Exhibit 10.3


 


RESTRICTED STOCK AWARD AGREEMENT


 


This Restricted Stock
Award (this “Award”) is effective the _________ day of ________________, _________ (the “Date of Grant”)
between Nabors Industries, Inc. (“NII”), acting on behalf of Nabors Industries Ltd. (“NIL”) and at the
request of ________, a subsidiary of NIL (the “Subsidiary”) (collectively, the “Company”), and ________________
(the “Grantee”), an employee of the Subsidiary.


 


Upon the Date of Grant,
the fair market value of a common share of NIL, par value $0.05 per share (“Common Share”), was ____________.


 


RECITALS


 


Under the Amended and
Restated Nabors Industries Ltd. 2016 Stock Plan (“Plan”), the Board of Directors (the “Board”) or the Compensation
Committee of the Board (the “Committee”) has determined the form of this Award and selected the Grantee, an Eligible
Recipient, to receive this Award and the Common Shares that are subject hereto. The applicable terms of the Plan are incorporated
in this Award Agreement by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.


 


RESTRICTED STOCK AWARD


 


In accordance with
the terms of the Plan, the Committee has made this Award and concurrently issued or transferred to the Grantee Common Shares upon
the following terms and conditions:


 


Section 1.     
Number of Shares. The number of Common Shares granted pursuant to this Award is ___________.


 


Section 2.     
Rights of the Grantee as Shareholder. The Grantee, as the owner of the Common Shares issued or transferred
pursuant to this Award, is entitled to all the rights of a shareholder of NIL, including the right to vote, the right to receive
dividends payable either in stock or in cash, and the right to receive shares in any recapitalization of NIL, subject, however,
to the restrictions stated in this Award Agreement. If the Grantee receives any additional shares by reason of being the holder
of the Common Shares issued or transferred under this Award or of any additional shares previously distributed to the Grantee with
respect to the Common Shares issued or transferred under this Award, all of the additional shares shall be subject to the provisions
of this Award Agreement, including the restrictions set forth in Section 3. Initially, the Common Shares issued pursuant to this
Award and any related shares will be held in an account maintained with the processor under the Plan (the “Account”).
At the discretion of NIL, NIL may provide the Grantee with a certificate for the shares, which would bear a legend as described
in Section 6.


 






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Section 3.     
Restriction Period. Except as otherwise provided in this Section 3, the period of restriction (the “Restriction
Period”) for the Common Shares granted pursuant to this Award shall commence on the Date of Grant and shall expire in four
equal annual installments on the first four anniversaries of the Date of Grant (i.e., this Award will vest 25% per year), so long
as the Grantee remains an employee of the Subsidiary (or an employee of any other subsidiary of NIL) from the Date of Grant through
such anniversary. In addition, the Restriction Period shall expire earlier as to all Common Shares issued under this Award upon
the Grantee’s Termination due to the Grantee’s death or Disability. The Restriction Period may also expire earlier
upon the occurrence of a corporate change or upon the Grantee’s Termination under specified circumstances during a specified
period following such a corporate change if the Board, acting in its sole discretion, makes a determination in accordance with
Section 13 of the Plan.


 


Section 4.     
Terms and Conditions. This Award is subject to the following terms and conditions:


 


		(a)	Subject to any accelerated vesting pursuant to Section 3 hereof, if the Grantee ceases for any
reason to be an employee of the Subsidiary (or an employee of any other subsidiary of NIL) any unvested portion of this Award shall
be forfeited, the Grantee will assign, transfer and deliver the certificates or any other evidence of ownership of the Common Shares
subject to the unvested portion of this Award to NIL or the Subsidiary, all interest of the Grantee in such Common Shares shall
terminate, and the Grantee shall cease to be a shareholder with respect to such Common Shares.



 


		(b)	During the Restriction Period, the Grantee must not, voluntarily or involuntarily, sell, assign,
transfer, pledge, or otherwise dispose of any unvested portion of this Award. Any attempted sale, assignment, transfer, pledge
or other disposition of any unvested portion of this Award, whether voluntary or involuntary, shall be ineffective and NIL (i)
shall not be required to transfer the Common Shares, (ii) may impound any certificates for the Common Shares or otherwise restrict
the Grantee’s Account and (iii) shall hold the certificates until the expiration of the Restriction Period.



 


		(c)	Notwithstanding any other provision of this Award, if the Board or the Committee, prior to or following
the date the Grantee ceases for any reason whatsoever to be an employee of the Subsidiary (or any other subsidiary of NIL), and
after full consideration of the facts, find by majority vote that the Grantee has engaged in fraud, embezzlement, theft, commission
of a felony, dishonesty, or any other conduct inimical to NIL, NII, the Subsidiary or any other subsidiary of NIL, the Grantee
shall forfeit this entire Award, whether or not vested and shall return to the Company any proceeds from the sale of Common Shares
granted hereunder. The decision of the Board or the Committee shall be final.



 


		(d)	During the term of employment and for a period of one year following the Grantee’s Termination
with the Subsidiary (or any other subsidiary of NIL), the Grantee agrees that he or she will not (i) individually or on behalf
of his or her employer or any other person or entity, directly or indirectly, solicit, divert, or recruit any employee or officer
of NIL, NII, the Subsidiary or any of the affiliated companies, or induce any employee of NIL, NII, the Subsidiary or any of the
affiliated companies, to terminate his or her employment, or (ii) directly or indirectly, as an employee, consultant, principal,
agent, trustee or otherwise engage in any business through a corporation, partnership or other entity that competes directly with
any business that is conducted by NIL, NII, the Subsidiary or any of the affiliated companies (the “Competing Business”)
and that (x) the Grantee was directly or indirectly engaged in on behalf of NIL, NII, the Subsidiary or any affiliated company
or (y) the Grantee obtained confidential information regarding during the course of his or her employment (the “Restricted
Business”).



 






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Additionally, for a period of one
year following the Grantee’s Termination with the Subsidiary (or any other subsidiary of NIL), the Grantee will not directly
or indirectly solicit service or accept competing business from customers of NIL, NII, the Subsidiary or any of the affiliated
companies with whom the Grantee, within the previous year, (i) had or made contact, or (ii) had access to confidential information
regarding.


 


The restrictions in this Section
4(d) are further limited geographically to the following areas or locations where a Competing Business operates in the Restricted
Business: any country in which NIL, the Subsidiary or any Affiliates or other subsidiaries of NIL engage in the Restricted Business.


 


Without limiting the remedies to
which NIL, NII, the Subsidiary or any affiliated company may be entitled, if the Board or the Committee, prior to or following
the date the Grantee ceases, for any reason whatsoever, to be an employee of the Subsidiary (or any other subsidiary of NIL) and
after full consideration of the facts, find by majority vote that the Grantee has engaged in any of the activities mentioned in
this Section 4(d), the Grantee shall forfeit any unvested portion of this Award. The decision of the Board or the Committee shall
be final.


 


As used herein, “affiliated
companies” means any entity which now or in the future directly controls, is controlled by, or is under common control with
NIL, where “control” in relation to NIL means the direct or indirect ownership of at least 50% of the voting securities
or shares.


 


The Company has attempted to place
the most reasonable limitations on the Grantee’s subsequent employment opportunities consistent with the protection of the
Company’s valuable trade secrets, business interests and goodwill. In order to accommodate the Grantee in obtaining subsequent
employment, NIL may, in its discretion, grant a waiver of one or more of the restrictions on subsequent employment contained in
this Section 4(d). A request for waiver shall be in writing and must be received by NIL at least 45 days before the proposed starting
date of the employment for which the Grantee is seeking a waiver. The request must include the full name and address of the organization
with which the Grantee is seeking employment; the department or area in which the Grantee proposes to work; the position or job
title to be held by the Grantee; and a complete description of the duties the Grantee expects to perform for such employer. If
NIL decides to grant a waiver (which decision shall be solely within NIL’s discretion), the waiver may be subject to such
restrictions or conditions as NIL may impose.


 






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		(e)	This Award is subject to, and the Subsidiary and the Grantee agree to be bound by, all the terms
and conditions of the Plan under which this Award is being granted, as the Plan may be amended from time to time in accordance
with its terms. Pursuant to the Plan, the Board or the Committee has the authority to interpret and construe the Plan and this
Award Agreement, and is authorized to adopt rules and regulations for carrying out the Plan. Further, the parties reserve the right
to clarify or amend the terms of this Award on mutually acceptable terms in any manner which would have been permitted under the
Plan as of the Date of Grant. The Grantee acknowledges that the Grantee has been provided with a copy of the Plan, and a copy of
the Plan in its present form is posted on the Company’s intranet site and is also available for inspection during business
hours at NII’s principal office.



 


For purposes of this
Award, NIL will determine when the Grantee’s employment terminates. The Grantee’s employment will not be deemed to
have terminated if the Grantee goes on military leave, medical leave or other bona fide leave of absence, if the leave was approved
by NIL or any of its subsidiaries in writing and if continued crediting of employment is required by applicable law, the Company’s
policies or the terms of Grantee’s leave; provided that vesting dates may be adjusted in accordance with NIL’s policies
or the terms of Grantee’s leave.


