þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DELAWARE | 75-2504748 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
4510 LAMESA HIGHWAY, | ||
SNYDER, TEXAS | 79549 | |
(Address of principal executive offices) | (Zip Code) |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
September 30,
December 31,
2007
2006
$
20,516
$
13,385
398,649
484,106
5,448
43,941
43,947
35,153
48,868
2,133
24,746
42,813
32,170
543,205
652,670
1,782,576
1,435,804
96,198
99,056
4,921
4,973
$
2,426,900
$
2,192,503
$
193,454
$
138,372
15,136
15,359
12,242
18,424
1,011
131,806
145,463
353,649
317,618
10,000
120,000
216,199
187,960
4,459
4,459
584,307
630,037
1,773
1,766
697,415
681,069
1,649,998
1,346,542
19,400
8,390
(525,993
)
(475,301
)
1,842,593
1,562,466
$
2,426,900
$
2,192,503
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
2007
2006
2007
2006
$
428,316
$
577,047
$
1,315,005
$
1,616,100
58,498
40,462
148,674
107,800
27,348
46,163
97,775
155,221
9,840
9,986
32,207
29,083
524,002
673,658
1,593,661
1,908,204
242,352
267,345
716,803
737,021
28,682
20,960
75,610
56,545
24,153
36,183
82,172
120,418
2,474
3,222
8,213
11,241
66,523
49,215
182,401
140,245
16,593
13,777
47,584
39,428
(1,145
)
(1,512
)
(43,080
)
2,941
(330
)
(437
)
(16,603
)
(437
)
600
3,000
1,600
4,385
379,902
391,753
1,054,700
1,111,787
144,100
281,905
538,961
796,417
1,091
948
1,917
5,579
(357
)
(363
)
(1,951
)
(476
)
42
88
245
231
776
673
211
5,334
144,876
282,578
539,172
801,751
40,190
106,151
149,973
288,476
6,505
(9,563
)
35,666
(2,974
)
46,695
96,588
185,639
285,502
98,181
185,990
353,533
516,249
687
$
98,181
$
185,990
$
353,533
$
516,936
$
0.63
$
1.14
$
2.28
$
3.07
$
0.62
$
1.12
$
2.24
$
3.03
$
0.63
$
1.14
$
2.28
$
3.08
$
0.62
$
1.12
$
2.24
$
3.03
154,934
163,412
155,281
168,036
157,339
165,742
157,491
170,339
$
0.12
$
0.08
$
0.32
$
0.20
Table of Contents
Accumulated
Common Stock
Additional
Other
Number of
Paid-in
Retained
Comprehensive
Treasury
Shares
Amount
Capital
Earnings
Income
Stock
Total
176,656
$
1,766
$
681,069
$
1,346,542
$
8,390
$
(475,301
)
$
1,562,466
601
6
(6
)
159
2
1,298
1,300
13,979
13,979
1,074
1,074
(68
)
(1
)
1
11,010
11,010
(50,077
)
(50,077
)
(50,692
)
(50,692
)
353,533
353,533
177,348
$
1,773
$
697,415
$
1,649,998
$
19,400
$
(525,993
)
$
1,842,593
Table of Contents
Nine Months Ended
September 30,
2007
2006
$
353,533
$
516,936
182,401
140,245
831
3,709
1,600
4,200
35,666
(2,576
)
13,979
9,710
(16,603
)
(437
)
87,060
(92,069
)
12,559
(36,086
)
(16,819
)
40,280
6,734
4,789
(11,096
)
23,798
(5,651
)
1,613
644,194
614,112
(461,444
)
(423,422
)
32,190
7,983
(429,254
)
(415,439
)
(50,692
)
(352,393
)
(50,077
)
(33,305
)
1,300
1,414
1,074
922
92,500
65,000
(202,500
)
(341
)
(208,395
)
(318,703
)
586
577
7,131
(119,453
)
13,385
136,398
$
20,516
$
16,945
$
1,761
$
476
$
133,806
$
272,541
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Three Months Ended
Nine Months Ended
September 30,
September 30,
2007
2006
2007
2006
$
98,181
$
185,990
$
353,533
$
516,936
154,934
163,412
155,281
168,036
$
0.63
$
1.14
$
2.28
$
3.08
154,934
163,412
155,281
168,036
2,405
2,330
2,210
2,303
157,339
165,742
157,491
170,339
$
0.62
$
1.12
$
2.24
$
3.03
2,385
800
2,435
800
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
2007
2006
2007
2006
N/A
33.59
%
36.38
%
33.18
%
N/A
4.00
4.00
4.00
N/A
1.14
%
1.96
%
1.09
%
N/A
4.91
%
4.56
%
4.87
%
Weighted-
Average
Underlying
Exercise
Shares
Price
6,575,096
$
16.18
1,035,000
$
23.94
(159,312
)
$
8.16
(2,083
)
$
14.64
(17
)
$
14.64
$
7,448,684
$
17.43
5,832,834
$
15.27
Weighted
Average
Grant Date
Shares
Fair Value
1,188,200
$
25.92
601,150
$
24.60
(182,306
)
$
19.02
(68,544
)
$
26.90
1,538,500
$
26.18
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
2007
2006
2007
2006
$
98,181
$
185,990
$
353,533
$
516,936
4,592
478
11,010
3,016
$
102,773
$
186,468
$
364,543
$
519,952
September 30,
December 31,
2007
2006
$
2,636,782
$
2,135,567
73,334
85,143
43,872
30,987
10,001
7,507
2,763,989
2,259,204
(981,413
)
(823,400
)
$
1,782,576
$
1,435,804
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
2007
2006
2007
2006
$
429,002
$
578,653
$
1,317,626
$
1,620,322
58,498
40,462
148,674
107,800
27,528
46,317
98,111
155,639
9,840
9,986
32,207
29,083
524,868
675,418
1,596,618
1,912,844
(866
)
(1,760
)
(2,957
)
(4,640
)
$
524,002
$
673,658
$
1,593,661
$
1,908,204
$
128,243
$
264,924
$
437,660
$
751,977
21,232
13,493
49,072
34,592
(19
)
6,558
6,163
25,038
887
3,276
8,616
6,977
150,343
288,251
501,511
818,584
(7,718
)
(8,295
)
(22,233
)
(19,663
)
1,145
1,512
43,080
(2,941
)
330
437
16,603
437
1,091
948
1,917
5,579
(357
)
(363
)
(1,951
)
(476
)
42
88
245
231
$
144,876
$
282,578
$
539,172
$
801,751
September 30,
December 31,
2007
2006
$
2,082,764
$
1,849,923
158,177
111,787
90,043
106,032
51,956
65,443
2,382,940
2,133,185
43,960
59,318
$
2,426,900
$
2,192,503
(a)
Includes contract drilling intercompany revenues of approximately $686,000 and $1.6
million for the three months ended September 30, 2007 and 2006, respectively.
Includes contract drilling intercompany revenues of approximately $2.6 million and
$4.2 million for the nine months ended September 30, 2007 and 2006, respectively.
(b)
Includes drilling and completion fluids intercompany revenues of approximately
$180,000 and $154,000 for the three months ended September 30, 2007 and 2006,
respectively. Includes drilling and completion fluids intercompany revenues of
approximately $336,000 and $418,000 for the nine months ended September 30, 2007 and
2006, respectively.
(c)
The Companys former CFO has pleaded guilty to criminal charges and has been sentenced
and is serving a term of imprisonment arising out of his embezzlement of funds from
the Company. The Company expects to recover a total of approximately $43.6 million in
assets that were seized by a court-appointed receiver from the former CFO and
companies that he controlled. Cash payments from the receiver of approximately $40.2
million have been received as of September 30, 2007, with the remaining $3.4 million
of the expected recovery consisting of notes receivable, investments and other
Table of Contents
assets
that have been or are expected to be transferred to the Company. Embezzlement (costs)
recoveries, includes the recognition of this recovery, net of professional and other
costs incurred as a result of the embezzlement.
