exhibit10_3.htm


    

      Exhibit
10.3

       

      SEPARATION
AGREEMENT AND RELEASE

       

      This
Separation Agreement and Release (this “Agreement”)
is made and entered into by Larry Bartlett (the “Employee”)
and Bronco Drilling Company, Inc., a Delaware corporation (the “Company”),
effective as of September 10, 2008 (the “Effective
Date”).

       

      RECITALS

       

      WHEREAS,
the Employee entered into that certain Employment Agreement with the Company on
August 2, 2007 (the “Employment
Agreement”);

       

      WHEREAS,
the parties mutually desire to terminate the Employment Agreement and the
Employee’s employment with the Company; and

       

      WHEREAS,
the Employee and the Company desire to enter into an agreement to settle fully
and finally any and all issues in any way connected with the Employee’s
employment with the Company, the entire Employment Agreement, and the
termination of the Employment Agreement and the Employee’s employment with the
Company.

       

      NOW,
THEREFORE, in consideration of the mutual promises, agreements and valuable
consideration contained herein, the sufficiency of which is hereby acknowledged,
it is agreed as follows:

       

      1.           Separation Payments and
Continued Benefits.  In exchange for execution of this
Agreement and the Employee’s release of claims against the Company herein, the
Company will provide the Employee with the following payments and
benefits:

       

      (a)           the
amount of Five Hundred Seventy Two Thousand Four Hundred Eighty Two Dollars
($572,482.00), minus applicable federal and state tax withholdings, with such
withholdings to include those incurred upon the vesting of the Employees
restricted stock described below;

       

      (b)           the
Employee shall be entitled to all of his vested benefits under the Company’s
401(k) Plan and retain the bonuses previously paid to him;

       

      (c)           that
on of the Effective Date, all unvested shares of Company restricted stock held
by the Employee shall become vested;

       

      (d)           title
without encumbrances to that certain 2004 Lincoln Navigator, VIN#
5LMFU28R84LJ20333, with an agreed value of $7,000, without warranty from the
Company except that the title is free and clear of encumbrances;
and

       

      (e)           the
Employee agrees that the above-stated payments and benefits are fair and
reasonable and are the sole monies and benefits which shall be due to him from
the Company.

       

      2.           Employment
Agreement.

       

      (a)           The
Employee acknowledges timely receipt or waives notice, if any, required under
the Employment Agreement and the Employee and the Company agree that as of the
Effective Date the Employment Agreement, except as set forth in Section 2(b)
below, and Employee’s employment with the Company and its direct and indirect
subsidiaries, shall terminate.

       

      (b)           The
Employee’s obligations under Sections 7 and 9 in the Employment Agreement will
remain in full force and effect following the Effective Date.

       

      (c)           Other
than as stated in this Agreement, and those obligations to Employee, if any,
that exist under the Company’s 401(k) Plan, all duties and obligations owed by
the Company to Employee, under the Employment Agreement or otherwise, will cease
on the Effective Date.

       

      3.           Release of
Claims.

       

      (a)           As
an additional material inducement for the Company to enter into this Agreement,
the Employee does hereby release and forever discharge the Company, its
subsidiaries and affiliates, and each of their current and former parents,
predecessors, subsidiaries, affiliates, agents, executors, administrators,
attorneys, officers, partners, stockholders, employees, members, managers, trust
beneficiaries, members of the Board of Directors, and each of their heirs,
successors and assigns (collectively, “Releasees”)
from any and all claims, charges, complaints, liabilities or obligations of any
kind whatsoever, arising in tort or contract, whether known or unknown, which
Employee may have, now has, or has ever had arising from the Employee’s
employment with the Company, his resignation from that employment, the
Employment Agreement, or any other matter or event which may have occurred on or
before the Effective Date (the “Released
Claims”).  The Released Claims include, but are not limited to,
any and all claims, charges, complaints, liabilities or obligations under
federal, state or local law, including the Oklahoma anti-discrimination statutes
of Oklahoma, 25 Okla. Stat. tit. §§ 1101 et seq., Oklahoma discrimination and
wage and hour law,  Title VII of the Civil Rights Act of 1964, as
amended by the Civil Rights Act of 1991, the Americans With Disabilities Act,
the Family and Medical Leave Act, the Employee Retirement Income Security Act,
the Age Discrimination in Employment Act (“ADEA”),
the Older Workers Benefit Protection Act (“OWBPA”).  The
Employee further agrees not to bring any such Released Claim or action against
the Releasees, either individually or collectively; provided, however, that the
Employee may file a lawsuit to challenge the validity of the release of the ADEA
claims under this Agreement, including the knowing and voluntary nature of the
ADEA release under the OWBPA.  Anything herein to the contrary
notwithstanding, the Employee does not release the Company from any liabilities,
claims or obligations for vested benefits under the Company’s 401(k)
Plan.

       

      (b)           The
Employee hereby represents that there are no outstanding civil or criminal
charges, complaints, claims, grievances, or actions of any nature whatsoever
previously filed or brought by the Employee or on the Employee’s behalf against
the Released Parties pending before any federal, state, local, international or
administrative court or agency as of the date of signing this
Agreement.

