exv10w2






Exhibit 10.2




CONSULTING AGREEMENT




     This Consulting Agreement (the “Agreement”) is made by and between Parker Drilling Company, a
company organized and existing under the laws of the State of Delaware (hereinafter “COMPANY”), and
Ronald C. Potter, an individual residing in Houston, Texas (hereinafter “CONSULTANT”) effective as
of March 28, 2009.



     WHEREAS, the CONSULTANT and COMPANY have entered into a Separation Agreement and Release
effective as of March 27, 2009, in connection with CONSULTANT’s separation from the COMPANY as the
Vice President, General Counsel and Corporate Secretary (the “Separation Agreement”);



     WHEREAS, pursuant to the terms of the Separation Agreement, the parties have agreed to enter
into this Agreement for the provision of consulting services by CONSULTANT to COMPANY;



     WHEREAS, the COMPANY desires to retain CONSULTANT’s services during the interim period and to
facilitate the transition to a new general counsel; and



     WHEREAS, the CONSULTANT is willing to provide consulting services to the COMPANY in accordance
with the terms of this Agreement.



     NOW, THEREFORE, in consideration of the mutual promises herein contained, COMPANY and
CONSULTANT agree as follows:




	1.	 	Scope of Service





The COMPANY and CONSULTANT recognize that CONSULTANT previously acted in the capacity of the
COMPANY’s Vice President, General Counsel and Corporate Secretary and that the Scope of Service
CONSULTANT will render under this Agreement shall be substantially different and more limited than
the services previously provided by the CONSULTANT in his capacity as Vice President, General
Counsel and Corporate Secretary of the Company.




	 	(a)	 	CONSULTANT has been retained by the COMPANY to provide certain services to the
COMPANY solely with regard to transitioning pending matters, including, but not limited
to litigation, operations, finance, corporate/administration, compliance, corporate
records, governance, corporate structure, benefits, and related issues to the COMPANY.
	 
	 	(b)	 	CONSULTANT is not retained to engage outside counsel, to enter into contracts
or commitments for the COMPANY, and agrees not to do so.
	 
	 	(c)	 	CONSULTANT shall be free to engage in consulting services for others, provided,
however, such other activities shall not interfere with his rendering services to the
COMPANY.




 









 






	 	(d)	 	CONSULTANT shall provide such other consulting services as the COMPANY and
CONSULTANT may agree, without additional compensation. The services described in
subparagraphs 1(a)-(d) may be referred to hereinafter collectively as the “Consultant
Services”.






	2.	 	Nature of Relationship Between Parties
	 
	 	 	The CONSULTANT shall render the Consultant Services in this Agreement as an independent
contractor. Except as otherwise agreed to by the COMPANY, CONSULTANT will have no authority
or power to bind the COMPANY in relation to third parties or to represent to third parties
that CONSULTANT has authority or power to bind the COMPANY. It is not the intention of the
parties to this Agreement to create, by virtue of this Agreement, any employment
relationship, trust, partnership or joint venture between CONSULTANT and the COMPANY or any
of its affiliates or, except as specifically provided in this Agreement, to make them legal
representatives or agents of each other or to create any fiduciary relationship or
additional contractual relationship among them.
	 
	3.	 	Compensation






	 	(a)	 	In consideration for CONSULTANT performing the Consultant Services for the term
of this Agreement, COMPANY agrees to pay CONSULTANT a monthly consulting fee of
US$24,458, payable monthly, in arrears on the 27th day of each month, prorated on a
weekly basis for any partial month.
	 
	 	(b)	 	In addition to the above compensation, COMPANY will reimburse CONSULTANT for
all reasonable out of pocket expenses incurred by CONSULTANT consistent with COMPANY’s
policies on reimbursement of business expenses. CONSULTANT will submit an itemized
statement of expenses to COMPANY on a monthly basis for costs incurred incidental to
the performance of his duties as a CONSULTANT.
	 
	 	(c)	 	CONSULTANT will also be provided with office access, computer, cell phone,
blackberry and other reasonable support services, including home internet access,
during the period of this Agreement consistent with the office support and services he
was receiving as an employee. The consideration described in subparagraphs 3(a)-(c)
may be referred to hereinafter collectively as the “Consultant Compensation”.
	 
