exv10w14



 





Exhibit 10.14





NONSTATUTORY STOCK OPTION AGREEMENT



     
AGREEMENT made as of
the                     day
of                     ,
between COMPLETE PRODUCTION SERVICES, INC., a Delaware
corporation (the “Company”),
and                     (“Director”).



     
To carry out the purposes of the AMENDED AND RESTATED
COMPLETE PRODUCTION SERVICES, INC. 2001 STOCK INCENTIVE PLAN
(the “Plan”), by affording Director the
opportunity to purchase shares of the common stock of the
Company, par value $0.01 per share (“Stock”), and
in consideration of the mutual agreements and other matters set
forth herein and in the Plan, the Company and Director hereby
agree as follows:






		
	 	     
    1) Grant of Option. The Company hereby
    irrevocably grants to Director the right and option
    (“Option”) to purchase all or any part of an aggregate
    of                      shares
    of Stock on the terms and conditions set forth herein and in the
    Plan, which Plan is incorporated herein by reference as a part
    of this Agreement. In the event of any conflict between the
    terms of this Agreement and the Plan, the Plan shall control.
    Capitalized terms used but not defined in this Agreement shall
    have the meaning attributed to such terms under the Plan, unless
    the context requires otherwise. Exercise of this Option is
    subject to, and contingent upon, approval of the Plan by the
    stockholders of the Company on or before 12 months after
    the date the Plan was adopted by the Board of Directors of the
    Company. This Option shall not be treated as an incentive stock
    option within the meaning of section 422(b) of the Code.
	 
	 	     
    2) Purchase Price. The purchase price of
    Stock purchased pursuant to the exercise of this Option shall
    be                     per
    share.
	 
	 	     
    3) Exercise of Option. Subject to the earlier
    expiration of this Option as herein provided, this Option may be
    exercised, by written notice to the Company at its principal
    executive office addressed to the attention of its Corporate
    Secretary (or such other officer or Director of the Company as
    the Company may designate from time to time), at any time and
    from time to time after the date of grant hereof, but, except as
    otherwise provided below, this Option shall not be exercisable
    for more than a percentage of the aggregate number of shares
    offered by this Option determined in accordance with the
    following schedule:




Number of Full Years From the




Date of Grant




	 	 	 	 	 
	
    
    Less than 1 year

    	 	 	0	%
	
    
    1 year but less than 2 years

    	 	 	25	%
	
    
    2 years but less than 3 years

    	 	 	50	%
	
    
    3 years but less than 4 years

    	 	 	75	%
	
    
    4 years or more

    	 	 	100	%







		
	 	     
    This Option may be exercised only while Director remains an
    Director of the Company and will terminate and cease to be
    exercisable upon Director’s termination of service as a
    Director with the Company, except that:






		
	 	     
    1. If Director’s service with the Company terminates
    by reason of disability (within the meaning of
    section 22(e)(3) of the Code), this Option may be exercised
    by Director (or Director’s estate or the person who
    acquires this Option by will or the laws of descent and
    distribution or otherwise by reason of the death of Director) at
    any time during the period of one year following such
    termination, but only as to the number of shares Director was
    entitled to purchase hereunder as of the date Director’s
    service so terminates.
	 
	 	     
    2. If Director dies while in the service of the Company,
    Director’s estate, or the person who acquires this Option
    by will or the laws of descent and distribution or otherwise by
    reason of the death of Director, may exercise this Option at any
    time during the period of one year following











 


		
	 	
    the date of Director’s death, but only as to the
    number of shares Director was entitled to purchase hereunder as
    of the date of Director’s death.
	 
