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Exhibit
10.1
FIRST AMENDMENT TO UNION
DRILLING, INC.
AMENDED AND RESTATED 2000
STOCK OPTION PLAN AND
ITS ACCOMPANYING FORM OF
STOCK OPTION AGREEMENT
This First Amendment (the
“First Amendment”) to each of the Union Drilling, Inc.
Amended and Restated 2000 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 Amended and Restated 2000 Stock Option Plan
and Form of Stock Option Agreement, originally adopted as of
March 16, 2000 and amended and restated as of June 1,
2003 (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. 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.”
3. Section 2 of the Plan
is hereby amended to add the following defined term in appropriate
alphabetical order:
“Retirement” or
“Retires” means, in the case of an Employee, attainment
of age 65 or such later date as the Committee may determine at the
time of grant. An Optionee must, however, voluntarily terminate his
or her employment in order for his or her termination of employment
to be for “Retirement.”
4. The last sentence of
Paragraph 3(a) of the Plan is hereby amended to add the phrase
“Section 4(a)(iv)(C) below,” in place of the phrase
“this Section 3.”
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 (other than a Substitute
Option) shall be not less than the Fair Market Value of the Stock
on the date of grant, or in the case of an incentive stock option
granted to a Ten Percent Stockholder, 110 percent of the Fair
Market Value on the date of grant all as provided in the Option
Agreement.
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