**Exhibit 10.1****EXECUTIVE AGREEMENT**     This Executive Agreement (this “Agreement”) is made effective as of the Effective Date betweenComplete Production Services, Inc., a Delaware corporation and its subsidiaries (collectively, the“Company”) and                      (“Executive”).**WHEREAS,**the Company currently employs Executive; and**WHEREAS,**the Company believes it to be in the best interests of its stockholders to attract, retainand motivate key officers and to ensure continuity of management, and that this will further thoseinterests; and**WHEREAS,**the Company recognizes that the possibility of a Change of Control of the Company mayresult in the departure of key executives to the detriment of the Company and its stockholders.     In consideration of Executive’s continued employment as an executive officer with the Companyand for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Company and Executive agree as follows:**1.** **Term of Agreement** A. This Agreement shall be for an initial term that continues in effect, throughthe second anniversary of the Effective Date. The term of this Agreement shallautomatically be extended for one or more additional terms of one (1) year, as of eachanniversary date of the Effective Date that occurs while this Agreement is in effect.The term of Agreement, however, may be terminated by written notice of termination ofthis Agreement provided to Executive, and in the event any such termination notice isdelivered to Executive then, notwithstanding the preceding sentence concerningautomatic renewals, the term of this Agreement shall be deemed terminated effective asof December 31 of the second full calendar year following the date on which such noticeof termination of the Agreement is delivered to Executive.  B. Notwithstanding the foregoing, the term of this Agreement shall terminate uponthe expiration of the “Severance Payout Period” or the “Change of Control PayoutPeriod,” as applicable, subject to all rights and benefits hereunder having been paidand satisfied in full.**2.** **Certain Definitions** A. “Bonus” “Bonus” shall mean the greater of (i) Target EV for the yearof the Date of Termination, or (iii) the highest annual bonus paid during any of thethree full fiscal years preceding the Date of Termination.  B. “Cause” “Cause” shall mean:
 

 
 (i) Executive’s conviction of a felony involving moral turpitude,dishonesty or a breach of trust as regards the Company;  (ii) Executive’s commission of any act of theft, fraud, embezzlementor misappropriation against the Company that is materially injurious to itregardless of whether a criminal conviction 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 withina reasonable time after written demand is delivered by the Company, whichdemand specifically identifies the manner in which the Company believes thatExecutive has failed to devote substantially all of his business time to theCompany’s business affairs;  (iv) Executive’s unauthorized disclosure of confidential informationof the Company that is materially injurious to the Company; or  (v) Executive’s knowing or willful material violation of federal orstate securities laws, as determined in good faith by the Company’s Board ofDirectors.     For purposes of this definition, no act, or failure to act, on Executive’s part shall bedeemed “willful” unless done, or omitted to be done, by Executive not in good faith and withoutreasonable belief that Executive’s action or omission was in the best interest of the Company. C. “Change of Control” of the Company will occur for purposes of thisAgreement if: (i) Any person or group of persons is or becomes the “beneficialowner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934),directly or indirectly, of securities in the Company representing 20% or moreof the combined voting power of the Company’s outstanding securities;  (ii) A change in the majority of the membership of the Boardoccurs without approval by two-thirds of the Directors who are ContinuingDirectors. For these purposes, Continuing Directors are persons who (i) wereDirectors on the Effective Date or (ii) are new Directors whose election wasapproved by two-thirds of the members of the Board who were Directors on theEffective Date (“Approved Directors”), or (iii) are new Directors whoseelection was approved by two-thirds of the members of the Board who wereDirectors on the Effective Date or are subsequently Approved Directors;
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 (iii) The Company is merged, consolidated or combined with anothercorporation or entity, including without limitation, a reverse or forwardtriangular merger, and the Company’s stockholders prior to such transactionown less than 55% of the outstanding voting securities of the surviving orresulting corporation or entity after the transaction;  (iv) A tender offer or exchange offer is made and consummated by aperson or group of persons other than the Company for the ownership of 20% ormore of the Company’s voting securities; or  (v) There is a disposition, transfer, sale or exchange of all orsubstantially all of the Company’s assets, or stockholder approval of a planof liquidation or dissolution of the Company. D. “Change of Control Payout Period” shall mean the period of [two(2)]1 [two and a half (2.5)]2 years following the Date ofTermination of Executive, which termination is covered by Section 5 hereof.  E. “Date of Termination” shall mean the date specified in the Notice ofTermination relating to termination of Executive’s employment with the Company;provided that such date shall not be less than 20 days nor more than 45 days following:(i) involuntary termination, not for Cause, pursuant to Section 4 or 5 hereof, or (ii)the date within the Protective Period that Executive voluntarily terminates hisemployment for Good Reason so governed by Section 5 hereof, and provided further thatsuch termination qualifies as a “separation from service” within the meaning given toit under Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the“Code”), and any Treasury Regulations or other guidance issued thereunder.  