 


Section 5.     
Lapse of Restrictions. Upon the expiration of the Restriction Period with respect to any of the Common Shares
issued under this Award without the forfeiture thereof, all restrictions shall terminate on the related shares, and the Grantee
shall be entitled to transfer the shares from the Account or receive certificates without the legend prescribed in Section 6. However,
in the event of an attempted violation of the condition specified in Section 4(b), NIL shall be entitled to delay transfers or
withhold delivery of any of the certificates if, and for so long as, in the judgment of NIL’s counsel, NIL would incur a
risk of liability to any party to whom such shares were purported to be sold, transferred, pledged or otherwise disposed.


 


Section 6.     
Legend on Certificates. Any certificate evidencing ownership of Common Shares issued or transferred pursuant
to this Award that is delivered during the Restriction Period shall bear the following legend on the back side of the certificate:


 


These shares have been issued or
transferred subject to a Restricted Stock Award Agreement and are subject to substantial restrictions, including but not limited
to, a prohibition against transfer, either voluntary or involuntary, and a provision requiring transfer of these shares to Nabors
Industries Ltd. without any payment in the event of termination of the employment of the registered owner, all as more particularly
set forth in the Restricted Stock Award Agreement, a copy of which is on file with Nabors Corporate Services, Inc.


 






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At the discretion of
NIL, NIL may hold the Common Shares issued or transferred pursuant to this Award in an Account as described in Section 2, otherwise
hold them in escrow during the Restriction Period, or issue a certificate to the Grantee bearing the legend set forth above.


 


Section 7.     
Specific Performance of the Grantee’s Covenants. By accepting this Award and the issuance and delivery
of the Common Shares pursuant to this Award, the Grantee acknowledges that NIL does not have an adequate remedy in damages for
the breach by the Grantee of the conditions and covenants set forth in this Award and agrees that NIL is entitled to and may obtain
an order or a decree of specific performance against the Grantee issued by any court or arbitrator having jurisdiction.


 


Section 8.     
Employment with NIL. Nothing in this Award Agreement or in the Plan shall confer upon the Grantee the right
to continued employment with NIL or any of its subsidiaries.


 


Section 9.     
Section 83(b) Election. If the Grantee makes an election pursuant to Section 83(b) of the Code (“Section
83(b)”), the Grantee shall promptly (but in no event after 30 days from the Date of Grant) file a copy of such election with
NIL, and cash payment for taxes shall be made at the time of such election. The Grantee, by accepting this Award, acknowledges
(a) that the Grantee has been advised to consult with a tax advisor regarding the tax consequences of this Award and (b) that timely
filing a Section 83(b) election (if the Grantee chooses to do so) is the Grantee’s sole responsibility, even if the Grantee
requests NIL or any Affiliate or any of their respective managers, directors, officers, employees or authorized representatives
(including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) to assist
in making such filing or to file such election on the Grantee’s behalf.


 


Section 10.   
Withholding Tax. Before NIL removes restrictions on the transfer or delivers a certificate for Common Shares
issued or transferred pursuant to this Award that bears no legend or otherwise delivering shares free from restriction, the Grantee
shall be required to pay to NIL or its designated Affiliate the amount of federal, state or local taxes, if any, required by law
to be withheld (“Withholding Obligation”). Subject to any Company policy in effect from time to time, upon vesting
of this Award, NIL will withhold the number of Common Shares required to satisfy any Withholding Obligation, and provide to the
Grantee a net balance of Common Shares (“Net Shares”) unless NIL receives notice not less than five days before any
Withholding Obligation arises that the Grantee intends to deliver funds necessary to satisfy the Withholding Obligation in such
manner as NIL may establish or permit. Notwithstanding any such notice, if the Grantee has not delivered funds within 15 days after
the Withholding Obligation arises, NIL may elect to deliver Net Shares. If Common Shares are used to pay all or part of the Withholding
Obligation, the Fair Market Value of the Common Shares withheld shall be determined as of the date of withholding and the maximum
number of Common Shares that may be withheld shall be the number of Common Shares which have a Fair Market Value on the date of
withholding equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal,
state, foreign and/or local tax purposes, including payroll taxes, that may be utilized (and which may be limited to flat rate
withholding) without creating adverse accounting, tax or other consequences to the Company or any Affiliate, as determined by the
Committee in its sole discretion. The Grantee acknowledges that there may be adverse tax consequences upon the receipt, vesting
or disposition of the Common Shares and that the Grantee has been advised, and hereby is advised, to consult a tax advisor. The
Grantee represents that the Grantee is in no manner relying on the Board, the Committee, the Company, any Affiliate or any of their
respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants,
consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.


