Form of letter agreement for executive officers during fiscal 2004



  
 Exhibit 10.61

  
 FORM OF LETTER AGREEMENT REGARDING OPTIONS GRANTED

 TO EXECUTIVE OFFICERS DURING FISCAL 2004 
  
 [Date] 
  
 GRANT OF NON-QUALIFIED STOCK OPTION 
  
 [Name of Executive Officer] 
 Optionee 
  
 I am pleased to inform you that the Compensation Committee of the Board of Directors of BJ Services Company (the “Company”) has
granted you a non-qualified stock option to purchase shares of the Common Stock of the Company as follows: 
  

					
	 Date of Grant
	  	 	  	[Date of Grant]
	 Option Price per Share
	  	 	  	$[Exercise Price]
	 Non-Qualified Stock Option Shares Granted
	  	 	  	[Number of Shares]
	 Expiration of Options
	  	 	  	[Expiration Date]

  
 Please note that this option has a
seven-year term. 
  
 By signing below, you agree that this option is granted under
and governed by the terms and conditions of the Company’s 2000 Incentive Plan, including the attached Terms and Conditions which are incorporated herein by reference. 
  
 This grant shall be void and of no effect unless you execute and return this Agreement within ninety (90) days of the above date. Please
sign and date both copies of this document and return one copy to the Legal Department. The other copy is for your records. 
  

			
	 BJ SERVICES COMPANY

		
	 By:
	 	 
	 	 	 J. W. Stewart



  

			
	 OPTIONEE:

	
	 
		
	 Dated: 
	 	 

  









  
 BJ SERVICES COMPANY

 2000 INCENTIVE PLAN 
  
 TERMS AND CONDITIONS 
 STOCK
OPTION FOR OFFICERS 
  
 The terms and conditions set forth
below are hereby incorporated by reference into the attached award agreement (“Agreement”) by and between BJ Services Company (the “Company”) and the employee named therein (the “Employee”). Terms defined in the 2000
Incentive Plan (the “Plan”) are used herein with the same meaning. 
  

	 	1.	The employee has agreed to perform services for the Company or a subsidiary and to accept the grant of one or more stock options, as designated on the attached award agreement
(“Option”), in accordance with the terms and provisions of the Plan and the Agreement. 

  

	 	2.	The Option shall become vested (exercisable) and expire in accordance with the following schedule: 

  

					
	 Number of Shares

	  	 Vesting Date

	  	 Expiration Date


	 1/3 of the Option
	  	one year from the Date of Grant	  	seven years from Date of Grant
			
	 1/3 of the Option
	  	two years from the Date of Grant	  	seven years from Date of Grant
			
	 1/3 of the Option
	  	three years from the Date of Grant	  	seven years from Date of Grant

  

	 	3.	In the event of the Employee’s termination of employment by reason of death, disability, or retirement (1) occurring on or after the first anniversary of the Date of Grant, the
Option shall become immediately vested in full on such date to the extent not already vested. 

  

	 	4.	To the extent vested, the Option may be exercised in whole or in part or in two or more successive parts; provided, however, that the Option shall not be exercisable
following the seventh anniversary of the Date of Grant or the earlier termination of such Option as provided herein. 

  

	 	(1) NOTE:	The terms “disability” and “retirement” are used in these Terms and Conditions as defined in the Plan. The term “retirement” means the termination of
an employee’s employment with the Company, its subsidiaries and affiliated entities (i) on or after reaching age 65 or (ii) on or after reaching age 55 with the consent of the Board, for reasons other than death, disability, or Cause.


  

	 	5.	 The employee agrees that the Company or its subsidiaries may withhold any federal, state or local taxes upon the exercise of the Option, at such time and upon such
terms and conditions as required by law and as 



  










	 	 
provided by the Plan. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any shares of Common Stock pursuant to the
exercise of the Option until the Employee has satisfied such withholding obligations or made arrangements for satisfying such obligations that are acceptable to the Company or its subsidiary. 


  

	 	6.	The Option may be exercised from time to time by a notice in writing of such exercise which states the Date of Grant set forth in the Agreement, the number of shares in respect of
which the Option is being exercised and the type of award (Incentive Stock Option or Non-Qualified Stock Option). Such notice shall be delivered to the Secretary of the Company or addressed to the Secretary of the Company at its corporate offices in
Houston, Texas. An election to exercise shall be irrevocable. The date of exercise shall be the date the notice is hand-delivered or received by the Secretary, whichever is applicable. 

  

	 	7.	An election to exercise an Option shall be accompanied by the tender of the full purchase price of the shares of Common Stock for which the election is made. Payment may be made in
cash, shares of Common Stock of the Company already owned, a “cashless exercise” procedure established by the Company, or any combination thereof. If the Employee desires to tender Common Stock already owned by the Employee as payment, the
Employee must notify the Secretary in the written notice of exercise of such desire and, subject to the Secretary’s confirmation that the Employee is the record holder of such number of shares, it shall not be necessary for the Employee to
tender stock certificates to effectuate such payment of the exercise price. The value of the number of shares tendered to exercise the Option cannot exceed the Option’s exercise price, and such tendered shares shall be valued at the Common
Stock Price per share on the trading day prior to the date of exercise of the Option. If the shares tendered for payment were acquired by the Employee pursuant to the prior exercise of a Company granted option, such shares must have been owned for
at least six months. 

  

	 	8.	The portion of the Option that is an Incentive Option is not transferable by the Employee, otherwise than by will or the laws of descent and distribution, and may be exercised
during the lifetime of the Employee only by the Employee. 

  
 The portion of the Option that is a Non-Qualified Stock Option may be transferred (in whole or in part) by the Employee to (1) the spouse, children or grandchildren of the Employee (“Immediate Family
Members”), (2) a trust or trusts for the exclusive benefit of the Immediate Family Members and, if applicable, the Employee, or (3) a partnership in which such Immediate Family Members, and, if applicable, the Employee are the only partners.
Following transfer, any such transferred option rights shall continue to be subject to the same terms and conditions as 

  









 
were applicable to the option rights immediately prior to transfer; provided, however, that no transferred option rights shall be exercisable unless
arrangements satisfactory to the Company have been made to satisfy any tax withholding obligations and any other legal obligations the Company may have with respect to the option rights. Except as provided in the preceding sentence, the
Non-Qualified Stock Option is not transferable by the Employee, otherwise than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Employee only by the Employee. 
  

	 	9.	In the event of the termination of the Employee’s employment (whether voluntary or involuntary), for any reason other than death, disability or retirement or by the Company or
a subsidiary for Cause, the Option outstanding on such date of termination, to the extent vested on such date, may be exercised by the Employee (or in the event of the Employee’s death, by the Employee’s estate or by the person or persons
who acquire the right to exercise the Option by bequest or inheritance (“Heir”) within three months following such termination of employment, but, except as provided in paragraph 14 hereof, not thereafter; provided, however, in no
event shall the Option be exercisable after the seventh anniversary of the Date of Grant. To the extent the Option is not vested on the Employee’s date of termination, the Option or the portion thereof that is not vested on such date shall
automatically lapse and be cancelled unexercised as of the Employee’s date of termination. 

  

	 	10.	In the event of the Employee’s termination of employment by reason of death, the Option granted herein, to the extent vested on such date, may be exercised by the
Employee’s Heir at any time within the one-year period after the Employee’s date of death, but not thereafter, and in no event shall the option be exercisable after the seventh anniversary of the Date of Grant. 

  

	 	11.	In the event of the Employee’s termination of employment by reason of disability or retirement, (2) the Option granted herein, to the extent vested on such date may be
exercised by the Employee (or in the event of the Employee’s death, the Employee’s Heir) within the 36-month period following such termination of employment, but not thereafter, and in no event shall the Option be exercisable after the
seventh anniversary of the Date of Grant.(3) 

  

	 	12.	In the event of the Employee’s termination of employment either by reason of Cause or prior to the date of vesting of the Option, the Option shall automatically lapse in full
and be cancelled unexercised as of that date. 

  

	 	13.	 In the event of a change in the capitalization of the Company due to a merger, consolidation, recapitalization, reclassification, stock split, stock 



  










	 	 
dividend, combination of shares, or similar event, the terms of the Agreement shall be adjusted by the Committee to reflect such change, and the
determination of the Committee shall be final and binding. 


  

	 	14.	Upon the occurrence of a Change of Control, notwithstanding any other provision in the Plan or the Agreement to the contrary, the Option shall automatically become vested and
exercisable in fill on such date and shall be immediately exercisable in full for such period as provided in the Plan. Further, in the event of a Change of Control, the following provisions also apply to the Option: 

  

	 	(2) NOTE:	See NOTE (1) above. 

  

	 	(3) NOTE:	Incentive Stock Options are treated as non-qualified options for tax purposes if not exercised within three months after the optionee’s employment with the Company and its
subsidiaries ceases. See the Plan Summary and Prospectus for Incentive Plans. 

  
 (a) Publicly Traded Stock Transaction. If the consideration offered to shareholders of the Company in connection with a Change of
Control consists of publicly traded shares of the common stock (the “New Stock”) of an entity acquiring the Company or the parent company of an entity acquiring the Company (the “Acquiring Entity”), upon the occurrence of such
Change of Control, the Acquiring Entity will assume the Option and the Option will become an option (a “New Option”) to purchase a number of shares of New Stock, with the number of shares subject to the New Option and the exercise price
thereof to be determined in accordance with Article XII of the Plan. The New Option will otherwise be subject to the same terms and conditions as the Option, except that the New Option will be exercisable until the seventh anniversary of the Date of
Grant regardless of any termination of the Employee’s employment following the Change of Control and the New Option may be surrendered to the Acquiring Entity during the 90-day period following the occurrence of the Change of Control in return
for a payment in cash or in shares of New Stock to be determined in accordance with Article XII of the Plan. 
  
 (b) Other Transaction. If the consideration offered to shareholders of the Company in connection with a Change of Control consists
of cash or of New Stock that is not publicly traded, upon the occurrence of the Change of Control, the Employee will surrender the Option to the Acquiring Entity in return for a payment in cash equal to the Black-Scholes value of the Option as of
the date of the Change of Control, without discount for risk of forfeiture and non-transferability. Such Black-Scholes valuation will be performed on a basis consistent with the methodology set forth in Article XII of the Plan. 
  










	 	15.	Nothing in the Agreement or in the Plan shall confer on the Employee any right to continue employment with the Company or its subsidiaries nor restrict the Company or its
subsidiaries from termination of the employment relationship of the Employee, with or without cause, at any time. 

  

	 	16.	Notwithstanding any other provision of the Plan or the Agreement, the Employee agrees that the Employee will not exercise the Option and the Company shall not be obligated to issue
any shares of Common Stock, if the Committee determines such issuance would violate any state or federal law or the rules or regulations of any governmental regulatory body or agreement between the Company and any national securities exchange upon
which the Common Stock is listed. 

  

	 	17.	In the event of a conflict between the terms of the Agreement and the Plan, the Plan shall be the controlling document.