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Exhibit
10.2
FIRST AMENDMENT TO UNION
DRILLING, INC. 2005 STOCK OPTION PLAN AND
ITS ACCOMPANYING FORM OF
STOCK OPTION AGREEMENT
This First Amendment (the
“First Amendment”) to each of the Union Drilling, Inc.
2005 Stock Option Plan and its accompanying Form of Stock Option
Agreement, entered into to be effective as of November 27,
2007 (the “Effective Date”), amends each of that
certain 2005 Stock Option Plan and Form of Stock Option Agreement,
adopted as of August 3, 2005 (the “Plan”) by Union
Drilling, Inc. (the “Company”) and that certain Form of
Stock Option Agreement accompanying the Plan (the
“Agreement”).
WHEREAS , the Board
desires to amend certain provisions contained in the Plan and the
Agreement;
NOW, THEREFORE , the
Plan and the Agreement, as applicable, shall be amended as provided
for below:
1. Capitalized terms used but
not defined herein shall have the same meanings as set forth in the
Plan and/or the Agreement.
2. Section 2 of the Plan
is hereby amended to add the following defined term in appropriate
alphabetical order:
“Ten Percent
Stockholder” means an Employee who, at the time of grant of
an Option to him or her, owns stock possessing more than 10 percent
of the total combined voting power of all classes of stock of the
Company.”
3. The last sentence of the
definition of the term “Fair Market Value” is hereby
amended by adding the phrase “by reasonable application of a
reasonable valuation method in accordance with Section 409A of
the Code.” in place of the phrase “for all
purposes.”
4. The last sentence of
Paragraph 3(a) of the Plan is hereby amended by inserting the
following phrase at the conclusion of the sentence “;
provided, however, that for purposes of meeting the requirements of
Section 162(m) of the Code, no Employee who is a covered
employee under Section 162(m) of the Code shall receive a
grant of options in excess of the amount specified under
Section 4(a)(iv)(C) below, computed as if any Option which is
canceled reduced the maximum number of shares of Stock available
under the Plan.”
5. Paragraphs 4(c) and 4(e)
of the Plan are hereby deleted in their entirety and shall be
amended to read in their entirety as set forth below:
(c) The Option exercise price
per share shall be determined by the Board at the time the Option
is granted and shall be at least equal to the par value of one
share of Stock if the Stock has a par value; provided, however,
that the exercise price for an Option (
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