	 	(d)	 	The Consultant Compensation shall be CONSULTANT’s sole compensation for
performing the Consultant Services.






	4.	 	Term






	 	 	This Agreement shall commence on March 28, 2009, and shall continue in effect through May
27, 2009; provided, however, such term may be extended thereafter by mutual agreement of
the parties.




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	5.	 	Consultant’s Standard of Care
	 
	 	 	Subject to the other provisions of this Agreement, CONSULTANT shall provide the Consultant
Services with the same degree of care, skill and prudence that would be customarily
exercised for what he reasonably believes to be in the best interest of the COMPANY.
	 
	6.	 	Independent Contractor






	 	(a)	 	Except as otherwise provided herein or in the Separation Agreement, the status
of CONSULTANT shall be that of an independent contractor and CONSULTANT shall not be
eligible for participation in benefit plans offered by COMPANY to its employees.
	 
	 	(b)	 	COMPANY acknowledges and agrees that CONSULTANT may engage directly or
indirectly in other activities during the term of this Agreement, including the
provision of legal services to other companies and persons. However, this provision
shall not relieve CONSULTANT of his obligations under paragraph 7 of this Agreement.
	 
	 	(c)	 	CONSULTANT shall be solely responsible for satisfaction of all tax obligations
with regard to compensation earned pursuant to this Agreement, and agrees to hold
COMPANY harmless from any liability for unpaid taxes or penalties in conjunction with
earnings hereunder.






	7.	 	Confidentiality
	 
	 	 	The CONSULTANT acknowledges and agrees that all Confidential Information about the COMPANY
that was previously provided in the course of employment with the COMPANY and Confidential
Information that will be provided to him in the course of the Term of this Agreement are and
will continue to be the exclusive property of the COMPANY. The CONSULTANT agrees to keep all
Confidential Information in strict confidence, not disclosing any Confidential Information
to any third person except (i) as consented to in writing by the CEO of the COMPANY or (ii)
as required by law or judicial or regulatory process; provided, however, that CONSULTANT
shall not be obligated to keep in confidence any information which has become generally
available to the public without any breach by CONSULTANT of this paragraph 7. If requested
by the COMPANY, CONSULTANT will obtain from any third party to whom he discloses any
Confidential Information the written agreement (in form and substance satisfactory to the
COMPANY in its sole discretion) of such third party to keep such information confidential.
The CONSULTANT agrees to continue to abide by COMPANY policies regarding confidentiality.




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	8.	 	Protective Covenants
	 
	 	 	The COMPANY agrees to provide CONSULTANT with Confidential Information, which CONSULTANT has
not had access to or knowledge of before the execution of this Agreement. The CONSULTANT
agrees that to protect the COMPANY’s Confidential Information, it is necessary to enter into
the following restrictive covenants, which are ancillary to the enforceable promises between
the COMPANY and CONSULTANT in paragraph 8 of this Agreement:






	 	(i)	 	Non-Solicitation. The CONSULTANT agrees that during
(A) the Term of the Agreement and (B) for a one-year period following the Term
of the Agreement (the “Post Consulting Period” and, together with the Term, the
“Restricted Period”) will not, directly or indirectly, either individually or
as a principal, partner, agent, consultant, contractor, employee, or as a
director or officer of any corporation or association, or in any other manner
or capacity whatsoever, except on behalf of the COMPANY, solicit business, or
attempt to solicit business, in products or services competitive with products
or services sold by the COMPANY, from any customer or client, or prospective
customer or client, with whom CONSULTANT had contact or solicited during the
(24) months that immediately proceeded the execution of this Agreement or
during the Term of the Agreement. Notwithstanding the foregoing, nothing in
this Agreement or in the Separation Agreement shall limit CONSULTANT’s right to
provide legal services to any person or entity that is a present or potential
competitor of the COMPANY.
	 
	 	(ii)	 	Non-Recruitment. The CONSULTANT also agrees that
during the Restricted Period, he will not, directly or indirectly, hire,
solicit, induce, recruit, engage, go into business with, encourage to leave
their employment or contractor relationship with the COMPANY, or otherwise
cease their employment or contractor relationship with the COMPANY, or
otherwise contract for services with, any employee or contractor of the
COMPANY.
	 
