Compensation Committee Charter
The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Parker Drilling Company (the "Company") shall be (i) to discharge the responsibilities of the Board
relating to (a) overall oversight of compensation and benefits philosophy and (b) compensation of the Company's CEO and other executive officers, (ii) to review and discuss with the Company's management the Compensation
Discussion and Analysis ("CD&A") to be included in the Company's annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement, and (iii) to provide the Committee Report
for inclusion in the Company's proxy statement that complies with the rules of the Securities and Exchange Commission.
The Committee shall consist of a number of directors fixed from time to time by the Board, not less than two. All members of the Committee shall meet the independence requirements of the New York Stock
Exchange and the Securities and Exchange Commission. All Committee members shall also be "non-employee directors" as defined by Rule 16b-3 under the Securities Exchange Act of 1934 and satisfy the requirements of an
"outside director" as defined by Section 162(m) of the Internal Revenue Code of 1986, as amended.
The members of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee, and shall serve for such term as the Board determines or until their successors are elected or
appointed. Committee members may be replaced by a majority vote of the Board in its discretion. Unless specified by resolution of the Board, the Committee shall appoint a Chairman to preside over meetings of the
Committee. In the absence of the Chairman, the majority of the members of the Committee present at a meeting shall appoint a member to preside at the meeting.
The Committee shall meet as often as it determines, usually at least four times each year, and at such other times as its members deem necessary to fulfill the Committee's responsibilities. The
Chairman of the Committee will establish annually an agenda calendar which will include meeting schedules, recurring action items, foreseeable events, timelines for review of filings, matters to be periodically reported
to the Board and related recurring responsibilities. The Chairman of the Committee will ensure that appropriate records and minutes are maintained for each meeting, including agenda items and actions taken, and will
furnish copies of the minutes of such meetings to the Board. Additionally, the Chairman of the Committee will revise the agenda to include any special agenda items that will require deliberation of the Committee.
A majority of the Committee members will constitute a quorum for the transaction of business by the Committee and a vote of a majority of the members of the Committee present will constitute an act of the Committee. The
Committee may request any director, officer or employee of the Company or the Company's outside counsel or other consultants of the Company to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee.
The Committee will schedule meetings with independent advisors as needed to conduct its business and retain the necessary expertise to augment its planning, assessment and regulatory responsibilities to the Board. The
Committee will hold executive sessions without participation by management. The meetings of the Committee are open to all directors.
Committee Authority, Duties and Responsibilities
The Committee is directly responsible for establishing annual and long-term performance goals and objectives for the Company's executive officers, as well as setting the overall compensation philosophy for the
Company. This responsibility includes:
- evaluating the performance of the CEO, the Executive Chairman and the other executive officers in light of performance goals and objectives established by the Committee;
- setting, either as the Committee or together with the other independent directors as directed by the Board, the compensation of the CEO and the Executive Chairman based upon the evaluation of the performance
of such officers in light of the goals and objectives the Committee has established, including the long-term incentive component of such officers' compensation, which evaluation may also consider the Company's
performance and relative stockholder return, the value of similar incentive awards to officers in similar positions at comparable companies and the awards given to the CEO and Executive Chairman in past years;
- reviewing annually the long-term incentive plan performance measures and assessing whether or not the performance measures are achieving the goals and objectives of the plan;
- recommending to the Board for approval the cash-based compensation of the other executive officers and other officers, based upon the evaluation by the Committee of the performance of the other executive officers
and the recommendation of the CEO; and
- reviewing the current compensation plans and making recommendations to the Board with respect to new cash-based and equity-based compensation plans.
In addition, the Committee:
- administers the Company's equity-based and bonus plans in accordance with the terms and conditions of such plans;
- determines the awards made under corporate performance-based plans;
- grants options and awards under equity-based plans, except where such authority is granted to the CEO or another committee of the Board under the terms and conditions of the plans or by the Board;
- reviews periodically the succession plans relating to the Executive Chairman, the Chief Executive Officer and other executive officers;
- monitors compliance with the Company's policies regarding compensation; and
- reviews the Company's incentive compensation policies, plans, and their components for any provisions that may create risks that are reasonably likely to have a material adverse effect on the Company. If the
Committee determines that such a risk exists, the Committee will inform the Audit Committee and request a detailed review of the provisions as implemented.
- The Committee may form and delegate authority to subcommittees comprised of members of the Committee as the Committee may deem appropriate in its sole discretion.
- The Committee may, in its sole discretion, retain and terminate any compensation consultant to be used to assist in the evaluation of CEO and executive officer compensation and shall have sole authority to approve the
consultant's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors and consultants. The Company will provide
appropriate funding, as determined by the Committee, for payment of compensation to any consulting firm or other advisers retained by the Committee.
- The Committee shall make regular reports to the Board.
- The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.
Additional Committee Powers
The Committee shall also have the following powers:
- To interview and meet with any employee of the Company without the presence of any officer of the Company.
- To investigate any matter brought to its attention within the scope of its duties.
- Such other powers as may be necessary to fulfill its purposes as defined in this Charter.