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is still an Employee and has continuously been an Employee from the Grant Date through theVesting Date, except as provided in Section 4 hereof.          (b) *Settlement of Units*. Except with respect to Units that become vested by reason ofSection 4(c), within sixty (60) days after any other Units become vested, the Company shalltransfer to Grantee the number of Shares for the vested Units and such Units shall expire whenexchanged for such Shares. Units that become vested during a calendar year by reason ofSection 4(c) shall be settled within sixty (60) days of the earlier of the close of suchcalendar year or termination of the Grantee’s Employment. All Shares delivered to or on behalf ofGrantee in exchange for vested Units shall be subject to any further transfer or other restrictionsas may be required by securities law or other applicable law as determined by the Company.          (c) *Dividends and Splits*. If the Company (i) declares a stock dividend or makes adistribution on its Shares, (ii) subdivides or reclassifies outstanding Shares into a greaternumber of Shares, or (iii) combines or reclassifies outstanding Shares into a smaller number ofShares, then the number of Units granted under this Agreement shall be proportionately increased orreduced, as applicable, so as to prevent the enlargement or dilution of Grantee’s rights and dutieshereunder. The determination of the Committee regarding such adjustments shall be binding.     4. **Termination of Employment**. If Grantee’s Employment is voluntarily or involuntarilyterminated by the Company or Grantee, then Grantee shall immediately forfeit the outstanding Unitsthat are not already vested as of such date, except as provided below in this Section 4.Upon the forfeiture of any Units hereunder, the Grantee shall cease to have any rights inconnection with such Units as of the date of forfeiture.          (a) *Termination of Employment*. Except as provided in Section 4(c) andSection 4(e), if the Grantee’s Employment is terminated for any reason other than due todeath, Disability, or Involuntary Termination Without Cause, any non-vested Units at the time ofsuch termination shall automatically expire and terminate and no vesting shall occur after thetermination of Employment date. In such event, the Grantee will receive no payment for unvestedUnits.          (b) *Involuntary Termination Without Cause*. Except as provided in Section4(e), in the event of the Grantee’s Involuntary Termination Without Cause, all of therestrictions and any other conditions for all Units then outstanding shall be fully satisfied on aPro Rata Basis (as defined in the Program), and thus only that portion of the outstanding Unitsshall become free of all restrictions and vested, and any remaining unvested Units shall beforfeited.          (c) *Retirement*. Except as provided in Section 4(e), upon the Grantee’ssatisfaction of the eligibility requirements for Retirement (as defined in the Program), all of therestrictions and any other conditions for all Units then Outstanding shall be fully satisfied on aPro Rata Basis (as defined in the Program), and thus only that portion of the outstanding Unitsshall become free of all restrictions and vested; and any remaining outstanding Units shallcontinue to vest in a like manner each month until the earlier of the Vesting Date or terminationof Grantee’s Employment. Any non-vested Units at the time of such termination shall
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automatically expire and terminate and no vesting shall occur after the termination ofEmployment date. In such event, the Grantee will receive no payment for unvested Units.          (d) *Disability or Death*. Upon termination of Grantee’s Employment as the result ofGrantee’s Disability (as defined in the Plan) or death, then all of the outstanding Units shallbecome 100% vested and free of all restrictions on such date.          (e) *Change in Control*. If there is a Change in Control of the Company (as defined inthe Program), then in the event of the Grantee’s Involuntary Termination Without Cause (as definedin the Program) within two (2) years following the effective date of the Change in Control, all theoutstanding Units shall automatically become 100% vested and free of all restrictions on theGrantee’s termination of Employment date.     5. **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 have previously been transferred to the Grantee under this Agreement, direct the Company tosend a notice of recapture (a “**Recapture Notice**”) to such Grantee. Within ten (10) days afterreceiving a Recapture Notice from the Company, the Grantee will deliver to the Company either (i)the actual number of Shares that were transferred to the Grantee upon vesting of Units or (ii) acash equivalent payment in an amount equal to the Fair Market Value of such Shares at the time whentransferred to the Grantee, unless the Recapture Notice demands repayment of a lesser sum. Allrepayments hereunder shall be net of the taxes that were withheld by the Company when the Shareswere originally transferred to Grantee following vesting of the Incentive Award.     6. **Grantee’s Representations**. Notwithstanding any provision hereof to the contrary, theGrantee hereby agrees and represents that Grantee will not acquire any Shares, and that the Companywill 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 or regulation of any governmentalauthority. Any determination in this regard that is made by the Committee, in good faith, shall befinal and binding. The rights and obligations of the Company and the Grantee are subject to allapplicable laws and regulations.     7. **Tax Withholding**. To the extent that the receipt of Shares hereunder results incompensation income to Grantee for federal, state or local income tax purposes, Grantee shalldeliver 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.
