gallegosdraftfinalagmt2






                                 EXECUTIVE EMPLOYMENT AGREEMENT               This EXECUTIVE EMPLOYMENT AGREEMENT  (“Agreement”)  is  entered  into on  July 18        2018, by and between Independence Contract Drilling, Inc., a Delaware corporation (“Company”),        and J. Anthony Gallegos, Jr. (“Executive”).                                       W I T N E S S E T H:               WHEREAS, effective as of the closing of the transactions contemplated by the Agreement        and  Plan  of  Merger  dated  July 18,  2018, among the  Company,  [Merger  Sub]  and Sidewinder        Drilling LLC (the “Merger Agreement”, and such closing, the “Closing” and such date of the        Closing,  the  “Closing  Date”), the Company  desires  to  employ,  and  Executive  desires  to  be        employed by the Company and its subsidiaries and affiliates, as applicable, on the terms set forth        in this Agreement;               NOW,  THEREFORE,    in  consideration  of  the  mutual  terms  and  agreements  set  forth        herein, the parties hereto agree as follows:               1.    Employment.  During the Employment Term (as defined below), the Company will        employ Executive, subject to the term and conditions of this Agreement, and Executive hereby        agrees effective upon closing of the transactions contemplated by the Merger  Agreement, to accept        employment by the Company or an affiliate subject to the terms and conditions of this Agreement,        during the Employment Term (as defined below).  .               2.    Term.  The “Employment  Term” shall  mean  the  period  commencing  on  the         Closing Date (the “Effective Date”) and ending on the third anniversary of the Effective Date;        provided, however, if neither party shall have  provided written notice of termination at least one        year prior to the scheduled expiration of the then current term of this Agreement (each such date        by  which  such  notice  must  be  provided,  a “Renewal  Date”),  the  Employment  Term  shall        automatically be extended for one additional years so as to expire two years from such Renewal        Date, in all cases subject to earlier termination as provided in Section 5.  Upon a Change of Control,        the Employment Term shall be automatically extended to the third anniversary of the Change of        Control.         Notwithstanding the foregoing or any provision of this Agreement to the contrary, it is understood        and agreed that this Agreement shall immediately and automatically terminate without liability or        obligation from either party upon the occurrence of the any of the following events:  (i) termination        of the Merger Agreement for any reason prior to the Closing; (ii) Executive ceases for any reason        to  be  employed  in  his  capacity  as  Chief  Executive  Officer  of  Sidewinder  Drilling  LLC  or  its        affiliates prior to the Closing or (iii) Executive commits an act of moral turpitude prior to the        Effective Date that the Board of Directors unanimously determines in its good faith judgment        makes  Executive  unfit  to  serve  as  Chief  Executive  Officer  of  the  Company  as  contemplated        hereunder               3.    Position and Duties.                     (a)   During the Employment Term, (A) Executive’s position (including status,              offices, titles and reporting requirements, authority, duties and responsibilities) shall be   4848-3783-0764.2  





 






                     Chief  Executive  Officer  reporting  to  the  Board  and  (B) Executive’s  services  shall  be              performed at the Company’s executive offices in Houston, Texas or other locations less              than 50 miles from such location.                     (b)   During the Employment Term and excluding any periods of vacation and              sick leave to which Executive is entitled, Executive agrees to devote the substantial portion              of his attention and time during normal business hours to the business and affairs of the              Company  and,  to  the  extent  necessary  to  discharge  the  responsibilities  assigned  to              Executive hereunder or the Board, to use Executive’s reasonable best efforts to perform              faithfully and efficiently such responsibilities.  During the Employment Term it shall not              be a violation of this Agreement for Executive to (A) serve on corporate, civic or charitable              boards  or  committees,  (B)  deliver  lectures,  fulfill  speaking  engagements  or  teach  at              educational institutions and (C) manage personal investments and business endeavors, so              long as such activities do not significantly interfere with the performance of Executive’s              responsibilities as an employee of the Company in accordance with this Agreement.  .               4.    Compensation and Related Matters.  During the Employment Term, Executive shall        be entitled to the following compensation and benefits:                     (a)   Salary.  Until  consummation  of  the  transactions  contemplated  by  the              Contribution Agreement, the Company shall pay to Executive a total annual base salary of              $425,000  (which  salary  may  be  increased  (but  not  decreased)  by  the  Company  in  its              discretion) (“Base Salary”), payable in accordance with the normal payroll practices of the              Company.  During the Employment Term, the Base Salary shall be reviewed by the Board              of Directors of the Company (the “Board”) at least annually; provided, however, that a              salary increase shall not necessarily be awarded as a result of such review.  Any increase              in Base Salary may not serve to limit or reduce any other obligation to Executive under              this Agreement.  Base Salary shall not be reduced after any such increase.  The term Base              Salary as utilized in this Agreement shall refer to Base Salary as so increased.                     (b)   Bonus.  Executive shall be eligible for an annual bonus and other annual              incentive  compensation  (collectively,  the “Annual  Bonus”)  for  each  fiscal  year  of  the              Company during the Employment Term, in accordance with the Company’s bonus plan for              senior executives of the Company.  The Annual Bonus shall be based upon a target amount              of 100% of Base Salary, based upon performance criteria established by the Board in its              sole discretion, and notwithstanding the foregoing, shall be payable in the sole discretion              of the Board.  Each such Annual Bonus shall be paid no later than March 15 of the year              following the year for which the Annual Bonus is earned, unless Executive shall elect to              defer  the  receipt  of  such  Annual  Bonus  pursuant  to  a  Company-sponsored  deferred              compensation plan in effect or the bonus plan provides for a different payment date.                     (c)   Expenses.  Executive shall be entitled to receive prompt reimbursement for              all  reasonable  and  necessary  expenses  incurred  by  Executive  in  performing  services              hereunder, including all travel and living expenses while away from home on business or              at  the  request  of  and  in  the  service  of  the  Company,  provided  that  such  expenses  are              incurred and accounted for in accordance with the policies and procedures established by              the  Company.  Notwithstanding  any  provision  of  this  Agreement  to  the  contrary,  the                                              2  4848-3783-0764.2  





