C. Termination of this Agreement shall not alter or impair any rights of Executivearising hereunder on or before such termination.**2.** **Certain Definitions** A. “Cause” shall mean: (i) Executive’s conviction of (or plea of nolo contendere to) afelony, dishonesty or a breach of trust as regards the Company or anysubsidiary;  (ii) Executive’s commission of any act of theft, fraud, embezzlementor misappropriation against the Company or any subsidiary that is materiallyinjurious to the Company or such subsidiary regardless of whether a criminalconviction is obtained;  (iii) Executive’s willful and continued failure to devotesubstantially all of his business time to the Company’s business affairs(excluding failures due to illness, incapacity, vacations, incidental civicactivities and incidental personal time) which failure is not remedied within areasonable time after written demand is delivered by the Company, which demandspecifically identifies the manner in which the Company believes that Executivehas failed to devote substantially all of his business time to the Company’sbusiness affairs; or  (iv) Executive’s unauthorized disclosure of confidential informationof the Company that is materially injurious to the Company.          For purposes of this definition, no act, or failure to act, on Executive’s partshall be deemed “willful” unless done, or omitted to be done, by Executive not ingood faith and without reasonable belief that Executive’s action or omission was inthe best interest of the Company. B. “Change of Control” shall mean any of the following: (i) any “person” (as such term is used in Section 13(d) and 14(d) of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”)), (other than a trustee or other fiduciary holdingsecurities under an employee benefit plan of the Company or any affiliate, SCF III, L.P., SCF IV,L.P., or any affiliate of SCF-III, L.P. or SCF-IV, L.P. or any corporation owned, directly orindirectly, by the stockholders of the Company in substantially the same proportions as theirownership of stock of the Company), acquires “beneficial ownership” (within the meaning of Rule13d-3 under the Exchange Act) of securities of the Company representing 35% or more of thecombined voting power of the Company’s then outstanding securities; provided, however, that if theCompany engages in a merger or consolidation in which the Company or surviving entity in suchmerger or consolidation becomes a subsidiary of another entity, then references to the Company’sthen outstanding
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   securities shall be deemed to refer to the outstanding securities of suchparent entity;  (ii) a change in the composition of the Board, as a result of whichfewer than a majority of the directors are Incumbent Directors. “IncumbentDirectors” shall mean directors who either (i) are directors of the Company asof the Effective Date, or (ii) are elected, or nominated for election, to theBoard with the affirmative votes of at least two-thirds of the IncumbentDirectors at the time of such election or nomination, but Incumbent Directorshall not include an individual whose election or nomination occurs as a resultof either (1) an actual or threatened election contest (as such terms are usedin Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or (2) anactual or threatened solicitation of proxies or consents by or on behalf of aperson other than the Board of Directors of the Company;  (iii) the consummation of a merger or consolidation of the Companywith any other corporation, other than a merger or consolidation which wouldresult in the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity (or if the survivingentity is or shall become a subsidiary of another entity, then such parententity)) more than 50% of the combined voting power of the voting securities ofthe Company (or such surviving entity or parent entity, as the case may be)outstanding immediately after such merger or consolidation;  (iv) the stockholders of the Company approve a plan of completeliquidation of the Company; or  (v) the sale or disposition (other than a pledge or similarencumbrance) by the Company of all or substantially all of the assets of theCompany other than to a subsidiary or subsidiaries of the Company. C. “Date of Termination” shall mean the date the Notice of Termination isgiven unless such termination is by Executive in which event the Date of Terminationshall not be less than 30 days following the date the Notice of Termination is given.Further, a Notice of Termination given by Executive due to a Good Reason event that iscorrected by the Company before the Date of Termination shall be void.  D. “Good Reason” shall mean: (i) a material reduction in Executive’s authority, duties orresponsibilities from those in effect immediately prior to the Change ofControl or the assignment to Executive duties or responsibilities inconsistentin any material respect from those of Executive in effect immediately prior tothe Change of Control;