	 	(iii)	 	Nature of the Restrictions. The CONSULTANT agrees
that the time, geographical area, and scope of restrained activities for the
restrictions in this paragraph 8 are reasonable, especially in light of the
COMPANY’s desire to protect its Confidential Information. If a court concludes
that any time period, geographical area, or scope of restrained activities
specified in paragraph 8 of this Agreement is unenforceable, the court is
vested with the authority to reduce the time period, geographical area, and/or
scope of restrained activities, so that the restrictions may be enforced to the
fullest extent permitted by law. Additionally, if CONSULTANT violates any of
the restrictions contained in this paragraph 8, the Restricted Period shall be
suspended and will not run in favor of the CONSULTANT from the time of the
commencement of any such violation until the time when the CONSULTANT cures the
violation to the COMPANY’s satisfaction.





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	9.	 	Agreement to Return Company Property/Documents
	 
	 	 	Following the termination of CONSULTANT’s consulting arrangement for any reason, CONSULTANT
agrees that: (i) he will not take with him, copy, alter, destroy, or delete any files,
documents or other materials whether or not embodying or recording any Confidential
Information, including copies, without obtaining in advance the written consent of an
authorized COMPANY representative; and (ii) he will promptly return to the COMPANY all
Confidential Information, documents, files, records and tapes (written or electronically
stored) that have been in his possession or control regarding the COMPANY, and he will not
use or disclose such materials in any way or in any format, including written information in
any form, information stored by electronic means, and any and all copies of these materials.
He further agrees to return to the COMPANY immediately all COMPANY property, including,
without limitation, keys, equipment, computer(s) and computer equipment, devices, COMPANY
cellular phones, other COMPANY telephonic equipment, COMPANY credit cards, data, lists,
information, correspondence, notes, memos, reports, or other writings prepared by the
COMPANY or himself on behalf of the COMPANY other than the iPhone and laptop referred to in
paragraph 9 of the Separation Agreement.
	 
	10.	 	Termination
	 
	 	 	This Agreement may be terminated by the COMPANY at any time for Cause. “Cause” means (i) a
material breach or violation of this Agreement by CONSULTANT, unless cured to the COMPANY’s
satisfaction within ten (10) business days following written notice given to CONSULTANT by
the COMPANY; (ii) the failure or refusal of CONSULTANT to perform timely and fully the
Consultant Services or to comply fully with his obligations under this Agreement, unless
such default is cured to the COMPANY’s satisfaction within ten (10) business days following
written notice given to CONSULTANT by the COMPANY; (iii) conviction of or a plea of no lo
contendere or similar plea by CONSULTANT of a crime involving theft, dishonesty or moral
turpitude, or the entry of a court order or administrative decree or order against the
CONSULTANT, agreed or otherwise, involving allegations of criminal or civil fraud; or (iv)
CONSULTANT’s breach of the non-solicitation covenant in paragraph 8 of this Agreement. “Good
Reason” means a material breach or violation of this Agreement by the COMPANY, unless cured
to CONSULTANT’s satisfaction within ten (10) business days following written notice given to
the COMPANY by CONSULTANT. If this Agreement is terminated for Cause, the COMPANY’s
obligation to pay Consultant Consideration not earned, as of the date of the event giving
rise to the Cause termination, shall end immediately. Moreover, CONSULTANT agrees to forfeit
the right to any unpaid Consultant Consideration owed by the COMPANY at the time of his
termination for Cause. If this Agreement is terminated by the COMPANY without Cause, or if
CONSULTANT terminates this Agreement for Good Reason, then the COMPANY shall promptly pay
CONSULTANT the balance of the Consultant Consideration for the then current Term.
	 
	11.	 	Survival
	 
	 	 	The provisions set forth in paragraphs 7, 8 and 9 shall survive termination or expiration of




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	 	 	this Agreement for any reason. In addition, all provisions of this Agreement which
expressly continue to operate after the termination of this Agreement shall survive
termination or expiration of this Agreement in accordance with the terms of such provisions.
	 