       

      (c)           Nothing
in this Paragraph 3 shall interfere with the Employee’s right to file a charge
with, or cooperate or participate in an investigation or proceeding conducted
by, the Equal Employment Opportunity Commission (“EEOC”) or
other federal or state regulatory or law enforcement agency.  However,
the consideration provided to the Employee in this Agreement shall be the sole
relief provided for the Released Claims and the Employee will not be entitled to
recover, and the Employee agrees to waive, any monetary benefits or recovery
against the Released Parties in connection with any such charge or proceeding
without regard to who has brought such charge or proceeding.

       

      (d)           The
Employee agrees that if the Employee breaches this Agreement and initiates a
legal proceeding or files a Released Claim with a federal, state or local
agency, the Employee shall be liable for any and all expenses incurred by the
person or entity who has to defend the action, including reasonable attorneys’
fees; provided however, that this Section 3(d) shall not apply to charges filed
by the Employee with the EEOC or other federal or state regulatory or law
enforcement agency or to claims initiated by the Employee to challenge the
validity of the release of ADEA claims under this Agreement, including the
knowing and voluntary nature of the ADEA release under the OWBPA.

       

      4.           Company
Property.  On or before the Effective Date, the Employee agrees
to return to the Company all Company property, including Company credit card(s),
Company documents, and all confidential information, including any copies,
electronic or otherwise, that the Employee possesses or has under the Employee’s
control. The Employee further agrees not to use any other property or asset of
the Company at any time after the Effective Date without the prior written
consent of the Company.

       

      5.           Section 16
Compliance.  The Employee represents, warrants and covenants
that, in relation to his ownership of Company common stock, he has complied
with, and will continue to comply with, the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

       

      6.           Voluntary
Execution.  The Employee understands and agrees that
he:

       

      (a) may take
up to twenty-one (21) calendar days to consider whether or not he desires to
execute this Agreement;

       

      (b) may
revoke his release of the statutory claims described in Paragraph 3 of this
Agreement at any time during the seven (7) calendar day period after he signs
and delivers this Agreement to the Company (the “Revocation
Period”).  Any such revocation must be in writing and delivered
to the Company.  The Employee understands that at the end of the
Revocation Period, the entire release of claims will be binding upon the
Employee and will be irrevocable;

       

      (c) has
carefully read and fully understands all of the provisions of this
Agreement;

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) knowingly
and voluntarily agrees to all of the terms set forth in this Agreement and to be
bound by this Agreement;

       

      (e) is hereby
advised in writing to consult with an attorney and tax advisor of his choice
prior to executing this Agreement and has had the opportunity and sufficient
time to seek such advice;

       

      (f) understands
that rights or claims under the ADEA, that may arise after the Effective Date
are not waived; and,

       

      (g) acknowledges
that the separation consideration set forth in Section 1 hereof is good and
valuable consideration for the release and other covenants he is making in this
Agreement and is in addition to any consideration to which he may already be
entitled.

       

      7.           Litigation and Regulatory
Cooperation.  The Employee shall reasonably cooperate with the
Company in the defense or prosecution of any claims or actions now in existence
or that may be brought in the future against or on behalf of the Company that
relate to events or circumstances that transpired while the Employee was
employed by the Company.  The Employee’s cooperation in connection
with such claims shall include, but not be limited to, being available to meet
with counsel to prepare for discovery or trial and to act as a witness on behalf
of the Company at mutually convenient times.  The Employee shall
cooperate fully with the Company in connection with any investigation or review
by any federal, state or local authority as any such investigation or review
relates to events or occurrences that transpired while the Employee was employed
by the Company.

       

      8.           Confidentiality.  As
an additional material inducement to the Company to enter into this Agreement,
the Employee agrees to keep the existence and terms of this Agreement
confidential and will not disclose the provisions hereof to anyone except the
Employee’s spouse, attorney(s), and tax advisor(s), except as required by
law.  Any further disclosure, other than as authorized above, shall
constitute a breach of this Agreement.

       

      9.           Interpretation.  The
language of this Agreement shall in all cases be construed as a whole, according
to its fair meaning, and not strictly for or against any of the
parties.

       

      10.           Governing Law and Consent to
Venue.  All terms of this Agreement shall be governed and
enforced in accordance with the laws of the State of Oklahoma and the parties
agree that any dispute arising out of this Agreement will be litigated in state
or federal court in Oklahoma County, Oklahoma, without reference to Oklahoma
choice of law or conflict of law provisions or principles.

       

      11.           Representations.  The
parties to this Agreement represent and acknowledge that in entering and
executing this Agreement, they have not relied upon any representations or
statements made by any other party to this Agreement, or by the agents,
representatives, or attorneys of any other party, with regard to the subject
matter, basis, or effect of this Agreement.

       

      12.           Entire
Agreement.  This Agreement sets forth the entire agreement
between the parties hereto and fully supersedes any and all prior agreements or
understandings, written or oral, between the parties hereto pertaining to the
subject matter hereof.  No change, modification of, or waiver of any
term or condition in this Agreement shall be valid or binding upon the Company
or the Employee, unless such change, modification, or waiver is in writing,
signed by the Company and the Employee.