 






                     amount of expenses for which Executive is eligible to receive reimbursement during any              given taxable year of Executive shall not affect the amount of expenses for which Executive              is  eligible  to  receive  reimbursement  during  any  other  taxable  year  of  Executive.               Reimbursement of expenses under this Section 4(c) shall be made within thirty (30) days              following submission of a completed expense reimbursement form (but in no event later              than the last day of the calendar year following the calendar year in which the expense was              incurred).  The  right  to  reimbursement  pursuant  to  this  Section 4(c) is  not  subject  to              liquidation or exchange for another benefit.                     (d)   Benefits.  Executive shall be eligible to participate in or receive benefits              under any group health or other executive benefit plan or arrangement made available by              the Company to its senior executive officers, subject to and on a basis consistent with the              terms, conditions and overall administration of such plans and arrangements.                     (e)   Vacations.  Executive shall be entitled to a minimum of four weeks paid              vacation  and  holidays  in  accordance  with  the  policies,  programs  and  practices  of  the              Company as in effect from time to time.                     (f)   Restricted  Stock  and  Options  and  other  Equity  Compensation.  Upon              Execution of this Agreement, Executive will be granted the long-term incentive awards              described on Appendix A to this Agreement.  Executive also shall participate in any annual              or  special  equity  compensation  or  long-term  compensation  plans  and  programs  made              available to the senior executive officers of the Company.               5.    Termination.  Executive’s employment hereunder may be terminated during the        Employment Term under the following circumstances:                     (a)   Death.  Executive’s  employment  hereunder  shall  terminate  upon              Executive’s death.                     (b)   Disability.  Executive’s  status  as  an  executive  and  employee  of  the              Company may be terminated for “Disability”, and Executive will be deemed “Disabled”,              if  Executive  shall  have  been  unable  to  substantially  perform  Executive’s  duties  as  an              executive of the Company or any subsidiary thereof as a result of sickness or injury, with              or without reasonable accommodation, and shall have remained unable to perform any such              duties  for  a  period  of  more  than  120 days  in  any  12-month  period.  If  the  Company              determines that Executive has become Disabled, the Company shall notify Executive of its              determination.  Executive may then request an accommodation from the Company to assist              in his/her return to work.  The Company will determine whether Executive’s request can              be accommodated without undue hardship no later than 30 days after Executive requests              an  accommodation.  In  the  event  Executive’s  request  cannot  be  accommodated,  the              Company may, by notice given in the manner provided in this Agreement, terminate the              status of Executive as an executive and employee of the Company.  Any such termination              shall become effective 30 days after such notice of termination is given, unless within such              30-day  period,  Executive  becomes  capable  of  rendering  services  of  the  character              contemplated hereby (and a physician chosen by the Company so certifies in writing) and              Executive in fact resumes such services.                                               3  4848-3783-0764.2  





 






                           (c)   Cause.  The  Company  may  terminate  Executive’s  employment  with  or              without Cause.  For purposes of this Agreement, “Cause” shall mean Executive’s:                           (i)   willful and continued failure to comply with the reasonable written                    directives of the Company for a period of thirty (30) days after written notice from                    the Company;                           (ii)  willful and persistent inattention to duties for a period of thirty (30)                    days  after  written  notice  from  the  Company,  or  the  commission  of  acts  within                    employment  with  the  Company  amounting  to  gross  negligence  or  willful                    misconduct;                           (iii) misappropriation  of  funds  or  property  of  the  Company  or                    committing any fraud against the Company or against any other person or entity in                    the course of employment with the Company;                           (iv)  misappropriation  of  any  corporate  opportunity,  or  otherwise                    obtaining personal profit from any transaction which is adverse to the interests of                    the Company or to the benefits of which the Company is entitled;                           (v)   conviction of a felony involving moral turpitude;                           (vi)  willful failure to comply in any material respect with the terms of                    this Agreement and such non-compliance continues uncured after thirty (30) days                    after written notice from the Company; or                           (vii) chronic substance abuse, including abuse of alcohol, drugs or other                    substances or use of illegal narcotics or substances, for which Executive fails to                    undertake treatment immediately after requested by the Company or to complete                    such treatment and which abuse continues or resumes after such treatment period,                    or  possession  of  illegal  narcotics  or  substances  on  Company  premises  or  while                    performing Executive’s duties and responsibilities.         For purposes of this definition, no act, or failure to act, by Executive will be considered “willful”        if done, or omitted to be done, by Executive in good faith and in the reasonable belief that the act        or omission was in the best interest of the Company or required by applicable law.         Any termination during the Employment Term by the Company for Cause shall be communicated        by Notice of Termination to the other party hereto given in accordance with Section 9 of this        Agreement.  For purposes of this Agreement, a “Notice of Termination” means a written notice        which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the        extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a        basis for termination of Executive’s employment under the provision so indicated and (iii) if the        Date of Termination (as defined below) is other than the date of receipt of such notice, specifies        the termination date (which date shall be not more than 30 days after the giving of such notice).         The failure by the Company to set forth in the Notice of Termination any fact or circumstance        which contributes to a showing of Cause shall not waive any right of the Company from asserting        such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.  “Date of                                              4  4848-3783-0764.2  





 






               Termination” shall  mean  the  date  that employment  with  the  Company  and  its  affiliates  is        terminated in all respects for any reason.                     (d)   Good Reason.  Executive may terminate Executive’s employment without              Good  Reason  or  for  Good  Reason.  For  purposes  of  this  Agreement,  the  term “Good              Reason” shall mean without the express written consent of Executive, the occurrence of              any of the following:                           (i)   any  action  or  inaction  that  constitutes  a  material  breach  by  the                    Company of this Agreement and such action or inaction continues uncured after                    thirty (30) days following written notice from Executive;                           (ii)  the assignment to Executive of any duties inconsistent in any respect                    with Executive’s  position  (including  status,  offices,  titles  and  reporting                    requirements), authority, duties or responsibilities as contemplated by Section 3(a)                    of  this  Agreement,  or  any  other  action  by  the  Company  which  results  in  a                    diminution in such position, authority, duties or responsibilities, excluding for this                    purpose an isolated, insubstantial and inadvertent action not taken in bad faith and                    which is remedied by the Company within 30 days of  receipt of written notice                    thereof given by Executive;                           (iii) any  failure  by  the  Company  to  comply  with  the  provisions  of                    Section 4 of this Agreement, other than an isolated, insubstantial and inadvertent                    failure not occurring in bad faith and which is remedied by the Company as soon                    as  reasonable  possible,  but  no  later  than  30  days  after  receipt  of  written  notice                    thereof given by Executive;                           (iv)  a  change  in  the  geographic  location  at  which  Executive  must                    perform services to a location more than fifty (50) miles from Houston, Texas or                    the location at which Executive normally performs such services as of the Effective                    Date; or                           (v)   in the event a Change of Control (as defined in Section 6(b)(v)) has                    occurred, the assignment to Executive to any position (including status, offices,                    titles and reporting requirements), authority, duties or responsibilities that are not                    (A) as a senior executive officer with the ultimate parent company of the entity                    surviving or resulting from such Change of Control and (B) substantially identical                    to Executive’s position (including status, offices, titles and reporting requirements),                    authority, duties and responsibilities as contemplated by this Agreement.         Notwithstanding anything herein to the contrary, the interim assignment of Executive’s position,        authority, duties, or responsibilities to any person while Executive is absent from his duties during        any of the 120 days set forth under the definition of Disability shall not constitute a Good Reason        for  Executive  to  terminate  his  employment  with  the  Company.  In  addition, Executive’s        termination  of  employment  shall  not  constitute  Good  Reason  unless  Executive  notifies  the        Company of the condition or event constituting Good Reason within ninety days (90) days of the        condition’s  occurrence  (unless  unknown  to  Executive)  and  the  Company  fails  to  cure  the                                               5  4848-3783-0764.2  





