exv10w5



 





Exhibit 10.5




RESTRICTED STOCK AWARD AGREEMENT



Patterson-UTI Energy, Inc.



1997 Long-Term Incentive Plan




     This Restricted Stock Award Agreement (the “Agreement”) is made by and
between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”),
Jonathan D. Nelson (the “Recipient”) effective as of
the 28th day of April,
2004 (the “Grant Date”), pursuant to Patterson-UTI Energy, Inc. 1997 Long-Term
Incentive Plan, as amended (the “Plan”), which is incorporated by reference
herein in its entirety.



     Whereas, the Company desires to grant to the Recipient the shares of
equity securities specified herein (the “Shares”), subject to the terms and
conditions of this Agreement; and



     Whereas, the Recipient desires to have the opportunity to hold Shares
subject to the terms and conditions of this Agreement;



     Now, therefore, in consideration of the premises, mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:




	1.	 	Definitions. For purposes of this Agreement, the following terms shall
have the meanings indicated:






	(a)	 	“Forfeiture Restrictions” shall mean any prohibitions and
restrictions set forth herein with respect to the sale or other
disposition of Shares issued to the Recipient hereunder and the
obligation to forfeit and surrender such shares to the Company.
	 
	(b)	 	“Restricted Shares” shall mean the Shares that are subject to
the Forfeiture Restrictions under this Agreement.






	 	 	Capitalized terms not otherwise defined in this Agreement shall have the
meanings given to such terms in the Plan.
	 
	2.	 	Grant of Restricted Shares. Effective as of the Grant Date, the Company
shall cause to be issued in the Recipient’s name the following Shares as
Restricted Shares: 12,500 shares of the Company’s common stock, $.01 par
value per share. The Company shall cause certificates evidencing the
Restricted Shares to be issued in the Recipient’s name, and, subject to
the Forfeiture Restrictions and other terms and conditions of this
Agreement, the Recipient shall have all the rights of a stockholder with
respect to such Restricted Shares. Regular, ordinary dividends paid with
respect to the Restricted Shares in cash shall be paid to the Recipient
currently. All other dividends and distributions, whether paid in cash,
stock in the Company, rights to acquire stock in the Company or any other
property shall be added to and become a part of the Restricted Shares.
Upon issuance, the certificates shall be delivered to the Secretary of the
Company or to such other depository as may be designated by the Committee under the Plan as
a depository




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	 	 	for safekeeping until the forfeiture of such Restricted
Shares occurs or the Forfeiture Restrictions lapse. Effective as of the
Grant Date, the Recipient shall deliver to the Company all stock powers,
endorsed in blank, relating to the Restricted Shares. In accepting this
award of Shares the Recipient accepts and agrees to be bound by all the
terms and conditions of the Plan.
	 
	3.	 	Transfer Restrictions. The Shares granted hereby may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred,
encumbered or disposed of, to the extent then subject to the Forfeiture
Restrictions. Any such attempted sale, assignment, pledge, exchange,
hypothecation, transfer, encumbrance or disposition in violation of this
Agreement shall be void and the Company shall not be bound thereby.
Further, the Shares granted hereby that are no longer subject to
Forfeiture Restrictions may not be sold or otherwise disposed of in any
manner which would constitute a violation of any applicable federal or
state securities laws, and the Recipient agrees (i) that the Company may
refuse to cause the transfer of the Shares to be registered on the
applicable stock transfer records if such proposed transfer would, in the
opinion of counsel satisfactory to the Company, constitute a violation of
any applicable securities law, and (ii) that the Company may give related
instructions to the transfer agent, if any, to stop registration of the
transfer of the Shares.
	 
	4.	 	Vesting. The Shares that are granted hereby shall be subject to the
Forfeiture Restrictions. All of the Forfeiture Restrictions shall lapse
and the Restricted Shares shall vest as follows (it being understood that
the number of shares of Restricted Shares as to which all restrictions
have lapsed and which have vested in the Recipient at any time shall be
the greatest of the number of vested Shares specified in subparagraph (a),
(b), (c) or (d) below):






	(a)	 	The Recipient shall become vested as to the Restricted Shares
pursuant to the following vesting schedule:






	(i)	 	on the third anniversary of the Grant Date, 50%
of the Restricted Shares subject to this Agreement shall vest;
and
	 
	(ii)	 	on the fourth anniversary of the Grant Date, the
remaining 50% of the Restricted Shares subject to this
Agreement shall vest.






	(b)	 	If the Recipient’s employment with the Company and all
Subsidiaries is terminated for any reason other than death or
disability, or for no reason at all, before all the Shares have
vested, the Shares that have not vested shall be forfeited and the
Recipient shall cease to have any rights of a stockholder with
respect to such forfeited Shares.
	 