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     8. **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.     9. **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.     10. **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 Units properly granted to the Grantee pursuant to the Program, theCommittee reserves the right to cancel any erroneous document and, if appropriate, to replace thecancelled document with a corrected document. All determinations and computations under thisAgreement shall be made by the Committee (or its authorized delegate) in its discretion asexercised in good faith.          The award of Units is intended to comply with or be exempt from Section 409A of the InternalRevenue Code and any ambiguous provisions hereof shall be interpreted accordingly. Accordingly,Grantee consents to such amendment of this Agreement as the Committee may reasonably make infurtherance of such intention, and the Company shall promptly provide, or make available, toGrantee a copy of any such amendment.     11. **Miscellaneous**.          (a) *No Fractional Shares*. All provisions of this Agreement concern whole Shares. Ifthe application of any provision hereunder would yield a fractional Share, such fractional Shareshall be rounded down to the next whole Share if it is less than 0.5 and rounded up to the nextwhole Share if it is 0.5 or more.          (b) *Transferability of Units*. The Units are transferable only to the extent permittedunder the Program at the time of transfer (i) by will or by the laws of descent and distribution,or (ii) by a domestic relations order in such form as is acceptable to the Company. No right orbenefit hereunder shall in any manner be liable for or subject to any debts, contracts,liabilities, obligations or torts of the Grantee or any permitted transferee thereof.          (c) *Not an Employment Agreement*. This Agreement is not an employment agreement, andno provision of this Agreement shall be construed or interpreted to create any Employmentrelationship between Grantee and the Company for any time period. The Employment of Grantee withthe Company shall be subject to termination to the same extent as if this Agreement 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, bytelecopy or similar facsimile means, by certified or registered mail, return receipt requested, orby courier or delivery service, addressed to the Company at its then current main corporate
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address, and to Grantee at the address indicated on the Company’s records, or at such otheraddress and number as a party has last previously designated by written notice given to the otherparty in the manner hereinabove set forth. Notices shall be deemed given when received, if sent byfacsimile means (confirmation of such receipt by confirmed facsimile transmission being deemedreceipt of communications sent by facsimile means); and when delivered and receipted for (or uponthe date of attempted delivery where delivery is refused), if hand-delivered, sent by courier ordelivery service, or sent by certified or registered 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 Grantee and theCompany (by action of the Committee or its delegate). Any waiver of the terms or conditions hereofshall be made only by a written instrument executed and delivered by the party waiving compliance.Any waiver granted by the Company shall be effective only if executed and delivered by a dulyauthorized executive officer of the Company other than Grantee. The failure of any party at anytime or times to require performance of any provisions hereof shall in no manner affect the rightto enforce the same. No waiver by any party of any term or condition herein, or the breachthereof, in one or more instances shall be deemed to be, or construed as, a further or continuingwaiver of any such condition or breach or a waiver of any other condition or the breach of anyother term or condition.          (f) *No Guarantee of Tax or Other Consequences**.*The Company makes no commitment orguarantee that any tax treatment will apply or be available to the Grantee or any other person. TheGrantee has been advised, and provided with ample opportunity, to obtain independent legal and taxadvice regarding this Agreement.          (g) *Governing Law and Severability*. This Agreement shall be governed by the laws ofthe State of Texas without regard to its conflicts of law provisions, except as preempted bycontrolling federal law. The invalidity of any provision of this Agreement shall not affect anyother provision hereof or of the Program or the Plan, which shall remain in full force and effect.          (h) *Successors and Assigns*. This Agreement shall bind, be enforceable by, and inureto the benefit of, the Company and Grantee and any permitted successors and assigns under theProgram.*[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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