F. “Effective Date” shall mean November 13, 2006.  G. “Executive” shall mean the executive of the Company who is a party tothis Agreement and in the event of the Executive’s death after a “qualifying”termination pursuant to Section 4 hereof or a Change of Control pursuant to Section 5hereof, then the term “Executive” shall include his estate.  H. “Good Reason” shall mean: (i) a failure to re-elect or appoint the Executive to any corporateoffice or directorship held at the time of the Change of Control or a materialreduction in Executive’s authority, duties or responsibilities (includingstatus, offices, titles and reporting requirements) or if Executive is assignedduties or responsibilities inconsistent in any material respect 1 For Messrs. Boyd, Burke, Weisgarber, Bayardo and Ms. Flato 2 For Messrs. Mayer, Maroney, Nibling, and Moore
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   from those of Executive at the time of the relevant Change of Control all onthe basis of which Executive makes a good faith determination that the termsof his employment have been detrimentally and materially affected;  (ii) a material reduction of Executive’s compensation, benefits orperquisites, including annual base salary, annual bonus, intermediate orlong-term cash or equity incentive opportunities or plans from those in effectprior to the Change of Control;  (iii) the Company fails to obtain a written agreement satisfactoryto Executive from any successor or assigns of the Company to assume and performthis Agreement as provided in Section 10 hereof; or  (v) the Company requires Executive to be based at any officelocated more than fifty (50) miles from the Company’s current offices withoutExecutive’s consent. I. “Notice of Termination” shall mean a written notice delivered to theother party indicating the specific termination provision in this Agreement relied uponfor termination of Executive’s employment and shall set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of Executive’semployment under the provision so indicated. Any purported termination by either partyother than pursuant to a Notice of Termination shall not be effective.  J. “Option Plans” shall mean the Company’s stock option plans, incentiveplans, equity participation plans, or other similar plans, and any stock optionagreements or other equity award agreements used in connection therewith.  K. “Protective Period” shall mean the period that commences six monthsprior to and ends two years following the effective date of a Change of Control.  L. “Severance Payout Period” shall mean the period of [sixteen (16)months]3 [twenty (20) months]4 following the Date of Terminationof Executive, which termination is covered by Section 4 hereof.  M. “Target EV” shall mean the amount payable to Executive, which isexpressed as a percentage of Executive’s Termination Base Salary, as a bonus orincentive payment to Executive under the Company’s annual bonus or incentive programpresuming that the Company and individual performed at target under all applicableperformance criteria and objectives.  N. “Termination Base Salary” shall mean Executive’s base salary at therate in effect at the time the Notice of Termination is given or, for purposes of aChange of 3 For Messrs. Boyd, Burke, Weisgarber, Bayardoand Ms. Flato 4 For Messrs. Mayer, Maroney, Nibling, andMoore
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   Control, if a greater amount, Executive’s base salary at the rate in effectimmediately prior to the Change of Control.**3.** **Termination for Cause.**The Company may terminate Executive for Cause at any time, includingfollowing a Change of Control, upon written notice to the Executive. **4.** **Standard Severance Plan.**If Executive is terminated involuntarily (i.e., without the consent ofExecutive) by the Company for any reason other than for Cause (and such termination is not pursuantto a Change of Control) the Executive shall receive the following compensation and benefits fromthe Company: A. The Company shall pay to Executive when otherwise due Executive’s TerminationBase Salary through the Date of Termination.  B. Effective as of the Date of Termination, the Company shall pay to Executivean amount equal to [1.33]5 [1.67]6 times the sum of Executive’sTermination Base Salary plus Bonus, payable in a lump sum within thirty days followingsuch Date of Termination.  C. Effective as of the Date of Termination and in consideration of servicethrough the Date of Termination, the Company shall pay to Executive a bonus for theyear in which the Date of Termination occurred in an amount determined in good faithby the Company’s Board of Directors in accordance with the performance criteriaestablished under the Company’s incentive plan and the Company’s actual performancerelative to such criteria for such year though the Date of Termination, which amount,however, shall not be less than Target EV, and shall be pro-rated through andincluding the Date of Termination (on the basis of a 365 day year), payable in a lumpsum within thirty days following such Date of Termination.  D. Notwithstanding any provisions to the contrary in any of the Option Plans,(i) all outstanding unvested stock options of Executive shall be and become fullyvested and exercisable as to all shares of stock covered thereby, and (ii) alloutstanding shares of restricted stock, restricted stock units, performance shares andperformance units of Executive shall be and become 100% vested and all restrictionsthereon shall lapse, in each case as of the Date of Termination. 7  E. For all options granted after the Effective Date, Executive (or in the eventof his death, his estate) shall be entitled to exercise his vested options until 12months following the Date of Termination Notwithstanding the provisions of thisSection E, no option may be exercised at any time past the term of such option. 5 For Messrs. Boyd, Burke, Weisgarber, Bayardoand Ms. Flato 6 For Messrs. Mayer, Maroney, Nibling, andMoore 7 For Messrs. Mayer, Maroney, Nibling, andMoore