	(c)	 	In the event of the termination of the Recipient’s employment
with the Company and all Subsidiaries due to death or disability
before all of the Share have vested, the Recipient shall become
vested in the number of Restricted Shares equal to the sum of the
following:




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	(i)	 	a number equal to the product of (A) 50% of the
Restricted Shares that are granted hereby, multiplied by (B) a
fraction, the numerator of which is the number of days in the
period commencing on and including the Grant Date and ending
on and including the date of the Recipient’s termination of
employment due to death or disability, and the denominator of
which is 1095, plus
	 
	(ii)	 	a number equal to the product of (A) 50% of the
Restricted Shares that are granted hereby, multiplied by (B) a
fraction, the numerator of which is the number of days in the
period commencing on and including the Grant Date and ending
on and including the date of the Recipient’s termination of
employment due to death or disability, and the denominator of
which is 1461.






	(d)	 	Upon the occurrence of a Change of Control (as defined in
Section 5.9 of the Plan), the Shares that have not vested as of the
date of such Change of Control shall be 100% vested; provided,
however, that this subparagraph (d) shall not apply if, within the
meaning of the proviso in Section 3.1(c) of the Plan, the Recipient
is the Person or forms part of the Person as specified in Section
5.9(1) of the Plan.






	 	 	Shares that have not vested in accordance with subparagraphs (a), (b),
(c) or (d) above shall be forfeited and the Recipient shall cease to have
any rights of a stockholder with respect to such forfeited Shares






	 	 	Upon the lapse of the Forfeiture Restrictions with respect to Shares
granted hereby, the Company shall cause to be delivered to the Recipient
a stock certificate representing such Shares, and such Shares shall be
transferable by the Recipient (except to the extent that any proposed
transfer would, in the opinion of counsel satisfactory to the Company,
constitute a violation of applicable securities law).






	5.	 	Capital Adjustments and Reorganizations. The existence of the Restricted
Shares shall not affect in any way the right or power of the Company or
any company the stock of which is awarded pursuant to this Agreement to
make or authorize any adjustment, recapitalization, reorganization or
other change in its capital structure or its business, engage in any
merger or consolidation, issue any debt or equity securities, dissolve or
liquidate, or sell, lease, exchange or otherwise dispose of all or any
part of its assets or business, or engage in any other corporate act or
proceeding.






	6.	 	Tax Withholding. To the extent that the receipt of the Restricted Shares
or the lapse of any Forfeiture Restrictions results in income to the
Recipient for federal, state or local income, employment, excise or other
tax purposes with respect to which the Company has a withholding
obligation (including, but not limited to, any such withholding obligation
resulting from an election described in Section 7 of this Agreement) the
Recipient shall deliver to the Company at the time of such receipt or
lapse, as the case may be, such amount of money as the Company may require
to meet its obligation under applicable tax laws or regulations, and, if
the Recipient fails to do so, the Company is




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	 	 	authorized to withhold from the Shares granted hereby or from any cash or
stock remuneration then or thereafter payable to the Recipient in any
capacity any tax required to be withheld by reason of such resulting
income.






	7.	 	Section 83(b) Election. The Recipient shall not exercise the election
permitted under Section 83(b) of the Internal Revenue Code of 1986, as
amended, with respect to the Restricted Shares without the prior written
approval of the Chief Financial Officer of the Company. If the Chief
Financial Officer of the Company permits the election, the Recipient shall
timely comply with the Recipient’s obligations under, and the Company
shall have all the rights under, Section 6 of this Agreement with respect
to any tax withholding obligation relating to any such election.
	 
	8.	 	No Fractional Shares. All provisions of this Agreement concern whole
Shares. Notwithstanding anything contained in this Agreement to the
contrary, if the application of any provision of this Agreement would
yield a fractional share, such fractional share shall be rounded down to
the next whole Share.
	 
	9.	 	Not an Employment Agreement. This Agreement is not an employment
agreement, and no provision of this Agreement shall be construed or
interpreted to create an employment relationship between the Recipient and
the Company or guarantee the right to remain an employee of the Company
for any specified term.
	 
	10.	 	Legend. The Recipient consents to the placing on the certificate for the
Shares of an appropriate legend restricting resale or other transfer of
the Shares except in accordance with all applicable securities laws and
rules thereunder, as well as any legend under Section 3.1(b) of the Plan
as determined by the Committee.
	 