	 	     
    3. If Director’s service with the Company terminates
    for any reason other than as described in (a) or
    (b) above, unless Director voluntarily terminates such
    service or such service is terminated for cause, this Option may
    be exercised by Director at any time during the period of three
    months following such termination, or by Director’s estate
    (or the person who acquires this Option by will or the laws of
    descent and distribution or otherwise by reason of the death of
    Director) during a period of one year following Director’s
    death if Director dies during such three month period, but in
    each case only as to the number of shares Director was entitled
    to purchase hereunder as of the date Director’s service so
    terminates. The Committee may, in its sole discretion, advise
    Director in writing, prior to a voluntary termination of
    Director’s service, that such termination will be treated
    for purposes of this paragraph as an involuntary termination for
    a reason other than cause. As used in this paragraph, the term
    “cause” shall mean Director (i) has been
    convicted of a misdemeanor involving moral turpitude or of a
    felony, (ii) has engaged in gross negligence or willful
    misconduct in the performance of the duties of Director’s
    service, (iii) has willfully disregarded any written
    corporate policies established by the Company, or (iv) has
    materially breached any material provision of any written
    agreement between Director and the Company or any of its
    Affiliates.







		
	 	
    This Option shall not be exercisable in any event after the
    expiration of ten years from the date of grant hereof. The
    purchase price of shares as to which this Option is exercised
    shall be paid in full at the time of exercise (a) in cash
    (including check, bank draft or money order payable to the order
    of the Company), (b) if the Committee so agrees, by
    delivering or constructively tendering to the Company shares of
    Stock having a Fair Market Value equal to the purchase price
    (provided such shares used for this purpose must have been held
    by Director for such minimum period of time as may be
    established from time to time by the Committee), (c) if the
    Stock is readily tradable on a national securities market,
    through a “cashless-broker” exercise in accordance
    with a Company established policy or program for the same, or
    (d) any combination of the foregoing. No fraction of a
    share of Stock shall be issued by the Company upon exercise of
    an Option or accepted by the Company in payment of the exercise
    price thereof; rather, Director shall provide a cash payment for
    such amount as is necessary to effect the issuance and
    acceptance of only whole shares of Stock. Unless and until a
    certificate or certificates representing such shares shall have
    been issued by the Company to Director, Director (or the person
    permitted to exercise this Option in the event of
    Director’s death) shall not be or have any of the rights or
    privileges of a shareholder of the Company with respect to
    shares acquirable upon an exercise of this Option.






		
	 	     
    4) Withholding of Tax. To the extent that the
    exercise of this Option or the disposition of shares of Stock
    acquired by exercise of this Option results in compensation
    income or wages to Director for federal, foreign, provincial,
    state or local tax purposes, Director shall deliver to the
    Company at the time of such exercise or disposition such amount
    of money or shares of Stock as the Company may require to meet
    its minimum obligation under applicable tax laws or regulations.
    No exercise of this option shall be effective until Director (or
    the person entitled to exercise this Option, as applicable) has
    made arrangements approved by the Company to satisfy all
    applicable minimum tax withholding requirements of the Company.
	 
	 	     
    5) Shareholders Agreement. Shares of Stock
    purchased pursuant to the exercise of this Option shall be
    subject to the terms of that certain Shareholders Agreement
    dated as of September 20, 2002, among the Company and
    certain of its stockholders, as the same may be amended or
    restated from time to time (the “Shareholders
    Agreement”). Director agrees that Director and
    Director’s spouse, if any, will, on the first date of
    exercise of this Option, execute and deliver to the Company such
    documents and instruments as the Board, in its discretion, may
    require to evidence such persons’ agreement to be bound by
    the terms of the Shareholders Agreement.



2







 






		
	 	     
    6) Lock-up
    Provision. Director hereby agrees that in the event of
    any underwritten public offering of stock, including an initial
    public offering of stock, made by the Company pursuant to an
    effective registration statement filed under the Securities Act
    of 1933, as amended (the “Securities Act”), Director
    shall not offer, sell, contract to sell, pledge, hypothecate,
    grant any option to purchase or make any short sale of, or
    otherwise dispose of any shares of stock of the Company or any
    rights to acquire stock of the Company for such period of time
    from and after the effective date of such registration statement
    as may be established by the underwriter for such public
    offering; provided, however, that such period of
    time shall not exceed 180 days from the effective date of
    the registration statement to be filed in connection with such
    public offering. The foregoing limitation shall not apply to
    shares registered in the public offering under the Securities
    Act.
	 