(d)
Gains or losses associated with the disposal of assets relate to decisions of the
executive management group regarding corporate strategy. Accordingly, the related
gains or losses have been separately presented and excluded from the results of
specific segments.
(e)
Corporate assets primarily include cash and certain deferred federal income tax assets.
September 30,
2007
$
89,092
(2,858
)
86,234
9,964
9,964
$
96,198
September 30,
December 31,
2007
2006
$
32,842
$
42,751
63,970
69,330
16,102
11,043
15,124
13,328
3,768
9,011
$
131,806
$
145,463
Table of Contents
2007
2006
$
1,829
$
1,725
207
83
(796
)
(48
)
46
41
289
$
1,575
$
1,801
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Per Share
Total
(in thousands)
$
0.08
$
12,527
0.12
18,860
0.12
18,690
$
0.32
$
50,077
Table of Contents
Table of Contents
Three Months Ended September 30,
Nine Months Ended September 30,
2007
2006
2007
2006
$
428,316
82
%
$
577,047
86
%
$
1,315,005
83
%
$
1,616,100
84
%
58,498
11
40,462
6
148,674
9
107,800
6
27,348
5
46,163
7
97,775
6
155,221
8
9,840
2
9,986
1
32,207
2
29,083
2
$
524,002
100
%
$
673,658
100
%
$
1,593,661
100
%
$
1,908,204
100
%
Table of Contents
movement of drilling rigs from region to region,
reactivation of land-based drilling rigs, or
construction of new drilling rigs.
$644 million provided by operations,
$32.2 million in proceeds from disposal of property and equipment, and
$2.4 million from the exercise of stock options and related tax benefits associated with
stock-based compensation.
to make capital expenditures for the betterment and refurbishment of our drilling rigs,
to acquire and procure drilling equipment and facilities to support our drilling
operations,
to fund capital expenditures for our pressure pumping and drilling and completion fluids
divisions, and
Table of Contents
to fund leasehold acquisition and exploration and development of oil and natural gas
properties.
Per Share
Total
(in thousands)
$
0.08
$
12,527
0.12
18,860
0.12
18,690
$
0.32
$
50,077
2007
2006
% Change
Contract Drilling
(Dollars in thousands)
$
428,316
$
577,047
(25.8
)%
$
242,352
$
267,345
(9.3
)%
$
1,616
$
1,817
(11.1
)%
$
56,105
$
42,961
30.6
%
$
128,243
$
264,924
(51.6
)%
22,362
27,725
(19.3
)%
$
19.15
$
20.81
(8.0
)%
$
10.84
$
9.64
12.4
%
243
301
(19.3
)%
$
120,192
$
152,879
(21.4
)%
Table of Contents
2007
2006
% Change
Pressure Pumping
(Dollars in thousands)
$
58,498
$
40,462
44.6
%
$
28,682
$
20,960
36.8
%
$
4,882
$
3,450
41.5
%
$
3,702
$
2,559
44.7
%
$
21,232
$
13,493
57.4
%
4,065
3,116
30.5
%
$
14.39
$
12.99
10.8
%
$
7.06
$
6.73
4.9
%
$
11,047
$
7,692
43.6
%
2007
2006
% Change
Drilling and Completion Fluids
(Dollars in thousands)
$
27,348
$
46,163
(40.8
)%
$
24,153
$
36,183
(33.2
)%
$
2,486
$
2,733
(9.0
)%
$
728
$
689
5.7
%
$
(19
)
$
6,558
N/A
%
$
460
$
1,122
(59.0
)%
2007
2006
% Change
Oil and Natural Gas Production and Exploration
(Dollars in thousands,
except sales prices)
$
9,840
$
9,986
(1.5
)%
$
2,474
$
3,222
(23.2
)%
$
695
$
684
1.6
%
$
5,784
$
2,804
106.3
%
$
887
$
3,276
(72.9
)%
$
4,153
$
4,982
(16.6
)%
920
961
(4.3
)%
4,199
4,820
(12.9
)%
$
73.57
$
68.66
7.2
%
$
6.58
$
6.77
(2.8
)%
Table of Contents
2007
2006
% Change
Corporate and Other
(Dollars in thousands)
$
6,914
$
5,093
35.8
%
$
204
$
202
1.0
%
$
600
$
3,000
(80.0
)%
$
(330
)
$
(437
)
(24.5
)%
$
(1,145
)
$
(1,512
)
(24.3
)%
$
1,091
$
948
15.1
%
$
357
$
363
(1.7
)%
$
42
$
88
(52.3
)%
2007
2006
% Change
Contract Drilling
(Dollars in thousands)
$
1,315,005
$
1,616,100
(18.6
)%
$
716,803
$
737,021
(2.7
)%
$
4,467
$
5,338
(16.3
)%
$
156,075
$
121,764
28.2
%
$
437,660
$
751,977
(41.8
)%
66,931
81,489
(17.9
)%
$
19.65
$
19.83
(1.0
)%
$
10.71
$
9.04
18.5
%
245
298
(17.8
)%
$
403,381
$
377,165
7.0
%
Table of Contents
2007
2006
% Change
Pressure Pumping
(Dollars in thousands)
$
148,674
$
107,800
37.9
%
$
75,610
$
56,545
33.7
%
$
13,758
$
9,588
43.5
%
$
10,234
$
7,075
44.7
%
$
49,072
$
34,592
41.9
%
10,477
8,844
18.5
%
$
14.19
$
12.19
16.4
%
$
7.22
$
6.39
13.0
%
$
41,678
$
27,371
52.3
%
2007
2006
% Change
Drilling and Completion Fluids
(Dollars in thousands)
$
97,775
$
155,221
(37.0
)%
$
82,172
$
120,418
(31.8
)%
$
7,319
$
7,765
(5.7
)%
$
2,121
$
2,000
6.1
%
$
6,163
$
25,038
(75.4
)%
$
2,581
$
3,052
(15.4
)%
2007
2006
% Change
(Dollars in thousands,
Oil and Natural Gas Production and Exploration
except sales prices)
$
32,207
$
29,083
10.7
%
$
8,213
$
11,241
(26.9
)%
$
2,017
$
2,050
(1.6
)%
$
13,361
$
8,815
51.6
%
$
8,616
$
6,977
23.5
%
$
13,804
$
15,699
(12.1
)%
1,042
944
10.4
%
5,356
4,986
7.4
%
$
63.82
$
66.24
(3.7
)%
$
7.28
$
6.96
4.6
%
Table of Contents
2007
2006
% Change
Corporate and Other
(Dollars in thousands)
$
20,023
$
14,687
36.3
%
$
610
$
591
3.2
%
$
1,600
$
4,385
(63.5
)%
$
(16,603
)
$
(437
)
N/A
%
$
(43,080
)
$
2,941
N/A
%
$
1,917
$
5,579
(65.6
)%
$
1,951
$
476
309.9
%
$
245
$
231
6.1
%
$
$
135
(100.0
)%
Table of Contents
THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
Changes in prices and demand for oil and natural gas;
Excess industry capacity of land drilling rigs resulting from the reactivation or
construction of new land drilling rigs;
Changes in demand for contract drilling, pressure pumping and drilling and completion
fluids services;
Shortages of drill pipe and other drilling equipment;
Labor shortages, primarily qualified drilling personnel;
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Effects of competition from other drilling contractors and providers of pressure pumping
and drilling and completion fluids services;
Occurrence of operating hazards and uninsured losses inherent in our business
operations; and
Environmental and other governmental regulation.
Table of Contents
22
23
Approximate Dollar
Total Number of
Value of Shares
Shares (or Units)
That May yet be
Purchased as Part
Purchased Under the
Total
Average Price
of Publicly
Plans or
Number of Shares
Paid per
Announced Plans
Programs (in
Period Covered
Purchased
Share
or Programs
thousands)(1)
$
$
1,195,125
$
21.80
1,195,000
$
223,948
1,080,000
$
22.43
1,080,000
$
199,726
2,275,125
$
22.10
2,275,000
$
199,726
(1)
On August 1, 2007, our Board of Directors approved a stock buyback
program authorizing purchases of up to $250 million of our common
stock in open market or privately negotiated transactions.
