Exhibit 10.4


 


TERMINATION
AGREEMENT


 


This
Termination Agreement (this “Agreement”) is made and entered into as of August
5, 2005, by and between Wm. Stacy Locke (“Locke”) and Pioneer Drilling Company,
a Texas corporation (“Pioneer”).


 


WHEREAS, Locke
and Pioneer are parties to the Executive Employment Agreement dated as of April
25, 1995, as amended by the First Amendment to Executive Employment Agreement
dated as of November 16, 1998 by and between Locke and Pioneer and further
amended by the Second Amendment to Executive Employment Agreement dated as of
August 21, 2004 by and between Locke and Pioneer (as so amended, the “Employment
Agreement”); and


 


WHEREAS, on August
5, 2005, Pioneer’s Compensation Committee adopted the Pioneer Drilling Services,
Ltd. Executive Severance Plan (the “Severance Plan”), which is intended to (i) provide
some protection to Locke (among others) for loss of salary and benefits in the
event of certain involuntary terminations or changes in control of Pioneer and
(ii) supersede the terms of the Employment Agreement;


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


1.             Termination of Employment
Agreement and Release.  The Employment
Agreement and the obligations of Locke and Pioneer thereunder are hereby
terminated in their entirety, effective as of the date hereof.  Locke hereby unconditionally and irrevocably
releases and forever discharges, to the fullest extent permitted by applicable
law, Pioneer and all past, present and future officers, directors, employees,
agents, counsel, representatives and subsidiaries of Pioneer, respectively
(collectively, the “Released Parties”), from any and all liabilities,
obligations, claims, demands, actions or causes of action, suits, judgments or
controversies of any kind whatsoever under or pursuant to the Employment
Agreement (collectively, “Claims”) against Pioneer and its subsidiaries, if
any, or any of them that arises out of or is based on any act or failure to act
(including any act or failure to act that
constitutes ordinary or gross negligence or reckless or willful, wanton
misconduct), misrepresentation, omission, transaction, fact, event
or other matter occurring prior to the date hereof (whether based on any law,
statute, code, rule, regulation, judgment, decree, award authorization or other
requirement of any court, agency or other governmental authority or any right
of action, at law or in equity or otherwise, foreseen or unforeseen, matured or
unmatured, known or unknown, accrued or not accrued) under or pursuant to the
Employment Agreement (collectively, the “Matters”).  Locke further agrees not to file or bring any
suit, proceeding, claim, grievance or other action before any court, agency or
other governmental authority on the basis of or respecting any Claim concerning
any Matter against any Released Party.


 


2.             Competency.  Locke (a) acknowledges that he fully
comprehends and understands all the terms of this Agreement and their legal
effects and (b) expressly represents and warrants that (i) he has executed this
Agreement voluntarily and without reliance on any statement or representation
of any Released Party or its representatives and (ii) he had the opportunity to
consult with an attorney of his choice regarding this Agreement.


 





















 


3.             Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


4.             Severability.
If any provision of this Agreement is held invalid or unenforceable, all other
provisions will not be affected. With respect to the provision held invalid or
unenforceable, the parties to this Agreement will amend this Agreement as
necessary to effect the original intent of the parties to this Agreement as
closely as possible.


 


5.             Governing Law.
This Agreement shall be governed by and construed in accordance with the laws
of the state of Texas, without regard to principles of conflict of laws thereof
that would result in the application of the laws of any other jurisdiction.


 


[REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]


 





















 


IN WITNESS
WHEREOF, the undersigned has caused this Agreement to be duly signed as of the
date first above written.


 


	
   

  	
  WM. STACY LOCKE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wm. Stacy Locke

  	
   

  
	
   

  	
   

  	
  Wm. Stacy Locke

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PIONEER DRILLING COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ William D. Hibbetts

  	
   

  
	
   

  	
   

  	
  William D. Hibbetts

  	
   

  
	
   

  	
   

  	
  Senior Vice President, Chief
  Financial Officer

  and Secretary