**Exhibit 10.1****SUPERIOR WELL SERVICES, INC.****2005 STOCK INCENTIVE PLAN****I. PURPOSE**     The purpose of the **SUPERIOR WELL SERVICES, INC. 2005 STOCK INCENTIVE PLAN**(the “Plan”) is toprovide a means through which **SUPERIOR WELL SERVICES, INC.**, a Delaware corporation (the “Company”),and its Affiliates may attract able persons to serve as Directors or Consultants or to enter theemploy of the Company and its Affiliates and to provide a means whereby those individuals upon whomthe responsibilities of the successful administration and management of the Company and itsAffiliates rest, and whose present and potential contributions to the Company and its Affiliatesare of importance, can acquire and maintain stock ownership, thereby strengthening their concernfor the welfare of the Company and its Affiliates. A further purpose of the Plan is to providesuch individuals with additional incentive and reward opportunities designed to enhance theprofitable growth of the Company and its Affiliates. Accordingly, the Plan provides for grantingIncentive Stock Options, options that do not constitute Incentive Stock Options, Restricted StockAwards, Performance Awards, Phantom Stock Awards, Bonus Stock Awards, or any combination of theforegoing, as is best suited to the circumstances of the particular employee, Consultant, orDirector as provided herein.**II. DEFINITIONS**     The following definitions shall be applicable throughout the Plan unless specifically modifiedby any paragraph:     (a) ***“Affiliate”***means any corporation, partnership, limited liability company or partnership,association, trust or other organization which, directly or indirectly, controls, is controlled by,or is under common control with, the Company. For purposes of the preceding sentence, “control”(including, with correlative meanings, the terms “controlled by” and “under common control with”),as used with respect to any entity or organization, shall mean the possession, directly orindirectly, of the power (i) to vote more than 50% of the securities having ordinary voting powerfor the election of directors of the controlled entity or organization, or (ii) to direct or causethe direction of the management and policies of the controlled entity or organization, whetherthrough the ownership of voting securities or by contract or otherwise.     (b) ***“Award”***means, individually or collectively, any Option, Restricted Stock Award,Performance Award, Phantom Stock Award, or Bonus Stock Award.     (c) ***“Board”***means the Board of Directors of the Company.     (d) ***“Bonus Stock Award”***means an Award granted under Paragraph XI of the Plan.
 

 
     (e) ***“Code”***means the Internal Revenue Code of 1986, as amended. Reference in the Plan to anysection of the Code shall be deemed to include any amendments or successor provisions to suchsection and any regulations under such section.     (f) ***“Committee”***means a committee of the Board that is selected by the Board as provided inParagraph IV(a).     (g) ***“Common Stock”***means the common stock, par value $0.01 per share, of the Company, or anysecurity into which such common stock may be changed by reason of any transaction or event of thetype described in Paragraph XII.     (h) ***“Company”***means Superior Well Services, Inc., a Delaware corporation.     (i) ***“Consultant”***means any person who is not an employee or a Director and who is providingadvisory or consulting services to the Company or any Affiliate.     (j) ***“Corporate Change”***shall have the meaning assigned to such term in Paragraph XII(c) of thePlan.     (k) ***“Director”***means an individual who is a member of the Board.     (l) An ***“employee”***means any person (including a Director) in an employment relationship withthe Company or any Affiliate.     (m) ***“Fair Market Value”***means, as of any specified date, the mean of the high and low salesprices of the Common Stock (i) reported by the National Market System of NASDAQ on that date or(ii) if the Common Stock is listed on a national stock exchange, reported on the stock exchangecomposite tape on that date (or such other reporting service approved by the Committee); or, ineither case, if no prices are reported on that date, on the last preceding date on which suchprices of the Common Stock are so reported. If the Common Stock is traded over the counter at thetime a determination of its fair market value is required to be made hereunder, its fair marketvalue shall be deemed to be equal to the average between the reported high and low or closing bidand asked prices of Common Stock on the most recent date on which Common Stock was publicly traded.In the event Common Stock is not publicly traded at the time a determination of its value isrequired to be made hereunder, the determination of its fair market value shall be made by theCommittee in such manner as it deems appropriate. Notwithstanding the foregoing, the Fair MarketValue of a share of Common Stock on the date of an initial public offering of Common Stock shall bethe offering price under such initial public offering.     (n) ***“Incentive Stock Option”***means an incentive stock option within the meaning of section 422of the Code     (o) ***“1934 Act”***means the Securities Exchange Act of 1934, as amended.     (p) ***“Option”***means an Award granted under Paragraph VII of the Plan and includes bothIncentive Stock Options to purchase Common Stock and Options that do not constitute Incentive StockOptions to purchase Common Stock.