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 (ii) a material reduction of Executive’s compensation and benefits,including, without limitation, annual base salary, annual bonus, and equityincentive opportunities, from those in effect immediately prior to the Changeof Control;  (iii) the Company fails to obtain a written agreement from anysuccessor or assigns of the Company to assume and perform this Agreement asprovided in Section 9 hereof; or  (iv) the Company requires Executive, without Executive’s consent, tobe based at any office located more than 50 miles from the Company’s offices towhich Executive was based immediately prior to the Change of Control, exceptfor travel reasonably required in the performance of Executive’s duties.   Notwithstanding the above however, Good Reason shall not exist with respect to amatter unless Executive gives the Company written notice of such matter within 30days of the date Executive knows or should reasonably have known of its occurrence.If Executive fails to give such notice timely, Executive shall be deemed to havewaived all rights Executive may have under this Agreement with respect to suchmatter.  E. “Notice of Termination” shall mean a written notice delivered to theother party indicating the specific termination provision in this Agreement reliedupon for termination of Executive’s employment and shall set forth in reasonable detailthe facts and circumstances claimed to provide a basis for termination of Executive’semployment under the provision so indicated.  F. “Protected Period” shall mean the 24-month period beginning on theeffective date of a Change of Control.  G. “Target AICP” shall mean the targeted value of Executive’s annualincentive compensation plan bonus for the year in which the Date of Termination occursor the fiscal year immediately preceding the Change of Control, whichever is a greateramount.  H. “Termination Base Salary” shall mean Executive’s base salary at therate in effect at the time the Notice of Termination is given or, if a greater amount,Executive’s base salary at the rate in effect immediately prior to the Change ofControl.**3.** **No Employment Agreement.**   This Agreement shall be considered solely as a “severance agreement” obligating the Companyto pay Executive certain amounts of compensation and to provide certain benefits in theevent and only in the event of Executive’s termination of employment for the specifiedreasons and at the times specified herein. The parties agree that this Agreement shall notbe considered an employment agreement and that Executive is an “at will” employee of theCompany.
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**4.** **Regular Severance Benefits.**   Subject to Section 13, if the Company terminates Executive’s employment (i) other than forCause and (ii) not during the Protected Period, Executive shall receive the followingcompensation and benefits from the Company: A. Within 15 days of the Date of Termination the Company shall pay to Executive ina lump sum, in cash, an amount equal to one times the sum of Executive’s (i)Termination Base Salary and (ii) Target AICP.  B. Notwithstanding anything in any Company stock plan or grant agreement to thecontrary, all restricted shares and restricted stock units of Executive shall become100% vested and all restrictions thereon shall lapse as of the Date of Termination andthe Company shall promptly deliver such shares to Executive.  C. For the 24-month period following the Date of Termination (the “RegularSeverance Period”), the Company shall continue to provide Executive and Executive’seligible family members, based on the cost sharing arrangement between the Company andsimilarly situated active employees, with medical and dental health benefits anddisability coverage and benefits at least equal to those which would have been providedto Executive if Executive’s employment had not been terminated or, if more favorable toExecutive, as in effect generally at any time during such period. Notwithstanding theforegoing, if Executive becomes eligible to receive medical, dental and disabilitybenefits under another employer’s plans during this Regular Severance Period, theCompany’s obligations under this Section 4C shall be reduced to the extent comparablebenefits are actually received by Executive during such period, and any such benefitsactually received by Executive shall be promptly reported by Executive to the Company.In the event Executive is ineligible under the terms of the Company’s health and otherwelfare benefit plans or programs to continue to be so covered, the Company shallprovide Executive with substantially equivalent coverage through other sources or willprovide Executive with a lump sum payment in such amount that, after all taxes on thatamount, shall be equal to the cost to Executive of providing Executive such benefitcoverage. The lump sum shall be determined on a present value basis using the interestrate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended(the “Code”) on the Date of Termination.**Change of Control Severance Benefits****5.** **Severance Benefits.**Subject to Section 13, if either (a) Executive terminates his employmentduring the Protected Period for a Good Reason event or (b) the Company terminates Executive’semployment during the Protected Period other than for Cause, Executive shall receive thefollowing compensation and benefits from the Company:
