deliver to the Holder on or about such date a certificate, registered in the name of
the Holder and free of restrictions hereunder, representing [insert %] of the total number of
shares granted to the Holder pursuant to this Agreement. No payment (except for tax withholding)
shall be required from the Holder



 









 





in connection with any delivery to the Holder of the shares hereunder. If the Holder shall not
have incurred a Termination of Employment prior to [date], the Company shall deliver to the Holder
on or about such date a certificate, registered in the name of the Holder and free of restrictions
hereunder, representing the remaining [insert %] of the total shares granted to the Holder pursuant
to this Agreement; provided, that the delivery of the such certificate for the remaining [insert
accelerated vesting provisions, if applicable].




     4. In the event the Holder has a Termination of Employment for reasons of Retirement at or
after age 65, or Disability, and if there then remain any undelivered shares subject to
restrictions hereunder, then such restrictions shall be deemed to have lapsed and the certificates
for the remaining shares shall forthwith be delivered to such retired Holder.



     5. Subject to the provisions of paragraph 4 above, if the Holder has a Termination of
Employment for any reason (including Retirement prior to age 65 or death) during the Restriction
Period, then the Holder shall cease to be entitled to delivery of any of the shares covered by this
Agreement which have not theretofore been delivered by the Company pursuant to paragraph 3 above,
and all rights of the Holder in and to such undelivered shares shall be forfeited; provided,
however, the Compensation Committee may, within 120 days after such Termination of Employment, in
its sole discretion, determine whether such former Holder (or his beneficiary, estate or heirs)
shall receive all or any part of the undelivered shares granted pursuant to this Stock Grant
Agreement and whether to impose any conditions in connection therewith. In addition, the Committee
shall from time to time determine in its sole discretion whether any period of nonactive
employment, including authorized leaves of absence by reason of military or governmental service,
shall constitute Termination of Employment for the purposes of this paragraph.



     6. The granting of this Stock Grant shall not in any way prohibit or restrict the right of the
Company to terminate the Holder’s employment at any time, for any reason.



     7. While shares of Common Stock are held in custody for the Holder pursuant to this Agreement,
they may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by the Holder
and shall not be subject to execution, attachment or similar process.



     8. This Agreement and each and every obligation of the Company hereunder are subject to the
requirement that if at any time the Company shall determine, upon advice of counsel, that the
listing, registration or qualification of the shares covered hereby upon any securities exchange or
under any state or Federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the granting hereof or the delivery
of shares hereunder, then the delivery of shares hereunder to the Holder may be postponed until
such listing, registration, qualification, consent or approval shall have been effected or



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obtained free of any conditions not acceptable to the Board of Directors of the Company.




     9. 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.



     10. In the event of a “change in control” as that term is defined in the Rights Agreement
between the Company and Norwest Bank Minnesota, N.A., dated July 14, 1998, as amended, then the
Holder shall have all the rights specified in Section 6 of the Plan.



     11. Defined words used in this Agreement shall have the same meaning as set forth in the
definitions section or elsewhere in the Plan, the terms and conditions of which shall constitute an
integral part hereof.



     12. Any notice which either party hereto may be required to give the other shall be in writing
and may be delivered personally or by mail, postage prepaid, addressed to the Secretary of the
Company, 1401 Enclave Parkway, Suite 600, Houston, Texas 77077, and to the Holder at this address
as shown on the Company’s payroll records, or to such other address as the Holder by notice to the
Company may designate in writing from time to time.



	 	 	 	 	 
	 	 	PARKER DRILLING COMPANY
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 






The foregoing Stock Grant Agreement is accepted by me as of [date], and I hereby agree to the
terms, conditions and restrictions set forth above and in the Plan.




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	 	[Holder]






I acknowledge that I have received and read the attached letter from the Company dated [date]
regarding Section 83(b) tax treatment of my stock grant and to the extent I deem necessary or
desirable I have sought independent tax advice on the same. I understand that to accept Section
83(b) treatment I must file my election within 30 days of the date of this award. Based on my
review and advice I hereby elect (check one):





	 	(   )   	 to decline Section 83(b) tax treatment and to be taxed as the restrictions
lapse (or such later date as may result from the application of Section 16(b) of the
Securities Exchange Act of 1934, as amended).
	 
	 	(   )   	 to accept Section 83(b) tax treatment and to be taxed as of the date of
grant for 100% of the shares of Common Stock granted by the foregoing stock grant and
assume sole responsibility for filing my election within 30 days of the date of the
Stock Grant Agreement.





	 	 	 
	

	 	 
	

	 	[Holder]






	 	 	 
	 
	 	 
	Date
	 	 






* Any election to be taxed as of the date of grant must be filed with the Internal
Revenue Service not later than 30 days after the date of the grant and a copy filed with the
Secretary of the Company.





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PARKER DRILLING COMPANY AND SUBSIDIARIES

1991 STOCK GRANT PLAN

BENEFICIARY DESIGNATION FORM




     I hereby designate the following as my Beneficiary to receive any and all forfeitable shares
under the Parker Drilling Company and Subsidiaries 1991 Stock Grant Plan, which the Committee may
determine to deliver in the event of my death during the Restriction Period.



PRIMARY BENEFICIARY




	 	 	 	 	 	 	 
	Name

	 	 	 	Relationship	 	 
	

	 	 
	 	 	 	 
	Social
	 	 	 	 	 	 
	Security #

	 	 	 	Address	 	 
	

	 	 
	 	 	 	 






CONTINGENT BENEFICIARY




	 	 	 	 	 	 	 
	Name

	 	 	 	Relationship	 	 
	

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Address
	 	 	 	 	 	 
	 	 	 





PARTICIPANT’S SIGNATURE




	 	 	 
	


	 	 
	


	 	 
	Date
	 	 







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