2020 LTIP Award Agreements

On February 10, 2020, the Compensation Committee of the Board of Directors of Independence Contract Drilling, Inc. (“ICD”) approved annual grants of restricted stock units (“RSUs”) to ICD’s executive officers and non-employee directors. Consistent with prior grants, director time-based awards (“Director Time-Based Awards”) vest on the one-year anniversary of the date of grant, and executive time-based awards (“Executive Time-Based Awards”) vest in 1/3 increments on the first, second and third anniversary of the date of grant, and performance-based awards based upon relative TSR performance (“TSR Awards”) and Return on Invested Capital metrics (“ROIC Awards”) vest on the third anniversary of the date of grant, subject to achievement of specified performance targets. One-third of the Time-Based Awards and the TSR Awards issued will be settled in cash (with two-thirds of such awards settled in shares of ICD common stock), and all ROIC Awards will be settled in cash. For 2020 awards settled in ICD common stock, the Company does not intend to permit cashless withholding for such shares.

Awards settled in ICD common stock will be made to the Company’s previously disclosed forms of award agreements. The description of the cash-settled awards are qualified in their entirety by reference to the full text of the forms of Time-Based Cash Settlement Award Agreement, TSR Cash Settlement Award Agreement and ROIC Cash Settlement Award Agreement, and Director RSU Award Agreement – Partial Cash Settlement, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and are incorporated herein by reference.

The following table summarizes LTIP awards made to ICD’s named executive officers (“NEOs”) and non-employee directors in 2020:

(d) Exhibits

Independence Contract Drilling, Inc. Exhibit
EX-10.1 2 exh1012020timebasedaward.htm EXHIBIT 10.1 exh1012020timebasedaward INDEPENDENCE CONTRACT DRILLING,…
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