Exhibit 10.2
EXECUTIVE OFFICER
RESTRICTED STOCK UNIT AWARD AGREEMENT
PATTERSON-UTI ENERGY, INC.
2021 LONG-TERM INCENTIVE PLAN
WHEREAS, the Company desires to grant to the Recipient the restricted stock units specified herein (the “RSUs”), subject to the terms and conditions of this Agreement and the Plan;
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) | “Cause” shall have the meaning set forth in the Employment Agreement. |
| (b) | “Employment Agreement” shall mean the Recipient’s employment, severance, change in control or other similar agreement with the Company or its Subsidiary. |
| (c) | “Forfeiture Restrictions” shall mean any prohibitions and restrictions set forth herein with respect to the sale or other disposition of RSUs issued to the Recipient hereunder and the obligation to forfeit and surrender such RSUs to the Company. |
| (e) | “Restricted Period” shall mean the period designated by the Company during which the RSUs are subject to Forfeiture Restrictions under this Agreement. |
Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.
3. | Vesting and Settlement. The RSUs that are granted hereby shall be subject to the Forfeiture Restrictions. The Restricted Period and all of the Forfeiture Restrictions on the RSUs shall lapse and the RSUs shall vest as follows (it being understood that the number of RSUs 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 RSUs specified in subparagraph (a), (b), (c) or (d) below): |
| (a) | The Recipient shall become vested as to the RSUs pursuant to the following vesting schedule: []. |
Subject to satisfaction of the withholding provisions of Section 8, on the date the RSUs granted hereunder become vested, the Recipient shall be entitled to receive one Share, which shall be delivered or transferred as soon as administratively practicable thereafter in exchange for each vested RSU granted hereunder and after such delivery or transfer the Recipient shall have no further rights with respect to such RSU. The Company shall cause to be delivered or transferred to the Recipient (or the Recipient’s legal representative or heir) a stock certificate representing those Shares issued in exchange for RSUs awarded hereby or shall cause the Shares to be registered on the applicable stock transfer records in the Recipient’s name, 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 federal or state securities law).
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5. | Section 409A. The RSUs granted hereby are subject to the payment timing and other restrictions set forth in Section 12.14 of the Plan. |
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14. | 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. |
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Exhibit 10.2
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, INC.:
By:
Name:
Title:
RECIPIENT:
Name:
Address: