ex10_1.htm


    
      

    

    EXHIBIT
      10.1

     

    2007
      Boots & Coots

    Annual
      Performance Incentive Plan

    Rules
      & Guidelines

     

     

    To
      most
      effectively and consistently administer the Annual Performance Incentive Plan
      (APIP), these rules and guidelines are provided.

    


    A.            
      Plan
      Effective Dates:

    


    The
      APIP is initiated for the business operating
      period:

    


    
      	
              ·

            	
              January
                1, 2007 through December 31,
                2007

            


    

    


    B.           
      Plan
      Administration:

    


    1.            
      Subject to the advice and consent of the Compensation Committee of the Board
      of
      Directors, the Executive Team of Boots & Coots establishes guidelines,
      procedures and practices for the administration of the
APIP.   The Executive Team is comprised of the
      Chief Executive Officer/President, Chief Financial Officer and Executive Vice
      President(s).

    


    2.            
      The Chief Financial Officer of Boots & Coots shall be the “Plan
      Administrator”.  The Plan Administrator shall have the exclusive right
      to interpret the provisions of this policy and his/her decision shall be
      conclusive and binding.

    


    C.            
      Employee
      Eligibility / Participation Levels:

    


    1.            
      The Executive Team, subject to approval by the Compensation Committee,
      designates employee eligibility to participate in the APIP
      based upon job position and the ability of employees in that position to impact
      performance.  Therefore, some job positions are not eligible for
      participation in the APIP.

    


    2.            
      The Executive Team, subject to the approval of the Compensation Committee,
      designates the Participation Level for each eligible job position based upon
      the
      job position and the magnitude of impact that the position can have on
      performance.

    


    3.            
      Your actual APIP payment will reflect the success in achieving these
      targets.  A Threshold (minimum) performance must be achieved before
      there is any APIP payout.  The Goal represents 100% of your APIP
      performance objective as well as your targeted payout.  The Stretch
      Goal (120% of EBITDA) performance target achieved is the performance level
      at
      which incentive compensation may be maximized.  Actual results between
      the established Threshold, Goal and Stretch Goal performance levels are awarded
      proportionate incentive compensation results.  The Eligibility
      Attachment lists the Job Positions and Participation Levels,
      respectively.  See Below.

    


    4.            
      The APIP will be reviewed annually for effectiveness in achieving performance
      targets.  Each year, your manager will inform you of your
      participation, performance targets, and your incentive compensation
      opportunity.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.            
      Employees will not discuss or compare Participation Levels with other
      employees.

    


    6.            
      Eligible employees are those who are on the regular payroll, in a Designated
      Job
      Position effective January 1, 2007.  See Exceptions and
      Limitations below.

     

    D.           
      Purpose:

    


    The
      Boots
& Coots Executive Team and Board of Directors have initiated an
Annual Performance Incentive Plan (APIP) for
      2007 designed to achieve the following:

    


    1.            
      Establish Annual EBITDA (PERFORMANCE) Goals which meet or
      exceed the adopted business plan ( Threshold /Goals / Stretch Goals
      )

    


    2.            
      Track and monitor quarterly performance and adjust business operations as needed
      to meet or exceed expected Goals / Stretch Goals.

    


    3.            
      Recognize and reward achievement, both individually and by group.

     

    E.            
      Scope:

    


    1.            
      Threshold, Goals and Stretch Goals are based upon Earnings
Before Interest, Taxes,
      Depreciation and Amortization (as defined in the Company’s
      public filings and inclusive of APIP payments).

    


    2.            
      Successful goal achievement requires effective management and control of
      variables as Revenue, Direct Cost of Goods or Services, Operating Costs and
      Expense that directly impact EBITDA.

    


    3.            
      The APIP is provided to employees who are expected to have a
      significant, direct impact and influence on company profitability
      (Performance).

     

    F.            
      Plan
      Design:

    


    1.            
      The Compensation Committee may conduct a review of profitability goals against
      actual performance.  Consequently, changes in business operations that
      could impact APIP payout may be initiated based on the results of quarterly
      review process, acquisitions, substantial expansions through capital
      expenditures and other substantial changes in the
      business.

    


    2.             
      The Compensation Committee will complete a review of actual financial
      performance against profitability goals including threshold and stretch goals
      at
      the end of the plan year.  This review will be based upon the company
      year-end audited financial statements.

    


    3.            
      Based upon the Year End Compensation Committee Review, APIP
      awards will be calculated and paid out as a percentage of each participant’s
      base earnings during the award period. If threshold goals are exceeded or target
      goals or stretch goals are attained, participants will be issued an
APIP award check as soon as feasible, based upon the completion
      of the audited financial statements for 2007.  It is expected that the
APIP award will be paid in April 2008.  See
Exceptions and Limitations below.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    G.            Exceptions
      and Limitations:

    


    1.            
      Eligible new hires with more than three (3) months of service as a participant
      may receive a prorated payment.

    


    2.            
      A job position may be proposed for addition to the Designated Job Position
      List
      after January 31, 2007.  However, the Executive Team, subject to
      approval by the Compensation Committee, must review and approve adding the
      position to the list.  Employees in the newly approved position are
      eligible to participate in the APIP on a prorated basis
      beginning on the first day of the month after the new position is added.
APIP awards will be made on the prorated basis
      only.

    


    3.            
      If an employee terminates employment prior to the end of the
APIP plan year, no award will be made regardless for the reason
      for termination.

    


    4.            
      If an employee terminates employment after the end of the APIP
      plan year but prior to the APIP award, the following options
      apply:

    


    a.       If
      an employee is terminated due to restructuring, reorganization or position
      elimination base upon company business requirements, the employee is eligible
      to
      receive whatever APIP award amount is granted.

    


    b.       If
      an employee is terminated for cause or gross misconduct, the employee is NOT
      eligible to receive any APIP award.

    


    c.       If
      an employee voluntarily terminates his employment, the employee is eligible
      to
      receive the APIP award.

    


    H.             Changing
      or Ending the Policy:

    


    1.            
      The Compensation Committee reserves the right to review and address any unusual
      circumstances or conditions that may arise outside the scope of APIP
      Rules & Guidelines.

    


    2.            
      The Company reserves the right to change or end the APIP at any
      time.