 






               conditions, to the extent curable, specified in the notice within thirty (30) days following such        notification, and such termination occurs no later than 90 days following expiration of such cure        period.  Any termination during the Employment Term by Executive for Good Reason shall be        communicated by Notice of Termination to the other party hereto given in accordance with Section        9 of the Agreement.               6.    Compensation Upon Termination.  In the event that Executive’s employment under        this Agreement terminates during the Employment Term for any reason, the Company will pay to        Executive (a) subject to Section 10 (Compliance with Section 409A of the Code), in a single lump        sum payment, in accordance with the normal payroll practices of the Company (or such earlier        date as may be required by applicable law), the aggregate amount of (i) any earned but unpaid        Base  Salary  and  (ii)  accrued  but  unpaid  vacation  pay  through the  Date  of  Termination;  (b) in        accordance with Section 4(c) above, any unreimbursed business expenses incurred prior to the        Date of Termination that are reimbursable in accordance with Section 4(c) above, and (c) such        employee benefits, if any, as to which Executive may be entitled pursuant to the terms governing        such benefits, payable in accordance with the terms of the applicable plan or other arrangement        governing  such  benefits  (collectively,  the “Accrued  Obligations”).  Payment  of  the  Accrued        Obligations shall be the only compensation paid to Executive under this Agreement in the event        of termination of employment due to death or Disability.                     (a)   For  Cause  or  Without  Good  Reason.  If  Executive’s  employment  is              terminated by the Company for Cause or by Executive without Good Reason, the Company              shall  pay  Executive  the  Accrued  Obligations,  and  the  Company  shall  have  no  further              obligations to Executive under this Agreement.                     (b)   Without Cause or For Good Reason Not in Contemplation of a Change of              Control.  If Executive’s employment is terminated by the Company without Cause (other              than for Disability) or by Executive for Good Reason, and in each case not “in connection              with a Change of Control” (as defined in Section 6(b)(v)), in addition to payment of the              Accrued  Obligations,  Executive  shall  be  entitled  to  the  following  additional  benefits              (collectively, the “Other Benefits”):                           (i)   Executive shall be entitled to receive a single lump sum payment of                    the following, which amount shall be paid at the time provided in Section 6(d):                                 A.    Any earned but unpaid Annual Bonus related to the calendar                          year prior to the calendar year in which the Date of Termination occurs plus;                                 B.    the product of (x) the target Annual Bonus for the fiscal year                          during  which  termination  of  employment  occurs,  and  (y)  a  fraction,  the                          numerator of which is the number of days in the current fiscal year through                          the Date of Termination, and the denominator of which is 365.                                 C.    An amount equal to the Severance Multiple (as defined in                          Section 6(b)(vi) multiplied by the sum of (1) Executive’s Base Salary (at                          the rate in effect as of the Date of Termination) and the target Annual Bonus                          for the fiscal year during which termination of employment occurs.                                               6  4848-3783-0764.2  





 






                                 (ii)  All  benefits  under  the  Company’s  equity  or  long-term  incentive                    compensation plan, including all stock options, restricted stock units and restricted                    stock held by Executive, not already vested, shall be 100% vested.                           (iii) For a period of 18 months from Executive’s Date of Termination the                    Company shall continue to provide to Executive and/or Executive’s dependents the                    same level of medical and dental benefits equal to those which would have been                    provided to them in accordance with the plans, programs, practices and policies                    described in Section 4(d) of this Agreement if Executive’s employment had not                    been terminated and shall reimburse Executive for the premiums Executive pays                    for such medical and dental benefits for up to 18 months following the Date of                    Termination as  provided in  Section 6(f),  and provided further, that if Executive                    becomes re-employed by another employer and is eligible to receive medical or                    dental  benefits  under  another  employer  provided  plan,  the  medical  or  dental                    benefits described herein shall be secondary to those provided under such other                    plan during such applicable period of eligibility.                           (iv)  A termination shall be deemed to be “in connection with a Change                    of Control” if such termination occurs during the period beginning on the date that                    is (1) twelve (12) months prior to a Change of Control occurring and (2) ending on                    the second anniversary of the date of consummation of the Change of Control.                           (v)   “Change of Control” shall mean:                                 A.    The acquisition by any individual, entity or group (within the                          meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of                          1934, as  amended  (the “Exchange  Act”))  (a “Person”)  of  beneficial                          ownership  (within  the  meaning  of  Rule  13d-3  promulgated  under  the                          Exchange Act) of 50 percent  or more of either (A) the then outstanding                          shares  of  common  stock  or  membership  interests  of  the  Company  (the                          “Outstanding  Company  Common  Stock”)  or  (B)  the  combined  voting                          power of the then outstanding voting securities of the Company entitled to                          vote generally in the election of directors or managers (the “Outstanding                          Company Voting Securities”); provided, however, that for purposes of this                          subsection A, the following acquisitions shall not constitute a Change of                          Control:  (1) any acquisition directly from the Company or any acquisition                          by the Company; or (2) any acquisition by any employee benefit plan (or                          related trust) sponsored or maintained by the Company or any corporation                          controlled  by  the  Company;  or  (3)  any  acquisition  by  any  corporation                          pursuant  to  a  transaction  that  complies  with  clauses  (1),  (2)  and  (3)  of                          subsection C of this definition; or                                 B.    Individuals, who, as of the Effective Date (the “Incumbent                          Board”) cease for any reason to constitute at least a majority of the Board;                          provided, however, \that any individual becoming a director subsequent to                          the Effective  Date whose  election,  or  nomination  for  election  by  the                          Company’s stockholders or members, was approved by a vote of at least a                                              7  4848-3783-0764.2  





 