3.1
Restated Certificate of Incorporation, as amended (filed August 9,
2004 as Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2004 and incorporated
herein by reference).
3.2
Amendment to Restated Certificate of Incorporation, as amended
(filed August 9, 2004 as Exhibit 3.2 to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2004
and incorporated herein by reference).
3.3
Second Amended and Restated Bylaws (filed August 6, 2007 as Exhibit
3.3 to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2007 and incorporated herein by
reference).
10.1
Indemnification Agreement between Douglas J. Wall and Patterson-UTI
Energy, Inc. dated August 31, 2007 (form of which has been filed on April 28, 2004 as
Exhibit 10.11 to the Companys Annual Report on Form 10-K, as
amended, for the year ended December 31, 2003 and incorporated
herein by reference).
10.2
Indemnification Agreement between William L. Moll, Jr. and
Patterson-UTI Energy, Inc. dated August 31, 2007 (form of which has been filed on April
28, 2004 as Exhibit 10.11 to the Companys Annual Report on Form
10-K, as amended, for the year ended December 31, 2003 and
incorporated herein by reference).
10.3
Indemnification Agreement between Gregory W. Pipkin and
Patterson-UTI Energy, Inc. dated August 31, 2007 (form of which has been filed on April
28, 2004 as Exhibit 10.11 to the Companys Annual Report on Form
10-K, as amended, for the year ended December 31, 2003 and
incorporated herein by reference).
10.4
Indemnification Agreement between Charles O. Buckner and
Patterson-UTI Energy, Inc. dated August 31, 2007 (form of which has been filed on April
28, 2004 as Exhibit 10.11 to the Companys Annual Report on Form
10-K, as amended, for the year ended December 31, 2003 and
incorporated herein by reference).
Table of Contents
10.5
Severance Agreement between Patterson-UTI Energy, Inc. and Douglas
J. Wall, effective as of August 31, 2007 (filed September 4, 2007
as Exhibit 10.3 to the Companys Current Report on Form 8-K and
incorporated herein by reference).
10.6
Patterson-UTI Energy, Inc. Change in Control Agreement, effective
as of August 31, 2007, by and between Patterson-UTI and Douglas J.
Wall (filed September 4, 2007 as Exhibit 10.2 to the Companys
Current Report on Form 8-K and incorporated herein by reference).
10.7
Patterson-UTI Energy, Inc. Change in Control Agreement, effective
as of August 31, 2007, by and between Patterson-UTI Energy, Inc.
and William L. Moll, Jr.
10.8
First Amendment to Change in Control Agreement Between
Patterson-UTI Energy, Inc. and Mark S. Siegel, entered into
November 1, 2007.
10.9
First Amendment to Change in Control Agreement Between
Patterson-UTI Energy, Inc. and Douglas J. Wall, entered into
November 1, 2007.
10.10
First Amendment to Change in Control Agreement Between
Patterson-UTI Energy, Inc. and John E. Vollmer, III, entered into
November 1, 2007.
10.11
First Amendment to Change in Control Agreement Between
Patterson-UTI Energy, Inc. and Kenneth N. Berns, entered into
November 1, 2007.
10.12
First Amendment to Change in Control Agreement Between
Patterson-UTI Energy, Inc. and William L. Moll, Jr., entered into
November 1, 2007.
31.1
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended.
31.2
Certification of Chief Financial Officer pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended.
32.1
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 USC Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Table of Contents
24
PATTERSON-UTI ENERGY, INC.
By:
/s/ Douglas J. Wall
Douglas J. Wall
(Principal Executive Officer)
President and Chief Executive Officer
By:
/s/ John E. Vollmer III
John E. Vollmer III
(Principal Financial Officer)
Senior Vice President-Corporate Development,
Chief Financial Officer and Treasurer
By:
/s/
Gregory W. Pipkin
Gregory W. Pipkin
(Principal Accounting Officer)
Chief Accounting Officer and Assistant Secretary
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PATTERSON-UTI ENERGY, INC.
