**Exhibit 10.52**

 

FORM OF LETTER AGREEMENT REGARDING OPTIONS GRANTED

TO NON-EMPLOYEE DIRECTORS DURING FISCAL 2000 

 

BJ SERVICES COMPANY 

Non-EmployeeDirector’s Stock Option 

 

 

Under the terms of the BJ ServicesCompany 1997 Incentive Plan, you have been granted on [Date of Grant] (the “Date of Grant”), an option to purchase the above stated number of shares of Common Stock of BJ Services Company, at the exercise price of $[Exercise Price] foreach share. This option is a non-qualified stock option. 

 

This option isgranted under and is governed by the terms and conditions of the Company’s 1997 Incentive Plan, including the Terms and Conditions attached hereto and incorporated herein by reference. 

 

This option is exercisable at any time after the Date of Grant, but not after the tenthanniversary of the Date of Grant. 

 

 

 

**BJ SERVICES COMPANY**

**1997 INCENTIVE PLAN**

 

**TERMS AND CONDITIONS – DIRECTOR OPTION**

 

The terms and conditions set forth below are hereby incorporated by reference into the attached award agreement (“Agreement”) by and between BJServices Company (the “Company”) and the director named therein (the “Director”). Terms defined in the 1997 Incentive Plan (the “Plan”) are used herein with the same meaning. 

 

l. The Director has agreed to serve on the Company’s Board of Directors(“Board”) and to accept the grant of a director option (“Option”) in accordance with the terms and provisions of the Plan and the Agreement. 

 

2. The Option shall become vested (exercisable) at the Date of Grant as to all of the shares of Common Stock covered by this Option. 

 

3. The Option may be exercised in whole or in part or in two or moresuccessive parts; *provided, however*, that the Option shall not be exercisable following the tenth anniversary of its Date of Grant or the earlier termination of such Option as provided herein. 

 

4. The Director agrees that the Company may withhold any federal, state orlocal 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 ofCommon Stock pursuant to the exercise of the Option until the Director has satisfied such withholding obligations or made arrangements for satisfying such obligations that are acceptable to the Company. 

 

5. The Option may be exercised from time to time by a notice in writing ofsuch exercise, which states the Date of Grant set forth in the Agreement and the number of shares in respect of which the Option is being exercised. Such notice shall be delivered to the Secretary of the Company or addressed to the Secretary of theCompany 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. 

 

6. An election to exercise an Option shall be accompanied by the tender ofthe 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 anycombination thereof. If the Director desires to tender Common Stock already owned by the Director as payment, the Director must notify the Secretary in the written notice of exercise of such desire and, subject to the Secretary’s confirmationthat the Director is the record holder of such number of shares, it shall not be necessary for the Director 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 theOption’s exercise price, any such tendered shares shall be valued at their fair market value per share on the date of exercise of the Option. 

 

7. The Option is not transferable by the Director, otherwise than by will or laws of descent and distribution, and may be exercised during the lifetime ofthe Director only by the Director. 

 

8. In the event of thetermination of the Director’s membership on the Board (whether voluntary or involuntary) for any reason other than death, disability, cause or Retirement, the Option outstanding on such date of termination may be exercised by the Directorwithin three months following such termination, but not thereafter; *provided, however*, in no event shall the Option be exercisable after the tenth anniversary of the Date of Grant. As used herein, “Retirement” shall mean atermination as a result of the provisions of the Company’s Bylaws regarding automatic termination of directors’ terms of office. 

 

9. In the event of the Director’s termination from the Board by reason of death, the Option granted herein may be exercised by the person to whom theDirector’s rights shall pass by will or the laws of descent and distribution (“Heir”) at any time within the 12-month period beginning on the Director’s date of death, but not thereafter, and in no event shall the Option beexercisable after the tenth anniversary of the Date of Grant. 

 

10. In the event of the Director’s termination from the Board by reason of disability or Retirement, the Option granted herein may be exercised by the Director (or in the event of the Director’s death, the Director’s Heir)within the 36-month period following such termination, but not thereafter, and in no event shall the Option be exercisable after the tenth anniversary of the Date of Grant. 

 

11. In the event of the Director’s termination from the Board for cause, the Option shall automatically lapse in fulland be canceled unexercised as of that date. 

 

12. In the eventof a change in the capitalization of the Company due to a stock split, stock dividend, recapitalization, merger, consolidation, combination, or similar event, the terms of the Agreement shall be adjusted by the Committee to reflect such change.

 

13. Upon the occurrence of a Change of Control, the followingprovisions also apply to the Option: 

 

(a) Publicly TradedStock 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 the entity acquiring the Company or theparent company of the 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 Optionand the exercise price thereof to be determined in accordance with Article IV, Section 5(g) 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 untilthe tenth anniversary of the Date of Grant regardless of any termination of the Director’s membership on the Board of Directors of the Company or the board of directors of the Acquiring Entity following the Change of Control and the New Optionmay 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 IV, Section 5(g) of the Plan.

 

(b) Other Transaction. If the consideration offered toshareholders 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 Director will surrender the Option to the Acquiring Entity in returnfor 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 withthe methodology set forth in Article IV, Section 5(g) of the Plan. 

 

14. Nothing in the Agreement or in the Plan shall confer any right on the Director to continue as a member of the Board. 

 

15. Notwithstanding any other provision of the Agreement, the Director agrees that the Director will not exercise the Option and the Company shall not beobligated to deliver any shares of Common Stock, if counsel to the Company determines such exercise or delivery would violate any law or regulation of any governmental authority or agreement between the Company and any national securities exchangeupon which the Common Stock is listed. 

 

16. In the event of aconflict between the terms of this Agreement and the Plan, the Plan shall be the controlling document. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Plan.