                                 majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be                          considered  as  though  such  individual  was  a  member  of  the  Incumbent                          Board, but excluding, for purpose of this Section 6(b)(v)(B)(2), any such                          individual whose initial assumption of office occurs as a result of an actual                          or  threatened  election  contest  with  respect  to  the  election  or  removal  of                          directors or other actual or threatened solicitation of proxies or consents by                          or on behalf of a Person other than the Board; or                                 C.    Consummation of a reorganization, merger or consolidation                          or sale or other disposition of all or substantially all of the assets of the                          Company (a “Corporate Transaction”) in each case, unless, following such                          Corporate  Transaction,  (1)  all  or  substantially  all  of  the  individuals  and                          entities who were the beneficial owners, respectively, of the Outstanding                          Company  Common  Stock  and  Outstanding  Company  Voting  Securities                          immediately prior to such Corporate Transaction beneficially own, directly                          or indirectly, more than 60 percent of, respectively, the then outstanding                          shares  of  common  stock  and  the  combined  voting  power  of  the  then                          outstanding voting securities entitled to  vote generally in  the election of                          directors,  as  the  case  may  be,  of  the  corporation  resulting  from  such                          Corporate Transaction (including, without limitation, a corporation that as                          a result of such transaction owns the Company or all or substantially all of                          the Company’s assets either directly or through one or more subsidiaries) in                          substantially the same proportions as their ownership, immediately prior to                          such Corporate Transaction, of the Outstanding Company Common Stock                          and the Outstanding Company Voting Securities, as the case may be, (2) no                          Person  (excluding  any  corporation  resulting  from  such  Corporate                          Transaction or any employee benefit plan (or related trust) of the Company                          or such corporation resulting from such Corporate Transaction) beneficially                          owns, directly or indirectly, 20 percent or more of, respectively, the then                          outstanding shares of common stock of the corporation resulting from such                          Corporate  Transaction  or  the  combined  voting  power  of  the  then                          outstanding voting securities of such corporation except to the extent that                          such ownership existed prior to the Corporate Transaction and (3) at least a                          majority  of  the  members  of  the  board  of  directors  of  the  corporation                          resulting from such Corporate Transaction were members of the Incumbent                          Board at the time of the execution of the initial agreement, or of the action                          of the Board, providing for such Corporate Transaction; or                                 D.    Approval by the stockholders of the Company of a complete                          liquidation or dissolution of the Company.                           (vi)  “Severance  Multiple”,  for  purposes  of  calculating  the  Other                    Benefits due under this Section 6(b), shall be two (2) times, and for purposes of                    calculating the Other Benefits due under Section 6(c) shall be two (2) times.  In                    addition, target Annual Bonus for purpose of calculating the Other Benefits due                    under Section 6(c) shall mean the target Annual Bonus for the fiscal year in which                    termination of employment occurred.                                              8  4848-3783-0764.2  





 






                           (c)   Without  Cause  or  For  Good  Reason  in  Contemplation  of  a  Change  of              Control.  If Executive’s employment is terminated by the Company without Cause or by              Executive for Good Reason, and in each case “in connection with a Change of Control”, in              addition to the payment of the Accrued Obligations, Company shall pay to Executive the              Other Benefits.                     (d)   Release of Claims.  Notwithstanding any other provisions of this Agreement              to the contrary, in consideration for receiving the severance benefits described in Section              6(b) or (c), Executive hereby agrees to execute (and not revoke) a release in substantially              the form attached hereto as Appendix B (the “Release”).  If Executive is not a “specified              employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as              amended (the “Code”) and Final Department of Treasury Regulations issued thereunder              (collectively, “Section  409A”)  at  the  time  of  termination  of  Executive’s  employment              (“Specified Employee”), and Executive has timely signed and delivered to the Company,              by the deadline established by the Company, the Release, which has become irrevocable              by the time set forth below, the Company shall pay Executive the lump sum cash severance              benefits described in Section 6(b) or (c) on the date that is sixty (60) days following the              date  of  Executive’s “separation  from  service” within  the  meaning  of  Section  409A              (“Separation From Service”).  In the event that Executive is a Specified Employee and              Executive has timely signed and delivered to the Company, by the deadline established by              the Company, the Release, which has become irrevocable by the time set forth below, the              Company  shall  pay Executive the  lump  sum  cash  severance  benefits  described  in              Section 6(b) or (c) on the date that is six (6) months following the date of Executive’s              Separation From Service.  Whether Executive is or is not a Specified Employee, Executive              will not be paid the lump sum cash severance benefits described in Section 6(b) or (c) or              entitled to the benefits described in Section 6(b)(ii) or (iii) (except for Executive’s rights              under section 4980B of the Code and the Consolidated Omnibus Budget Reconciliation              Act  of  1985,  as  amended  (“COBRA”))  and  Executive  shall  forfeit  any  right  to  such              payments and benefits, unless (i) Executive has signed and delivered to the Company the              Release and (ii) the period for revoking the Release shall have expired (in the case of both              clauses  (i)  and  (ii))  prior  to  the  date  that  is  60  days  following  the  date  of  Executive’s              Separation From Service.  If Executive fails to properly execute and deliver such release              (or revokes the Release), Executive agrees that Executive shall not be entitled to receive              the severance benefits described in Section 6(b) or (c) or entitled to the benefits described              in Section 6(b)(ii) or (iii) (other than COBRA benefits).  For purposes of this Agreement,              a  Release  shall  be  considered  to  have  been  executed  by  Executive  if  it  is  signed  by              Executive’s  legal  representative,  in  the  case  of  Executive’s  Disability  or  on  behalf  of              Executive’s estate in the case of Executive’s death.                     (e)   Termination of Offices and Directorships.  Upon termination of Executive’s              employment for any reason, unless otherwise specified in a written agreement between              Executive and the Company, Executive shall be deemed to have resigned from all offices,              directorships, and other employment positions then held with the Company or its affiliates,              if any, and shall take all actions reasonably requested by the Company to effectuate the              foregoing.                                               9  4848-3783-0764.2  





 






                           (f)   Reimbursement  of  Premiums.  During  the  period  that  the  Company  is              required to continue coverage in the Company’s group medical plan and the Company’s              group dental plan (collectively, the “Group  Plan”) as  provided in  Section 6(b)(iii) and              Executive continues and pays the premium for such coverage to continue Executive’s and              any  qualifying  dependent’s  Group  Plan  coverage  (“Coverage”)  the  Company  will              reimburse Executive the amount of the cost of the Coverage for up to 18 months Executive              maintains such Coverage.  Any reimbursements by the Company to Executive required              under this Section 6(f) shall be made on the last day of each month Executive pays the              amount required for such Coverage, for up to the first 18 months of Coverage.  If Executive              is  a  Specified  Employee  at  the  time  of  termination  and  the  benefits  specified  in  this              Section 6(f) are taxable to Executive and not otherwise exempt from Section 409A then              any amounts to which Executive would otherwise be entitled under this Section 6(f) during              the first six months following the date of Executive’s Separation From Service shall be              accumulated and paid to Executive on the date that is six months following the date of              Executive’s Separation From Service.  Except for any reimbursements under the applicable              Group Plan that are subject to a limitation on reimbursements during a specified period,              the  amount  of  expenses  eligible  for  reimbursement  under  this  Section 6(f),  or  in-kind              benefits provided, during Executive’s taxable year shall not affect the expenses eligible for              reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive.               Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(f) shall              not be subject to liquidation or exchange for another benefit.               7.    Nondisclosure and Noncompetition.                     (a)   Certain Definitions.  For purposes of this Agreement, the following terms              shall have the following meanings:                           (i)   “Confidential Information” means any information, knowledge or                    data of any nature and in  any form  (including information  that is  electronically                    transmitted or stored on any form of magnetic or electronic storage media) relating                    to the past, current or prospective business or operations of the Company, that is                    not generally known to persons engaged in a business similar to that conducted by                    the Company, whether produced by the Company or any of its consultants, agents                    or  independent  contractors  or  by  Executive,  and  whether  or  not  marked                    confidential.  Confidential information does not include information that (1) at the                    time of disclosure is, or thereafter becomes, generally available to the public, (2)                    prior to or at the time of disclosure was already in the possession of Executive, (3)                    is obtained by Executive from a third party not in violation of any contractual, legal                    or fiduciary obligation to the Company with respect to that information or (3) is                    independently  developed  by  Executive,  but  not  including  the  confidential                    information provided by the Company.                           (ii)  “Restricted Business” means the oil and natural gas land contract                    drilling business conducted in the United States of America.                     (b)   Nondisclosure  of  Confidential  Information.  Executive  shall  hold  in  a              fiduciary capacity for the benefit of the Company all Confidential Information which shall                                              10  4848-3783-0764.2  





