exv10w2






Exhibit 10.2



Amendment to Nonqualified Stock Option Agreements

(Non-Continuing Directors)



     The undersigned person (the “Optionee”) and Basic Energy Services, Inc., a Delaware
corporation (formerly named BES Holding Co.) (the “Company”), hereby agree as follows effective as
of May 28, 2008:


     WHEREAS, the undersigned Optionee and the Company are parties to one or more Nonqualified
Stock Option Agreements or other option grant agreements (the “Option Agreements”), which provide
among other things certain provisions relating to a Change of Control as defined in the Company’s
Third Amended and Restated 2003 Incentive Plan (the “Plan”); and


     WHEREAS, the Company has entered into that certain Agreement and Plan of Merger (the “Merger
Agreement”) dated April 20, 2008, by and among the Company, Grey Wolf, Inc. a Texas corporation
(“Grey Wolf”), and Horsepower Holdings, Inc., a Delaware corporation owned equally by the Company
and Grey Wolf (“Holdings”), pursuant to which the Company and Grey Wolf will merge with and into
Holdings, with Holdings continuing as the surviving corporation in each merger (such transactions
being referred to as the “Mergers”); and


     WHEREAS, in connection with, and assuming the consummation of, the Mergers, the Optionee will
not continue to serve as a member of the board of directors of Holdings (a “Non-Continuing
Director”); and


     WHEREAS, Section 5.17 of the Merger Agreement provides, and the Compensation Committee of the
board of directors of the Company further determined on April 20, 2008, that the consummation of
the Mergers will constitute a “Change in Control” or “Change of Control” of the Company under
awards granted under the Plan; and


     WHEREAS, Section 8(d) of the Option Agreements provides for the expiration of Options
following certain events of termination from the board of directors of the Company; and


     WHEREAS, in connection with the Mergers, the Optionee has entered into a Lock-Up Agreement
(the “Lock-Up Agreement”) whereby the Optionee has agreed not to dispose of shares of Holdings
received in connection with the Mergers for a period beginning on the Closing Date (as defined in
the Merger Agreement) and ending 60 days after the Closing Date; and


     WHEREAS, in light of, and as partial consideration for, the Optionee entering into the Lock-Up
Agreement, the Company and the Optionee each desire to amend each of the Option Agreements for the
purpose of extending the expiration dates set forth in Section 8(d) of the Option Agreements.


 








 





     NOW, THEREFORE, the undersigned parties hereby agree as follows:



     1. Section 8(d) of each of the Optionee’s Option Agreements, which currently provides:




     “Other Involuntary Termination or Voluntary Termination. If Optionee’s Board
membership is terminated for any reason other than for Cause, voluntary termination,
resignation after a one-year term, death or Disability, then (i) the non-vested portion of
the Option shall immediately expire on the termination date and (ii) the vested portion of
the Option shall expire to the extent not exercised within 90 calendar days after such
termination date. In no event may the Option be exercised by anyone after the earlier of
(i) the expiration of the Option Period or (ii) 90 calendar days after the termination of
Board membership date.”


shall be, and hereby is, amended in its entirety as follows:





     Other Involuntary Termination or Voluntary Termination. If Optionee’s Board
membership is terminated for any reason other than for Cause, voluntary termination,
resignation after a one-year term, death or Disability, then (i) the non-vested portion of
the Option shall immediately expire on the termination date and (ii) the vested portion of
the Option shall expire to the extent not exercised within the later of (a) 90 calendar days
after such termination date and (b) 150 calendar days after the Closing Date (as defined in
the Agreement and Plan of Merger (as such agreement may be amended, the “Merger Agreement”)
dated April 20, 2008, by and among the Company, Grey Wolf, Inc. a Texas corporation and
Horsepower Holdings, Inc., a Delaware corporation). In no event may the Option be exercised
by anyone after the earlier of (i) the expiration of the Option Period or (ii) the later of
(a) 90 calendar days after the termination of Board membership date and (b) 150 calendar
days after the Closing Date (as defined in the Merger Agreement).



[Signature Page Follows.]




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     In witness whereof, the undersigned parties have executed this Amendment effective as of the
date first set forth above.


	 	 	 	 	 	 	 
	OPTIONEE	 	 	BASIC ENERGY SERVICES, INC.
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 
	 	 	 	 	 
	Name: 	 	 	 	Name:	 	 
	 	 	 	 	 	 
	 	 	 	 	Title: