LTIP Awards

On February 8, 2017, the Compensation Committee and Board of
Directors of Independence Contract Drilling, Inc. (ICD) approved
grants of restricted stock units to ICDs non-employee directors
and restricted stock units and performance-based stock units to
ICDs named executive officers (NEOs). Restricted stock units
granted to directors vest over a one year period while restricted
stock units granted to NEOs vest annually over a three year
period in 1/3 increments. Each non-employee director was granted
17,036 restricted stock units. Performance based stock units
granted to NEOs were issued based upon three separate performance
criteria: (1) total shareholder return (TSR Units), (2)
operational uptime (Utilization Units) and (3) total recordable
incident rate (Safety Units), with earned units cliff vesting on
the third anniversary of the date of grant. The following chart
summarizes the number of restricted stock units granted to each
NEO as well as the target and maximum number of shares that may
be issuable under each of the performance-based unit awards
units:

The number of shares, if any, that may be issued upon vesting of
the TSR Units is based upon ICDs total shareholder return (TSR)
relative to the TSR of a peer group of eight energy services
companies measured over a one-year (February 8, 2017 through
February 7, 2018), two-year (February 8, 2017 through February 7,
2019) and three-year (February 8, 2017 through February 7, 2020)
performance period. Each of the peer group companies and ICD are
ranked based upon their respective total shareholder return.
Target is achieved if ICD ranks at the midpoint (5^th)
of the combined peer group/ICD list and maximum payout is
achieved if ICD ranks in the top two of the combined peer
group/ICD list.

The number of shares, if any, that may be issued upon vesting of
the Utilization Units is based upon ICDs aggregate fleetwide
uptime compared to a targeted uptime percentage predetermined by
the Committee over three one-year performance periods (calendar
year 2017, calendar year 2018 and calendar year 2019). Uptime is
equal to total rig operating days (less downtime days) during the
period divided by total operating days in the period.

The number of shares, if any, that may be issued upon vesting of
the Safety Units is based upon ICDs aggregate TRIR (total
recordable incident rate) compared to an industry metric over
three one-year performance periods (calendar year 2017, calendar
year 2018 and calendar year 2019). The industry metric utilized
by the Committee will be the IADC published U.S. land-based TRIR
rate for the corresponding period or such other industry source
as the Committee determines in its discretion. Target is reached
if the Company achieves the industry average and maximum payout
is reached if the Companys TRIR during the performance period is
equal to 90% or less of the industry average for the period.

The foregoing description in this Item 5.02 is qualified in its
entirety by reference to the full text of the form of the 2016
TSR Performance Unit Agreement, 2016 Safety Performance Unit
Award Agreement, 2016 Utilization Performance Award Agreement,
Time-Based Restricted Stock Unit Award Agreement and Director
Restricted Stock Unit Award Agreement, which are filed as
Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 hereto and are
incorporated herein by reference.

Annual Incentive Compensation Payments

Subject to satisfactory completion of the Companys 2016 annual
audit, the Compensation Committee of the Board of Directors also
approved the payment of annual incentive payments to the NEOs
based upon ICD performance compared to predetermined objective
measures tied to targeted adjusted EBITDA, targeted safety (TRIR)
and targeted rig utilization, as well as performance compared to
personal objectives. For Mr. Dunn, Mr. Choyce and Mr. Menefee,
the approved amounts were $431,282, $193,240 and $86,538,
respectively.97802.2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits