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Performance Units granted hereunder. Any purported Transfer of Performance Units in breach ofthis Agreement shall be void and ineffective, and shall not operate to Transfer any interestor title to the purported transferee.     **3. Vesting of Performance Units.**     (a) *Performance Period*. For purposes of this Agreement, the performance periodis the three-year period that begins on **[January 1, 2010 and ends on December 31, 2012]**(the“**Performance Period**”). Subject to the terms and conditions of this Agreement, thePerformance Units shall vest and become payable to Grantee at the end of the PerformancePeriod, provided that (i) Grantee is still an Employee at that time and has continuouslybeen an Employee since the Grant Date (the “**Service Requirement**”) and (ii) the performancecriteria that are established for the Performance Period as described below (singularly, the“**Performance Criterion**” and collectively, the “**Performance Criteria**”) have been satisfied.All Performance Units that do not become vested during or at the end of the PerformancePeriod shall be forfeited. Subject to Section 5, the Performance Units shall becomevested upon the written certification by the Committee, in its discretion, of achievement ofthe Performance Criteria. The Committee, in its discretion, may adjust the PerformanceCriteria to recognize special or non-recurring situations or circumstances with respect tothe Company or any other company in the Peer Group for any year during the PerformancePeriod arising from the acquisition or disposition of assets, costs associated with exit ordisposal activities or material impairments. There are two Performance Criteria that havebeen established for the Performance Units awarded under this Agreement, as described insubsections (b) and (c) below.     (b) *RTSR*. The first Performance Criterion is the Company’s Relative TotalShareholder Return (“**RTSR**”) as defined in the Program (the “**RTSR Criterion**”). The Company’sRTSR for the Performance Period is compared to the RTSR of each of the peer group companies,as listed on Exhibit A to this Agreement (the “**Peer Group**”), for the Performance Period todetermine where the Company ranks when compared to the Peer Group. For the purposes of thisAgreement, RTSR shall be calculated as described in the Program. The RTSR Criterion is fiftypercent (50%) of the total weighting for each Performance Unit.     (c) *ROCE*. The second Performance Criterion is the Company’s Return on CapitalEmployed (“**ROCE**”) as defined in the Program (the “**ROCE Criterion**”). The Company’s ROCE forthe Performance Period is compared to the ROCE of each of the Peer Group companies for thePerformance Period to determine where the Company ranks when compared to the Peer Group. Forthe purposes of this Agreement, ROCE shall be calculated as described in the Program. TheROCE Criterion is fifty percent (50%) of the total weighting for each Performance Unit.     (d) *Changes in Peer Group*. When calculating RTSR or ROCE for the PerformancePeriod for the Company and the Peer Group, (i) the performance of a company in the PeerGroup will not be used in calculating the RTSR or ROCE of that member of the Peer Group ifthe company is not publicly traded (*i.e.*, has no ticker
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     symbol) at the end of the Performance Period; (ii) the performance of any company in thePeer Group that becomes bankrupt during the Performance Period will be included in thecalculation of Peer Group performance even if it has no ticker symbol at the end of themeasurement period; (iii) the performance of the surviving entities will be used in theevent there is a combination of any of the Peer Group companies during the measurementperiod; and (iv) no new companies will be added to the Peer Group during the PerformancePeriod (including a company that is not a Peer Group member which acquires a member of thePeer Group). Notwithstanding the foregoing provisions of this subsection (d), the Committeemay disregard any of these guidelines when evaluating changes in the membership of the PeerGroup during the Performance Period in any particular situation, as it deems reasonable inthe exercise of its discretion.     (e) *Ranking of Company as Compared to the Peer Group*. At the end of thePerformance Period, the ranking of the Company when compared to the Peer Group members,which is based on a 50% weighting for each of the RTSR Criterion and the ROCE Criterion,shall be made by the Committee, in its discretion, to determine the number of PerformanceUnits that become vested by multiplying the total Performance Units awarded hereunder by theproper multiplier pursuant to the Payout Schedule in Exhibit B.     **4. Termination of Employment.**If Grantee’s Employment is voluntarily or involuntarilyterminated during the Performance Period, then Grantee shall immediately forfeit the outstandingPerformance Units, except as provided below in this Section 4. Upon the forfeiture of anyPerformance Units hereunder, the Grantee shall cease to have any rights in connection with suchPerformance Units as of the date of forfeiture.     (a) *Termination of Employment*. Except as provided in Section 4(c), ifthe Grantee’s Employment is terminated for any reason, including Retirement, other than dueto death or Disability during the Performance Period, any non-vested Performance Units atthe time of such termination shall automatically expire and terminate and no further vestingshall occur after the termination of Employment date. In such event, the Grantee willreceive no payment for unvested Performance Units.     (b) *Disability or Death*. Upon termination of Grantee’s Employment as the resultof Grantee’s Disability (as defined in the Plan) or death during the Performance Period,then all of the outstanding Performance Units shall become 100% vested on such date at the1.0 multiplier level as shown on the Payout Schedule in Exhibit B.     (c) *Change in Control*. If there is a Change in Control of the Company (asdefined in the Program) during the Performance Period, then in the event of the Grantee’sInvoluntary Termination Without Cause (as defined in the Program) within two (2) yearsfollowing the effective date of the Change in Control and during the same PerformancePeriod, all the outstanding Performance Units shall automatically become 100% vested on theGrantee’s termination of Employment date at the 1.0 multiplier level as shown on the PayoutSchedule in Exhibit B.
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     **5. Payment for Performance Units.**Payment for the vested Performance Units subject to thisAgreement shall be made to the Grantee as soon as practicable following the timesuch Performance Units become vested in accordance with Section 3 or Section 4prior to their expiration, but not later than sixty (60) days following the date of such vestingevent. The number of Performance Units that vest and are payable hereunder shall be determined bythe Committee, in its discretion, in accordance with the Payout Schedule in Exhibit B.          The amount payable to the Grantee pursuant to this Agreement shall be an amount equal to thenumber of vested Performance Units multiplied by the product of (a) $100 and (b) the sum of thepercentages for the Performance Criteria, at a 50% weighting for each Performance Criterion, forthe level of achievement of each Performance Criterion as set forth in the Payout Schedule inExhibit B. The maximum payout for each Performance Unit is $200 because the maximummultiplier on the Payout Schedule is 2.0 for each Performance Criterion that is weighted at 50%.          Any amount paid in respect of the vested Performance Units shall be payable in suchcombination of cash and/or Shares (with the Shares valued at their Fair Market Value on the vestingdate), as determined by the Committee in its sole discretion. Prior to any payments under thisAgreement, the Committee shall certify in writing, by resolution or otherwise, the amount to bepaid in respect of the Performance Units as a result of the achievement of the PerformanceCriteria.          Any Shares delivered to or on behalf of Grantee in exchange for vested Performance Units shallbe subject to any further transfer or other restrictions as may be required by securities law orother applicable law, as determined by the Company.     **6. Detrimental Conduct.