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 F. The Company shall provide Executive with additional benefits described inSection 6 hereof.**5.** **Change of Control Severance Plan.**In the event that during the Protective Period either (a)Executive voluntarily terminates employment for Good Reason or (b) the Company terminatesExecutive’s employment other than for Cause, the Executive shall receive the followingcompensation and benefits from the Company: A. The Company shall pay to Executive when otherwise due Termination Base Salarythrough the Date of Termination.  B. Effective as of the Date of Termination, the Company shall pay to Executive anamount equal to [two]8 [two and a half]9 times the sum ofExecutive’s Termination Base Salary plus Bonus, payable in a lump sum within thirtydays following such Date of Termination.  C. Effective as of the Date of Termination and in consideration of service throughthe Date of Termination, the Company shall pay to Executive a bonus for the year inwhich the Date of Termination occurred in an amount determined in good faith by theCompany’s Board of Directors in accordance with the performance criteria establishedunder the Company’s incentive plan and the Company’s performance relative to suchcriteria for such year though the Date of Termination, which amount, however, shall notbe less than Target EV and shall be pro-rated through and including the Date ofTermination (on the basis of a 365 day year), payable in a lump sum within thirty daysfollowing such Date of Termination.  D. Effective as of the Date of Termination, the Company shall pay to executive anamount equal to [two]10 [two and a half]11 times the amount theCompany would be required to contribute on Executive’s behalf under all qualifiedpension, nonqualified pension, profit sharing, 401(k), deferred compensation andsupplemental plans based on Executive’s Termination Base Salary and the applicablemaximum Company contribution percentages in effect as of the Date of Termination,payable in a lump sum within thirty days following such Date of Termination.  E. Effective as of the Date of Termination, Executive shall become and be fullyvested in Executive’s accrued benefits under all qualified pension, nonqualifiedpension, profit sharing, 401(k), deferred compensation and supplemental plansmaintained by the Company for Executive’s benefit, except to that the extent theacceleration of vesting of such benefits would violate any applicable law or requirethe Company to accelerate the vesting of the accrued benefits of all participants insuch plan or plans, in which case the Company shall pay Executive 8 For Messrs. Boyd, Burke, Weisgarber, Bayardoand Ms. Flato 9 For Messrs. Mayer, Maroney, Nibling, andMoore 10 For Messrs. Boyd, Burke, Weisgarber,Bayardo and Ms. Flato 11 For Messrs. Mayer, Maroney, Nibling, andMoore
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   a lump sum payment, within 30 days following the Date of Termination, in an amountequal to the present value of such unvested accrued benefits. In addition, if sucha lump sum payment is payable, the Company shall make an additional gross-up paymentto Executive in an amount such that the net amount of the lump sum payment and suchadditional gross-up payment retained by Executive, after the calculation anddeduction of all federal, state and local income tax and employment tax (includingany interest or penalties imposed with respect to such taxes) on such lump sumpayment and additional gross-up payment, and taking into account any lost or reducedtax deductions on account of such gross-up payment, shall be equal to such lump sumpayment. Such additional gross-up payment shall be made in a lump sum payment within30 days following the Date of Termination.  F. For all options granted after the Effective Date, Executive (or in the event ofhis death, his estate) shall be entitled to exercise his vested options until 12 monthsfollowing the Date of Termination. Notwithstanding the provisions of this Section F,no option may be exercised at any time past the term of such option.  G. The Company shall provide Executive with additional benefits described inSection 6 hereof.**6.** **Additional Benefits.** A. Health, Dental, Disability and Life Insurance and Benefits. Throughoutthe term of the Severance Payout Period for a termination of Executive’s employmentcovered by Section 4, or of the Change of Control Payout Period for a termination ofExecutive’s employment covered by Section 5, the Company shall provide Executive andExecutive’s eligible family members, based on the cost sharing arrangement in effectbetween Executive (or persons of similar position) and the Company on the Date ofTermination, with medical and dental health benefits and disability and life insurancecoverage and benefits at least equal to those in effect for Executive or persons ofsimilar position on the Date of Termination or, if more favorable to Executive, as ineffect generally at any time during such Severance Payout Period or Change of ControlPayout Period, as applicable. Notwithstanding the foregoing, if Executive becomesre-employed and is eligible to receive medical, dental and disability benefits undersuch successor employer’s plans, the Company’s obligations under this Section 6A shallbe reduced to the extent comparable benefits are actually received by Executive duringthe Severance Payout Period or Change of Control Payout Period, as applicable, and anysuch benefits actually received by Executive shall be promptly reported by Executive tothe Company. For the sake of clarity, Executive shall be entitled to all of theinsurance and benefits provided by this Section 6A, and such benefits shall not bemitigated, in the event that as of the Date of Termination or at any time during theSeverance Payout Period or Change of Control Payout Period, as applicable, Executive isreceiving medical, dental, health, disability or life benefits or insurance through theplans or obligations of a former employer.
