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FIRST AMENDMENT TO
TERMINATION AGREEMENT AND RELEASE
This First Amendment, dated August 23, 1996 (this "Amendment"), amends
that certain Termination Agreement and Release (the "Termination Agreement and
Release"), dated effective September 29, 1995, by and between Xxxxx X. Xxxxxx
("Xxxxxx") and UTI Energy Corp., a Delaware corporation ("UTI").
Whereas Xxxxxx is a former employee of UTI;
WHEREAS Xxxxxx and UTI entered into the Termination Agreement and
Release providing for the terms and conditions of Xxxxxx'x termination of
employment with UTI and the vesting and granting of options to Xxxxxx in
connection therewith; and
WHEREAS Xxxxxx and UTI now wish to clarify certain provisions of
Section 7 of the Termination Agreement and Release relating to certain options
(the "Options") granted to Xxxxxx to purchase shares of UTI common stock, par
value $.001 per share ("Common Stock"), and, to the extent the Termination
Agreement and Release may be construed contrary to such clarification, to amend
the Termination Agreement and Release;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and intending to be legally bound hereby, UTI and Xxxxxx hereby agree as
follows:
1. Options Covered. The parties acknowledge that the Options now
held by Xxxxxx consist of (i) options to purchase 33,660 shares of Common
Stock, which options were granted under the terms of the UTI 1993 Non-Qualified
Stock Option Plan (the "Plan") and subject to a stock option agreement by and
between UTI and Xxxxxx dated December 14, 1993 (the "Option Agreement") and
(ii) new options to purchase 15,000 shares of Common Stock (the "New Options")
granted on the Effective Date (as defined in the Termination Agreement and
Release), and that all of the above described options were fully vested on the
Effective Date.
2. Clarification of New Option. The parties agree that although
the New Options may not have been permitted under the express terms of the
Plan, it was the intent and understanding of both parties that the New Options
be subject to the same terms, conditions and provisions of an option granted
under the Plan and the Option Agreement, except that (i) the date of grant of
the New Options was to be September 29, 1995 and the exercise price of the New
Options was to be the fair market value of the Common Stock on September 29,
1995 (that is, $4 5/8 per share of Common Stock), (ii) the New Options were
fully vested on the date of grant and not subject to Xxxxxx remaining in the
employment of UTI or any of its subsidiaries and (iii) the termination date of
the New Options is August 29, 2005.
3. UTI/Xxxxxx Plan. The terms, conditions and provisions to
which the New Options shall be the same as an option granted under the Plan,
subject to the modifications described in the preceding paragraph, and such
options shall constitute an employee benefit plan for Xxxxxx as defined by Rule
405 of the Rules and Regulations promulgated under the Securities Act of 1933,
as amended.
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4. Effect of Clarification. This Amendment shall amend the
Termination Agreement and Release only to the extent the Termination Agreement
and Release may be construed in conflict with this Amendment. The Termination
Agreement and Release shall remain in full force and effect in all other
respects.
EXECUTED as of the date first written above.
UTI ENERGY CORP.
By: /s/ Xxxxxx X. Drum
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Name: Xxxxxx X. Drum
Title: President
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
