Exhibit 10.8
FIRST AMENDMENT
TO
CHANGE IN CONTROL AGREEMENT BETWEEN PATTERSON-UTI ENERGY, INC.
AND MARK S. SIEGEL
This First Amendment To
Change In Control Agreement (this “ First
Amendment ”) between Patterson-UTI Energy, Inc., a
Delaware corporation (the “Company”), and Mark S.
Siegel (the “Employee”) is executed on November 1,
2007, but is effective as set forth herein.
W I T N
E S S E
T H :
Whereas , the
Company and the Employee entered into that certain Change in
Control Agreement dated as of January 29, 2004 (the
“Original Agreement”); and
Whereas , the
Company and the Employee desire to amend the Original Agreement as
hereinafter provided;
Now, Therefore
, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto agree as
follows:
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1. |
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The reference to “Section 21” in the preamble
of the Original Agreement shall be deleted and a reference to
“Section 22” shall be substituted in its
stead. |
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2. |
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Paragraph b of Section 7 of the Original Agreement is
hereby amended to read in its entirety as follows: |
(b) Each payment required to be made
to the Employee pursuant to the foregoing provisions of Section
7(a) above shall be subject to the following rules:
(i) such payments shall be made by
check drawn on an account of the Company at a bank located in the
United States of America;
(ii) such payments shall be paid
(x) if the Employee’s employment by the Company was
terminated as a result of the Employee’s death or Disability
not more than thirty (30) days immediately following the date
of the occurrence of that event or (y) if the Employee’s
employment by the Company was terminated for any other reason, not
more than ten (10) days immediately following the Termination
Date; and
(iii) notwithstanding any provision
of this Agreement to the contrary, in accordance with
Section 409A of the Code, (x) any payments due with
respect to Employee’s (or his dependents’) COBRA
continuation coverage following the first 18 months of such
coverage shall be paid on or before the last day of each month
thereafter and (y) if the Employee is determined to be a
“specified employee” (as defined in Section 409A
of the Code) for the year in which such Termination Date occurs,
any payments due under Section 7(a) above that are not
permitted to be paid on such date without the imposition of
additional taxes, interest and penalties under
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Section 409A of the Code shall be paid on the first business
day following the six-month anniversary of the Termination Date or,
if earlier, Employee’s death; provided, however , that
to the extent such six (6) month delay is imposed by
Section 409A of the Code, such payments shall be irrevocably
contributed into a rabbi trust established by the Company for the
benefit of Employee with an independent bank trustee as selected by
the Employee not more than ten (10) days immediately following
the Termination Date and distributed to Employee as soon as
permissible under Section 409A of the Code; and provided
further , that to the extent any payments are paid into a rabbi
trust such amounts shall be invested in a short-term oriented fund
invested in U.S. government securities and repurchase agreements
for those securities, as well as obligations of U.S. government
agencies ( e.g. , a money market fund).
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A new paragraph (l) shall be added to Section 11 of
the Original Agreement immediately following Section 11(k) to read
as follows: |
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