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   In the event Executive is ineligible under the terms of the Company’s benefit plansor programs to be so covered as required by this Section 6A, the Company shallprovide Executive with substantially equivalent coverage through other sources orwill provide Executive with a lump sum payment in such amount that, after all taxeson that amount, shall be equal to the cost to Executive of providing Executive suchbenefit coverage. The lump sum shall be determined on a present value basis usingthe interest rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of1986, as amended (the “Code”) on the Date of Termination. In addition, if such alump sum payment is payable, the Company shall make an additional gross-up paymentto Executive in an amount such that the net amount of the lump sums payment and suchadditional gross-up payment retained by Executive, after the calculation anddeduction of all federal, state and local income tax and employment tax (includingany interest or penalties imposed with respect to such taxes) on such lump sumpayment and additional gross-up payment, and taking into account any lost or reducedtax deductions on account of such gross-up payment, shall be equal to such lump sumpayment. Such additional gross-up payment shall be made in a lump sum paymentwithin 30 days following the Date of Termination. B. Automobile Allowance. The Company shall provide Executive with a lumpsum payment, in lieu of an automobile allowance, equal to the monthly car allowance ineffect on the date of the Date of Termination, multiplied by the number of monthscomprising the Severance Payout Period or Change of Control Payout Period, asapplicable. Such lump sum payment shall be made within 30 days following the Date ofTermination.**7.** **Accelerated Vesting of Certain Equity Awards Upon a Change of Control.**   Notwithstanding any provisions to the contrary in any of the Option Plans, upon a Change ofControl (i) all outstanding unvested stock options of Executive shall be and become fullyvested and exercisable as to all shares of stock covered thereby, and (ii) all outstandingshares of restricted stock, restricted stock units, performance shares and performance unitsof Executive shall be and become 100% vested and all restrictions thereon shall lapse, ineach case as of the Change of Control. **8.** **Excise Taxes and Gross-Up Payments.****12** A. If any payment or benefit received or to be received by Executive in connectionwith a change in control of the Company or termination of Executive’s employment(whether payable pursuant to the terms of this Agreement, a stock option plan or anyother plan or arrangement with the Company) (the “Total Payments”) will be subject tothe excise tax imposed by Section 4999 of the Code, (the “Excise Tax”), then Executiveshall be entitled to receive from the Company an additional payment (the “Gross-UpPayment”) in an amount such 12 For Messrs. Mayer, Maroney, Nibling, andMoore.
