3. **Severance Payments**. On the first regularly scheduled Parker Drilling payroll date thatcommences more than six months after the Termination Date or, if later, Executive’s “separationfrom service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and theTreasury Regulations and other guidance thereunder (“Section 409A”), Parker Drilling shall pay toExecutive in lump sum the amount of Seven Hundred Eight Thousand Seventy-Five United States Dollars($708,075), representing the “Additional Payment” required by Section 6(b)(1) of the EmploymentAgreement.     4. **Vesting of Restricted Stock.**Executive is the recipient of 161,362 shares of ParkerDrilling common stock (“Grant Shares”), which shares are listed on Appendix A to this Agreement,granted under certain award agreements (the “Restricted Stock Award Agreements”) pursuant to theterms of the Parker Drilling Company 2005 Long-Term Incentive Plan effective as of March 18, 2005.The terms of the Restricted Stock Award Agreements provide that Executive’s rights to the GrantShares shall terminate upon termination of Executive’s employment with the Company. Under theterms of the Parker Drilling Company 2005 Long-Term Incentive Plan (“2005 LTIP”) and the RestrictedStock Award Agreements issued pursuant to the 2005 Plan, Executive’s rights to such Grant Sharesshall continue and such Grant Shares shall continue to vest under the terms of the respectiveRestricted Stock Award Agreementduring the term of Executive’s Employment (as defined inthe 2005 LTIP) as a consultant. In addition, at any time during the term of the ConsultingAgreement, the Compensation Committee of the Board of Directors may, in its sole discretion,authorize the proper officers of the Company to amend the terms of any Restricted Stock AwardAgreement to accelerate the vesting schedule related to some or all of the Grant Shares. In theevent the Compensation Committee determines to approve the amendment of the terms of any RestrictedStock Award Agreement to accelerate the vesting schedule associated with any Grant Shares, theCompany shall given written notice to the Executive of such amendment and such Grant Shares shallbecome fully vested and transferable to Executive free of any and all restrictions. Any GrantShare which remains subject to a vesting schedule at the end of the term of the ConsultingAgreement shall be forfeited by Executive.     5. **Executive’s Stock Options.**Executive has been awarded 25,000 stock options (“StockOptions”), which stock options are listed on Appendix A to this Agreement, pursuant tothe Parker Drilling Company 1997 Stock Plan, as amended. The terms of the Stock Option
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AwardAgreement entered into by the Company and Executive as of July 15, 2003 provide that Executive’srights to the Option Shares are exercisable only during the time Executive remains an employee,director or consultant of the Company. Executive’s rights to such Option Shares shall continueduring the term of the Consulting Agreement. In addition, at any time during the term of theConsulting Agreement, the Compensation Committee of the Board of Directors may, in its solediscretion, by written notice from the Company to Executive, extend the exercise period related tosome or all of the Option Shares for any period from and after the expiration of the term of theConsulting Agreement up to and including July 15, 2010. In the event the Compensation Committeedetermines to extend the exercise period associated with any Option Shares, such Option Shares maybe exercised at any time up to the later of: (i) the expiration of the term of the ConsultingAgreement or (ii) the extended period approved by the Compensation Committee, if any, up to andincluding July 15, 2010.     6. **Group Health Coverage.**Parker Drilling shall maintain Executive’s group health plan andgroup dental plan coverage for a period of eighteen (18) months following the Termination Date, atsubstantially the same level of coverages as existed on the Termination Date; provided, however,Executive and his covered dependents, if any, shall not be required to pay any portion of thepremium cost to retain such coverages but in all other respects shall be treated the same as otherparticipants under the terms of such plans. Following the expiration of the 18-month period,Executive shall be entitled to elect additional continuation coverage under such plans pursuant tothe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the Company’sprocedures for COBRA administration, or otherwise. In the event that such additional COBRAcoverage is elected, (i) the COBRA time period shall not be reduced by the post-terminationcontinuation coverage provided pursuant to the foregoing provisions of this paragraph and (ii)Executive (and his covered dependents, if any) must pay the full COBRA premium rates as effectiveduring such coverage period. In the event of any change to the group health plan or group dentalplan following the Termination Date, Executive and his spouse and dependents, as applicable, shallbe treated consistently with the then-current senior officers of Parker Drilling (or its successor)with respect to the terms and conditions of coverage and other substantive provisions of the plan;provided, however, no participant contributionsshall be required from them unless the additional COBRA coverage period is in effect.Executive and his spouse hereby agree to acquire and maintain any and all coverage that either
