exh1012020timebasedaward






                  INDEPENDENCE CONTRACT DRILLING, INC.                   RESTRICTED STOCK UNIT AWARD AGREEMENT                                  (TIME VESTING)                                    Cash Settlement                                   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   Amended and Restated Independence Contract Drilling, Inc. 2019 Omnibus Incentive Plan, as   amended (the “Plan”).  Each RSUs represent the opportunity to receive a cash payment equal to   the Fair Market Value of share of the Company’s Common Stock multiplied by the number of   vested RSUs. 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.  Exhibits A and B set forth meanings for certain of the   capitalized terms used in this Agreement.          3.    Vesting and Forfeiture.  Except as otherwise provided in Exhibit B or any change   of control or employment agreement between Grantee and a member of the Company Group, all   unvested RSUs will be forfeited automatically by the Grantee for no consideration upon   termination for any reason of Grantee’s employment with the Company or its direct or indirect   subsidiaries (the “Company Group”) prior to the Vesting Date.  To the extent not forfeited prior   to the Vesting Date, the number of RSUs vesting shall, to the extent not vesting earlier pursuant to   Exhibit B, vest as follows:                   •  _____ RSUs shall vest on the first anniversary of the date of grant;                   •  _____ RSUs shall vest on the second anniversary of the date of grant;                  •  _____ RSUs shall vest on the third anniversary of the date of grant.          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. 





 






                                                      With Employment Agreement                  (b) Subject to Section 11(e) and the Plan, the Company shall settle vested RSUs        within 30 days of the date such RSUs vest.  Each vested RSU shall entitle the Grantee to        receive a cash payment equal to the Fair Market Value of one share of Common Stock         multiplied by the number of vested RSUs.                  (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 





 






                                                      With Employment Agreement            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 





 






                                                      With Employment Agreement                  (g) Supersedes Prior Agreements.  Other than the Employment Agreement, 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   or the Employment 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)   Restrictive Covenants.  Grantee agrees to the restrictive covenants   contained in Exhibit C to this Agreement.                (l) 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.                (m) 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 





 






                                                     With Employment Agreement          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:  J. Anthony Gallegos                                  Title: President & Chief Executive Officer                                   Address for Notices:                                                                    Independence Contract Drilling, Inc.                                  20475 Hwy 249, Suite 300                                  Houston, Texas  77070                                  Attn:  General Counsel                                                                    GRANTEE                                                                                                                                                                                                                        J. Anthony Gallegos                                   Address for Notices:                                                                    Executive’s then current address shown in the                                  Company’s records.                                         5 





 






                                    Exhibit A                                 Certain Definitions.     (1)    “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 





 






                                               With Employment Agreement                 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 





 






                                                     With Employment Agreement                                         Exhibit B                      Change of Control.  Notwithstanding any other provision of this Agreement to the  contrary, if, prior to termination of Grantee’s employment with Company Group, a Change of  Control occurs, then any unvested RSUs shall immediately vest upon the occurrence of the Change  of Control.                                                                    8 





 






                                                     With Employment Agreement                                         Exhibit C                                  Restrictive Covenants                                                    In consideration for the grant of RSU’s hereunder, which are expected to vest during  Grantee’s employment with the Company Group over the vesting period, as well as the  protection of the Company Group’s goodwill and Confidential Information, Grantee agrees to  the following:                (a)   Certain Definitions. For purposes of this Exhibit C, the following terms shall have  the following meanings:               (i)   “Cause” shall mean Grantee’s:                          A.     willful and continued failure to comply with the reasonable              written directives of the Company for a period of thirty (30) days after written              notice from the Company;                            B.    willful and persistent inattention to duties for a period of              thirty (30) days after written notice from the Company, or the commission of acts              within employment with the Company Group amounting to gross negligence or              willful misconduct;                           C.    misappropriation of funds or property of the Company              Group or committing any fraud against the Company Group or against any other              person or entity in the course of employment with the Company Group;                           D.    misappropriation of any corporate opportunity, or otherwise              obtaining personal profit from any transaction which is adverse to the interests of              the Company Group or to the benefits of which the Company Group is entitled;                            E.    conviction of a felony involving moral turpitude;                          F.    willful failure to comply in any material respect with the             terms of this Agreement and such non-compliance continues uncured after thirty             (30) days after written notice from the Company;                          G.     chronic substance abuse, including abuse of alcohol, drugs              or other substances or use of illegal narcotics or substances, for which Grantee fails              to undertake treatment immediately after requested by the Company or to complete              such treatment and which abuse continues or resumes after such treatment period,              or possession of illegal narcotics or substances on Company premises or while              performing Grantee’s duties and responsibilities.         For purposes of this definition, no act, or failure to act, by Grantee will be considered        “willful” if done, or omitted to be done, by Grantee in good faith and in the reasonable        belief that the act or omission was in the best interest of the Company or required by        applicable law.                                          9 





