**Exhibit 10.2****INDEMNIFICATION AGREEMENT**     THIS AGREEMENT is effective between Superior Well Services, Inc., a Delaware corporation (the“***Corporation***”), and the undersigned director or officer of the Corporation (“***Indemnitee***”).     **WHEREAS**, the Corporation has adopted Amended and Restated Bylaws (as the same may be amendedfrom time to time, the “***Bylaws***”) providing for indemnification of the Corporation’s directors andofficers to the maximum extent authorized by the Delaware General Corporation Law (the “***DGCL***”); and     **WHEREAS**, the Bylaws and the DGCL contemplate that contracts and insurance policies may beentered into with respect to indemnification of directors and officers; and     **WHEREAS**, there are questions concerning the adequacy and reliability of the protection whichmight be afforded to directors and officers from acquisition of policies of Directors and OfficersLiability Insurance (“***D&O Insurance***”), covering certain liabilities which might be incurred bydirectors and officers in the performance of their services to the Corporation; and     **WHEREAS**, it is reasonable, prudent and necessary for the Corporation to obligate itselfcontractually to indemnify Indemnitee so that he will serve or continue to serve the Corporationfree from undue concern that he will not be adequately protected; and     **WHEREAS**, Indemnitee is willing to serve, continue to serve and to take on additional servicefor or on behalf of the Corporation on condition that he be so indemnified;     **NOW**, **THEREFORE**, in consideration of the premises and the covenants contained herein, theCorporation and Indemnitee do hereby covenant and agree as follows:     1. **Definitions**. As used in this Agreement:          (a) The term “Proceeding” shall include any threatened, pending or completed action, suit,inquiry or proceeding, whether brought by or in the right of the Corporation or otherwise andwhether of a civil, criminal, administrative, arbitrative or investigative nature, in whichIndemnitee is or will be involved as a party, as a witness or otherwise, by reason of the fact thatIndemnitee is or was a director or officer of the Corporation, by reason of any action taken by himor of any inaction on his part while acting as a director or officer or by reason of the fact thathe is or was serving at the request of the Corporation as a director, officer, trustee, employee oragent of another corporation, partnership, joint venture, trust, limited liability company or otherenterprise; in each case whether or not he is acting or serving in any such capacity at the timeany liability or expense is incurred for which indemnification or reimbursement can be providedunder this Agreement; provided that any such action, suit or proceeding that is brought byIndemnitee against the Corporation or directors or officers of the Corporation, other than anaction brought by Indemnitee to enforce his rights under this Agreement, shall not be deemed aProceeding without prior approval by a majority of the Board of Directors of the Corporation.
 

 
          (b) The term “Expenses” shall include, without limitation, any judgments, fines and penaltiesagainst Indemnitee in connection with a Proceeding; amounts paid by Indemnitee in settlement of aProceeding; and all attorneys’ fees and disbursements, accountants’ fees, private investigationfees and disbursements, retainers, court costs, transcript costs, fees of experts, fees andexpenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephonecharges, postage, delivery service fees, and all other disbursements, or expenses, reasonablyincurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute ordefend, investigating, being or preparing to be a witness in a Proceeding or establishingIndemnitee’s right of entitlement to indemnification for any of the foregoing.          (c) References to Indemnitee’s being or acting as “a director or officer of the Corporation”or “serving at the request of the Corporation as a director, officer, trustee, employee or agent ofanother corporation, partnership, joint venture, trust, limited liability company or otherenterprise” shall include in each case service to or actions taken while a director, officer,trustee, employee or agent of any subsidiary or predecessor of the Corporation.          (d) References to “other enterprise” shall include employee benefit plans; references to“fines” shall include any excise tax assessed with respect to any employee benefit plan; referencesto “serving at the request of the Corporation” shall include any service as a director, officer,employee or agent of the Corporation which imposes duties on, or involves services by, suchdirector, officer, trustee, employee or agent with respect to an employee benefit plan, itsparticipants or beneficiaries; and a person who acted in good faith and in a manner he reasonablybelieved to be in the interests of the participants and beneficiaries of an employee benefit planshall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” asreferred to in this Agreement.          (e) The term “substantiating documentation” shall mean copies of bills or invoices for costsincurred by or for Indemnitee, or copies of court or agency orders or decrees or settlementagreements, as the case may be, accompanied by a sworn statement from Indemnitee that such bills,invoices, court or agency orders or decrees or settlement agreements, represent costs orliabilities meeting the definition of “Expenses” herein.          (f) The terms “he” and “his” have been used for convenience and mean “she” and “her” ifIndemnitee is a female.     2. **Indemnity of Director or Officer**. The Corporation hereby agrees to hold harmless andindemnify Indemnitee against Expenses to the fullest extent authorized or permitted by law(including the applicable provisions of the DGCL). The phrase “to the fullest extent permitted bylaw” shall include, but not be limited to (a) to the fullest extent permitted by any provision ofthe DGCL that authorizes or permits additional indemnification by agreement, or the correspondingprovision of any amendment to or replacement of the DGCL and (b) to the fullest extent authorizedor permitted by any amendments to or replacements of the DGCL adopted after the date of thisAgreement that increase the extent to which a corporation may indemnify its officers and directors.Any amendment, alteration or repeal of the DGCL that adversely affects any right of Indemniteeshall be prospective only and shall not limit or eliminate any such right with respect to anyProceeding involving any occurrence or alleged occurrence of any action or omission to act that took placeprior to such amendment or repeal.