 






                     have been obtained by Executive during Executive’s employment (whether prior to or after              the Effective Date) and shall not use such Confidential Information other than within the              scope of Executive’s employment with and for the exclusive benefit of the Company.  At              the end of the Employment Term, Executive agrees (i) not to communicate, divulge or              make available to any person or entity (other than the Company) any such Confidential              Information, except (A) upon the prior written authorization of the Company, (B) as may              be required by law or legal process, (C) as reasonably necessary in connection with the              enforcement of any right or remedy related to this Agreement, or (D) unless no longer              Confidential Information, and (ii) to deliver promptly to the Company any Confidential              Information in Executive’s possession, including any duplicates thereof and any notes or              other records Executive has prepared with respect thereto.  In the event that the provisions              of any applicable law or the order of any court would require Executive to disclose or              otherwise make available any Confidential Information then Executive shall, to the extent              practicable,  give  the  Company  prior  written  notice of  such  required  disclosure  and  an              opportunity to contest the requirement of such disclosure or apply for a protective order              with respect to such Confidential Information by appropriate proceedings.                     (c)   Covenant  Not  to  Compete.  In  consideration  of  the  provision  of  the              Confidential  Information  during  the  term  of  this  Agreement  and  the  stock  options,              restricted stock and restricted stock unit awards and other compensation provided herein,              Executive  agrees  that  during  the  period  of  his  employment  by  the  Company  and, if              Executive’s employment is terminated hereunder for any reason prior to expiration of the              Employment  Term, during  the  twenty-four (24)  month period  following the  Date  of              Termination:                           (i)   Executive shall not, directly or indirectly, for himself or others, own,                    manage, operate, control or participate in the ownership, management, operation or                    control of any business, whether in corporate, proprietorship or partnership form or                    otherwise,  that is  engaged,  directly  or  indirectly,  in  the  United  States  in  the                    Restricted Business; provided, however, that the restrictions contained herein shall                    not restrict the acquisition by Executive of less than 2% of the outstanding capital                    stock  of  any  publicly traded  company  engaged  in  a  Restricted  Business  or                    Executive from being employed by an entity in which the majority of such entity’s                    revenues on a consolidated basis determined in accordance with generally accepted                    accounting principles are from activities  and businesses that do not constitute a                    Restricted Business; and                           (ii)  Executive  shall  not,  directly  or  indirectly  (other  than  in  the                    performance of Executive’s duties under this Agreement) (A) solicit any individual,                    who, at the time of time of such solicitation is an executive of the Company or its                    affiliates, to leave such employment or hire, employ or otherwise engage any such                    individual (other than employees of the Company or its affiliates who respond to                    general  advertisements  for  employment  in  newspapers or  other  periodicals  of                    general circulation (including trade journals)), or (B) cause, induce or encourage                    any  material  actual or prospective  client,  customer, supplier, landlord,  lessor or                    licensor of the Company or its affiliates to terminate or modify any such actual or                    prospective contractual relationship that exists on the Date of Termination.                                              11  4848-3783-0764.2  





 






                           (d)   Injunctive Relief; Remedies.  The covenants and undertakings contained in              this Section 7 relate to matters which are of a special, unique and extraordinary character              and a violation of any of the terms of this Section 7 will cause irreparable injury to the              Company, the amount of which will be impossible to estimate or determine and which              cannot be adequately compensated.  Accordingly, the remedy at law for any breach of this              Section 7 may be inadequate.  Therefore, notwithstanding anything to the contrary, the              Company will be entitled to an injunction, restraining order or other equitable relief from              any court of competent  jurisdiction in the event of any breach of any provision of this              Section 7 without the necessity of proving actual damages or posting any bond whatsoever.               The rights and remedies provided by this Section 7 are cumulative and in addition to any              other rights and remedies which the Company may have hereunder or at law or in equity.               The  parties  hereto  further  agree  that,  if  any  court  of  competent  jurisdiction  in  a  final              nonappealable judgment determines that a time period, a specified business limitation or              any other relevant  feature of this  Section 7 is  unreasonable, arbitrary or  against public              policy, then a lesser time period, geographical area, business limitation or other relevant              feature which is determined by such court to be reasonable, not arbitrary and not against              public policy may be enforced against the applicable party.                     (e)   Governing  Law  of  this  Section  7;  Consent  to  Jurisdiction.  Any  dispute              regarding the reasonableness of the covenants and agreements set forth in this Section 7,              or the territorial scope or duration thereof, or the remedies available to the Company upon              any breach of such covenants and agreements, shall be governed by and interpreted in              accordance  with  the  laws  of  the  state  in  which  the  prohibited  competing  activity  or              disclosure occurs, and, with respect to each such dispute, the Company and Executive each              hereby irrevocably consent to the exclusive jurisdiction of the State of Texas for resolution              of such dispute, and further agree that service of process may be made upon Executive in              any legal proceeding relating to this Section 7 by any means allowed under the laws of              such state.                     (f)   Executive’s Understanding of this Section.  Executive hereby represents to              the Company that Executive has read and understands, and agrees to be bound by, the terms              of this Section 7.  Executive acknowledges that the geographic scope and duration of the              covenants contained in Section 7(c) are the result of arm’s-length bargaining and are fair              and reasonable in light of (i) the importance of the functions performed by Executive and              the length of time it would take the Company to find and train a suitable replacement, (ii)              the nature and wide geographic scope of the operations of the Company, (iii) Executive’s              level  of  control  over  and  contact  with  the  Company’s  business  and  operations  in  all              jurisdictions  where  they  are  located,  and  (iv)  the  fact  that  the  Restricted  Business  is              conducted  throughout  the  geographic  area  where  competition  is  restricted  by  this              Agreement.  It is the desire and intent of the parties that the provisions of this Agreement              be enforced to the fullest extent permitted under applicable law, whether now or hereafter              in effect and therefore, to the extent permitted by applicable law, the parties hereto waive              any provision of applicable law that would render any provision of this Section 7 invalid              or unenforceable.               8.    Certain Tax Matters.                                               12  4848-3783-0764.2  





