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Exhibit 10.8(b)

RESTRICTED STOCK AGREEMENT

        This Restricted Stock Grant ("Grant") is effective the                  day of                       ,          between Nabors Industries, Inc. ("NII"), acting on behalf of Nabors Industries Ltd. ("NIL") and at the request of               , a subsidiary of NIL (the "Subsidiary") (collectively the "Company"), and [insert employee's name]                ("Grantee"), an employee of Subsidiary,

        Upon the Date of Grant, the fair market value of a common share of NIL, par value $0.001 per share ("Common Share"), was               .


RECITALS

        Under the Nabors Industries Ltd. 2013 Stock Plan ("Plan"), the Compensation Committee of the Board of Directors (the "Committee") has determined the form of this Grant and selected the Grantee, an Eligible Person, to receive this Grant and the Common Shares that are subject hereto. The applicable terms of the Plan are incorporated in this Grant by reference, including the definition of terms contained in the Plan.


RESTRICTED STOCK GRANT

        In accordance with the terms of the Plan, the Committee has made this Grant and concurrently issued or transferred to the Grantee Common Shares upon the following terms and conditions:

        SECTION 1.    Number of Shares.    The number of Common Shares awarded under this Grant is               .

        SECTION 2.    Rights of the Grantee as Shareholder.    The Grantee, as the owner of the Common Shares issued or transferred pursuant to this Grant, is entitled to all the rights of a shareholder of NIL, including the right to vote, the right to receive dividends payable either in stock or in cash, and the right to receive shares in any recapitalization of the Company, subject, however, to the restrictions stated in this Grant. If the Grantee receives any additional shares by reason of being the holder of the Common Shares issued or transferred under this Grant, all of the additional shares shall be subject to the provisions of this Grant. Initially, the Common Shares will be held in an account maintained with the processor under the Plan (the "Account"). If requested, NIL may provide the Grantee with a certificate for the shares, which would bear a legend as described in Section 6.

        SECTION 3.    Restriction Period.    The period of restriction ("Restriction Period") for the Common Shares issued under this Grant shall commence on the Date of Grant and shall expire in four equal annual installments beginning on the first calendar year anniversary hereof, i .e., the award will vest 25% per year). In addition, the Restriction Period shall expire earlier as to all Common Shares issued under this Grant upon the earlier of (i) the date of death of the Grantee, or (ii) the date of qualifying disability of the Grantee.

        SECTION 4.    Terms and Conditions.    The Grant is subject to the following terms and conditions:



        SECTION 5.    Lapse of Restrictions.    At the end of the Restriction Period, if the condition specified in Section 4.a has been satisfied during the Restriction Period, all restrictions shall terminate on the related shares, and the Grantee shall be entitled to transfer the shares from the Account or receive certificates without the legend prescribed in Section 6. However, in the event of an attempted violation of the condition specified in Section 4.b, NIL shall be entitled to delay transfers or withhold delivery of any of the certificates if, and for so long as, in the judgment of NIL's counsel, NIL would incur a risk of liability to any party to whom such shares were purported to be sold, transferred, pledged or otherwise disposed.

        SECTION 6.    Legend on Certificates.    Any certificate evidencing ownership of shares of Common Stock issued or transferred pursuant to this Grant that is delivered during the Restriction Period shall bear the following legend on the back side of the certificate:

        At the discretion of NIL, NIL may hold the Common Shares issued or transferred pursuant to this Grant in an Account as described in Section 2, otherwise hold them in escrow during the Restriction Period, or issue a certificate to the Grantee bearing the legend set forth above.

        SECTION 7.    Specific Performance of the Grantee's Covenants.    By accepting this Grant and the issuance and delivery of the Common Shares pursuant to this Grant, the Grantee acknowledges that NIL does not have an adequate remedy in damages for the breach by the Grantee of the conditions and covenants set forth in this Grant and agrees that NIL is entitled to and may obtain an order or a decree of specific performance against the Grantee issued by any court having jurisdiction.

        SECTION 8.    Employment with NIL.    Nothing in this Grant or in the Plan shall confer upon the Grantee the right to continued employment with NIL or any of its subsidiaries.

        SECTION 9.    Section 83(b) Election.    If the Grantee makes an election pursuant to Section 83(b) of the Intern al Revenue Code, the Grantee shall promptly (but in no event after 30 days from grant) file a copy of such election with NIL, and cash payment for taxes shall be made at the time of such election.


        SECTION 10.    Withholding Tax.    Before NIL removes restrictions on the transfer or delivers a certificate for Common Shares issued or transferred pursuant to this Grant that bears no legend or otherwise delivering shares free from restriction, the Grantee shall be required to pay to NIL (or to the Subsidiary, if so designated by NIL or NII) the amount of federal, state or local taxes, if any, required by law to be withheld ("Withholding Obligation "). Subject to any subsequent Committee determination, NIL will withhold the number of shares required to satisfy any Withholding Obligation, and provide to Grantee a net balance of shares ("Net Shares") unless NIL receives notice not less than 5 days before any Withholding Obligation arises that Grantee intends to deliver funds necessary to satisfy the Withholding Obligation in such manner as NIL may establish or permit. Notwithstanding any such notice, if Grantee has not delivered funds within 15 days after the Withholding Obligation arises, NIL may elect to deliver Net Shares. By accepting this Grant, Grantee agrees that NIL or any of its affiliates may withhold (at its option) cash for the amount of any withholding required with respect to fractional shares.

        SECTION 11.    Notices and Payments.    Any notice to be given by the Grantee under this Grant shall be in writing and shall be deemed to have been given only upon receipt by the Stock Plan Administrator of Nabors Corporate Services, Inc. at the offices of Nabors Corporate Services, Inc. in Houston, Texas, or at such address as may be communicated in writing to the Grantee from time to time. A n y notice or communication by NIL, NIL, or the Subsidiary to the Grantee under this Grant shall be in writing and shall be deemed to have been given if sent to the Grantee's e-mail address maintained by the Company or an y of its subsidiaries, made through the employee portal maintained by the Company or any of its subsidiaries, or if mailed or delivered to the Grantee at the address listed in the records of NIL or at such address as specified in writing to NIL by the Grantee.

        SECTION 12.    Waiver.    The waiver by NIL of any provision of this Grant shall not operate as, or be construed to be, a waiver of the same or any other provision hereof at any subsequent time for any other purpose.

        SECTION 13.    Termination or Modification of Restricted Stock Grant.    This Grant sh all be irrevocable except that NIL shall have the right to revoke it at any time during the Restriction Period if it is contrary to law or modify it to bring it into compliance with any valid and mandatory law or government regulation. Upon request in writing by NIL, the Grantee will tender any certificates for amendment of the legend or for change in the number of Common Shares issued or transferred as NIL deems necessary in light of the amendment of this Grant. In the event of revocation of this Grant pursuant to the foregoing, NIL may give notice to the Grantee that the Common Shares are to be assigned, transferred and delivered to NIL as though the Grantee's employment with NIL terminated on the date of the notice.

        SECTION 14.    Governing Law & Severability.    Except as provided for below, the Plan and all rights and obligations thereunder shall be construed in accordance with and governed by the laws of the State of Delaware. If any provision of this Agreement should be held invalid, the remainder of this Agreement shall be enforced to the greatest extent permitted by applicable law, it being the intent of the parties that invalid or unenforceable provisions are severable. The parties further intend that the post-employment restrictions set forth in Section 4(d) hereof shall be construed in accordance with and governed by the laws of the State of Texas.

        SECTION 15.    Entire Agreement.    This Agreement, together with the Plan, contains the entire agreement between the parties with respect to the subject matter and supersedes any and all prior understandings, agreements or correspondence between the parties.

        SECTION 16.    Dispute.    Any dispute, controversy or claim arising out of, or relating to, this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration before a single arbitrator in accordance with the rules of the American Arbitration Association. The place of arbitration shall be at Houston, Texas. Nothing herein shall preclude either party from seeking injunctive relief or other provisional remedy in case of any breach hereof, including without limitation injunctive relief or other provisional remedy to compel arbitration or otherwise aid said arbitration. The losing party shall bear all the costs of any proceeding including reasonable attorney's fees.


        SECTION 17.    Place of Performance; Venue.    The place of performance for this Agreement is and shall be Harris County, Texas; and venue for any action to enforce any term of this Agreement by injunctive relief or other provisional remedy (as provided for by Section 16, above) shall lie in Harris County, Texas.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

  NABORS INDUSTRIES, INC.

 

By:

 

 


 

GRANTEE

 

 


«NAME»



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RESTRICTED STOCK AGREEMENT
RECITALS
RESTRICTED STOCK GRANT