a102formof2019directorrs






                                                                                                     INDEPENDENCE CONTRACT DRILLING, INC.        OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT               (TIME VESTING / PARTIAL CASH SETTLEMENT OPTION)                               Director Grantee:   ______          1.    Grant of Restricted Stock Unit Award.                 (a)   As  of  ______________,  the  date  of  this  agreement  (this  “ Agreement ”),  Independence Contract Drilling, Inc., a Delaware corporation (the “ Company ”), hereby grants to   the Grantee (identified above) _______ restricted stock units (the “ RSUs ”) pursuant to the 2019   Omnibus Incentive Plan, as may be amended from time to time (the “ Plan ”); provided, however,  the  grant  of  RSUs  contemplated  herein  shall  be  subject  to  the  approval  of  the  Plan  by  the  Company’s stockholders at the Company’s 2019 Annual Meeting of Stockholders and if the Plan  shall  not  be  approved  at  such  meeting,  the  RSUs  granted  hereunder  shall  be  forfeited  for  no  consideration without any action on the part of the Company or the Grantee.  Each RSU represents  the opportunity to receive one share of Common Stock of the Company, or for a portion of the  RSUs the value of one share of Common Stock of the Company, as set forth in Section 5(b) below,  based  upon  satisfaction  of  the  vesting  requirement contained  herein.  The  Plan  is  hereby  incorporated in this Agreement in its entirety by reference.  In the event of a conflict between the  terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.           2.    Definitions.  All capitalized terms used herein shall have the meanings set forth in  the  Plan  unless  otherwise  provided  herein.   Exhibit  A  sets  forth  meanings  for  certain  of  the  capitalized terms used in this Agreement.         3.    Vesting and Forfeiture.  Except as otherwise provided in Exhibit C, all unvested  RSUs will be forfeited automatically by the Grantee for no consideration upon termination for any  reason of Grantee’s directorship with the Company or its affiliates (the “ Company Group ”) prior  to the Vesting Date.  To the extent not previously forfeited, the number of RSUs vesting shall, to  the extent not vesting earlier pursuant to Exhibit B, vest entirely on the one-year anniversary of  the date of grant set forth above (the “ Vesting Date ”).           4.    Purchase Price.  No consideration shall be payable by the Grantee to the Company  for the RSUs.         5.    Restrictions on RSUs and Settlement of Vested RSUs.                 (a)   No Dividend Equivalents are granted with to any RSUs.               (b)   The Company shall settle all vested RSUs within 30 days of the date such  RSUs vest as follows:  (i) to the extent Grantee elects by written communication delivered to the  Company prior to or on the Vesting Date, up to 7,474 of the total number of RSUs subject to this  Award shall be settled in cash and with respect to each such cash-settled RSU, the Company shall                                          1    





 






                                                                                  pay to the Grantee an amount equal to the Fair Market Value of one share of Common Stock as of  the Vesting Date; and (ii) all or the remaining number after giving effect to any election by Grantee  in the foregoing clause (i), as applicable, of the total number of RSUs subject to this Award shall  be  settled  in  shares  of  Common  Stock  and  with  respect  to  each  such  share-settled  RSU,  the  Company shall issue to the Grantee one share of Common Stock.                 (c)   Nothing in this Agreement or the Plan shall be construed to:                     (i)   give the Grantee any right to be awarded any further RSUs or any        other  Award  in  the  future,  even  if  RSUs  or  other  Awards  are  granted  on  a  regular  or        repeated basis, as grants of RSUs and other Awards are completely voluntary and made        solely in the discretion of the Committee;                     (ii)  give the Grantee or any other person any interest in any fund or in        any specified asset or assets of the Company or any Affiliate; or                     (iii)  confer upon the Grantee the right to continue in the employment or        service of the Company or any Affiliate, or affect the right of the Company or any Affiliate        to terminate the employment or service of the Grantee at any time or for any reason.               (d)   The Grantee shall not have any voting rights with respect to the RSUs.         6.    Independent Legal and Tax Advice.  Grantee acknowledges that the Company  has  advised  Grantee  to  obtain  independent  legal  and  tax  advice  regarding  the  grant,  holding,  vesting and settlement of the RSUs in accordance with this Agreement and any disposition of any  such Awards or the shares of Common Stock issued with respect thereto.         7.    Reorganization of Company.  The existence of this Agreement shall not affect in  any way the right or power of the Company or its stockholders to make or authorize any or all  adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure  or its business, or any merger or consolidation of the Company, or any issue or bonds, debentures,  preferred stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale  or transfer of all or any part of its assets or business, or any other corporate act or proceeding,  whether of a similar character or otherwise.  Except as otherwise provided herein, in the event of  a Corporate Change as defined in the Plan, Section 4.5 of the Plan shall be applicable.         8.    Investment Representation.  Grantee will enter into such written representations,  warranties and agreements as the Company may reasonably request in order to comply with any  federal or state securities law.  Moreover, any stock certificate for any shares of stock issued to  Grantee  hereunder  may  contain  a  legend  restricting their  transferability  as  determined  by  the  Company in its discretion.  Grantee agrees that the Company shall not be obligated to take any  affirmative action in order to cause the issuance or transfer of shares of Stock hereunder to comply  with any law, rule or regulation that applies to the shares subject to this Agreement.         9.    No Guarantee of Employment.  This Agreement shall not confer upon Grantee  any right to continued employment with the Company or any Affiliate thereof.                                           2    





 






                                                                                        10.   Withholding of Taxes.  The Company or an Affiliate shall be entitled to satisfy,  pursuant to Section 16.3 of the Plan, any and all tax withholding requirements with respect to  RSUs.         11.   General.               (a)   Notices.  All notices under this Agreement shall be mailed or delivered by  hand to the parties at their respective addresses set forth beneath their signatures below or at such  other address as may be designated in writing by either of the parties to one another, or to their  permitted transferees if applicable.  Notices shall be effective upon receipt.               (b)   Transferability  of  Award.   The  rights  of  the  Grantee  pursuant  to  this  Agreement are not transferable by Grantee.  No right or benefit hereunder shall in any manner be  liable  for  or  subject  to  any  debts,  contracts,  liabilities,  obligations  or  torts  of  Grantee  or  any  permitted  transferee  thereof.  Any  purported  assignment,  alienation,  pledge,  attachment,  sale,  transfer or other encumbrance of the RSUs, prior to the lapse of restrictions, that does not satisfy  the requirements hereunder shall be void and unenforceable against the Company.               (c)   Amendment and Termination.  No amendment, modification or termination  of  this  Agreement  shall  be  made  at  any  time  without  the  written  consent  of  Grantee  and  the  Company.               (d)   No  Guarantee  of  Tax  Consequences.   The  Company  and the  Committee  make no commitment or guarantee that any federal, state, local or other tax treatment will (or will  not)  apply  or  be  available  to  any  person  eligible  for  compensation  or  benefits  under  this  Agreement.   The  Grantee  has  been  advised  and  been  provided  the  opportunity  to  obtain  independent legal and tax advice regarding the granting, vesting and settlement of RSUs pursuant  to the Plan and this Agreement and the disposition of any Common Stock acquired thereby.                (e)   Section 409A.  The award of RSUs hereunder is intended to either comply  with or be exempt from Section 409A, and the provisions of this Agreement shall be administered,  interpreted and construed accordingly. If the Grantee is a “specified employee” within the meaning  of Section 409A(a)(2)(B)(i) of the Code on the date on which the Grantee has a “separation from  service”  (other  than  due  to  death)  within the  meaning  of  Section  1.409A-1(h)  of  the  Treasury  Regulations, notwithstanding the provisions of this Agreement,  any transfer of shares or other  compensation payable on account of Grantee’s separation from service that constitute deferred  compensation  under  Section  409A  shall  take  place  on  the  earlier  of  (i)  the  first  business  day  following the expiration of six months from the Grantee’s separation from service, or (ii) such  earlier  date  as  complies  with  the  requirements  of  Section  409A.  To  the  extent  required  under  Section 409A, the Grantee shall be considered to have terminated employment with the Company  or its affiliates (the “Company Group”) when the Grantee incurs a “separation from service” with  respect to the Company Group within the meaning of Section 409A(a)(2)(A)(i) of the Code.               (f)   Severability.  In the event that any provision of this Agreement shall be held  illegal, invalid or unenforceable for any reason, such provision shall be fully severable, but shall  not affect the remaining provisions of the Agreement, and the Agreement shall be construed and  enforced as if the illegal, invalid or unenforceable provision had not been included therein.                                          3    





