Form of Nabors Industries Ltd. TSR Stock Agreement Anthony G. Petrello, pursuant to the Amended and Restated 2016 Stock Plan
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award (this “Award”) is effective the _____ day of _____________, _____ (the “Date of Grant”) between Nabors Industries, Inc. (“NII”), acting on behalf of Nabors Industries Ltd. (“NIL” or the “Company”), and Anthony G. Petrello (the “Grantee”).
Upon the Date of Grant, the fair market value of a common share of NIL, par value $0.05 per share (“Common Share”) was _____________.
Under the Amended and Restated Nabors Industries Ltd. 2016 Stock Plan (the “Plan”), the Board of Directors (the “Board”) or the Compensation Committee of the Board (the “Committee”) has determined the form of this Award and selected the Grantee, an Eligible Recipient, to receive this Award and the Common Shares that are subject hereto. The applicable terms of the Plan are incorporated in this Award Agreement by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
RESTRICTED STOCK AWARD
In accordance with the terms of the Plan, the Committee has made this Award and concurrently issued or transferred to the Grantee Common Shares upon the following terms and conditions:
|(a)||The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on _____________ and ending on _____________ (such period, the “Performance|
|Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of the Common Shares over the Performance Cycle, based on the average closing price of the Common Shares for the 30 consecutive business days prior to the start of the Performance Cycle and the average closing price of the Common Shares for the last 30 consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in the closing price of the Common Shares and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional Common Shares as of the date they are declared. The Company’s TSR will be compared to the TSR of the peer companies set forth on Exhibit A attached hereto (collectively, the “Peer Group”) to determine the Company’s TSR relative to the Peer Group (“Relative TSR”).|
|(b)||Restrictions will lapse based upon the Relative TSR, as set forth in the schedule on Exhibit A attached hereto; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than 50% of this Award. The Committee shall have sole discretion to determine which Relative TSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within 60 days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”).|
|(c)||If, as of the TSR Vesting Date or any other applicable date as set forth in this Section 3, the Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares and any related shares will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.|
|(d)||In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), 100% of the unvested Restricted Shares held by the Grantee shall become vested immediately.|
|(e)||In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), 50% of the unvested Restricted Shares held by the Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date.|
|(f)||In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in|
|the Employment Agreement), 50% of the unvested Restricted Shares held by the Grantee shall become vested on the TSR Vesting Date.|
|(g)||Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Grantee’s employment is terminated.|
|(h)||Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by the Grantee or his designated beneficiary (as applicable) shall be distributed to the Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.|
|(a)||During the Restriction Period, the Grantee must not, voluntarily or involuntarily, sell, assign, transfer, pledge or otherwise dispose of any unvested portion of this Award. Any attempted sale, assignment, transfer, pledge or other disposition of any unvested portion of this Award, whether voluntary or involuntary, shall be ineffective and NIL (i) shall not be required to transfer the Common Shares, (ii) may impound any certificates for the Common Shares or otherwise restrict the Grantee’s Account and (iii) shall hold the certificates until the expiration of the Restriction Period.|
|(b)||Except as otherwise expressly provided herein, this Award is subject to, and NII and the Grantee agree to be bound by, all the terms and conditions of the Plan, as it may be amended from time to time in accordance with its terms. Pursuant to the Plan, the Board or the Committee has the authority to interpret and construe the Plan and this Award Agreement, and is authorized to adopt rules and regulations for carrying out the Plan. Further, the parties reserve the right to clarify or amend the terms of this Award on mutually acceptable terms in any manner which would have been permitted under the Plan as of the Date of Grant. The Grantee acknowledges that the Grantee has been provided with a copy of the Plan, and a copy of the Plan in its present form is posted on the Company’s intranet site and is also available for inspection during business hours at NII’s principal office.|
These shares have been issued or transferred subject to a Restricted Stock Award Agreement and are subject to substantial restrictions, including but not limited to, a prohibition against transfer, either voluntary or involuntary, and a provision requiring transfer of these shares to Nabors Industries Ltd. without any payment in the event of termination of the employment of the registered owner, all as more particularly set forth in the Restricted Stock Award Agreement, a copy of which is on file with Nabors Corporate Services, Inc.
At the discretion of NIL, NIL may hold the Common Shares issued or transferred pursuant to this Award in an Account as described in Section 2, otherwise hold them in escrow during the Restriction Period, or issue a certificate to the Grantee bearing the legend set forth above.
IN WITNESS WHEREOF, the parties hereto have duly executed this Award Agreement as of the day and year first written above.
NABORS INDUSTRIES, INC.
ANTHONY G. PETRELLO
The Peer Group is comprised of Halliburton Co.; Baker Hughes Company; Valaris plc.; Weatherford International plc.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & Payne, Inc.; Superior Energy Services, Inc.; Patterson-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with the Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group.
Relative TSR Payout
RELATIVE TSR RANK
1, 2 or 3
13 or 14