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     (q) ***“Option Agreement”***means a written agreement between the Company and a Participant withrespect to an Option.     (r) ***“Participant”***means an employee, Consultant, or Director who has been granted an Award.     (s) ***“Performance Award”***means an Award granted under Paragraph IX of the Plan.     (t) ***“Performance Award Agreement”***means a written agreement between the Company and aParticipant with respect to a Performance Award.     (u) ***“Phantom Stock Award”***means an Award granted under Paragraph X of the Plan.     (v) ***“Phantom Stock Award Agreement”***means a written agreement between the Company and aParticipant with respect to a Phantom Stock Award.     (w) ***“Plan”***means the Superior Well Services, Inc. 2005 Stock Incentive Plan, as amended fromtime to time.     (x) ***“Restricted Stock Agreement”***means a written agreement between the Company and aParticipant with respect to a Restricted Stock Award.     (y) ***“Restricted Stock Award”***means an Award granted under Paragraph VIII of the Plan.     (z) ***“Rule 16b-3”***means SEC Rule 16b-3 promulgated under the 1934 Act, as such may be amendedfrom time to time, and any successor rule, regulation or statute fulfilling the same or a similarfunction.     (aa) ***“Stock Appreciation Right”***means a right to acquire, upon exercise of the right, CommonStock and/or, in the sole discretion of the Committee, cash having an aggregate value equal to thethen excess of the Fair Market Value of the shares with respect to which the right is exercisedover the exercise price therefor.**III. EFFECTIVE DATE AND DURATION OF THE PLAN**     The Plan shall become effective upon the date of its adoption by the Board, provided the Planis approved by the stockholders of the Company within 12 months thereafter. Notwithstanding anyprovision in the Plan, no Option shall be exercisable, no Restricted Stock Award, or Bonus StockAward shall be granted, and no Performance Award or Phantom Stock Award shall vest or becomesatisfiable prior to such stockholder approval. No further Awards may be granted under the Planafter 10 years from the date the Plan is adopted by the Board. The Plan shall remain in effectuntil all Options granted under the Plan have been exercised or expired, all Restricted StockAwards granted under the Plan have vested or been forfeited, and all Performance Awards, PhantomStock Awards, and Bonus Stock Awards have been satisfied or expired.
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**IV. ADMINISTRATION**     (a) **Composition of Committee**. The Plan shall be administered by a committee of, andappointed by, the Board. In the absence of the Board’s appointment of a Committee to administerthe Plan, the Board shall serve as the Committee. Notwithstanding the foregoing, upon theexpiration of the reliance period set forth in section 1.162-27(f)(2) of the Treasury regulations,the Plan shall be administered by a committee of, and appointed by, the Board that shall becomprised solely of two or more outside Directors (within the meaning of the term “outsidedirectors” as used in section 162(m) of the Code and applicable interpretive authority thereunderand within the meaning of the term “Non-Employee Director” as defined in Rule 16b-3).     (b) **Powers**. Subject to the express provisions of the Plan, the Committee shall haveauthority, in its discretion, to determine which employees, Consultants or Directors shall receivean Award, the time or times when such Award shall be made, the type of Award that shall be made,the number of shares to be subject to each Option or Restricted Stock Award, the number of sharessubject to or the value of each Performance Award or Bonus Stock Award, and the value of eachPhantom Stock Award. In making such determinations, the Committee shall take into account thenature of the services rendered by the respective employees, Consultants, or Directors, theirpresent and potential contribution to the Company’s success, and such other factors as theCommittee in its sole discretion shall deem relevant.     (c) **Additional Powers**. The Committee shall have such additional powers as aredelegated to it by the other provisions of the Plan. Subject to the express provisions of thePlan, this shall include the power to construe the Plan and the respective agreements executedhereunder, to prescribe rules and regulations relating to the Plan, and to determine the terms,restrictions and provisions of the agreement relating to each Award, including such terms,restrictions and provisions as shall be requisite in the judgment of the Committee to causedesignated Options to qualify as Incentive Stock Options, and to make all other determinationsnecessary or advisable for administering the Plan. The Committee may correct any defect or supplyany omission or reconcile any inconsistency in the Plan or in any agreement relating to an Award inthe manner and to the extent it shall deem expedient to carry it into effect. The determinationsof the Committee on the matters referred to in this Paragraph IV shall be conclusive.**V. SHARES SUBJECT TO THE PLAN; AWARD LIMITS;**