Exhibit 10.14(aa)
PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
NABORS INDUSTRIES, INC.
This Performance-Based Restricted Stock Unit Grant Agreement (“Performance Stock Unit Grant”) between Nabors Industries, Inc. (“NII”), acting on behalf of Nabors Industries Ltd. (“NIL” or the “Company”), and Miguel A. Rodriguez (the “Grantee”), an Eligible Recipient, contains the terms and conditions under which the Compensation Committee of the Board (the “Committee”), has awarded to Grantee, effective as of January 1, 2026 (the “Date of Grant”) and pursuant to the Amended and Restated Nabors Industries Ltd. 2016 Stock Plan (“2016 Plan”), certain Restricted Stock Units (“PSUs”) to incentivize Grantee to contribute to the success of the Company. The applicable terms of the 2016 Plan are incorporated in this Performance Stock Unit Grant by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the 2016 Plan.
PERFORMANCE STOCK UNIT GRANT
In accordance with the terms of the 2016 Plan, the Committee has made this Performance Stock Unit Grant upon the following terms and conditions:
The restrictions in this Section 4(f) are further limited geographically to the following areas or locations where a Competing Business operates in the Restricted Business: any country in which NIL, the Subsidiary or any Affiliates or other subsidiaries of NIL engage in the Restricted Business.
Without limiting the remedies to which NIL, NII, the Subsidiary or any affiliated company may be entitled, if the Board or the Committee, prior to or following the date the Grantee ceases, for any reason whatsoever, to be an employee of the Subsidiary (or any other subsidiary of NIL) and after full consideration of the facts, find by majority vote that the Grantee has engaged in any of the activities mentioned in this Section 4(f), the Grantee shall forfeit any unvested portion of this Award. The decision of the Board or the Committee shall be final.
As used herein, “affiliated companies” means any entity which now or in the future directly controls, is controlled by, or is under common control with NIL, where “control” in relation to NIL means the direct or indirect ownership of at least 50% of the voting securities or shares.
The Company has attempted to place the most reasonable limitations on the Grantee’s subsequent employment opportunities consistent with the protection of the Company’s valuable trade secrets, business interests and goodwill. In order to accommodate the Grantee in obtaining subsequent employment, NIL may, in its discretion, grant a waiver of one or more of the restrictions on
subsequent employment contained in this Section 4(f). A request for waiver shall be in writing and must be received by NIL at least 45 days before the proposed starting date of the employment for which the Grantee is seeking a waiver. The request must include the full name and address of the organization with which the Grantee is seeking employment; the department or area in which the Grantee proposes to work; the position or job title to be held by the Grantee; and a complete description of the duties the Grantee expects to perform for such employer. If NIL decides to grant a waiver (which decision shall be solely within NIL’s discretion), the waiver may be subject to such restrictions or conditions as NIL may impose.
Notwithstanding the foregoing, NIL and its Affiliates make no representations that the PSUs provided under this Performance Stock Unit Grant are exempt from or compliant with Section 409A or Section 457A and in no event shall NIL or any Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A or Section 457A.