 






                                                                                              (g)   Supersedes Prior Agreements.  This Agreement shall supersede and replace  all prior agreements and understandings, oral or written, between the Company and the Grantee  regarding the grant of the RSUs covered hereby.               (h)   Governing Law.  This Agreement shall be construed in accordance with the  laws of the State of Delaware without regard to its conflict of law provisions, to the extent federal  law does not supersede and preempt Delaware law.               (i)   No Trust or Fund Created.  This Agreement shall not create or be construed  to create a trust or separate fund of any kind or a fiduciary relationship between the Company or  any Affiliate and a Grantee or any other Person.  To the extent that any Person acquires a right to  receive payments from the Company or any Affiliates pursuant to this Agreement, such right shall  be no greater than the right of any general unsecured creditor of the Company or any Affiliate.               (j)   Clawback  Provisions.   Notwithstanding  any  other  provisions  in  this  Agreement to the contrary, any incentive-based compensation, or any other compensation, payable  pursuant  to  this  Agreement  or  any  other  agreement  or  arrangement  with  the  Company  or  an  affiliate which is subject to recovery under any law, government regulation or stock exchange  listing requirement, will be subject to such deductions and clawback as may be required to be made  pursuant to such law, government regulation or stock exchange listing requirement (or any policy  adopted  by  the  Company  or  an  affiliate  pursuant  to such  law,  government  regulation  or  stock  exchange listing requirement.)               (k)   Other Laws.  The Company retains the right to refuse to issue or transfer  any Stock if it determines that the issuance or transfer of such shares might violate any applicable  law or regulation or entitle the Company to recover under Section 16(b) of the Securities Exchange  Act of 1934.               (l)   Binding Effect.  This Agreement shall be binding upon and inure to the  benefit of any successors to the Company and all persons lawfully claiming under the Grantee.                                           4    





 






                                                                                        IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its  behalf by its duly authorized officer and Grantee has hereunto executed this Agreement as of the  date set forth above.                                    INDEPENDENCE CONTRACT DRILLING, INC.                                    By:                                                                              Name:                                     Title:                                     Address for Notices:                                                                      Independence Contract Drilling, Inc.                                   20475 Hwy 249, Suite 300                                   Houston, Texas  77070                                   Attn:  Chief Executive Officer                                                                      GRANTEE                                                                                                                                                                                                                                                                   Address for Notices:                                                                      Director’s then current address shown in the Company’s                                   records.                                          5    





 






                                           Exhibit A                            Certain Definitions .                  “Change of Control ” shall mean:               (i)   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 (i) of this definition; or                (i)   individuals,  who,  as  of  the  date  hereof  constitute the  Board  (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 date hereof   whose election, or nomination for election by the Company’s stockholders or members,   was approved by a vote of at least a 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 subsection (ii), 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;                 (ii)  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                                    6                





 






                                                                                        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               (iii)  approval  by  the  stockholders  of  the  Company  of  a  complete  liquidation or dissolution of the Company.                                                    7                





 






                                                                                                                        Exhibit B                                                        Change  of  Control.    Notwithstanding  any  other  provision  of  this  Agreement  to  the  contrary, if, prior to the scheduled Vesting Date, a Change of Control occurs, then any unvested  RSUs shall immediately vest upon the occurrence of the Change of Control.                                          8    





 






                                                                                                                        Exhibit B                                                        Change  of  Control.    Notwithstanding  any  other  provision  of  this  Agreement  to  the  contrary, if, prior to the scheduled Vesting Date, a Change of Control occurs, then any unvested  RSUs shall immediately vest upon the occurrence of the Change of Control.                                                    1