exh1042020directorawardo






                                                                                                       INDEPENDENCE CONTRACT DRILLING, INC.        OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT                  (TIME VESTING / 1/3 CASH SETTLEMENT OPTION)                               Director Grantee:  NAME           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”).  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) one third (rounded down in the case of partial a partial share) 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 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                                           1    





 






                                                                                  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.         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.                                         2   





 






                                                                                           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.                (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.                                          3    





 






                                                                                                 (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