Exhibit 10.2


 


PIONEER DRILLING SERVICES, LTD.


ANNUAL
INCENTIVE COMPENSATION PLAN


 


FORM OF INCENTIVE COMPENSATION AWARD AGREEMENT


 


This Incentive Compensation Award Agreement (this “Agreement”)
is made as of                        ,
20   between Pioneer Drilling Services, Ltd., a Texas limited
partnership (the “Partnership”), and                      
(the “Participant”) under the Pioneer Drilling Services, Ltd. Annual Incentive
Compensation Plan (the “Plan”), a copy of which has been made available to the
Participant, and sets forth the terms, conditions and limitations applicable to
an Award to the Participant relative to Fiscal Year 20     .


 


This Agreement is subject to the Plan (which may be
amended from time to time), and the provisions of the Plan will govern where
there is any inconsistency between the Plan and this Agreement.  The provisions of the Plan are also the
provisions of this Agreement, and all terms, provisions and definitions set
forth in the Plan are incorporated into this Agreement and made a part of this
Agreement for all purposes.  Capitalized
terms used and not otherwise defined in this Agreement have the respective meanings
assigned to such terms in the Plan.


 


1.             Eligibility Level.  The
Committee hereby designates, and Participant acknowledges, that the Participant
shall be assigned to Eligibility Level          
under the Plan.


 


2.             Award Opportunity.  Attached
hereto as Exhibit A is an incentive determination worksheet which
describes the Performance Goal(s) applicable to this Agreement and the
percentage of the maximum Award to be paid, depending on what level(s) of the
Performance Goal(s) is or are achieved during the Plan Year and the exercise of
the Committee’s discretion under the Plan. 
The Partnership and the Participant acknowledge that the operating
results of the Partnership and its Affiliates during the Plan Year are
substantially uncertain, and, accordingly, it is substantially uncertain
whether the Performance Goal(s) will be satisfied during the Plan Year.


 


3.             Payment.  Subject to
the forfeiture provisions of Section 7 of the Plan, an Award will be paid to
the Participant following the conclusion of the Plan Year, upon the conditions
that (a) the Performance Goal(s) specified herein have been achieved and (b)
the Committee has reviewed and approved the Award and (c) the
Committee has not exercised its discretion to increase or reduce the amount of,
or cancel payment of, the Award. 
The Participant acknowledges that the Committee
retains the complete discretion under the Plan to determine the amount paid
pursuant to an Award, and the Committee may eliminate or reduce the payment
pursuant to an Award based on any factors it deems relevant.  Payment shall be made in the form of a lump-sum
cash payment as soon as practicable following the close of the Plan Year, but
not later than two and one-half months after the end of the Plan Year, provided that the Participant remains employed on the payment date for
the Award.


 


	
  PIONEER DRILLING SERVICES, LTD.

  	
   

  	
  PARTICIPANT

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  PDC MGMT. CO.,

  	
   

  	
   

  
	
   

  	
  its general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [Name]

  	
  [Name]

  	
   

  
	
   

  	
   

  	
   

  	
  [Title]

  	
   

  	
   

  
								



 





















 


Exhibit A to Incentive Compensation Award

Agreement dated as of                  ,
20     


 


Pioneer Drilling Services, Ltd.


Incentive Award Determination Worksheet


 


Fiscal 2006


 


[to come]


 


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