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     3. **Additional Indemnity**. The Corporation hereby further agrees to hold harmless andindemnify Indemnitee against Expenses incurred by reason of the fact that Indemnitee is or was adirector, officer, employee or agent of the Corporation, or is or was serving at the request of theCorporation as a director, officer, trustee, employee or agent of another corporation, partnership,joint venture, trust, limited liability company or other enterprise, including, without limitation,any predecessor, subsidiary or affiliated entity of the Corporation, but only if Indemnitee actedin good faith and in a manner he reasonably believed to be in, or not opposed to, the bestinterests of the Corporation. Additionally, in the case of a criminal proceeding, Indemnitee musthave had no reasonable cause to believe that his conduct was unlawful. The termination of anyProceeding by judgment, order of the court, settlement, conviction or upon a plea of nolocontendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did notact in good faith and in a manner which he reasonably believed to be in, or not opposed to, thebest interest of the Corporation, and with respect to any criminal Proceeding, that Indemnitee hadreasonable cause to believe that his conduct was unlawful.     4. **Choice of Counsel**. If Indemnitee is not an officer of the Corporation, he, togetherwith the other directors who are not officers of the Corporation (the “***Outside Directors***”), shallbe entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate fromthat chosen by Indemnitees who are officers of the Corporation. The principal counsel for OutsideDirectors (“***Principal Counsel***”) shall be determined by majority vote of the Outside Directors, andthe Principal Counsel for the Indemnitees who are not Outside Directors (“***Separate Counsel***”) shallbe determined by majority vote of such Indemnitees, in each case subject to the consent of theCorporation (not to be unreasonably withheld or delayed). The obligation of the Corporation toreimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to thefees and disbursements of any counsel employed by Indemnitee other than Principal Counsel orSeparate Counsel, as the case may be, unless Indemnitee has interests that are different from thoseof the other Indemnitees or defenses available to him that are in addition to or different fromthose of the other Indemnitees such that Principal Counsel or Separate Counsel, as the case may be,would have an actual or potential conflict of interest in representing Indemnitee.     5. **Advances of Expenses**. Expenses (other than judgments, penalties, fines and settlements)incurred by Indemnitee shall be paid by the Corporation, in advance of the final disposition of theProceeding, within 20 calendar days after receipt of Indemnitee’s written request accompanied bysubstantiating documentation and Indemnitee’s written affirmation that he has met the standard ofconduct for indemnification and a written undertaking to repay such amount to the extent it isultimately determined that indemnitee is not entitled to indemnification. No objections based on orinvolving the question whether such charges meet the definition of “Expenses,” including anyquestion regarding the reasonableness of such Expenses, shall be grounds for failure to advanceto such Indemnitee, or to reimburse such Indemnitee for, the amount claimed within such 20-dayperiod, and the undertaking of Indemnitee set forth in Section 7 hereof to repay any such amount tothe extent it is ultimately determined that Indemnitee is not entitled to indemnification shall bedeemed to include an undertaking to repay any such amounts determined not to have met suchdefinition.
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     6. **Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application**.Any indemnification under this Agreement, other than pursuant to Section 5 hereof, shall be made nolater than 60 days after receipt by the Corporation of the written request of Indemnitee,accompanied by substantiating documentation, unless a determination is made within said 60-dayperiod by (a) the Board of Directors by a majority vote of a quorum consisting of directors who arenot or were not parties to such Proceeding, (b) a committee of the Board of Directors designated bymajority vote of the Board of Directors, even though less than a quorum, (c) if there are no suchdirectors, or if such directors so direct, independent legal counsel in a written opinion or (d)the stockholders, that Indemnitee has not met the relevant standards for indemnification set forthin Section 3 hereof.     The right to indemnification or advances as provided by this Agreement shall be enforceable byIndemnitee in any court of competent jurisdiction. The burden of proving that indemnification isnot appropriate shall be on the Corporation. Neither the failure of the Corporation (including itsBoard of Directors, any committee thereof, independent legal counsel or its stockholders) to havemade a determination prior to the commencement of such action that indemnification is proper in thecircumstances because Indemnitee has met the applicable standards of conduct, nor an actualdetermination by the Corporation (including its Board of Directors, any committee thereof,independent legal counsel or its stockholders) that Indemnitee has not met such applicable standardof conduct, shall be a defense to the action or create a presumption that Indemnitee has not metthe applicable standard of conduct.     7. **Undertaking by Indemnitee**. Indemnitee hereby undertakes to repay to the Corporation (a)any advances of Expenses pursuant to Section 5 hereof and (b) any judgments, penalties, fines andsettlements paid to or on behalf of Indemnitee hereunder, in each case to the extent that it isultimately determined that Indemnitee is not entitled to indemnification. As a condition to theadvancement of such Expenses or the payment of such judgments, penalties, fines and settlements,Indemnitee shall, at the request of the Company, execute an acknowledgment that such Expenses orsuch judgments, penalties, fines and settlements, as the case may be, are delivered pursuant andare subject to the provisions of this Agreement.     8. **Indemnification Hereunder Not Exclusive**. The indemnification and advancement ofexpenses provided by this Agreement shall not be deemed exclusive of any other rights to whichIndemnitee may be entitled under the Company’s Amended and Restated Certificate of Incorporation(as the same may be amended from time to time), the Bylaws, the DGCL, any D&O Insurance, anyagreement, or otherwise, both as to action in his official capacity and as to action in anothercapacity while holding such office; provided, however, that this Agreement supersedes all priorwritten indemnification agreements between the Corporation (or any predecessor thereof) and Indemnitee withrespect to the subject matter hereof. However, Indemnitee shall reimburse the Corporation for amountspaid to him pursuant to such other rights to the extent such payments duplicate any payments received pursuantto this Agreement.     9. **Continuation of Indemnity**. All agreements and obligations of the Corporation containedherein shall continue during the period Indemnitee is a director or officer of the Corporation (oris or was serving at the request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust, limited liability company or otherenterprise) and shall continue thereafter so long as Indemnitee shall be subject
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to any possible Proceeding (notwithstanding the fact that Indemnitee has ceased to serve the Corporation).     10. **Partial Indemnification**. If Indemnitee is entitled under any provision of thisAgreement to indemnification by the Corporation for a portion of Expenses, but not, however, forthe total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portionof such Expenses to which Indemnitee is entitled.     11. **Settlement of Claims**. The Corporation shall not be liable to indemnify Indemniteeunder this Agreement for any amounts paid in settlement of any Proceeding effected without theCorporation’s written consent. The Corporation shall not settle any Proceeding in any manner whichwould impose any penalty or limitation on Indemnitee without Indemnitee’s written consent.     Neither the Corporation nor Indemnitee will unreasonably withhold or delay their consent toany proposed settlement. The Corporation shall not be liable to indemnify Indemnitee under thisAgreement with regard to any judicial award if the Corporation was not given a reasonable andtimely opportunity, at its expense, to participate in the defense of such action.     12. **Acknowledgements**.          (a) *Corporation Acknowledgement*. The Corporation expressly confirms and agrees that it has enteredinto this Agreement and assumed the obligations imposed on the Corporation hereby in order toinduce Indemnitee to serve or to continue to serve as a director or officer of the Corporation, andacknowledges that Indemnitee is relying upon this Agreement in agreeing to serve or in continuingto serve as a director or officer of the Corporation.          (b) *Mutual Acknowledgment*. Both the Corporation and Indemnitee acknowledge that in certain instances, Federal law or publicpolicy may override applicable state law and prohibit the Corporation from indemnifying itsdirectors and officers under this Agreement or otherwise. For example, the Corporation andIndemnitee acknowledge that the Securities and Exchange Commission (the “***SEC***”) has taken theposition that indemnification is not permissible for liabilities arising under certain federalsecurities laws, and federal legislation prohibits indemnification for certain ERISA violations.Indemnitee understands and acknowledges that the Corporation has undertaken or may be required inthe future to undertake with the SEC to submit the question of indemnification to a court incertain circumstances for a determination of the Corporation’s right under public policy toindemnify Indemnitee.     13. **Enforcement**. In the event Indemnitee is required to bring any action or otherproceeding to enforce rights or to collect moneys due under this Agreement and is successful insuch action, the Corporation shall reimburse Indemnitee for all of Indemnitee’s Expenses inbringing and pursuing such action.     14. **Exceptions**. Any other provision herein to the contrary notwithstanding, theCorporation shall not be obligated pursuant to the terms of this Agreement:          (a) *No Entitlement to Indemnification*. To indemnify Indemnitee for any expenses incurred byIndemnitee with respect to any proceeding instituted by Indemnitee to
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enforce or interpret this Agreement, if a court of competent jurisdiction determines that Indemniteewas not entitled to indemnification hereunder;          (b) *Insured Claims*. To indemnify Indemnitee for Expenses or liabilities of any type whatsoever(including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paidin settlement) to the extent such Expenses or liabilities have been paid directly to Indemnitee byan insurance carrier under a D&O Insurance policy maintained by the Corporation;          (c) *Remuneration in Violation of Law*. To indemnify Indemnitee in respect of remuneration paid toIndemnitee if it shall be determined by a final judgment or other final adjudication that suchremuneration was in violation of law;          (d) *Indemnification Unlawful*. To indemnify Indemnitee if a final decision by a court havingjurisdiction in the matter shall determine that such indemnification is not lawful;          (e) *Misconduct, Etc.*To indemnify Indemnitee on account of Indemnitee’s conduct which is finally adjudged to havebeen knowingly fraudulent or deliberately dishonest or to constitute intentional misconduct, aknowing violation of law, a violation of Section 174 of the DGCL or a transaction from whichIndemnitee derived an improper personal benefit;          (f) *Breach of Duty*. To indemnify Indemnitee on account of Indemnitee’s conduct which is thesubject of any Proceeding brought by the Corporation and approved by a majority of the Board ofDirectors which alleges willful misappropriation of corporate assets by Indemnitee, disclosure ofconfidential information in violation of Indemnitee’s fiduciary or contractual obligations to theCorporation, or any other willful and deliberate breach in bad faith of Indemnitee’s duty to theCorporation or its stockholders; or          (g) *Claims Under Section 16(b)*. To indemnify Indemnitee for expenses or the payment of profitsarising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of theSecurities Exchange Act of 1934, as amended, or any similar successor statute.     15. **Severability**. If any provision of this Agreement shall be held to be invalid, illegalor unenforceable (a) the validity, legality and enforceability of the remaining provisions of thisAgreement shall not be in any way affected or impaired thereby, and (b) to the fullest extentpossible, the provisions of this Agreement shall be construed so as to give effect to the intentmanifested by the provision held invalid, illegal or unenforceable. Each section of this Agreementis a separate and independent portion of this Agreement. If the indemnification to which Indemniteeis entitled with respect to any aspect of any claim varies between two or more sections of thisAgreement, that section providing the most comprehensive indemnification shall apply.     16. **Miscellaneous**.          (a) *Governing Law*. This Agreement and all acts and transactions pursuant hereto and the rights andobligations of the parties hereto shall be governed, construed and
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interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of law.          (b) *Entire Agreement; Enforcement of Rights*. This Agreement sets forth the entire agreement andunderstanding of the parties relating to the subject matter herein and merges all prior discussionsbetween them. No modification of or amendment to this Agreement, nor any waiver of any rights underthis Agreement, shall be effective unless in writing signed by the parties to this Agreement. Thefailure by either party to enforce any rights under this Agreement shall not be construed as a waiverof any rights of such party.          (c) *Construction*. This Agreement is the result of negotiations between and has been reviewed byeach of the parties hereto and their respective counsel, if any; accordingly, this Agreement shallbe deemed to be the product of all of the parties hereto, and no ambiguity shall be construed infavor of or against any one of the parties hereto.          (d) *Notices*. All notices, demands or other communications to be given or delivered under or byreason of the provisions of this Agreement shall be in writing and shall be deemed to have beengiven (i) when delivered personally to the recipient, (ii) when sent to the recipient by telecopy(receipt electronically confirmed by sender’s telecopy machine) if during normal business hours ofthe recipient, otherwise on the next business day, (iii) one business day after the date when sentto the recipient by reputable overnight courier service (charges prepaid), or (iv) five businessdays after the date when mailed to the recipient by certified or registered mail, return receiptrequested and postage prepaid. Such notices, demands and other communications shall be sent to theparties at the addresses indicated on the signature page hereto, or to such other address as anyparty hereto may, from time to time, designate in writing delivered pursuant to the terms of thisSection 16(d).          (e) *Counterparts*. This Agreement may be executed in two or more counterparts, each of which shallbe deemed an original and all of which together shall constitute one instrument.          (f) *Successors and Assigns*. This Agreement shall be binding upon the Corporation and itssuccessors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, legalrepresentatives and assigns.          (g) *Subrogation*. In the event of payment under this Agreement, the Corporation shall be subrogatedto the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute alldocuments required and shall do all acts that may be necessary to secure such rights and to enablethe Corporation to effectively bring suit to enforce such rights.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day andyear first above written.      SUPERIOR WELL SERVICES, INC.