Exhibit 10.12


    
      

    


    Exhibit
      10.12

    


    


    


    Summary
      of “At-Will” Compensation Arrangements with Executive
      Officers

    As
      of February 28, 2007

    


    


    The
      following summarizes the current compensation and benefits received by the
      Chief
      Executive Officer and Chief Financial Officer of RPC, Inc. (“the Company”) and
      the Company’s other most highly compensated executive officers (the “Named
      Executive Officers”) as of February 28, 2007. Compensation paid with respect to
      fiscal 2006 will be described in the Company’s 2007 Proxy Statement

    


    This
      document is intended to be a summary of existing oral, at will arrangements,
      and
      in no way is intended to provide any additional rights to any of the Named
      Executive Officers.

    


    Base
      Salaries

    


    The
      2007
      annual base salaries for the Company’s Named Executive Officers as of February
      28, 2007 are as follows:

    


    
      	
              R.
                Randall Rollins, Chairman of the Board

            	
              $500,000

            
	
              Richard
                A. Hubbell, President and Chief Executive Officer

            	
              $600,000

            
	
              Linda
                H. Graham Vice President and Secretary

            	
              $150,000

            
	
              Ben
                M. Palmer, Vice President, Chief Financial Officer and
                Treasurer

            	
              $200,000

            


    

    


    Bonuses

    


    All
      of
      the Named Executive Officers are eligible for annual cash bonuses under the
      Company’s Performance-Based Incentive Cash Compensation Plan (the “Plan”) which
      was approved by shareholders and disclosed in the Form 8-K filed with the SEC
      on
      April 28, 2006.

    


    Bonuses
      were paid in the first quarter of 2007 for the year ended December 31, 2006
      and
      totaled $1,720,500 for all of the executive officers in accordance with the
      terms of the Plan as follows:

    


    
      	
              R.
                Randall Rollins, Chairman of the Board

            	
              $600,000

            
	
              Richard
                A. Hubbell, President and Chief Executive Officer

            	
              $750,000

            
	
              Linda
                H. Graham Vice President and Secretary

            	
              $108,000

            
	
              Ben
                M. Palmer, Vice President, Chief Financial Officer and
                Treasurer

            	
              $262,500

            


    

    


    Stock
      Options and Other Equity Awards

    


    The
      Named
      Executive Officers are eligible to receive options and restricted stock under
      the Company’s stock incentive plan, in such amounts and with such terms and
      conditions as determined by the Committee at the time of grant. The Company’s
      stock incentive plans and standard forms of option and restricted stock grant
      agreements are filed as exhibits to this Form 10-K.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    Supplemental
      Retirement Plan

    


    Salary
      and Bonus Deferrals

    


    All
      of
      the Named Executive Officers are eligible to participate in the Company’s
      Supplemental Retirement Plan (“Plan”). Messrs. Rollins and Hubbell, declined to
      participate in the Company’s Plan with respect to fiscal year 2006. Mr. Palmer
      and Ms. Graham have elected to participate in the Company’s Plan. Ms. Graham
      also participates in the Supplemental Retirement Plan of Marine Products
      Corporation (“MPC”), which is described in an exhibit to the Form 10-K of MPC
      for fiscal year 2006

    


    The
      Plan
      allows participants to defer up to 25% of base salary and up to 50% of annual
      bonus and commissions, subject to an overall maximum of $500,000 in any given
      year, and other terms and conditions set forth in the Plan.

    


    Company
      Contributions

    


    The
      Company makes certain “Enhanced Benefit Contributions” under the Plan on behalf
      of certain participants of long service to the Company who were 40 - 65 years
      of
      age or older on December 31, 2002. The Company makes the “Enhanced Benefit
      Contributions” (as disclosed in the Company’s last filed annual proxy statement)
      in lieu of the benefits that previously accrued under the RPC, Inc. Retirement
      Income Plan. Additional benefits ceased to accrue under the RPC, Inc. Retirement
      Income Plan effective March 31, 2002. Enhanced Benefit Contributions are made
      annually, for a maximum of seven years, subject to the Participant’s continued
      employment with the Company.

    


    Mr.
      Hubbell is the only Named Executive Officer who receives an Enhanced Benefit
      Contribution under the Company’s Plan, which totals $26,262.31 per year. The
      Company has retained absolute discretion to reduce the amount of Enhanced
      Benefit Contributions at any time for any reason, and may elect not to make
      any
      such contributions at all. The Company currently expects that Mr. Hubbell’s last
      Enhanced Benefit Contribution will be made with respect to fiscal year
      2008.

    


    In
      addition to the Enhanced Benefit Contributions, the Company may make
      discretionary contributions on behalf of a Participant under the Plan in any
      amount and at any time. The Company has no obligation to make any such
      discretionary contribution, has no current plans to make such a contribution
      on
      behalf of any Named Executive Officer, and has never made any such contribution
      under the Supplemental Retirement Plan since its creation in August of
      2002.

    


    A
      copy of
      the Plan is filed as an exhibit to this Form 10-K. The material terms and
      conditions of the Plan are more particularly described in the Company’s Form 8-K
      filed with the U.S. Securities and Exchange Commission on December 23,
      2004.

    


    Automobile
      Usage

    


    Mr.
      Hubbell is entitled to the use of a Company owned automobile. The automobile
      is
      self-insured and maintained by the Company. The Company also pays all fuel
      expenses. Mr. Hubbell’s personal use of the automobile is treated as taxable
      income for federal and state income tax purposes. His personal use of the
      automobile is valued at approximately $690 per month. Mr. Palmer receives an
      automobile allowance of $700 per month in addition to reimbursement of fuel
      expenses.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    Other
      Benefits

    


    The
      Named
      Executive Officers are eligible to participate in the Company’s regular employee
      benefit programs, including the 401(k) plan with Company match, group life
      insurance, group medical and dental coverage and other group benefit plans.
      All
      of the Named Executives are eligible for the Retirement Income Plan that was
      frozen in March 2002. See Supplemental Retirement Plan above for further
      discussion.

    


    All
      of
      the Named Executive Officers are also executive officers of MPC and receive
      compensation from that company. Disclosure regarding such compensation can
      be
      found in MPC’s filings with the Securities and Exchange Commission.