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EXHIBIT 10.3

                                    RPC, Inc.

                     PERFORMANCE RESTRICTED STOCK AGREEMENT

PERFORMANCE RESTRICTED STOCK AGREEMENT made as of the ___ day of ______, 2____,
between RPC, Inc., a Delaware corporation (hereinafter called the "Company"),
and (Employee Name), an employee of the Company or one or more of its
subsidiaries (hereinafter called the "Employee").

WHEREAS, the Company desires to grant to the Employee, as an incentive for
Employee to promote the interests of the Company and its subsidiaries, the right
to receive shares of its Common Stock, par value $0.10 per share (hereinafter
called the "Common Stock"), subject to certain performance and continued
employment vesting criteria, pursuant to the terms and provisions of the
Company's 2004 Employee Stock Incentive Plan (hereinafter called the "Plan"), as
hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and Employee's employment by the Company, the parties hereto agree as follows:

        THE PLAN. This Agreement is made pursuant to and in accordance with the
terms and provisions of the Plan. Anything in this Agreement to the contrary
notwithstanding, the terms and provisions of the Plan, all of which are hereby
incorporated herein by reference, shall be controlling in the event of any
inconsistency herewith.

        1.      ADMINISTRATION. Unless administration of the Plan is assumed by
                the Board of Directors of the Company, the Plan shall be
                administered by a committee of the Board of Directors of the
                Company, hereinafter referred to as the "Committee". The
                Committee is authorized and empowered to administer and
                interpret the Plan and this Agreement. Any interpretations of
                this Agreement or of the Plan made by the Committee shall be
                final and binding upon the parties hereto.

        2.      GRANT OF PERFORMANCE RESTRICTED STOCK. Effective as of _____ __,
                2___ (the "Grant Date"), the Company hereby irrevocably grants
                to the Employee the right to receive the following ___ grants of
                shares of Common Stock, subject to satisfaction of the vesting
                requirements and the terms and conditions hereinafter set forth
                (such shares of Common Stock being hereinafter referred to in
                the aggregate as the "Performance Restricted Stock"):

                           # Of            Average Stock             Normal
           Grant          Shares           Price Condition         Award Date
           -----          ------           ---------------         ----------
             1                                   $               *
             2                                                   *
             3                                                   *
             4                                                   *
             5                                                   *
       Total Shares

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                                                           o  (Refer to
                                                              Paragraph 3 Below)

        3.      STOCK PERFORMANCE. No Performance Restricted Stock will be
                issued pursuant to any of the aforementioned grants unless and
                until the performance criteria set forth below in this Section 3
                with respect to such grant have been satisfied:

                        (a) With respect to the ___grant(s), the Average Closing
                        Price (defined to be the average closing price of the
                        Common Stock on the New York Stock Exchange for 10
                        consecutive trading days occurring from and after the
                        Grant Date) must equal or exceed the Average Stock Price
                        Condition for such grant (as disclosed in the table in
                        Section 2 above) on or before _______.

                        (b) With respect to grant(s) ______, the Average Closing
                        Price must equal or exceed the Average Stock Price
                        Condition for such grant at some point within the twelve
                        month period beginning on the earlier to occur of (i)
                        the Normal Award Date for such grant (as disclosed in
                        the table in Section 2 above), or (ii) the date that the
                        Average Closing Price first equaled or exceeded the
                        Average Stock Price Condition with respect to the next
                        previous grant.

                        (c) With respect to grant(s) ___, the Average Closing
                        Price must equal or exceed the Average Stock Price
                        Condition for such grant on or before _______.

                Subject to the provisions hereof and of the Plan, as soon as
                practicable after the performance conditions set forth above
                have been satisfied with respect to any grant the Performance
                Restricted Stock pertaining to such grant shall be issued in the
                name of Employee and held in escrow by the Company in accordance
                with Section 6 hereof. The date on which the Company becomes
                obligated to issue shares of Performance Restricted Stock with
                respect to any grant hereunder pursuant to the terms of this
                Section 3 is hereinafter referred to as the "Obligation Date"
                with respect to such Performance Restricted Stock. Should the
                Employee's employment with the Company terminate for any reason
                prior to the Obligation Date of any Performance Restricted Stock
                that is the subject of this Agreement, such Performance
                Restricted Stock shall not be issued and all rights hereunder
                with respect to such Performance Restricted Stock shall be
                forfeited.

                With respect to each grant, if the Average Closing Price does
                not equal or exceed the Average Stock Price Condition for such
                grant within the required time period, the shares of Performance
                Restricted Stock to which the grant pertains shall not be
                issued; provided, however, that if the Average Closing Price
                equals or exceeds the Average Stock Price Condition with respect
                to grant(s) __ at any time on or before ______, all shares of
                Performance Restricted Stock pertaining to all five grants made
                pursuant to this Agreement shall be issued in accordance with
                the provisions of the foregoing paragraph hereof. If the Average
                Closing Price does not equal or exceed the Average Stock Price
                Condition with respect to grant(s) __ at any time on or before
                _________, all shares of Performance Restricted Stock pertaining
                to grants made pursuant to this Agreement which have not
                previously been issued shall be forfeited by Employee.

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        4.      SERVICE/EMPLOYMENT. Once issued in accordance with Section 3
                above, each Performance Restricted Stock award shall vest upon
                that date which is the earlier of (a) the fifth (5th)
                anniversary of the Obligation Date applicable to such award, or
                (b) the date Employee reaches age 65, but only if, through such
                date, Employee shall have been in the continuous employ of the
                Company or a subsidiary thereof, in a position of equivalent or
                greater responsibility as on the Grant Date. If Employee's
                employment with the Company terminates at any time prior to the
                vesting pursuant to this Section 4 of any Performance Restricted
                Stock issued in his or her name, he or she shall forfeit all
                such unvested Performance Restricted Stock, unless the
                Employee's employment terminates due to his or her death or
                permanent disability (as determined by the Committee in
                accordance with the Plan), in which case any such unvested
                Performance Restricted Stock shall vest immediately. Any
                Performance Restricted Stock that is issued pursuant to Section
                3 after age 65, but before Retirement (as defined in the Plan),
                shall vest immediately upon the issuance thereof. The transfer
                of employment by Employee between the Company and a subsidiary
                thereof shall not be deemed a termination of employment under
                the Plan or this Agreement.

        5.      ESCROW; DIVIDENDS AND VOTING RIGHTS. Prior to the completion of
                the vesting period referenced in Section 4 above, all issued
                (earned) shares of Performance Restricted Stock shall be held in
                escrow by the Company for the benefit of Employee. During such
                period, prior to any forfeiture of the shares, Employee shall
                receive all cash dividends declared with respect to the shares
                and shall have the right to exercise all voting rights with
                respect to the shares. At the discretion of the Company, any
                share certificates so held in escrow shall be inscribed with a
                legend referencing the transfer restrictions contained in this
                Agreement and any other applicable transfer restrictions. Any
                share certificates issued pursuant to a stock split or as
                dividends with respect to the Performance Restricted Stock held
                in escrow shall also be held in escrow on the same terms as the
                Performance Restricted Stock and shall be released at the same
                time as, and subject to the same risk of forfeiture as, the
                shares with respect to which they were issued. Any issued
                Performance Restricted Stock which the Employee does not forfeit
                pursuant to Section 4 above shall be transferred to the Employee
                free of any forfeiture conditions under the Plan or this
                Agreement as soon as practicable after the service vesting
                condition under Section 4 above has been satisfied or no longer
                applies; provided, however, that if the Committee at any time
                before such transfer reasonably determines that the Employee
                might have violated any applicable criminal law, the Committee
                shall have the right to cause all of Employee's Performance
                Restricted Stock then held in escrow to be forfeited, without
                regard to whether (i) Employee has satisfied the service vesting
                condition set forth in Section 4 before the date the Committee
                makes such determination, or (ii) Employee's employment is (or
                might have been) terminated as a result of such conduct.

        6.      NON-TRANSFERABILITY. No rights granted pursuant to this
                Agreement shall be assignable or transferable, and such rights
                shall not be subject to execution, attachment or other process
                until that date on which the Performance Restricted Stock vests
                pursuant to Section 4. The Company may, at its discretion, place
                a legend to such effect on the certificates representing the
                shares of Performance Restricted Stock and issue appropriate
                stop transfer instructions to the Company's transfer agent.