**Notwithstanding any provision herein to the contrary, if the Granteeengaged in Detrimental Conduct (as defined in the Program), with such Detrimental Conduct occurringeither during Employment or within two (2) years after Employment terminates for any reason, then,in such event, the following rules shall apply under this Agreement with respect to suchDetrimental Conduct. In the event that the Committee should determine, in its sole and absolutediscretion, that, during Employment or within two (2) years following Employment termination, theGrantee engaged in Detrimental Conduct, the Committee may, in its sole and absolute discretion, ifShares or cash have previously been transferred to the Grantee pursuant to Section 5 uponvesting of his Performance Units, direct the Company to send a notice of recapture (a “**RecaptureNotice**”) to such Grantee. Within ten (10) days after receiving a Recapture Notice from the Company,the Grantee will deliver to the Company either (i) the actual number of Shares that weretransferred to the Grantee upon vesting of Performance Units or (ii) a cash equivalent payment inan amount equal to the Fair Market Value of such Shares at the time when transferred to theGrantee, together with any cash payments that were made for the vested Performance Units, unlessthe Recapture Notice demands repayment of a lesser sum. All repayments hereunder shall be net ofthe taxes that were withheld by the Company when the Shares or cash were transferred to Granteefollowing vesting of the Performance Units pursuant to Section 5.     **7. Grantee’s Representations.**Notwithstanding any provision hereof to the contrary, theGrantee hereby agrees and represents that Grantee will not acquire any Shares, and
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     that the Company will not be obligated to issue any Shares to the Grantee hereunder, if the issuance of such Sharesconstitutes a violation by the Grantee or the Company of any law orregulation of any governmental authority. Any determination in this regard that is made by theCommittee, in good faith, shall be final and binding. The rights and obligations of the Company andthe Grantee are subject to all applicable laws and regulations.     **8. Tax Withholding.**To the extent that the receipt of the payment of cash or Shares hereunderresults in compensation income to Grantee for federal, state or local income tax purposes, Granteeshall deliver to Company at such time the sum that the Company requires to meet its tax withholdingobligations under applicable law or regulation, and, if Grantee fails to do so, Company isauthorized to (a) withhold from any cash or other remuneration (including any Shares), then orthereafter payable to Grantee, any tax required to be withheld; or (b) sell such number of Sharesas is appropriate to satisfy such tax withholding requirements before transferring the resultingnet number of Shares to Grantee in satisfaction of its obligations under this Agreement.     **9. Independent Legal and Tax Advice.**The Grantee acknowledges that (a) the Company is notproviding any legal or tax advice to Grantee and (b) the Company has advised the Grantee to obtainindependent legal and tax advice regarding this Agreement and any payment hereunder.     **10. No Rights in Shares.**The Grantee shall have no rights as a stockholder in respect of anyShares, unless and until the Grantee becomes the record holder of such Shares on the Company’srecords.     **11. Conflicts with Program or Plan, Correction of Errors, and Grantee’s Consent**. In the eventthat any provision of this Agreement conflicts in any way with a provision of the Program or thePlan, such provisions shall be reconciled, or such discrepancy shall be resolved, by the Committeein the exercise of its discretion. In the event that, due to administrative error, this Agreementdoes not accurately reflect the Performance Units properly granted to the Grantee pursuant to theProgram, the Committee reserves the right to cancel any erroneous document and, if appropriate, toreplace the cancelled document with a corrected document. All determinations and computations underthis Agreement shall be made by the Committee (or its authorized delegate) in its discretion asexercised in good faith.          This Agreement and any award of Performance Units or payment hereunder are intended to complywith or be exempt from Section 409A of the Internal Revenue Code and shall be interpretedaccordingly. Accordingly, Grantee consents to such amendment of this Agreement as the Committee mayreasonably make in furtherance of such intention, and the Company shall promptly provide, or makeavailable, to Grantee a copy of any such amendment.     **12. Miscellaneous**.     (a) *No Fractional Shares**.*All provisions of this Agreement concern wholeShares. If the application of any provision hereunder would yield a fractional Share, suchfractional Share shall be rounded down to the next whole Share if it is less than 0.5 androunded up to the next whole Share if it is 0.5 or more.
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     (b) *Transferability of Performance Units*. The Performance Units aretransferable only to the extent permitted under the Program at the time of transfer (i) bywill or by the laws of descent and distribution, or (ii) by a domestic relations orderin such form as is acceptable to the Company. No right or benefit hereunder shall in anymanner be liable for or subject to any debts, contracts, liabilities, obligations or tortsof the Grantee or any permitted transferee thereof.     (c) *Not an Employment Agreement*. This Agreement is not an employment agreement,and no provision of this Agreement shall be construed or interpreted to create anyEmployment relationship between Grantee and the Company for any time period. The Employmentof Grantee with the Company shall be subject to termination to the same extent as if thisAgreement did not exist.     (d) *Notices*. Any notice, instruction, authorization, request or demand requiredhereunder shall be in writing, and shall be delivered either by personal in-hand delivery,by telecopy or similar facsimile means, by certified or registered mail, return receiptrequested, or by courier or delivery service, addressed to the Company at its then currentmain corporate address, and to Grantee at the address indicated on the Company’s records, orat such other address and number as a party has last previously designated by written noticegiven to the other party in the manner hereinabove set forth. Notices shall be deemed givenwhen received, if sent by facsimile means (confirmation of such receipt by confirmedfacsimile transmission being deemed receipt of communications sent by facsimile means); andwhen delivered and receipted for (or upon the date of attempted delivery where delivery isrefused), if hand-delivered, sent by courier or delivery service, or sent by certified orregistered mail, return receipt requested.     (e) *Amendment, Termination and Waiver*. This Agreement may be amended, modified,terminated or superseded only by written instrument executed by or on behalf of the Granteeand the Company (by action of the Committee or its delegate). Any waiver of the terms orconditions hereof shall be made only by a written instrument executed and delivered by theparty waiving compliance. Any waiver granted by the Company shall be effective only ifexecuted and delivered by a duly authorized executive officer of the Company other thanGrantee. The failure of any party at any time or times to require performance of anyprovisions hereof shall in no manner affect the right to enforce the same. No waiver by anyparty of any term or condition herein, or the breach thereof, in one or more instances shallbe deemed to be, or construed as, a further or continuing waiver of any such condition orbreach or a waiver of any other condition or the breach of any other term or condition.     (f) *No Guarantee of Tax or Other Consequences**.*The Company makes no commitmentor guarantee that any tax treatment will apply or be available to the Grantee or any otherperson. The Grantee has been advised, and provided with ample opportunity, to obtainindependent legal and tax advice regarding this Agreement.     (g) *Governing Law and Severability*. This Agreement shall be governed by thelaws of the State of Texas without regard to its conflicts of law provisions, except aspreempted by controlling federal law. The invalidity of any provision of this Agreement
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     shall not affect any other provision hereof or of the Program or the Plan, which shallremain in full force and effect.     (h) *Successors and Assigns*. This Agreement shall bind, be enforceable by, andinure to the benefit of, the Company and Grantee and any permitted successors and assignsunder the Program.*[Signature page follows.]*
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     ***IN WITNESS WHEREOF****, this Agreement is hereby approved and executed as of the date firstwritten above.*         **Parker Drilling Company**           By:      Name:      Title:                    **Grantee**                Signature             Grantee’s Address for Notices:                                      
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EXHIBIT APeer Group Companies          The following companies comprise the Peer Group to which the Company’s RTSR and ROCEperformance will be compared for the Performance Period:     1. ALY Allis-Chalmers Energy, Inc.2. BAS Basic Energy Services, Inc.3. HP Helmerich & Payne Inc.4. HERO Hercules Offshore, Inc.5. KEG Key Energy Services, Inc.6. NBR Nabors Industries Ltd.7. PDC Pioneer Drilling Company8. PDS Precision Drilling Trust9. TTI Tetra Technologies, Inc.
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EXHIBIT BPerformance Multipliers for Performance Criteria       **Company’s** **9 Peers**    **Rank Against** **Remaining** **8 Peers** **7 Peers****Peers** **(initial case)** **Remaining** **Remaining****1** 2.00 2.00 2.00**2** 1.75 1.70 1.70**3** 1.45 1.40 1.35**4** 1.20 1.00 **1.00****5** **1.00** **1.75** 0.65**6** 0.75 0.50 0.35**7** 0.50 0.25 0.00**8** 0.25 0.00 0.00**9** 0.00 0.00  **10** 0.00    
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