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 A. Within 15 days of the Date of Termination the Company shall pay to Executive ina lump sum, in cash, an amount equal to two times the sum of Executive’s (i)Termination Base Salary and (ii) Target AICP.  B. Notwithstanding anything in any Company stock plan or grant agreement to thecontrary, (i) all restricted shares and restricted stock units of Executive shallbecome 100% vested and all restrictions thereon shall lapse as of the Date ofTermination and the Company shall promptly deliver such shares to Executive and (ii)each then outstanding stock option of Executive shall become 100% exercisable and,excluding any incentive stock option granted prior to the Effective Date, shall remainexercisable for the remainder of such option’s term.  C. Executive shall be fully vested in Executive’s accrued benefits under allqualified pension, nonqualified pension, profit sharing, 401(k), deferred compensationand supplemental plans maintained by the Company for Executive’s benefit, except tothat the extent the acceleration of vesting of such benefits would violate anyapplicable law or require the Company to accelerate the vesting of the accrued benefitsof all participants in such plan or plans, in which event the Company shall payExecutive a lump sum amount, in cash, within 15 days following the Date of Termination,equal to the present value of such unvested accrued benefits that cannot become vestedunder the plan for the reasons provided above.  D. For the 36-month period following the Date of Termination (the “COC SeverancePeriod”), the Company shall continue to provide Executive and Executive’s eligiblefamily members, based on the cost sharing arrangement between Executive and the Companyon the Date of Termination, with medical and dental health benefits and disabilitycoverage and benefits at least equal to those which would have been provided toExecutive if Executive’s employment had not been terminated or, if more favorable toExecutive, as in effect generally at any time during such period. Notwithstanding theforegoing, if Executive becomes eligible to receive medical, dental and disabilitybenefits under another employer’s plans during this COC Severance Period, the Company’sobligations under this Section 5D shall be reduced to the extent comparable benefitsare actually received by Executive during such period, and any such benefits actuallyreceived by Executive shall be promptly reported by Executive to the Company. In theevent Executive is ineligible under the terms of the Company’s health and other welfarebenefit plans or programs to continue to be so covered, the Company shall provideExecutive with substantially equivalent coverage through other sources or will provideExecutive with a lump sum payment in such amount that, after all taxes on that amount,shall be equal to the cost to Executive of providing Executive such benefit coverage.The lump sum shall be determined on a present value basis using the interest rateprovided in Section 1274(b)(2)(B) of the Code on the Date of Termination.  E. Throughout the term of the COC Severance Period or until Executive acceptsother employment, including as an independent contractor, with a new employer,whichever occurs first, Executive shall be entitled to receive outplacement
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   services, payable by the Company, with an aggregate cost not to exceed 15% ofExecutive’s Termination Base Salary, with an executive outplacement service firmreasonably acceptable to the Company and Executive.**6.** **Accelerated Vesting of Options Upon a Change of Control.**   Notwithstanding any provisions of any Company stock option plan or option agreement to thecontrary, upon a Change of Control all outstanding unvested stock options, if any, grantedto Executive under any Company stock option plan (or options substituted therefor coveringthe stock of a successor corporation) shall be fully vested and exercisable as to all sharesof stock covered thereby effective as of the date of the Change of Control. **7.** **Mitigation.**   Executive shall not be required to mitigate the amount of any payment provided for in thisAgreement by seeking other employment or otherwise nor, except as provided in Section 4C andSection 5D, shall the amount of any payment or benefit provided for in this Agreement bereduced by any compensation earned or benefit received by Executive as the result ofemployment by another employer or self-employment, by retirement benefits, by offset againstany amount claimed to be owed by Executive to the Company or otherwise, except that anyseverance payments or benefits that Executive is entitled to receive pursuant to a Companyseverance plan or program for employees in general shall reduce the amount of payments andbenefits otherwise payable or to be provided under this Agreement. **8.** **Successor Agreement.**   The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany to assume expressly and agree to perform this Agreement in the same manner and tothe same extent that the Company would be required to perform if no succession had takenplace. Failure of the successor to so assume shall constitute a breach of this Agreementand entitle Executive to the benefits hereunder as if triggered by a termination by theCompany other than for Cause. **9.** **Indemnity.**   In any situation where under applicable law the Company has the power to indemnify, advanceexpenses to and defend Executive in respect of any judgements, fines, settlements, loss,cost or expense (including attorneys fees) of any nature related to or arising out ofExecutive’s activities as an agent, employee, officer or director of the Company or in anyother capacity on behalf of or at the request of the Company, then the Company shallpromptly on written request, indemnify Executive, advance expenses (including attorney’sfees) to Executive and defend Executive to the fullest extent permitted by applicable law,including but not limited to making such findings and determinations and taking any and allsuch actions as the Company may, under applicable law, be permitted to have the discretionto take so as to effectuate such indemnification,
