Employment Agreement, dated as of January 1, 2023, between Patterson-UTI Energy, Inc. and James M. Holcomb

(i)

Executive’s failure to perform the duties described in Section 2 in an honest and faithful manner;

(ii)

Executive’s omission to perform his duties in a manner that materially and adversely affects the Company;

(iii)

Executive’s taking of any action in violation of any material policies of the Company that could be reasonably expected to damage or negatively impact the business, operations, reputation or financial condition of the Company in a material manner;

(iv)

any other action taken by Executive in bad faith or that could be reasonably expected to damage or negatively impact the business, operations, reputation or financial condition of the Company in a material manner; or

(v)

Executive’s conviction of (or plead of no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony.

(i)

a material diminution in Executive’s Base Salary;

(ii)

a material diminution in Executive’s authority, duties or responsibilities; or

(iii)

a material breach by the Company of a material provision of this Agreement.

(i)

causes Executive to cease to be the chief operating officer of the Company or the ultimate parent of the Company;

(ii)

assigns to Executive any duties inconsistent with Executive’s position as the chief operating officer of the Company or the ultimate parent of the Company (including offices, titles and reporting requirements), authority, duties, status or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise makes any change in any such position, authority, duties or responsibilities;

(iii)

removes Executive from, or fails to re-elect or appoint Executive to, any duties or position with the Company or any of its Affiliates that were assigned or held by Executive immediately before the occurrence of the first Change in Control of the Company, except that a nominal change in Executive’s title that is merely descriptive and does not affect rank or status shall not constitute such an event;

(iv)

takes any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith;

(v)

reduces Executive’s Base Salary as in effect immediately before the occurrence of the first Change in Control of the Company or as Executive’s Base Salary may be increased from time to time after that occurrence;

(vi)

reduces Executive’s annual bonus to an amount less than the average of the two annual bonuses earned by Executive with respect to the two fiscal years of the Company immediately preceding the fiscal year of the Company in which the first Change in Control of the Company occurred;

(vii)

relocates Executive’s principal place of employment to a location outside of a 50-mile radius from Executive’s principal place of employment immediately prior to the first Change in Control of the Company;

(viii)

fails to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company or its Affiliates, in which Executive was a participant immediately before the occurrence of the first Change in Control of the Company, or any substitute plan adopted by the Board and in which Executive was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue Executive’s participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to Executive (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of Executive’s participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company;

(ix)

fails to continue to provide Executive with benefits substantially similar to those enjoyed by Executive under any of the Company’s other employee benefit plans, policies, programs and arrangements, including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which Executive was a participant immediately before the occurrence of the first Change in Control of the Company;

(x)

fails to provide Executive with the number of paid vacation days to which Executive was entitled in accordance with the Company’s vacation policy in effect immediately before the occurrence of the first Change in Control of the Company;

(xi)

fails to continue to provide Executive with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with Executive’s responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support

personnel provided to other employees of the Company having comparable responsibility to Executive, or (z) that are physically located at the Company’s principal executive offices; or

(xii)

purports to terminate Executive’s employment by the Company unless notice of that termination shall have been given to Executive pursuant to, and that notice shall meet the requirements of, this Section 5.

(i)

the Company shall pay Executive the Accrued Obligation within 30 days following the date of Executive’s date of termination or such earlier date as may be required by law;

(ii)

the Company shall pay Executive a lump-sum payment consisting of 2.5 times the sum of Executive’s Base Salary plus the average annual cash bonus received by Executive for the three years prior to the date of termination, payable on the 60th day following Executive’s date of termination;

(iii)

the Company shall pay Executive a lump-sum payment equal to Executive’s annual cash bonus based on actual results for the year in which Executive’s date of termination occurs multiplied by a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of the termination and the denominator of which is 365, payable at the same time as annual cash bonuses are paid to active employees;

(iv)

the Company will cause all unvested time-based equity, phantom equity and long-term cash incentive awards, previously granted by the Company to Executive, to fully vest on the 60th day following Executive’s date of termination;

