Form of Director Cash Award Agreement
DIRECTOR CASH AWARD AGREEMENT
This Director Cash Award Agreement (this “Award Agreement”) is effective the _________ day of ________________, _________ (the “Date of Grant”) between Nabors Industries Ltd. (“NIL” or the “Company”) and ________________ (the “Grantee”).
The Board of Directors (the “Board”) has determined the form of this Award and selected the Grantee, an Eligible Recipient, to receive this cash award (this “Award”). Capitalized terms used but not defined herein shall have the meanings set forth in the appendix to this Award Agreement.
The Board has made this Award and will grant to the Grantee cash upon the following terms and conditions:
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IN WITNESS WHEREOF, the parties hereto have duly executed this Award Agreement as of the day and year first written above.
NABORS INDUSTRIES LTD.
“Affiliate” means any corporation or other entity, more than 50% of the voting power of the outstanding voting securities of which is owned by NIL or any other Affiliate.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.
“Consultant” means any individual, other than a Director or Employee, who renders consulting services to the Company or an Affiliate for compensation.
“Director” means a member of the Board who is not an Employee or Consultant (other than in that individual’s capacity as a Director).
“Disability” means (i) any physical or mental condition that would qualify a Grantee for a disability benefit under any long-term disability plan maintained by NIL (or by the Subsidiary or Affiliate by which he or she is employed); or (ii) such other condition as may be determined in the sole discretion of the Administrator to constitute Disability. Notwithstanding the foregoing, in the case of any item of income under an Award to which the foregoing definition would apply with the effect that the income tax under section 409A of the Code would apply or be imposed on income under that Award, but where such tax would not apply or be imposed if the meaning of the term “Disability” included and met the requirements of a “disability” within the meaning of United States Treasury regulation section 1.409A-3(i)(4), then the term “Disability” herein shall mean, but only with respect to the income so affected, (i) the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) the receipt of income replacements by the Grantee, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, for a period of not less than three months under the accident and health plan of NIL (or the Subsidiary or Affiliate by which he or she is employed).
“Eligible Recipient” means an Employee, Director or Consultant.
“Employee” means an employee of the Company or an Affiliate.
“Termination” when used with respect to a Grantee means that the employment or service relationship between the Grantee and NIL and its Affiliates as an Employee, Director, and/or Consultant has, in the judgment of the Board, ended.