	 	     
    7) Status of Stock. Director understands that
    at the time of the execution of this Agreement the shares of
    Stock to be issued upon exercise of this Option have not been
    registered under the Securities Act of 1933, as amended (the
    “Act”), or any state securities law, and that the
    Company does not currently intend to effect any such
    registration. Until the shares of Stock acquirable upon the
    exercise of the Option have been registered for issuance under
    the Act, the Company will not issue such shares unless the
    holder of the Option provides the Company with a written opinion
    of legal counsel, who shall be satisfactory to the Company,
    addressed to the Company and satisfactory in form and substance
    to the Company’s counsel, to the effect that the proposed
    issuance of such shares to such Option holder may be made
    without registration under the Act. In the event exemption from
    registration under the Act is available upon an exercise of this
    Option, Director (or the person permitted to exercise this
    Option in the event of Director’s death or incapacity), if
    requested by the Company to do so, will execute and deliver to
    the Company in writing an agreement containing such provisions
    as the Company may require to assure compliance with applicable
    securities laws.
	 
	 	     
    Director agrees that the shares of Stock which Director may
    acquire by exercising this Option shall be acquired for
    investment without a view to distribution, within the meaning of
    the Act, and shall not be sold, transferred, assigned, pledged
    or hypothecated in the absence of an effective registration
    statement for the shares under the Act and applicable state
    securities laws or an applicable exemption from the registration
    requirements of the Act and any applicable state securities
    laws. Director also agrees that the shares of Stock which
    Director may acquire by exercising this Option will not be sold
    or otherwise disposed of in any manner which would constitute a
    violation of any applicable federal or state securities laws.
	 
	 	     
    In addition, Director agrees that (i) that the certificates
    representing the shares of Stock purchased under this Option may
    bear such legend or legends as the Committee deems appropriate
    in order to assure compliance with the terms and provisions of
    the Shareholders Agreement, Paragraph 7, and applicable
    securities laws, (ii) the Company may refuse to register
    the transfer of the shares of Stock purchased under this Option
    on the stock transfer records of the Company if such proposed
    transfer would in the opinion of counsel satisfactory to the
    Company constitute a violation of the terms and provisions of
    the Shareholders Agreement, Paragraph 7, or any applicable
    securities law, and (iii) the Company may give related
    instructions to its transfer agent, if any, to stop registration
    of the transfer of the shares of Stock purchased under this
    Option.
	 
	 	     
    8) Service Relationship. For purposes of this
    Agreement, Director shall be considered to be in the service of
    the Company as long as Director remains an Director of either
    the Company, an Affiliate, or a corporation or a parent or
    subsidiary of such corporation assuming or substituting a new
    option for this Option. Without limiting the scope of the
    preceding sentence, it is expressly provided that Director shall
    be considered to have terminated service with the Company at the
    time of the termination of the “Affiliate” status
    under the Plan of the entity or other organization that employs
    Director. Any question as to whether and when there has been a
    termination of such service, and the cause of such termination,
    shall be determined by the Committee and its determination shall
    be final.
	 
	 	     
    9) Binding Effect. This Agreement shall be
    binding upon and inure to the benefit of any successors to the
    Company and all persons lawfully claiming under Director.



3







 






		
	 	     
    10) Entire Agreement. This Agreement
    constitutes the entire agreement of the parties with regard to
    the subject matter hereof, and contains all the covenants,
    promises, representations, warranties and agreements between the
    parties with respect to the Option granted hereby. Without
    limiting the scope of the preceding sentence, all prior
    understandings and agreements, if any, among the parties hereto
    relating to the subject matter hereof are hereby null and void
    and of no further force and effect. Any modification of this
    Agreement shall be effective only if it is in writing and signed
    by both Director and an authorized officer of the Company.
	 
	 	     
    11) Governing Law. This Agreement shall be
    governed by, and construed in accordance with, the laws of the
    State of Delaware, without regard to conflicts of laws
    principles thereof.



     
IN WITNESS WHEREOF, the Company has caused this Agreement
to be duly executed by its officer thereunto duly authorized,
and Director has executed this Agreement, all as of the day and
year first above written.







			
	 	COMPLETE PRODUCTION SERVICES	 
	 
	 
	 	By: 	 
	 	 	 

	 	Name: 	 
	 	 	 

	 	Title: 	 
	 	 	 

	 
	 
	 	Director: 	 
	 	 	 

	 	Name: 	 
	 	 	 








4