 






                                                     With Employment Agreement          Any termination during the Employment Term by the Company for Cause shall be        communicated by Notice of Termination to the Grantee.  For purposes of this Agreement,        a “Notice of Termination” means a written notice which sets forth in reasonable detail the        facts and circumstances claimed to provide a basis for termination of the Grantee’s        employment for “Cause”   The failure by the Company to set forth in the Notice of        Termination any fact or circumstance which contributes to a showing of Cause shall not        waive any right of the Company from asserting such fact or circumstance in enforcing the        Company’s rights hereunder.                 (ii)  “Confidential Information” means any information, knowledge or data of        any nature and in any form (including information that is electronically transmitted or        stored on any form of magnetic or electronic storage media) relating to the past, current or        prospective business or operations of the Company Group, that is not generally known to        persons engaged in a business similar to that conducted by the Company Group, whether        produced by the Company Group or any of its consultants, agents or independent        contractors or by Grantee, and whether or not marked confidential.   Confidential        information does not include information that (1) at the time of disclosure is, or thereafter        becomes, generally available to the public, (2) prior to or at the time of disclosure was        already in the possession of Grantee, (3) is obtained by Grantee from a third party not in        violation of any contractual, legal or fiduciary obligation to the Company Group with        respect to that information or (3) is independently developed by Grantee, but not including        the confidential information provided by the Company Group.               (iii) “Restricted Business” means any the oil and natural gas land contract        drilling business conducted in the United States of America.           (b)   Nondisclosure of Confidential Information.  Grantee shall hold in a fiduciary  capacity for the benefit of the Company Group all Confidential Information which shall have been  obtained by Grantee during Grantee’s employment and shall not use such Confidential Information  other than within the scope of Grantee’s employment with and for the exclusive benefit of the  Company Group.  Following any termination of employment with the Company Group, Grantee  agrees (i) not to communicate, divulge or make available to any person or entity (other than the  Company Group) any such Confidential Information, except (A) upon the prior written  authorization of the Company Group, (B) as may be required by law or legal process, (C) as  reasonably necessary in connection with the enforcement of any right or remedy related to this  Agreement, or (D) unless no longer Confidential Information, and (ii) to deliver promptly to the  Company Group any Confidential Information in Grantee’s possession, including any duplicates  thereof and any notes or other records Grantee has prepared with respect thereto. In the event that  the provisions of any applicable law or the order of any court would require Grantee to disclose or  otherwise make available any Confidential Information then Grantee shall, to the extent  practicable, give the Company prior written notice of such required disclosure and an opportunity  to contest the requirement of such disclosure or apply for a protective order with respect to such  Confidential Information by appropriate proceedings.            (c)   Limited Covenant Not to Compete.  In the event Grantee’s employment is  terminated by Grantee for any reason or by the Company Group for Cause, Grantee agrees that                                          10 





 