	12.	 	No Assignment or Subcontracting
	 
	 	 	CONSULTANT shall not assign or subcontract in whole or in part any of the services to be
furnished under this Agreement, nor shall CONSULTANT assign any payment due or to become due
hereunder from COMPANY without the prior written consent of the COMPANY.
	 
	13.	 	Governing Law
	 
	 	 	This Agreement shall be governed and interpreted in accordance with the laws of the State of
Texas, not including any choice-of-law rule of the State of Texas, which may direct or refer
any such interpretation to the laws of any other state or county.
	 
	14.	 	Dispute Resolution
	 
	 	 	If any dispute arises out of or is related to this Agreement or CONSULTANT’s employment or
separation from employment with the COMPANY for any reason, and the parties to this
Agreement cannot resolve the dispute, the dispute shall be submitted to final and binding
arbitration. The arbitration shall be conducted in accordance with the American Arbitration
Association’s (“AAA”) National Rules for the Resolution of Employment Disputes (“Rules”). If
the parties cannot agree to an arbitrator, an arbitrator will be selected through the AAA’s
standard procedures and Rules. The COMPANY and CONSULTANT shall share the costs of
arbitration, unless the arbitrator rules otherwise, with the parties agreeing that if
CONSULTANT challenges this arbitration provision based on the allocation of costs between
the parties, then the arbitrator shall decide the proper allocation of costs. The COMPANY
and CONSULTANT agree that the arbitration shall be held in Houston, Texas. Arbitration of
the parties’ disputes is mandatory, and in lieu of all civil causes of action or lawsuits
either party may have against the other arising out of the Agreement or CONSULTANT’s
employment or separation from employment with the COMPANY, with the exception that the
COMPANY alone may seek a temporary restraining order and temporary injunctive relief in a
court to enforce the terms of this Agreement. CONSULTANT acknowledges that by agreeing to
this provision, he knowingly and voluntarily waives any right he may have to a jury trial
based on any claims he has, had, or may have against the COMPANY, including any right to a
jury trial under any local, municipal, state or federal law including, without limitation,
claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act
of 1990, the Age Discrimination In Employment Act of 1967, the Older Workers Benefit
Protection Act, the Texas Commission on Human Rights Act, claims of harassment,
discrimination or wrongful termination, and any other statutory or common law claims.




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	15.	 	Injunctive Relief
	 
	 	 	The CONSULTANT acknowledges and agrees that the covenants, obligations and agreements of the
CONSULTANT contained in this Agreement concern special, unique and extraordinary matters and
that a violation of any of the terms of these covenants, obligations or agreements will
cause the COMPANY irreparable injury for which adequate remedies at law are not available.
Therefore, the CONSULTANT agrees that the COMPANY alone will be entitled to an injunction,
restraining order, or all other equitable relief (without the requirement to post bond) as a
court of competent jurisdiction may deem necessary or appropriate to restrain the CONSULTANT
from committing any violation of the covenants, obligations or agreements referred to in
this Agreement before submitting this matter to binding arbitration. These injunctive
remedies are cumulative and in addition to any other rights and remedies the COMPANY may
have against the CONSULTANT. The COMPANY and the CONSULTANT irrevocably submit to the
exclusive jurisdiction of the state courts and federal courts in the city of the COMPANY’s
headquarters (Houston, Texas) regarding the injunctive remedies set forth in this paragraph
and the interpretation and enforcement of this paragraph 15 solely insofar as the
interpretation and enforcement relate to an application for injunctive relief in accordance
with this Agreement. Further, the parties irrevocably agree that (a) the sole and exclusive
appropriate venue for any suit or proceeding relating to injunctive relief shall be in the
courts listed in this paragraph 15; (b) all claims with respect to any application for
injunctive relief shall be heard and determined exclusively in these courts; (c) these
courts will have exclusive jurisdiction over the parties to this Agreement and over the
subject matter of any dispute relating to an application for injunctive relief; and (d) each
party waives all objections and defenses based on service of process, forum, venue, or
personal or subject matter jurisdiction, as these defenses may relate to an application for
injunctive relief in a suit or proceeding under the provisions of this paragraph 15.





        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	PARKER DRILLING COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


	 	 	 	 	 
	 	RONALD C. POTTER

 	 
	 	
 	 
	 	Name:  	 	 
	 	Date: 	 
	 




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