 






                           (a)   Notwithstanding any other provision of this Agreement to the contrary, if              any portion of the payments or benefits provided to or for the benefit of Executive under              this Agreement or which Executive otherwise receives or is entitled to receive from the              Company or any successor would be subject to the excise tax imposed by Section 4999 of              the Code, or any interest, penalties or additions to tax with respect to such excise tax (such              excise tax, together with any interest, penalties or additions to tax with respect to such              excise tax, is herein collectively referred to as the “Excise Tax”), all such payments and              benefits  being  collectively  referred  to  herein  as  the “Total  Payments”,  then,  except  as              otherwise provided in Section 8(b), the Total Payments shall be reduced (but not below              zero) or eliminated (as further provided for in Section 8(c)) to the extent the Independent              Tax Advisor (as hereinafter defined) shall reasonably determine is necessary so that no              portion of the Total Payments shall be subject to the Excise Tax.                     (b)   Notwithstanding  the  provisions  of  Section  8(a),  if  the  Independent  Tax              Advisor reasonably determines that Executive would receive, in the aggregate, a greater              amount of the Total Payments on an after-tax basis (after including and taking into account              all applicable federal, state, and local income, employment and other applicable taxes and              the  Excise  Tax)  if  the  Total  Payments  were  not  reduced  or  eliminated  pursuant  to              Section 8(a), then no such reduction or elimination shall be made notwithstanding that all              or any portion of the Total Payments may be subject to the Excise Tax.                     (c)   For purposes of determining which of Section 8(a) and Section 8(b) shall              be  given  effect,  the determination of which of the Total  Payments  shall be reduced or              eliminated  to  avoid  the  Excise  Tax  shall  be  made  by  the  Independent  Tax  Advisor,              provided that the Independent Tax Advisor shall reduce or eliminate, as the case may be,              the Total Payments in the following order (and within the category described in each of the              following  Sections  8(c)(i)  through  8(c)(v),  in  reverse  order  beginning  with  the  Total              Payments which are to be paid farthest in time except as otherwise provided in Section              8(c):                           (i)   by first reducing or eliminating the portion of the Total Payments                    otherwise due and which are not payable in cash (other than that portion of the Total                    Payments subject to Sections 8(c)(iv) and 8(c)(v));                           (ii)  then by reducing or eliminating the portion of the Total Payments                    otherwise due and which are payable in cash (other than that portion of the Total                    Payments subject to Sections 8(c)(iii);                           (iii) then by reducing or eliminating the portion of the Total Payments                    otherwise  due  to  or  for  the  benefit  of  Executive  pursuant  to  the  terms  of  this                    Agreement and which are payable in cash;                           (iv)  then by reducing or eliminating the portion of the Total Payments                    otherwise  due  that  represent  equity-based  compensation,  such  reduction  or                    elimination to be made in reverse chronological order with the most recent equity-                   based compensation awards reduced first; and                                               13  4848-3783-0764.2  





 






                                 (v)   then by reducing or eliminating the portion of the Total Payments                    otherwise  due  to  or  for  the  benefit  of  Executive  pursuant  to  the  terms  of  this                    Agreement and which are not payable in cash.                     (d)   The  Independent Tax  Advisor  shall  provide  its  determinations,  together              with detailed supporting calculations and documentation, to the Company and Executive              for  their  review  no  later  than  ten  (10)  days  after  the  Date  of  Termination.  The              determinations  of  the  Independent Tax  Advisor  under  this  Section  8  shall,  after  due              consideration  of  the  Company’s  and  Executive’s  comments  with  respect  to  such              determinations and the interpretation and application of this Section 8, be final and binding              on all parties hereto absent manifest error.  The Company and Executive shall furnish to              the  Independent  Tax Advisor such information  and documents  as  the  Independent  Tax              Advisor may reasonably request in order to make the determinations required under this              Section 8.                     (e)   For purposes of this Section 8, “Independent Tax Advisor” shall mean a              lawyer  with  a  nationally  recognized  law  firm,  a  certified  public  accountant  with  a              nationally  recognized  accounting  firm,  or  a  compensation  consultant  with  a  nationally              recognized actuarial and benefits consulting firm, in each case with expertise in the area of              executive  compensation  tax  law,  who  shall  be  selected  by  the  Company  and  shall  be              acceptable to Executive (Executive’s acceptance not to be unreasonably withheld), and all              of whose fees and disbursements shall be paid by the Company.               9.    Notice.  All notices hereunder must be in writing and shall be deemed to have been        given  when  personally  delivered  to  the  designated  individual,  or  (unless  otherwise  specified)        mailed or sent by (a) United States certified or registered mail, postage prepaid, return receipt        requested, (c) a nationally recognized overnight courier service with confirmation of receipt or (d)        facsimile transmission with confirmation of receipt.               All such notices must be addressed as follows or to such other address as to which any        party hereto may have notified the other in writing.                     To the Company:                     11601 Galayda                    Houston, Texas  77066                    Attn:  Chairman of the Board                     To Executive:                     At Executive’s then current address shown in the Company’s records.         or to such other address as any party may have furnished to the others in writing in accordance        herewith, except that notices of change of address shall be effective only upon receipt.               10.   Compliance with Section 409A of the Code.                                               14  4848-3783-0764.2  





 