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orboth of them are entitled to at any time during their lives under the Medicare program or anysimilar program of the United States Government or any agency thereof (hereinafter referred to as“Medicare”). The coverage described in the immediately preceding sentence includes, withoutlimitation, parts A and B of Medicare and any additional parts of Medicare. Executive and hisspouse further agree to pay any required premiums for Medicare coverage from their personal funds.Notwithstanding the foregoing provisions, the coverage of Executive (and his dependents, if any)under such medical and/or dental plans maintained by Parker Drilling shall terminate in the eventthat Executive becomes employed by another for-profit employer which maintains a group health planor plans for its employees providing group medical coverage and group dental coverage; provided,however, any additional COBRA coverage shall not be terminated unless and until permitted underCOBRA.     7. **Withholdings; Right of Offset.**Parker Drilling may withhold and deduct from any benefitsand payments made or to be made pursuant to this Agreement (a) all Federal, state, local and othertaxes as may be required pursuant to any law or governmental regulation or ruling, and (b) allother normal deductions made with respect to Parker Drilling’s employees generally, to the extentpermissible under Section 409A.     8. **Indemnity Rights.**This Agreement shall not impair in any way the rights of Executive orthe obligations of Parker Drilling under the terms of that certain Indemnification Agreementbetween Parker Drilling and the Executive dated April 6, 2004, and by its execution of thisAgreement Parker Drilling expressly re-affirms all the rights of Executive and obligations ofParker Drilling under the terms of said Indemnification Agreement. Further, Executive will begiven reasonable access to all Parker Drilling records that are deemed necessary or helpful toExecutive or his counsel on any matter to which the Indemnification Agreement applies subject toexecution by Executive of a Confidentiality Agreement with terms and conditions reasonablyacceptable to Parker Drilling related to such records.     9. **Miscellaneous Matters.**Executive shall be allowed to retain the iPhone provided by ParkerDrilling without cost to Executive, but Executive shall assume and pay all usage, repair orreplacement charges associated with the cellular phone from and after the termination of theConsulting Agreement. Executive shall also be allowed to retain the laptop computer providedby Parker Drilling without cost to Executive; provided, however, Parker
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Drilling retains the rightto remove any information related to Parker Drilling which exists on the laptop from and after thetermination of the Consulting Agreement.     Parker Drilling shall provide Executive with outplacement services for a period of six monthsat an aggregate cost not to exceed $5,000.00.     10. **Waiver of Reinstatement and Future Employment.**Executive forever waives and relinquishesany right or claim to reinstatement to active employment with Parker Drilling, its affiliates,subsidiaries, divisions, and successors. Nothing contained herein shall prevent Executive fromapplying for future employment with Parker Drilling, nor shall this Agreement be deemed asprecluding Executive from applying for future employment with third parties, including non-profitorganizations.     11. **Global Release of Claims.**Executive, on behalf of himself, his heirs, executors,successors and assigns, irrevocably and unconditionally releases, waives, and forever dischargesParker Drilling and each of Parker Drilling’s subsidiaries whether wholly owned or not and whetherdirect or indirect and each of Parker Drilling and its subsidiaries predecessors, successors,parents, joint ventures, holding companies, subsidiaries, divisions, affiliates, assigns,partnerships, agents, directors, officers, employees, consultants, committees, employee benefitcommittees, fiduciaries, representatives, attorneys, and all persons and entities acting by,through, under or in concert or in any such capacity with any of them (the “Parker Releasees”) fromany and all claims, demands, actions, causes of action, costs, fees, attorneys’ fees, and allliability whatsoever, whether known or unknown, fixed or contingent, which Executive has, had, ormay have against any of the Parker Releasees including, without limitation, the agreements heexecuted with Parker Drilling and his acts or omissions that resulted in Executive’s separationfrom employment with Parker Drilling, from the beginning of time and up to and including the dateof execution of this Agreement. This Agreement includes, without limitation, claims at law orequity or sounding in contract (express or implied) or tort, claims arising under any federal,state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color,disability, religion, veteran, military status, sexual orientation, or any other form ofdiscrimination, harassment, or retaliation (including, without limitation, the Age Discriminationin Employment Act, the Older Workers Benefit Protection Act, the Americans with DisabilitiesAct, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, 42 U.S.C. § 1981, theRehabilitation Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act, the Employee