(v)

the Company will cause all unvested performance-based equity, phantom equity and long-term cash incentive awards, previously granted by the Company to Executive, to continue in effect through the end of the applicable performance period and vest based on actual results, as if Executive had remained employed through the end of the applicable performance period; and

(vi)

the Company shall pay Executive the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.

the Company shall pay Executive the Accrued Obligation within 30 days following the date of Executive’s date of termination;

the Company shall pay Executive a lump-sum payment consisting of 2.5 times the sum of Executive’s Base Salary plus the average annual cash bonus received by Executive in the three years prior to the date of termination, payable on the 60th day following Executive’s date of termination;

the Company shall pay Executive a pro-rated annual bonus for the year during which Executive’s date of termination occurs as a lump-sum payment in an amount equal to the highest annual bonus received by Executive in the three years prior to the date of termination multiplied by a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of the termination and the denominator of which is 365, payable on the 60th day following Executive’s date of termination;

during the thirty-month period following Executive’s date of termination, the Company shall allow Executive and his eligible dependents to continue to be covered by all medical, vision and dental benefit plans maintained by the Company under which Executive was covered immediately prior to Executive’s date of termination at the same active employee premium cost as a similarly situated active employee, provided that such reimbursements shall not be made in the event the Company would be subject to any excise tax under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”) or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time), and in lieu of providing the subsidized premiums described above, the Company shall instead pay to Executive a fully taxable monthly cash payment in an amount such that, after payment by Executive of all taxes on such payment, Executive retains an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of such thirty-month period; provided, further, that such benefits provided during the thirty-month period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code;

the Company will cause all unvested time-based equity, phantom equity and long-term cash incentive awards, previously granted by the Company to Executive, to fully vest on the 60th day following Executive’s date of termination;

the Company will cause all unvested performance-based equity, phantom equity and long-term cash incentive awards, previously granted by the Company to Executive, to fully vest on the 60th day following Executive’s date of termination based on the target level of performance under such awards; and

the Company shall pay Executive the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Covered Person”) of beneficial ownership (within the meaning of rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (i) the then outstanding shares of the common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i) of this Section 7(b), the following acquisitions shall not constitute a Change in Control of the Company: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 7(b); or

Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Covered Person other than the Board; or

(i)

to regard and preserve as confidential at all times all Proprietary Information,

(ii)

to refrain from publishing or disclosing any part of the Proprietary Information and from using, copying or duplicating it in any way by any means whatsoever, and

(iii)

not to use on his own behalf or on behalf of any third party or to disclose the Proprietary Information to any person or entity without the prior written consent of the Company.

(i)

“Business” means any business in which the Company, including its Affiliates, is engaged in during the Prohibited Period.

(ii)

“Competing Business” means any business, individual, partnership, firm, corporation or other entity which wholly or in any significant part engages in any business competing with the Business in the Restricted Area.

Executive and the Company agree to the non-competition and non-solicitation provisions of this Section 9(b); (i) in consideration for the Proprietary Information provided by the Company to Executive pursuant to Section 8 of this Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the Proprietary Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement.

Subject to the exceptions set forth in Section 9(b)(iii) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area and (ii) Executive will not, and Executive will cause Executive’s Affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or loan money to, sell or lease equipment to or sell or lease real property to any business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the Restricted Area.

(iii)

Notwithstanding the restrictions contained in Section 9(b)(ii), Executive or any of Executive’s affiliates may own an aggregate of not more than 1% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 9(b)(ii), provided that neither Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation.

(iv)

Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Company or any of its Affiliates or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company or any of its Affiliates any person who or which is a customer of any of such entities during the period during which Executive is employed by the Company.

Executive expressly recognizes that Executive is a high-level, executive employee who will be provided with access to Proprietary Information and trade secrets as part of Executive’s employment and that the restrictive covenants set forth in this Section 9 are reasonable and necessary in light of Executive’s executive position and access to the Proprietary Information.