                           (a)   Notwithstanding  anything  to  the  contrary  in  this  Agreement,  no              compensation  or  benefits,  including  without  limitation  the  severance  payments  and              benefits under Section 6 will be paid to Executive if Executive is a Specified Employee              until the six-month anniversary of Executive’s Separation From Service to the extent that              paying such amounts at the time or times indicated in this Agreement would result in a              prohibited distribution under Section 409A(a)(2)(B)(i) of the Code.                     (b)   To the extent applicable, this Agreement shall be interpreted and applied              consistent and in accordance with Section 409A.  The parties agree to act in good faith in              complying with the requirements of Section 409A.  For purposes of this Agreement, all              references  to “termination”, “termination  of  employment”,  Date  of  Termination  and              correlative  phrases  shall  mean  a  Separation  From  Service.  In  the  event  additional              regulations  or  other  guidance  are  issued  under  Section  409A  or  a  court  of  competent              jurisdiction provides additional authority concerning the application of Section 409A with              respect to the payments described in this Agreement, then the parties agree to act in good              faith to amend the provisions of this Agreement to permit such payments to be made at the              earliest  time  permitted  under  such  additional  regulations,  guidance  or  authority  that  as              closely as practicable achieves the original intent of this Agreement.                     (c)   To  the  extent  permitted  under  Section  409A,  any  separate  payment  or              benefit  under  this  Agreement  or  otherwise  shall  not  be  deemed “nonqualified  deferred              compensation” subject to Section 409A to the extent provided in the exceptions in Treasury              Regulation  §1.409A-1(b)(9)  or  any  other  applicable  exception  or  provision  of  Section              409A.                     (d)   To the extent that any payments or reimbursements provided to Executive              under this Agreement are deemed to constitute compensation to which Treasury Regulation              §1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to Executive              reasonably promptly, but not later than December 31 of the  year following the  year in              which  the  expense  was  incurred.  The  amounts  of  any  such  payments  eligible  for              reimbursement in one year shall not affect the payments or expenses that are eligible for              payment  or  reimbursement  in  any  other  taxable  year,  and  Executive’s  right  to  such              payments or reimbursement shall not be subject to liquidation or exchange for any other              benefit.               11.   Miscellaneous.                     (a)   Withholding.  All amounts payable under this Agreement will be subject to              reduction  to  reflect  such  federal,  state,  local  or  foreign  taxes  as  will  be  required  to  be              withheld pursuant to any applicable law or regulation.                     (b)   Successors;  Binding  Agreement.  The  terms  and  conditions  of  this              Agreement shall inure to the benefit of and be binding upon the parties hereto and their              respective successors  and  permitted  assigns,  including  Executive’s  estate  and  legal              representatives.  Neither this Agreement nor any rights, interests or obligations hereunder              may be assigned by any party hereto without the prior written consent of the other parties              hereto; provided that the Company may assign any rights, interests or obligations hereunder                                               15  4848-3783-0764.2  





 






                     to  any  successor  (whether  direct  or  indirect,  by  merger,  purchase,  consolidation  or              otherwise) to all or substantially all of the business and/or assets of the Company.  The              Company agrees to require any successor (whether direct or indirect, by purchase, merger,              consolidation or otherwise) to all or substantially all of the business and/or assets of the              Company to assume expressly and agree to perform this Agreement in the same manner              and  to  the  same  extent  that  the  Company  would  be  required  to  perform  it  if  no  such              succession  had  taken  place.  As  used  in  this  Agreement, “Company” shall  mean  the              Company as hereinbefore defined any successor to its business and/or assets as aforesaid              which assume and agrees to perform this Agreement by operation of law or otherwise.                     (c)   Waiver.  No  provision  of  this  Agreement  may  be  modified,  waived  or              discharged unless such waiver, modification or discharge is agreed to in writing signed by              Executive and an authorized representative of the Company.  No waiver by either party              hereto at any time of any breach by the other party hereto of, or compliance with, any              condition or provision of this Agreement to be performed by such other party shall be              deemed a waiver of similar or dissimilar provisions or conditions at the same or at any              prior or subsequent time.  No agreements or representations, oral or otherwise express or              implied, with respect to the subject matter hereof have been made by either party which              are not set forth expressly in this Agreement.                     (d)   Validity.  The invalidity or unenforceability of any provision or provisions              of this Agreement shall not affect the validity or enforceability of any other provision of              this Agreement, which shall remain in full force and effect.                     (e)   Counterparts.  This  Agreement  may  be  executed  in  one  or  more              counterparts, each of which shall be deemed to be an original, but all of which together              shall constitute one and the same instrument.                     (f)   Entire Agreement.  This Agreement sets forth the entire agreement of the              parties hereto in respect of the subject matter contained herein and supersedes all prior              agreements,  promises,  covenants,  arrangements,  communications,  representations  or              warranties, whether oral or written, by any officer, Executive or representative of any party              hereto;  and  any  prior  agreement  of  the  parties  hereto  in  respect  of  the  subject  matter              contained herein is hereby terminated and canceled.                     (g)   Governing Law.  This Agreement has been made and entered into and shall              be  governed  by  the  internal  laws  of  the  State  of  Texas  without  regard  to  principles  of              conflict of laws, except as expressly provided in Section 7(e) above with respect to the              resolution of disputes arising under, or the Company’s enforcement of, Section 7.                     (h)   Jurisdiction.  If any party commences a lawsuit or other proceeding related              to or arising from this Agreement, the parties hereto agree that the State District Court in              Houston, Harris County Texas shall have sole and exclusive jurisdiction over any such              proceeding.  The State District Court shall be the proper venue for any such lawsuit or              judicial proceeding and the parties hereto waive any objection to such venue.  The parties              consent to and agree to submit to the jurisdiction of the court specified herein and agree to                                               16  4848-3783-0764.2  





 






                     accept service of process to vest personal jurisdiction over them in the State District Court              of Harris County Texas.                     (i)   Severability.  The  invalidity  or  unenforceability  of  any  provision  or              provisions  of  this  Agreement  will  not  affect  the  validity  or  enforceability  of  any  other              provision of this Agreement, which will remain in full force and effect.                     (j)   Amendment.  It is understood and agreed that, upon the Effective Date, this              Employment  Agreement  amends  and  restates  and  supersedes  in  its  entirety  any  prior              Employment  Agreement  between  the  Company,  its  affiliates  and  predecessors  and              Executive, including any employment agreements or arrangements Executive may have              entered  into  with  Sidewinder  Drilling,  LLC  or  its predecessors or  affiliates,  including              without  limitation,  the  Employment  Agreement  dated  June  6,  2011,  by  and  between              Executive  and  Sidewinder  Drilling,  Inc.  and  the  Employment  Agreement  of  even  date              herewith  between  Executive  and  Sidewinder  Drilling,  LLC and  the  Waiver  Letter              Agreement dated  February 15, 2017, between Executive, Sidewinder Drilling,  Inc. and              Sidewinder Drilling, LLC.                                       [Signature page follows]                                                                                                               17  4848-3783-0764.2  





 






                     IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year        first above written.                                                            COMPANY:                                                   INDEPENDENCE CONTRACT                                                  DRILLING, INC.                                                                                                                    Date: 7/18/18 _________________________   By: /s/ Philip A. Choyce                                                  Name:  Philip A. Choyce                                                  Title:  Executive Vice President & Chief                                                  Financial Officer                                                                                                                                                      EXECUTIVE:                                                                                                            Date:  7/18/18 ________________________   /s/ J. Anthony Gallegos, Jr.                                                  J. Anthony Gallegos, Jr.                                                                                18  4848-3783-0764.2  





 