       

      13.           Severability.  If
any provision of this Agreement becomes or is declared by a court of competent
jurisdiction (or arbitrator) to be illegal, unenforceable or void, the portions
of such provision, or such provision in its entirety, to the extent necessary,
shall be severed from this Agreement, and such court (or arbitrator) will
replace such illegal, void or unenforceable provision with a valid and
enforceable provision that will achieve, to the extent possible, the same
economic, business and other purposes of the illegal, void, or unenforceable
provision.  The balance of this Agreement shall be enforceable in
accordance with its terms.

       

      14.           No Admission of
Liability.  This Agreement shall not in any way be construed as
an admission by the Company or the Employee of any improper actions or liability
whatsoever, and the Company and the Employee specifically disclaim any liability
to or improper actions against the other or any other person, on the part of
itself, its employees or its agents.

       

      15.           Non-Disparagement.  The
Employee agrees not to make negative or disparaging remarks to any person about
the Company or any other Released Party, his employment with the Company, the
termination of that employment, the Employment Agreement, or the events which
led to this Agreement, and agrees that he will not speak publicly to the media
or anyone else, individually or through his legal or other representatives,
about these matters or this Agreement.

       

      16.           Wavier of
Breach.  The failure by either party to insist upon the
performance of any one or more terms, covenants or conditions of this Agreement
shall not be construed as a waiver or relinquishment of any right granted
hereunder or of any future performance of any such term, covenant or condition,
and the obligation of either party with respect hereto shall continue in full
force and effect, unless provided otherwise in writing signed by the Company and
the Employee.

       

      17.           Third-Party
Beneficiaries.  Each of the parties hereto acknowledge and
agree that the terms of this Agreement, including, but not limited to, the
releases of claims by the Employee will inure to the benefit of the Company’s
affiliates, owners, predecessors, successors, stockholders, agents, directors,
officers, members, partners, employees, insurers, representatives, attorneys,
consultants, employee welfare benefit plans, pension plans and/or deferred
compensation plans and their trustees, administrators or other fiduciaries,
successors and assigns of any of the foregoing, and all persons acting by,
through, under, or in concert with them, or any of them, on the one hand, and
Employee’s heirs, on the other hand, as the case may be.

       

      18.           Legal and Tax
Interpretations.  The parties acknowledge that the Company
shall have no liability to the Employee or any other person concerning the legal
or tax consequences of any provision of this Agreement.  The parties
agree that neither party has offered legal or tax advice to the other party,
that neither party has relied on legal or tax advice from the other party, and
that both parties are voluntarily executing this Agreement after an adequate
opportunity to consult with counsel of their choosing regarding its meaning and
effect.  The parties agree that no other representations, warranties,
covenants or other prior or contemporaneous agreements, oral or written,
regarding the legal or tax advice concerning this Agreement shall be deemed to
exist or bind any of the parties hereto.

       

      19.           Indemnification.  Notwithstanding
anything in this Agreement to the contrary, this Agreement shall have no effect
upon the Employee’s right to indemnification under the Company’s Amended and
Restated Certificate of Incorporation, Bylaws, or directors and officers
liability insurance policy, if any such right exists, from claims made by third
parties against the Employee, to the extent such corporate documents or policy
covered the Employee during the term of his employment and applies to
circumstances for which the Employee seeks indemnification.  This
paragraph is not to be construed as requiring the Company to maintain any
directors and officers liability insurance policy.

       

      PLEASE
READ CAREFULLY.  THIS SEPARATION AGREEMENT AND RELEASE INCLUDES THE
RELEASE OF ALL CLAIMS AGAINST THE COMPANY THAT MAY HAVE OCCURRED UP THROUGH THE
EFFECTIVE DATE, INCLUDING ALL CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT.

       

      *****

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties have entered into this Agreement to be effective as
of the Effective Date.

       

      


      THE
EMPLOYEE

      


      


      /s/ LARRY
BARTLETT                                                                

      Larry
Bartlett

      


      Date:  September 10,
2008                                                                

      


      


      THE
COMPANY:

      


      BRONCO
DRILLING COMPANY, INC.

      


       

      By: /s/ DAVID C.
TREADWELL                                                                

      Name:
David C. Treadwell

      Title:
General Counsel

      Date:
September 10, 2008

      


       

      


       

      STATE OF
OKLAHOMA                                                      §

      §

      
        	
                COUNTY
      OF OKLAHOMA

              	
                §

              


      

      


       

      BEFORE
ME, the undersigned authority, on this day personally appeared Larry Bartlett,
known to me to be the identical person who executed the within and foregoing
instrument and acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.

       

      SUBSCRIBED
AND SWORN TO before me by Larry Bartlett, this 10th day of
September, 2008.

       

      


       

      /s/ RANDY
WITZEL                                                                           

      Notary
Public in and for the State of Oklahoma

      My
Commission Expires:

       

      


       

      October 4,
2010                                                                

       

      


       

      (seal)