        7.      CHANGE IN CAPITALIZATION. In general, if the Company is merged
                into or consolidated with another corporation under
                circumstances in which the Company is not the surviving
                corporation, or if the Company is liquidated, or sells or
                otherwise

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                disposes of substantially all of its assets to another
                corporation (any such merger, consolidation, etc. being
                hereinafter referred to as a "Non-Acquiring Transaction") while
                the Performance Restricted Stock is outstanding under the Plan,
                after the effective date of a Non-Acquiring Transaction Employee
                shall be entitled to receive such stock or other securities as
                the holders of the same class of stock as the Performance
                Restricted Stock shall be entitled to receive in such
                Non-Acquiring Transaction based upon the agreed upon conversion
                ratio or per share distribution. However, in the discretion of
                the Board of Directors, any vesting restrictions on the
                Performance Restricted Stock may continue in full force and
                effect, subject to whatever adjustments the Board of Directors
                deems appropriate. To the extent that the foregoing adjustments
                relate to stock or securities of the Company, such adjustments
                shall be made by the Board of Directors, whose determination in
                that respect shall be final, binding and conclusive. The
                Committee need not treat other holders of Performance Restricted
                Stock in the same manner as Employee is treated.

        8.      REQUIREMENT OF LAW. If any law, regulation of the Securities and
                Exchange Commission, or any regulation of any other commission
                or agency having jurisdiction shall require the Company or the
                Employee to take any action prior to the issuance or release
                from escrow of any shares of Performance Restricted Stock, then
                the date upon which the Company shall deliver or cause to be
                issued or released from escrow the certificate or certificates
                for such shares of Performance Restricted Stock shall be
                postponed until full compliance has been made with all such
                requirements or law or regulations. Further, at or before the
                time of issuance of any shares of Performance Restricted Stock,
                the Employee shall, if requested by the Company, deliver to the
                Company his/her written statement that he/she intends to hold
                such shares for investment and not with a view to resale or
                other distribution thereof to the public. Further, in the event
                the Company shall determine that, in compliance with the
                Securities Act of 1933, as amended, or other applicable statute
                or regulation, it is necessary to register any of the shares of
                Performance Restricted Stock, or to qualify any such shares for
                exemption from any of the requirements of the Securities Act of
                1933, as amended, or other applicable statute or regulations,
                then the Company shall take such action at its own expense, but
                not until such action has been completed shall the shares be
                issued in the name of the Employee.

        9.      WITHHOLDING. Employee shall have the right (absent any contrary
                action by the Committee and subject to satisfying the
                requirements, if any, of Rule 16b-3 promulgated pursuant to
                Section 16 of the Securities Exchange Act of 1934, as amended)
                to elect that the minimum tax withholding requirements
                applicable to the receipt of any award pursuant to this
                Agreement be satisfied through a reduction in the number of
                shares of Performance Restricted Stock issued or transferred to
                him or her, and the Committee shall have the right to reduce the
                number of shares of Performance Restricted Stock issued or
                transferred to the Employee in order to satisfy such minimum
                applicable tax withholding requirements.

      10.     NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to
              grant Employee the right to continued employment with the Company
              or to limit or restrict the right of the Company or any of its
              subsidiaries to terminate an Employee's employment at any time,
              with or without cause, or to increase or decrease the compensation
              of the Employee from the rate in existence at the date hereof.

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      11.     GOVERNING LAW. This Agreement and all awards made and actions
              taken hereunder shall be governed by and construed in accordance
              with the Delaware General Corporation Law, to the extent
              applicable, and in accordance with the laws of the State of
              Georgia in all other respects.

        IN WITNESS WHEREOF, the Company has caused this Performance Restricted
Stock Agreement to be duly executed by an authorized officer, and the Employee
has hereunto set his/her hand, all as of the day and year first above written.


                                          RPC, Inc.


                                          By:
                                             -----------------------------------
                                          Its:  President


                                          --------------------------------------
                                          Employee Name