                                               APPENDIX A                   EQUITY COMPENSATION AWARDED ON EFFECTIVE DATE                        Restricted stock units (“RSU’s”) for common stock of the Company with an aggregate value equal        to US $1.0 million will be granted to Executive on the Effective Date.  The number of units granted        will be determined by dividing US $1.0 million by the Fair Market Value of the common stock on        the Effective Date.         Fair Market Value, with respect to the common stock of the Company, shall mean the average        closing price on the New York Stock Exchange (“NYSE”) for the last 20 NYSE trading days prior        to the Effective Date.  To the extent a security of the Company is not listed or traded on the NYSE,        “NYSE” as used above shall mean the principal national securities exchange or quotation service        on which the security is listed or quoted.         Vesting:  The RSU’s shall cliff vest on the third anniversary of the grant date.  The RSU’s shall        100% vest upon the occurrence of a Change of Control or termination of employment without        Cause by the Company or termination of employment for Good Reason by Executive.  Except as        set  forth  in  the  preceding  sentence,  to  the  extent  unvested,  the  RSU’s  shall  terminate  and  be        forfeited upon termination of employment.                                                                                          19  4848-3783-0764.2  





 






                                                  APPENDIX B                                                                                      AGREEMENT AND RELEASE               This  Agreement  and Release  (“Release”) is  entered into between  you, the undersigned        employee, and Independence Contract Drilling, Inc.  (the “Company”).  You have [__] days to        consider this Release, which you agree is a reasonable amount of time.  While you may sign this        Release prior to the expiration of this [___]-day period, you are not to sign it prior to the date of        your termination of employment with the Company.               1.    Definitions.                     (a)    “Released  Parties” means  the  Company  and  its  past,  present  and  future              parents,  subsidiaries,  divisions, successors,  predecessors,  employee  benefit  plans  and              affiliated or related companies, and also each of the foregoing entities’ past, present and              future owners, officers, directors, stockholders, investors, partners, managers, principals,              members,  committees,  administrators,  sponsors,  executors,  trustees,  fiduciaries,              employees,  agents,  assigns,  representatives  and  attorneys,  in  their  personal  and              representative capacities.  Each of the Released Parties is an intended beneficiary of this              Release.                     (b)    “Claims” means  all  theories  of  recovery  of  whatever  nature,  whether              known or unknown, recognized by the law or equity of any jurisdiction.  It includes but is              not limited to any and all actions, causes of action, lawsuits, claims, complaints, petitions,              charges, demands, liabilities, indebtedness, losses, damages, rights and judgments in which              you have had or may have an interest.  It also includes but is not limited to any claim for              wages, benefits or other compensation.  It also includes but is not limited to claims asserted              by you or on your behalf by some other person, entity or government agency.               2.    Consideration.  The  Company  agrees  to  pay  you  the  consideration  set  forth  in        sections 6 and 8 of Executive Employment Agreement between you and the Company dated as of        [_________] (the “Employment Agreement”).  The Company will make such payments to you at        the times set forth in the Employment Agreement.  You acknowledge that the payment that the        Company will make to you in consideration for this Release is in addition to anything else of value        to which you are entitled and that the Company is not otherwise obligated to make this payment        to you.               3.    Release of Claims.                     (a)   You – on behalf of yourself and your heirs, executors, administrators, legal              representatives, successors, beneficiaries, and assigns – unconditionally release and forever              discharge the Released Parties from, and waive, any and all Claims that you have or may              have against any of the Released Parties arising from your employment with the Company,              the termination thereof, and any other acts or omissions occurring on or before the date you              sign this Release; provided, however, that this Agreement shall not operate to release any              Claims that you may have to payments or benefits under Section 6 of the Employment              Agreement  or  any  rights  you  may  have  to  indemnification  under  any  indemnification                                               20  4848-3783-0764.2  





 






                     agreement between  you and the Company or any of its affiliates, or the bylaws or any              directors  and  officers  liability  insurance  policy  of  the  Company  or  any  of  its  affiliates              (collectively, the “Unreleased Claims”).                     (b)   The release set forth in Paragraph 3(a) includes, but is not limited to, any              and all Claims under (i) the common law (tort, contract or other) of any jurisdiction; (ii)              the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, the Americans              with Disabilities Act, Title VII of the Civil Rights Act of 1964, and any other federal, state              and local statutes, ordinances, executive orders and regulations prohibiting discrimination              or retaliation upon the basis of age, race, sex, national original, religion, disability, or other              unlawful  factor;  (iii)  the  National  Labor  Relations  Act;  (iv)  the  Employee  Retirement              Income Security Act; (v) the Family and Medical Leave Act; (vi) the Fair Labor Standards              Act; (vii) the Equal Pay Act; (viii) the Worker Adjustment and Retraining Notification Act;              and (ix) any other federal, state or local law.                     (c)   In furtherance of this Release, you promise not to bring any Claims (other              than  Unreleased  Claims)  against  any  of  the  Released  Parties  in  or  before  any  court  or              arbitral authority.               4.    Confidentiality.  You agree that you will not reveal, or cause to be revealed, this        Release or its terms to any third party (other than your attorney, tax advisor, or spouse), except as        required by law.               5.    Acknowledgment.  You  acknowledge  that,  by  entering  into  this  Release,  the        Company does not admit to any wrongdoing in connection with your employment or termination,        and that this Release is intended as a compromise of any Claims you have or may have against the        Released  Parties.  You  further  acknowledge  that  you  have  carefully  read  this  Release  and        understand its final and binding effect, have had a reasonable amount of time to consider it, and        are entering this Release voluntarily.  You acknowledge that the Company has advised you in        writing to seek the advice of legal counsel prior to executing this release, and that you have had        the opportunity to seek legal counsel of your choosing.               6.    Applicable Law.  This Release shall be construed and interpreted pursuant to the        laws of Texas without regard to its choice of law rules.               7.    Severability.  Each part, term, or provision of this Release is severable from the        others.  Notwithstanding any possible future finding by a duly constituted authority that a particular        part, term, or provision is invalid, void, or unenforceable, this Release has been made with the        clear intention that the validity and enforceability of the remaining parts, terms and provisions        shall  not  be  affected  thereby.  If  any  part,  term,  or  provision  is so  found  invalid,  void  or        unenforceable,  the  applicability  of  any  such  part,  term,  or  provision  shall  be  modified  to  the        minimum extent necessary to make it or its application valid and enforceable.               8.    Effective Date.  You acknowledge that you have seven (7) days after execution to        revoke this Release, and that this Release shall not become final and binding until the expiration        of seven (7) days after execution.                                               21  4848-3783-0764.2  





 






                     IN WITNESS WHEREOF, the parties have executed this Release on the date set forth        below.          EXECUTIVE:                                                         Date: [_______________, 20___]        J. Anthony Gallegos, Jr.                  COMPANY:         INDEPENDENCE CONTRACT DRILLING, INC.                Date:  [_______________, 20___]                                By: _________________________________        Name: ______________________________        Title: _______________________________                                                                 22  4848-3783-0764.2