	11.	 	Notices. Any notice, instruction, authorization, request or demand
required hereunder shall be in writing, and shall be delivered either by
personal delivery, by telegram, telex, telecopy or similar facsimile
means, by certified or registered mail, return receipt requested, by
facsimile transmission or by courier or delivery service, to the Company
at 4510 Lamesa Hwy., Snyder, Texas 79549, Attention: Restricted Stock,
facsimile number (325) 574-6307, and to the Recipient at the Recipient’s
address and facsimile number (if applicable) indicated beneath the
Recipient’s signature on the execution page of this Agreement, or at such
other address and facsimile number as a party shall have previously
designated by written notice given to the other party in the manner
hereinabove set forth. Notices shall be deemed given when received, if
sent by facsimile means (confirmation of such receipt by confirmed
facsimile transmission being deemed receipt of communications sent by
facsimile means); and when delivered (or upon the date of attempted
delivery where delivery is refused), if hand-delivered, sent by express
courier or delivery service, or sent by certified or registered mail,
return receipt requested.
	 
	12.	 	Amendment and Waiver. Except as otherwise provided in Section 5.3 of the
Plan, this Agreement may be amended, modified or superseded only by
written instrument executed by the Company and the Recipient. Only a
written instrument executed and delivered by the party waiving compliance
hereof shall make any waiver of the terms or




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	 	 	conditions effective. Any waiver granted by the Company shall be
effective only if executed and delivered by a duly authorized executive
officer of the Company. The failure of any party at any time or times to
require performance of any provisions hereof shall in no manner affect
the right to enforce the same. No waiver by any party of any term or
condition, or of any breach of any term or condition, contained in this
Agreement, in one or more instances, shall be construed as a continuing
waiver of any such condition or breach, a waiver of any other term or
condition, or a waiver of any breach of any other term or condition.






	13.	 	Governing Law and Severability. This Agreement shall be governed by the
laws of the State of Texas without regard to its conflicts of law
provisions. The invalidity of any provision of this Agreement shall not
affect any other provision of this Agreement, which shall remain in full
force and effect.
	 
	14.	 	Successors and Assigns. Subject to the limitations which this Agreement
imposes upon the transferability of the Shares granted hereby, this
Agreement shall bind, be enforceable by and inure to the benefit of the
Company and its successors and assigns, and to the Recipient, the
Recipient’s permitted assigns, executors, administrators, agents, legal
and personal representatives.
	 
	15.	 	Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original for all purposes but all
of which taken together shall constitute but one and the same instrument
	 
	16.	 	Grant Subject to Terms of Plan and this Agreement. The Recipient
acknowledges and agrees that the grant of the Restricted Shares hereunder
is made pursuant to and governed by the terms of the Plan and this
Agreement, ratifies and consents to any action taken by the Company, the
Board of Directors or the Committee concerning the Plan and agrees that
the grant of the Restricted Shares pursuant to this Agreement is subject
in all respects to the more detailed provisions of the Plan and to the
shareholders’ approval of the Plan.






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Exhibit 10.5




     In Witness Whereof, the Company has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and the Recipient has
executed this Agreement, all effective as of the date first above written.


	 	 	 	 	 
	 	PATTERSON-UTI ENERGY

 	 
	 	By:  	/s/  Cloyce A. Talbott
 	 
	 	Name:  	Cloyce A. Talbott 	 
	 	Title:  	Chief Executive Officer 	 







	 	 	 	 	 
	 	RECIPIENT:
 	 
	 	
/s/ Jonathan D. Nelson
 	 
	 	Name:  	Jonathan D. Nelson 	 
	 	Address: 	4510 Lamesa Hwy.

Snyder, TX  79549 	 




	 	 	 	 	 
	 

	 	Facsimile No.:
	 	 
	 

	 	 	

	 







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Irrevocable Stock Power




     Know all men by these presents, That the undersigned, For Value Received,
has bargained, sold, assigned and transferred and by these presents does
bargain, sell, assign and transfer unto Patterson-UTI Energy, Inc., a Delaware
corporation (the “Company”), the Shares transferred pursuant to the Restricted
Stock Award Agreement dated effective as of April 28, 2004, between the Company
and the undersigned; and subject to and in accordance with such Restricted
Stock Award Agreement the undersigned does hereby constitute and appoint the
Secretary of the Company the undersigned’s true and lawful attorney,
IRREVOCABLY, to sell assign, transfer, hypothecate, pledge and make over all or
any part of such Shares and for that purpose to make and execute all necessary
acts of assignment and transfer thereof, and to substitute one or more persons
with like full power, hereby ratifying and confirming all that said attorney or
his or her substitutes shall lawfully do by virtue hereof.



     In Witness Whereof, the undersigned has executed this Irrevocable Stock
Power effective the                     day of                                       , 2004.




	 	 	 
	 

	 	

	

	 	Name: Jonathan D. Nelson