                                                      With Employment Agreement      during the period beginning on the date of such termination and ending on the twelve (12) month   anniversary of the date of such termination:                  (i)   Grantee shall not, directly or indirectly, for himself or others, own, manage,         operate, control or participate in the ownership, management, operation or control of any         business, whether in corporate, proprietorship or partnership form or otherwise, that is         engaged, directly or indirectly, in the United States in the Restricted Business; provided,         however, that the restrictions contained herein shall not restrict (A) the acquisition by         Grantee of less than 2% of the outstanding capital stock of any publicly traded company         engaged in a Restricted Business or (B) Grantee from being employed by an entity in which         the majority of such entity’s revenues on a consolidated basis determined in accordance         with generally accepted accounting principles are from activities and businesses that do         not constitute a Restricted Business and provided that Grantee is only employed by and         engaged with divisions and units of such entity that are not engaged in the Restricted         Business; and                (ii)  Grantee shall not, directly or indirectly (A) solicit any individual, who, at         the time of time of such solicitation is an employee of the Company Group, to leave such         employment or hire, employ or otherwise engage any such individual (other than         employees of the Company Group who respond to general advertisements for employment        in newspapers or other periodicals of general circulation (including trade journals)), or        (B) cause, induce or encourage any material actual or prospective client, customer,        supplier, landlord, lessor or licensor of the Company Group to terminate or modify any        such actual or prospective contractual relationship that exists on the date of termination of        employment.     For purposes of clarity, it is understood that the provisions of this paragraph C are not applicable  if Grantee’s employment with the Company Group is terminated by the Company Group without  Cause.   In addition, it is understood that the provisions of this paragraph C shall terminate in all  respects on the fourth anniversary of the date of the Agreement to which this Exhibit C is a  part.          (d)   Injunctive Relief; Remedies.  The covenants and undertakings contained in this   Exhibit C relate to matters which are of a special, unique and extraordinary character and a   violation of any of the terms of this Exhibit C will cause irreparable injury to the Company Group,   the amount of which will be impossible to estimate or determine and which cannot be adequately   compensated.  Accordingly, the remedy at law for any breach of this Exhibit C may be inadequate.    Therefore, notwithstanding anything to the contrary, the Company will be entitled to an injunction,   restraining order or other equitable relief from any court of competent jurisdiction in the event of   any breach of any provision of this Exhibit C without the necessity of proving actual damages or   posting any bond whatsoever.  The rights and remedies provided by this Exhibit C are cumulative   and in addition to any other rights and remedies which the Company Group may have hereunder   or at law or in equity.  The parties hereto further agree that, if any court of competent jurisdiction   in a final nonappealable judgment determines that a time period, a specified business limitation or   any other relevant feature of this Exhibit C is unreasonable, arbitrary or against public policy, then                                           11 





 






                                                     With Employment Agreement    a lesser time period, geographical area, business limitation or other relevant feature which is  determined by such court to be reasonable, not arbitrary and not against public policy may be  enforced against the applicable party.           (e)   Governing Law of this Exhibit C; Consent to Jurisdiction. Any dispute regarding  the reasonableness of the covenants and agreements set forth in this Exhibit C, or the territorial  scope or duration thereof, or the remedies available to the Company upon any breach of such  covenants and agreements, shall be governed by and interpreted in accordance with the laws of the  state of Texas, without regard to conflict of law provisions thereof, and, with respect to each such  dispute, the Company and Grantee each hereby irrevocably consent to the exclusive jurisdiction  of the State of Texas for resolution of such dispute, and further agree that service of process may  be made upon Grantee in any legal proceeding relating to this Exhibit C by any means allowed  under the laws of such state.          (f)   Grantee’s Understanding of this Section.  Grantee hereby represents to the  Company that Grantee has read and understands, and agrees to be bound by, the terms of this  Exhibit C. Grantee acknowledges that the geographic scope and duration of the covenants  contained in Exhibit C are the result of arm’s-length bargaining and are fair and reasonable in light  of (i) the importance of the functions performed by Grantee and the length of time it would take  the Company Group to find and train a suitable replacement, (ii) the nature and wide geographic  scope of the operations of the Company Group, (iii) Grantee’s level of control over and contact  with the Company Group’s business and operations in all jurisdictions where they are located, and  (iv) the fact that the Restricted Business is potentially conducted throughout the geographic area  where competition is restricted by this Agreement. It is the desire and intent of the parties that the  provisions of this Agreement be enforced to the fullest extent permitted under applicable law,  whether now or hereafter in effect and therefore, to the extent permitted by applicable law, the  parties hereto waive any provision of applicable law that would render any provision of this Exhibit  C invalid or unenforceable.                                                   12