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/s/ John E. Vollmer III | ||||
John E. Vollmer III | ||||
Senior Vice President Corporate Development and Chief Financial Officer | ||||
/s/ William L. Moll, Jr. | ||||
William L. Moll, Jr. | ||||
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1. | 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. | ||
2. | Paragraph b of Section 7 of the Original Agreement is hereby amended to read in its entirety as follows: |
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3. | A new paragraph (l) shall be added to Section 11 of the Original Agreement immediately following Section 11(k) to read as follows: |
4. | Sections 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 of the Original Agreement shall be renumbered as Sections 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22, respectively, and the following new Section 12 shall be added to the Original Agreement immediately following Section 11 to read as follows: |
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5. | The references to Section 20 in Sections 13, 21 and 22 of the Original Agreement, as renumbered in item 4 above, shall be deleted and a reference to Section 21 shall be substituted in each stead. The reference to Section 13 in Section 22 of the Original Agreement, as renumbered in item 4, above, shall be deleted and a reference to Section 14 shall be substituted in its stead. The reference to Section 15 in Section 22 of the Original Agreement, as renumbered in item 4, above, shall be deleted and a reference to Section 16 shall be substituted in its stead. |
6. | Clause (x) of Section 22(a) of the Original Agreement, as renumbered in item 4 above, shall be deleted and clauses (xi) through (xlii) shall be renumbered accordingly as clauses (x) through (xli), respectively, with the term Event of Termination for Cause being realphabetized in the listing of defined terms under Section 22(a) and renumbered according to the foregoing. |
7. | Clause (xxxv) of Section 22(a) of the Original Agreement, as renumbered in items 4 and 6 above, shall be amended in its entirety to read as follows: |
8. | This First Amendment shall be binding on each party hereto only when it has been executed by all of the parties hereto, but when so executed, shall, unless otherwise provided by a specific provision of this First Amendment, be and become effective as of January 1, 2005. |
9. | All references to Agreement contained in the Original Agreement shall be deemed to be a reference to the Original Agreement, as amended by this First Amendment. Certain capitalized terms used herein that are not otherwise defined are defined in Section 21 of the Original Agreement (Section 22 of the Original Agreement, as amended), and the terms defined in this First Amendment shall be incorporated in the Original Agreement with the same meanings as set forth herein. |
10. | The validity, interpretation, construction and enforceability of this First Amendment shall be governed by the laws of the State of Texas. |
11. | Except as amended by this First Amendment, the Original Agreement shall remain in full force and effect. |
12. | This First Amendment may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. |
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PATTERSON-UTI ENERGY, INC. | ||||
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By: | /s/ John E. Vollmer III | ||
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John E.
Vollmer III
Senior Vice President-Corporate Development and Chief Financial Officer |
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EMPLOYEE | ||||
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/s/ Mark S. Siegel | |||
Mark S.
Siegel
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1. | Paragraph b of Section 7 of the Original Agreement is hereby amended to read in its entirety as follows: |
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2. | A new paragraph (l) shall be added to Section 11 of the Original Agreement immediately following Section 11(k) to read as follows: | ||
(l) Notwithstanding anything in this Agreement to the contrary, in accordance with Section 409A of the Code, any additional payments due to the Employee under this Section 11 shall be paid by the Company no later than the end of the Employees taxable year next following the Employees taxable year in which the related taxes are remitted to the taxing authority. |
3. | Section 12 of the Original Agreement is hereby amended to read in its entirety as follows: |
4. | This First Amendment shall be binding on each party hereto only when it has been executed by all of the parties hereto, but when so executed, shall, unless |
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otherwise provided by a specific provision of this First Amendment, be and become effective as of August 31, 2007. | |||
5. | All references to Agreement contained in the Original Agreement shall be deemed to be a reference to the Original Agreement, as amended by this First Amendment. Certain capitalized terms used herein that are not otherwise defined are defined in Section 21 of the Original Agreement, and the terms defined in this First Amendment shall be incorporated in the Original Agreement with the same meanings as set forth herein. | ||
6. | The validity, interpretation, construction and enforceability of this First Amendment shall be governed by the laws of the State of Texas. | ||
7. | Except as amended by this First Amendment, the Original Agreement shall remain in full force and effect. | ||
8. | This First Amendment may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. |
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PATTERSON-UTI ENERGY, INC. | |||||
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By: | /s/ John E. Vollmer III | |||
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John E. Vollmer III
Senior Vice President-Corporate Development and Chief Financial Officer |
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EMPLOYEE | |||||
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/s/ Douglas J. Wall | ||||
Douglas J. Wall
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1. | 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. | ||
2. | Effective as of the Execution Date, the prefecatory language of Section 7(a)(iii)(3) of the Original Agreement is hereby amended to read in its entirety as follows: |
3. | Paragraph b of Section 7 of the Original Agreement is hereby amended to read in its entirety as follows: |
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4. | A new paragraph (l) shall be added to Section 11 of the Original Agreement immediately following Section 11(k) to read as follows: |
5. | Sections 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 of the Original Agreement shall be renumbered as Sections 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22, respectively, and the following new Section 12 shall be added to the Original Agreement immediately following Section 11 to read as follows: |
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6. | The references to Section 20 in Sections 13, 21 and 22 of the Original Agreement, as renumbered in item 5 above, shall be deleted and a reference to Section 21 shall be substituted in each stead. The reference to Section 13 in Section 22 of the Original Agreement, as renumbered in item 5, above, shall be deleted and a reference to Section 14 shall be substituted in its stead. The reference to Section 15 in Section 22 of the Original Agreement, as renumbered in item 5, above, shall be deleted and a reference to Section 16 shall be substituted in its stead. | ||
7. | Clause (x) of Section 22(a) of the Original Agreement, as renumbered in item 5 above, shall be deleted and clauses (xi) through (xlii) shall be renumbered accordingly as clauses (x) through (xli), respectively, with the term Event of Termination for Cause being realphabetized in the listing of defined terms under Section 22(a) and renumbered according to the foregoing. | ||
8. | Clause (xxxv) of Section 22(a) of the Original Agreement, as renumbered in items 5 and 7 above, shall be amended in its entirety to read as follows: |
9. | This First Amendment shall be binding on each party hereto only when it has been executed by all of the parties hereto, but when so executed, shall, unless otherwise provided by a specific provision of this First Amendment, be and become effective as of January 1, 2005. | ||
10. | All references to Agreement contained in the Original Agreement shall be deemed to be a reference to the Original Agreement, as amended by this First Amendment. Certain capitalized terms used herein that are not otherwise defined are defined in Section 21 of the Original Agreement (Section 22 of the Original Agreement, as amended), and the terms defined in this First Amendment shall be incorporated in the Original Agreement with the same meanings as set forth herein. | ||
11. | The validity, interpretation, construction and enforceability of this First Amendment shall be governed by the laws of the State of Texas. | ||
12. | Except as amended by this First Amendment, the Original Agreement shall remain in full force and effect. |
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13. | This First Amendment may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. |
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PATTERSON-UTI ENERGY, INC. | ||||
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By: | /s/ Douglas J. Wall | ||
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Douglas J.
Wall
President and Chief Executive Officer |
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EMPLOYEE | ||||
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/s/ John E. Vollmer III | |||
John E. Vollmer III
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1. | 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. | ||
2. | Effective as of the Execution Date, the prefecatory language of Section 7(a)(iii)(3) of the Original Agreement is hereby amended to read in its entirety as follows: |
3. | Paragraph b of Section 7 of the Original Agreement is hereby amended to read in its entirety as follows: |
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4. | A new paragraph (l) shall be added to Section 11 of the Original Agreement immediately following Section 11(k) to read as follows: |
5. | Sections 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 of the Original Agreement shall be renumbered as Sections 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22, respectively, and the following new Section 12 shall be added to the Original Agreement immediately following Section 11 to read as follows: |
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6. | The references to Section 20 in Sections 13, 21 and 22 of the Original Agreement, as renumbered in item 5 above, shall be deleted and a reference to Section 21 shall be substituted in each stead. The reference to Section 13 in Section 22 of the Original Agreement, as renumbered in item 5, above, shall be deleted and a reference to Section 14 shall be substituted in its stead. The reference to Section 15 in Section 22 of the Original Agreement, as renumbered in item 5, above, shall be deleted and a reference to Section 16 shall be substituted in its stead. | ||
7. | Clause (x) of Section 22(a) of the Original Agreement, as renumbered in item 5 above, shall be deleted and clauses (xi) through (xlii) shall be renumbered accordingly as clauses (x) through (xli), respectively, with the term Event of Termination for Cause being realphabetized in the listing of defined terms under Section 22(a) and renumbered according to the foregoing. | ||
8. | Clause (xxxv) of Section 22(a) of the Original Agreement, as renumbered in items 5 and 7 above, shall be amended in its entirety to read as follows: |
9. | This First Amendment shall be binding on each party hereto only when it has been executed by all of the parties hereto, but when so executed, shall, unless otherwise provided by a specific provision of this First Amendment, be and become effective as of January 1, 2005. | ||
10. | All references to Agreement contained in the Original Agreement shall be deemed to be a reference to the Original Agreement, as amended by this First Amendment. Certain capitalized terms used herein that are not otherwise defined are defined in Section 21 of the Original Agreement (Section 22 of the Original Agreement, as amended), and the terms defined in this First Amendment shall be incorporated in the Original Agreement with the same meanings as set forth herein. | ||
11. | The validity, interpretation, construction and enforceability of this First Amendment shall be governed by the laws of the State of Texas. | ||
12. | Except as amended by this First Amendment, the Original Agreement shall remain in full force and effect. |
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13. | This First Amendment may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. |
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PATTERSON-UTI ENERGY, INC. | ||||
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By: | /s/ John E. Vollmer III | ||
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John E. Vollmer III
Senior Vice President-Corporate Development and Chief Financial Officer |
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EMPLOYEE | ||||
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/s/ Kenneth N. Berns | |||
Kenneth N. Berns
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1. | Paragraph b of Section 7 of the Original Agreement is hereby amended to read in its entirety as follows: |
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2. | A new paragraph (l) shall be added to Section 11 of the Original Agreement immediately following Section 11(k) to read as follows: |
3. | Section 12 of the Original Agreement is hereby amended to read in its entirety as follows: |
4. | This First Amendment shall be binding on each party hereto only when it has been executed by all of the parties hereto, but when so executed, shall, unless |
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otherwise provided by a specific provision of this First Amendment, be and become effective as of August 31, 2007. | |||
5. | All references to Agreement contained in the Original Agreement shall be deemed to be a reference to the Original Agreement, as amended by this First Amendment. Certain capitalized terms used herein that are not otherwise defined are defined in Section 21 of the Original Agreement, and the terms defined in this First Amendment shall be incorporated in the Original Agreement with the same meanings as set forth herein. | ||
6. | The validity, interpretation, construction and enforceability of this First Amendment shall be governed by the laws of the State of Texas. | ||
7. | Except as amended by this First Amendment, the Original Agreement shall remain in full force and effect. | ||
8. | This First Amendment may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. |
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PATTERSON-UTI ENERGY, INC. | ||||
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By: | /s/ John E. Vollmer, III | ||
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John E. Vollmer III
Senior Vice President-Corporate Development and Chief Financial Officer |
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EMPLOYEE | ||||
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/s/ William L. Moll, Jr. | |||
William L. Moll, Jr.
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/s/
Douglas J. Wall
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President and Chief Executive Officer |
25
/s/ John E. Vollmer III
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Senior Vice President Corporate | ||||
Development, Chief Financial Officer | ||||
and Treasurer |
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/s/ Douglas J. Wall | |
Douglas J. Wall | |
Chief Executive Officer | |
November 5, 2007 | |
/s/ John E. Vollmer III | |
John E. Vollmer III | |
Chief Financial Officer | |
November 5, 2007 |
27