 






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Section 11.   
Notices and Payments. Any notice to be given by the Grantee under this Award Agreement shall be in writing
and shall be deemed to have been given only upon receipt by the Stock Plan Administrator of Nabors Corporate Services, Inc. at
the offices of Nabors Corporate Services, Inc. in Houston, Texas, or at such address as may be communicated in writing to the Grantee
from time to time. Any notice or communication by NIL, NII or the Subsidiary to the Grantee under this Award Agreement shall be
in writing and shall be deemed to have been given if sent to the Grantee’s e-mail address maintained by the Company or any
of its subsidiaries, made through the employee portal maintained by the Company or any of its subsidiaries, or if mailed or delivered
to the Grantee at the address listed in the records of NIL or at such address as specified in writing to NIL by the Grantee.


 


Section 12.   
Waiver. The waiver by NIL of any provision of this Award Agreement shall not operate as, or be construed to
be, a waiver of the same or any other provision hereof at any subsequent time for any other purpose.


 


Section 13.   
Termination or Modification of Restricted Stock Award. This Award shall be irrevocable except that NIL shall
have the right to revoke it at any time during the Restriction Period if it is contrary to law or modify it to bring it into compliance
with any valid and mandatory law or government regulation. Upon request in writing by NIL, the Grantee will tender any certificates
for amendment of the legend or for change in the number of Common Shares issued or transferred as NIL deems necessary in light
of the amendment of this Award. In the event of revocation of this Award pursuant to the foregoing, NIL may give notice to the
Grantee that the Common Shares are to be assigned, transferred and delivered to NIL as though the Grantee’s employment with
NIL terminated on the date of the notice.


 


Section 14.   
Governing Law & Severability.Except as provided for below, the Plan and all rights and obligations thereunder
shall be construed in accordance with and governed by the laws of the State of Delaware. If any provision of this Award Agreement
should be held invalid, the remainder of this Award Agreement shall be enforced to the greatest extent permitted by applicable
law, it being the intent of the parties that invalid or unenforceable provisions are severable, but before such severance occurs,
the parties request any court of competent jurisdiction to reform the offending provision to allow it to be enforced in a reasonable
fashion. The parties further intend that the post-employment restrictions set forth in Section 4(d) hereof shall be construed in
accordance with and governed by the laws of the State of New York.


 






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Section 15.    
Entire Agreement. This Award Agreement, together with the Plan, contains the entire agreement between the
parties with respect to the subject matter and supersedes any and all prior understandings, agreements or correspondence between
the parties; provided, however, that, except as specifically provided herein, the terms of this Award Agreement shall not
modify and shall be subject to the terms and conditions of any written employment, consulting and/or severance agreement between
the Company (or any Affiliate) and the Grantee in effect as of the date a determination is to be made under this Award Agreement.


 


Section 16.    
Dispute. Any dispute, controversy or claim arising out of, or relating to, this Award Agreement or the breach,
termination or invalidity thereof, other than for injunctive relief to enforce the post-employment restrictions in Section 4(d)
of this Award Agreement, shall be settled by arbitration before a single arbitrator in accordance with the rules of the American
Arbitration Association. The place of arbitration shall be at Houston, Texas. Nothing herein shall preclude either party from seeking
in a court of competent jurisdiction injunctive relief or other provisional remedy in case of any breach hereof, including without
limitation injunctive relief or other provisional remedy to enforce the provisions of Section 4(d) of this Award Agreement or to
compel arbitration or otherwise aid said arbitration. The losing party shall bear all the costs of any proceeding including reasonable
attorney’s fees.


 


Section 17.    
Place of Performance; Venue. The place of performance for this Award is and shall be Harris County, Texas;
and venue for any action to enforce any term of this Award Agreement by injunctive relief or other provisional remedy (as provided
for by Section 16 of this Award Agreement) shall lie in Harris County, Texas, or for the purposes of the Grantee’s obligations
under Section 4(d) of this Award Agreement, NIL or the Subsidiary may elect to seek such relief in the jurisdiction in which the
Grantee resides or works at the time suit is filed.


 


Section 18.    
Insider Trading/Market Abuse Laws. The Grantee acknowledges that the Grantee may be subject to insider trading
restrictions and/or market abuse laws in applicable jurisdictions, including the United States and the Grantee’s country
(if different), which may affect the Grantee’s ability to acquire or sell Common Shares or ability to otherwise receive Common
Shares pursuant to an award under the Plan during such times as the Grantee is considered to have “material non-public information”
or other “inside information” regarding the Company or any Affiliate. Any restrictions under these laws or regulations
are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.
The Grantee acknowledges that it is the Grantee’s responsibility to be informed of and compliant with such regulations, and
should consult the Grantee’s personal advisor regarding such matters.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF,
the parties hereto have duly executed this Award Agreement as of the day and year first written above.


 


	 	NABORS INDUSTRIES, INC.
	 	 
	 	By:	                                                                       
	 	 	 
	 	 	 
	 	GRANTEE
	 	 
	 	            
	 	[NAME]




 






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