Letter Agreement, dated August 30, 2023, by and between Patterson-UTI Energy, Inc. and James M. Holcomb

Prior Agreement: You and the Company previously entered into that certain Employment Agreement dated January 1, 2023 (the “Employment Agreement”). From and after the Closing Date, the Employment Agreement will continue to remain in force and effect (including, for the avoidance of doubt, the restrictive covenants contained in Section 9 thereof), except as amended by this Agreement.

Position, Duties & Responsibilities: On the Closing Date, you will transition out of your role as Chief Operating Officer of the Company into a new Executive Vice President and Chief Business Officer role with such title as you and the Company mutually agree (the “Transition”). In such capacity, you will continue to report to the President and Chief Executive Officer of the Company. Your initial responsibilities will include oversight of the corporate functions of Health, Safety, and Environment (HSE), Human Resources and Marketing along with the management of the various businesses assigned to you, which management responsibilities remain unchanged, except for the exclusion of the Company’s completions business. You will also perform such additional duties and services appropriate to such position which you and the Company mutually may agree upon from time to time.

Good Reason: Section 5(b) of the Employment Agreement is hereby amended to provide that, at any time during the period commencing on the Closing Date and ending on the first anniversary thereof, you may elect to terminate your employment with the Company for “Good Reason” as a result of the Transition and any resulting changes to your authority, duties, or responsibilities. In the event of such a termination of your employment, you will be eligible to receive the severance payments and benefits set forth in Section 7 of the Employment Agreement (as revised by the following paragraph), subject to your execution and non-revocation of a release (the “Release”), substantially in the form attached hereto as Exhibit A to the Employment Agreement, within 50 days following such termination date that is not revoked by you during any applicable revocation period provided in such release.

Compensation: As of immediately following the Closing Date, your current annual base salary and annual target bonus opportunity will remain the same. The Compensation Committee of the Company’s Board of Directors intends to review your compensation and may make adjustments at that time.

Retention Bonus: In consideration of the foregoing and in recognition of your contributions to the Company, we are also pleased to offer you a $2,000,000 retention bonus (the “Retention Bonus”), which will be paid to you, less applicable taxes and withholdings, in eight equal quarterly installments following the Closing Date (i.e., $250,000 payable on or about each of December 1, 2023, March 1, 2024, June 1, 2024, September 1, 2024, December 1, 2024, March 1, 2025, June 1, 2025, and September 1, 2025), subject to your continued employment in good standing with the Company or one of its subsidiaries through each applicable payment date. Notwithstanding the foregoing, in the event that following the Closing Date your employment is terminated by the Company without Cause or you resign for Good Reason (each as defined in the Employment Agreement, but subject to Section 3 above), any unpaid portion of the Retention Bonus will be deemed earned and will be paid to you within 60 days following your date of termination, subject to your execution and non-revocation of the Release. However, if you elect to terminate your employment with the Company for “Good Reason” as a result of the Transition and any resulting changes to your authority, duties, or responsibilities during the six-month period following the Closing Date, (a) the aggregate amount of any previously paid installments of the Retention Bonus will be deducted on a dollar-for-dollar basis from your lump sum severance payment payable under Section 7(a)(ii) of the Employment Agreement, and (b) any unpaid portion of the Retention Bonus will be forfeited.

Miscellaneous: This Agreement may not be modified or amended except by a written agreement, signed by the Company and by you. This Agreement shall be governed and construed under and interpreted in accordance with the laws of the State of Texas without giving effect to the doctrine of conflict of laws. With respect to any claim or dispute related to or arising under this Agreement, you and the Company consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in or sitting for Houston, Texas. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

Sincerely,

Date: August 31, 2023

/s/ James Holcomb

Date: August 31, 2023