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  advancement or defense. Such agreement by the Company shall not be deemed to impair anyother obligation of the Company respecting Executive’s indemnification or defense otherwisearising out of this or any other agreement or promise of the Company under any statute. **10.** **Notice.**   For the purpose of this Agreement, notices and all other communications provided for in thisAgreement shall be in writing and delivered by United States certified or registered mail(return receipt requested, postage prepaid) or by courier guaranteeing overnight delivery orby hand delivery (with signed receipt required), addressed to the respective addresses setforth below, and such notice or communication shall be deemed to have been duly given twodays after deposit in the mail, one day after deposit with such overnight carrier or upondelivery with hand delivery. The addresses set forth below may be changed by a writing inaccordance herewith.       Company: Executive:   Oil States International, Inc. Charles J. Moses  333 Clay Street, Suite 4620 1605 Valleywood Trail  Houston, Texas 77002 Mansfield, Texas 76063  Attn: Chairman of the Board  **11.** **Arbitration.**   The parties agree to resolve any claim or controversy arising out of or relating to thisAgreement, including but not limited to the termination of employment of Executive, bybinding arbitration under the Federal Arbitration Act before one arbitrator in Houston,Texas, administered by the American Arbitration Association under its Commercial ArbitrationRules, and judgment on the award rendered by the arbitrator may be entered in any courthaving jurisdiction thereof. The fees and expenses of the arbitrator shall be borne solelyby the non-prevailing party or, in the event there is no clear prevailing party, as thearbitrator deems appropriate. Except as provided above, each party shall pay its own costsand expenses (including, without limitation, attorneys’ fees) relating to anymediation/arbitration proceeding conducted under this Section 12. **12.** **Waiver and Release.**   As a condition to the receipt of any payment or benefit under this Agreement, Executive mustfirst execute and deliver to the Company a binding general release, as prepared by theCompany, that releases the Company, its officers, directors, employees, agents, subsidiariesand affiliates from any and all claims and from any and all causes of action of any kind orcharacter that Executive may have arising out of Executive’s employment with the Company orthe termination of such employment, but excluding (i) any claims and causes of action thatExecutive may have arising under or based upon this Agreement, and (ii) any vested rightsExecutive may have under any employee benefit plan or deferred compensation plan or programof the Company.
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**13.** **Employment with Affiliates.**   Employment with the Company for purposes of this Agreement includes employment with anyentity in which the Company has a direct or indirect ownership interest of 50% or more ofthe total combined voting power of all outstanding equity interests, and employment with anyentity which has a direct or indirect interest of 50% or more of the total combined votingpower of all outstanding equity interests of the Company. For purposes of this Agreement,“Good Reason” shall be construed to refer to Executive’s positions, duties, andresponsibilities in the position or positions in which Executive serves immediately beforethe Change of Control, but shall not include titles or positions with subsidiaries andaffiliates of the Company that are held primarily for administrative convenience. **14.** **Governing Law.** (a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.  (b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OFTHE STATE AND FEDERAL COURTS IN HARRIS COUNTY, TEXAS, FOR THE PURPOSES OF ANYPROCEEDING ARISING OUT OF THIS AGREEMENT.**15.** **Entire Agreement.**   This Agreement is an integration of the parties’ agreement and no agreement orrepresentatives, oral or otherwise, express or implied, with respect to the subject matterhereof have been made by either party which are not set forth expressly in this Agreement.This Agreement hereby expressly terminates, rescinds and replaces in full any prioragreement (written or oral) between the parties relating to the subject matter hereof,including, without limitation.   The Company shall withhold from all payments and benefits provided under this Agreement alltaxes required to be withheld by applicable law. **16.** **Beneficiary.**   In the event Executive dies before receiving the lump sum severance payment to whichExecutive was entitled hereunder, Executive’s spouse or, if there is no spouse, thebeneficiary designated by Executive under the Company-sponsored group term life insuranceplan, shall receive such payment.
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     **IN WITNESS WHEREOF**, the Company and Executive have executed this Agreement effective for allpurposes as of the Effective Date.     **OIL STATES INTERNATIONAL, INC.**       By: