Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 2, 2020, Nabors
Industries Ltd. (“Nabors”) and its indirect wholly-owned subsidiary, Nabors Industries, Inc. (“NII”)
entered into a seventh amendment to the executive employment agreement with Anthony G. Petrello, the Chairman, Chief Executive
Officer and President of each of Nabors and NII (the “Petrello Amendment’). The Petrello Amendment keeps in place
the reduction of annual rate of base salary payable under Mr. Petrello’s employment agreement from $1.75 million per
year to $1.575 million per year through 2020.
On January 2, 2020, Nabors and NII entered into an amended
and restated executive employment agreement with William Restrepo, Chief Financial Officer of each of Nabors and NII (the “Amended
and Restated Restrepo Agreement”). The Amended and Restated Restrepo Agreement provides for terms consistent with Mr. Restrepo’s
previous executive employment agreement effective March 3, 2014, as amended (the “Original Agreement”), other than
the following: (i) a term of employment from January 2, 2020 until June 1, 2022; (ii) automatic twelve (12)-month renewal of the
agreement following the applicable expiration date or extension date, as applicable, unless written notice is given (a) by either
Nabors, NII or Mr. Restrepo at least ninety (90) days prior to such date or (b) by Mr. Restrepo at least two hundred (200) days
prior to his voluntary retirement, if such retirement occurs after June 1, 2022 (a “Qualifying Retirement”); (iii)
the Performance Peer Group applicable to each TSR Award (as such terms are defined in the Amended and Restated Restrepo Agreement)
shall consist of those entities determined from time to time by the Compensation Committee of the Board of Director of Nabors (the
“Committee”), in consultation with the Chief Executive Officer; and (iv) upon Mr. Restrepo’s Qualifying Retirement,
Mr. Restrepo will be eligible to receive the same severance payments and benefits previously available to him only in the case
of his termination of employment following the expiration date of his Original Agreement as a result of his death, Disability,
Constructive Termination Without Cause or by the Company without Cause (as such terms are defined in the Amended and Restated Restrepo
Agreement), except that in the event of Mr. Restrepo’s Qualifying Retirement, all unvested TSR Shares outstanding as of the
Agreement Expiration Notice shall become vested as if the performance goals with respect to relative Total Shareholder Return (as
such terms are defined in the Amended and Restated Restrepo Agreement) set forth in the applicable award agreements were achieved
at maximum, rather than target, levels.
On January 2, 2020, the Committee and Mr. Petrello agreed
that the grant of TSR Shares (as defined in Mr. Petrello’s employment agreement), which under the terms of his employment
agreement are to be valued at $5.25 million, shall, for calendar year 2020, be reduced by $3.5 million resulting in an award of
one-third of the number of shares that Mr. Petrello is otherwise entitled to receive (the “2020 TSR Shares”).
On January 2, 2020, the Committee approved and adopted a
new form of restricted stock agreement to be used in the award of the 2020 TSR Shares to Mr. Petrello.
On January 2, 2020, the Committee approved and adopted new
forms of performance-based restricted stock unit agreements to be used in the award of 2020 performance share units to Mr. Petrello
and Mr. Restrepo, which performance share units were granted to Mr. Petrello and Mr. Restrepo in satisfaction of the performance
shares to which each of Mr. Petrello and Mr. Restrepo is entitled under his employment agreement in respect of performance metrics
established by the Committee for fiscal year 2020. This change reinforces the performance-based nature of all of Mr. Petrello’s
restricted share awards, and will more clearly demonstrate that a super majority of his compensation is performance based.
The descriptions above of the Petrello Amendment, the Amended
and Restated Restrepo Agreement, the new forms of restricted stock agreement (the “Petrello Restricted Stock Agreements”)
and the new forms of performance-based stock unit agreements (the “PSU Agreements”) are qualified in their entirety
by reference to the Petrello Amendment, the Amended and Restated Restrepo Agreement, the Petrello Restricted Stock Agreements,
and the PSU Agreements, which are included as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to this Form 8-K and are incorporated
in this Item 5.02 by reference.