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Polygraph Protection Act, the Financial Institutions Reform, Recovery and Enforcement Act (or anyother employment-related banking statute or regulation), the Uniformed Services Employment andReemployment Rights Act of 1994, the Texas Commission on Human Rights Act, any federal, state,local or municipal whistleblower protection or anti-retaliation statute or ordinance, or any otherfederal, state, local, or municipal laws of any jurisdiction), claims arising under the EmployeeRetirement Income Security Act, or any other statutory or common law claims related to Executive’semployment or separation from employment with Parker Drilling, the agreements he executed withParker Drilling, and his acts or omissions that resulted in Executive’s separation from employmentwith Parker Drilling. Notwithstanding the foregoing, the provisions of this paragraph 11 shall notapply to the Indemnification Agreement. Under this Agreement, Executive is excluded from thedefinition of Parker Releasees.     12. **Non-Disparagement.**Executive agrees, for a period of two (2) years after the EffectiveDate, not to, directly or indirectly, disclose, communicate, or publish any intentionallydisparaging, negative, harmful, or disapproving information, written communications, oralcommunications, electronic or magnetic communications, writings, oral or written statements,comments, opinions, facts, or remarks, of any kind or nature whatsoever (collectively, “DisparagingInformation”), concerning or related to any of the Parker Releasees. Executive understands andacknowledges that this non-disparagement clause prevents him from disclosing, communicating, orpublishing, directly or indirectly, any Disparaging Information concerning or related to the ParkerReleasees. Further, Executive acknowledges that in executing this Agreement, he has knowingly,voluntarily, and intelligently waived any free speech, free association, free press or FirstAmendment to the United States Constitution (including, without limitation, any counterpart orsimilar provision or right under the Texas Constitution or any other state constitution which maybe deemed to apply) rights to disclose, communicate, or publish Disparaging Information concerningor related to the Parker Releasees. Executive also understands and agrees that he has had areasonable period of time to consider this non-disparagement clause, to review thenon-disparagement clause with his attorney, and to consentto this clause and its terms knowingly and voluntarily. Executive further acknowledges thatthis non-disparagement clause is a material term of this Agreement. If Executive breaches thisparagraph 12, Parker Drilling will not be limited to a damages remedy, but may seek all otherequitable and legal relief including, without limitation, a temporary restraining order, temporary
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injunctive relief, a permanent injunction, and its attorneys’ fees and costs, against him and anyother persons, individuals, corporations, businesses, groups, partnerships or other entities actingby, through, under, or in concert with him. Nothing in this Agreement shall, however, be deemed toprevent Executive from testifying fully and truthfully in response to a subpoena from any court orfrom responding to investigative inquiry from any governmental agency or during interviews of auditcommittee counsel related to or in anticipation of government investigations.     13. **Cooperation.**After his separation from employment from Parker Drilling, Executive agreesto cooperate with Parker Drilling in connection with the defense or prosecution of any claims,causes of action, investigations, hearings, proceedings, arbitrations or other tribunals now inexistence or which may be brought in the future against or on behalf of Parker Drilling that relateto events or occurrences that transpired while he was employed with Parker Drilling. Executive’scooperation in connection with this paragraph 13 shall include, without limitation, making himselfreasonably available to meet with counsel to prepare for discovery or trial, to act as a witness onbehalf of Parker Drilling at convenient times, and to provide true and accurate testimony regardingany such matters. If Executive is subpoenaed or contacted to cooperate in any manner by anon-governmental party concerning any matter related to Parker Drilling, he shall immediatelynotify Parker Drilling, through the notice procedures identified in this Agreement beforeresponding or cooperating. The Executive shall be entitled to reimbursement of all expensesincurred in conjunction with his cooperation pursuant to this paragraph 13, including reasonableattorneys fees, consistent with the terms of the Indemnification Agreement between Parker Drillingand the Executive dated April 6, 2004. Any amount that Executive is entitled to be reimbursed underthis Section will be reimbursed to Executive as promptly as practicable and in any event not laterthan the last day of the calendar year after the calendar year in which the expenses to bereimbursed are incurred, and the amount of the expenses eligible for reimbursement during anycalendar year will not affect the amount of expenses eligible for reimbursement in any othercalendar year.     14. **Confidentiality of Company Information.**The Executive shall continue to abide by ParkerDrilling’s confidentiality policies, including those imposed on him by virtue of his consultingrelationship with Parker Drilling. The Executive will not at any time disclose to anyone,including, without limitation, any person, firm, corporation, or other entity, or publish, or usefor any purpose, any Confidential Information, except as Parker Drilling directs and
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authorizes.The Executive shall take all reasonable measures to protect the secrecy of and avoid disclosure andunauthorized use of the “Confidential Information” and agrees to immediately notify Parker Drillingin the event of any unauthorized use or disclosure of the Confidential Information. ConfidentialInformation includes, without limitation, all of Parker Drilling’s technical and businessinformation, which is of a confidential, trade secret or proprietary character; lists of customers;identity of customers; identity of prospective customers; contract terms; bidding information andstrategies; pricing methods or information; photographs; internal policies, procedures,communications and reports; computer software; computer software methods and documentation; graphicdesigns; hardware; Parker Drilling’s methods of operation; the procedures, forms and techniquesused in servicing accounts; and other information or documents that Parker Drilling requires to bemaintained in confidence for Parker Drilling’s continued business success or any other informationdefined as “secret and Confidential Information” in the Employment Agreement. ConfidentialInformation does not include any information that is readily available to the public or, uponreasonable investigation, is readily ascertainable in the public domain.     15. **Agreement to Return Company Property/Documents.**Executive understands and agrees that hislast day of active work at any Parker Drilling office or on any Parker Drilling owned or leasedproperty will be at the end of the term of the Consulting Agreement. The Executive will not takewith him, copy, alter, destroy, or delete any files, documents, electronically stored information,or other materials whether or not embodying or recording any Confidential Information, includingcopies, without obtaining in advance the written consent of an authorized Parker Drillingrepresentative. The Executive will promptly return to Parker Drilling all Confidential Information,documents, files, electronically stored information, records and tapes (written or electronicallystored) regarding Parker Drilling that are in his possession or control, and he will not use ordisclose such materials in any way or in any format, includingwritten information in any form, information stored by electronic means, and any and allcopies of these materials. Upon or before the execution of this Agreement, Executive will return toParker Drilling all Parker Drilling property except the property described in paragraph 9 above,including, without limitation, company automobiles, keys, equipment, computer(s) and computerequipment, devices, cellular phones, other telephonic equipment, Parker Drilling credit cards,
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data, lists, information, correspondence, notes, memos, reports, or other writings prepared byParker Drilling or himself on behalf of Parker Drilling.     16. **Knowing and Voluntary Agreement.**The Executive understands it is his choice whether ornot to enter into this Agreement and that his decision to do so is voluntary and is made knowingly.The Executive acknowledges that he has been advised by Parker Drilling to seek legal counsel toreview this Agreement.     17. **Resignation as Officer and Employee.**The Executive hereby resigns all positions as anofficer and employee of Parker Drilling, including but not limited to, Vice President, GeneralCounsel and Corporate Secretary, effective as of the Effective Date. Likewise, Executive herebyresigns all positions as an employee, director, representative or agent of all Parker Drillingsubsidiaries, whether direct or indirect, and Parker Drilling affiliates effective as of theEffective Date.     18. **Executive and Company Acknowledgment.**Executive acknowledges that among other rightswhich he is waiving by entering into this Agreement is the right to bring an action pursuant to theAge Discrimination in Employment Act (“ADEA”) and similar state statutes. The followingadmonitions and rights have been negotiated by the parties in order to insure full compliance withthe requirements of the ADEA for a valid waiver of claim:     a) Executive and the Company have been advised to discuss the terms of this Agreement with anattorney before signing.     b) Executive has been extended a period of 21 days within which to consider this Agreement.     c) For a period of seven (7) days following Executive’s execution of the Agreement, Executivemay revoke the Agreement by notifying Parker Drilling, in writing, of his desire to do so. Afterthe seven (7) day period has elapsed, this Agreement shall become effective and enforceable.     19. **Dispute Resolution.**If any dispute arises out of or is related to this Agreement, theCompany and Executive hereby agree to resolve such dispute pursuant to the provisions of paragraph14 of the Consulting Agreement.     20. **No Admission of Liability.**This Agreement and compliance with this Agreement shall not beconstrued as an admission by Parker Drilling or Executive of any
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liability whatsoever, or as anadmission by Parker Drilling of any violation of the rights of Executive or any other person, orany violation of any order, law, statute, duty or contract.     21. **Governing Law.**This Agreement will be interpreted and enforced in accordance with thelaws of the State of Texas.     22. **Entirety and Integration.**Upon the execution hereof by all the parties, this Agreementshall constitute a single, integrated contract expressing the entire agreement of the partiesrelative to the subject matter hereof and supersedes all prior negotiations, understandings and/oragreements, if any, of the parties. No covenants, agreements, representations, or warranties ofany kind whatsoever have been made by any party hereto, except as specifically set forth in thisAgreement.     23. **Authorization.**Each person signing this Agreement as a party or on behalf of a partyrepresents that he or she is duly authorized to sign this Agreement on such party’s behalf, and isexecuting this Agreement voluntarily, knowingly, and without any duress or coercion.     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.         PARKER DRILLING COMPANY   EXECUTIVE           By:                  Its:    RONALD C. POTTER   Date:     Date:      
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**Appendix A****Unvested Restricted Stock Grants**             Date of Agreement Number of Grant Shares Vesting Date  1. April 6, 2006  9667  April 6, 20092. March 20, 2008  9471  March 19, 20103. [March 9, 2009  70962  March 9, 2010]4. [March 9, 2009  70962  March 9, 2011]             Total  161,062     **Outstanding Stock Options**       Date of Agreement Number of Remaining Options Strike Price Expiration Date  July 15, 2003 25,000 $2.61 July 15, 2010