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   that the net amount of the Total Payments and the Gross-Up Payment retained byExecutive after the calculation and deduction of all Excise Taxes (including anyinterest or penalties imposed with respect to such taxes) on the Total Payments andall federal, state and local income tax, employment tax and Excise Tax (includingany interest or penalties imposed with respect to such taxes) on the Gross-UpPayments provided for in this Section 8, and taking into account any lost or reducedtax deductions on account of the Gross-Up Payments, shall be equal to the TotalPayments.  B. All determinations required to be made under this Section 8, including whetherand when the Gross-Up Payments are required and the amount of such Gross-Up Payments,and the assumptions to be utilized in arriving at such determinations (consistent withthe provisions of the Section 8), shall be made by the Company’s independent certifiedpublic accountants (the “Accountants”). The Accountants shall provide Executive andthe Company with detailed supporting calculations with respect to such Gross-UpPayments within fifteen (15) business days of the receipt of notice from Executive orthe Company that Executive has received or will receive a Total Payments. In the eventthat the Accountants are also serving as accountant or auditor for the individual,entity or group effecting the Change of Control, Executive shall appoint anothernationally recognized public accounting firm to make the determinations requiredhereunder (which accounting firm shall then be referred to as the Accountantshereunder). All fees and expenses of the Accountants shall be borne solely by theCompany. All determinations by the Accountants shall be binding upon the Company andExecutive.  C. For the purposes of determining whether any of the Total Payments will besubject to the Excise Tax and the amount of such Excise Tax, such Total Payments willbe treated as “parachute payments” within the meaning of Section 280G of the Code, andall “parachute payments” in excess of the “base amount” (as defined under Section280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless andexcept to the extent that in the opinion of the Accountants such payment (in whole orin part) either do not constitute “parachute payments” or represent reasonablecompensation for services actually rendered (within the meaning of Section 280G(b)(4)of the Code) in excess of the “base amount” or such “parachute payments” are otherwisenot subject to such Excise Tax. For purposes of determining the amount of the Gross-UpPayments, Executive shall be deemed to pay federal income taxes at the highestapplicable marginal rate of federal income taxation for the calendar year in which theGross-Up Payments are to be made and to pay any applicable state and local income taxesat the highest applicable marginal rate of taxation for the calendar year in which theGross-Up Payments are to be made, net of the maximum reduction in federal income taxesthat could be obtained from the deduction of such state or local taxes if paid if suchyear (determined without regard to limitations on deductions based upon the amount ofExecutive’s adjusted gross income); and to have otherwise allowable deductions forfederal, state and local income tax
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   purposes at least equal to those disallowed because of the inclusion of the Gross-UpPayments in Executive’s adjusted gross income.  D. To the extent practicable, any Gross-Up Payments shall be paid by the Companyat the time Executive is entitled to receive the Total Payments and in no event willany Gross-Up Payments be paid later than thirty (30) days after the receipt byExecutive of the Accountant’s determination. As a result of uncertainty in theapplication of Section 4999 of the Code at the time of the initial determination by theAccountants hereunder, it is possible that the Gross-Up Payments made will have been anamount less than the Company should have paid pursuant to this Section 8 (the“Underpayment”). In the event that the Company exhausts its remedies pursuant toSection 8 and Executive is required to make a payment of any Excise Tax, theUnderpayment shall be promptly paid by the Company to or for Executive’s benefit.  E. Executive shall notify the Company in writing of any claim by the InternalRevenue Service that, if successful, would require the payment by the Company of theGross-Up Payments. Such notification shall be given as soon as practicable afterExecutive is informed in writing of such claim and shall apprise the Company of thenature of such claim and the date on which such claim is requested to be paid.Executive shall not pay such claim prior to the expiration of the thirty (30) dayperiod following the date on which Executive gives such notice to the Company (or suchshorter period ending on the date that any payment of taxes, interest and/or penaltieswith respect to such claim is due). If the Corporation notifies Executive in writingprior to the expiration of such thirty (30) day period that it desires to contest suchclaim, Executive shall: (i) give the Company any information reasonably requested by theCompany relating to such claim  (ii) take such action in connection with contesting such claim asthe Company shall reasonably request in writing from time to time, including,without limitation, accepting legal representation with respect to such claimby an attorney reasonably selected by the Company;  (iii) cooperate with the Company in good faith in order toeffectively contest such claim; and  (iv) permit the Company to participate in any proceedings relatingto such claims; provided, however, that the Company shall bear and pay directlyall costs and expenses (including additional interest and penalties) incurredin connection with such contest and shall indemnify Executive for, advanceexpenses to Executive for, defend Executive against and hold Executive harmlessfrom, on an after-tax basis, any Excise Tax or income tax (including interestand penalties with respect thereto) imposed as a result of such representationand payment of all related costs and
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   expenses. Without limiting the foregoing provisions of this Section 8, theCompany shall control all proceedings taken in connection with such contestand, at its sole option, may pursue or forego any and all administrativeappeals, proceedings, hearings and conferences with the taxing authority inrespect of such claim and may, at its sole option, either direct Executiveto pay the tax claimed and sue for a refund or contest the claim in anypermissible manner, and Executive agrees to prosecute such contest to adetermination before any administrative tribunal, in a court of initialjurisdiction and in one or more appellate courts, as the Company shalldetermine; provided, however, that if the Company directs Executive to paysuch claim and sue for a refund, the Company shall advance the amount ofsuch payment to Executive, on an interest-free basis, and shall indemnifyExecutive for, advance expenses to Executive for, defend Executive againstand hold Executive harmless from, on an after-tax basis, any Excise Tax orincome tax (including interest or penalties with respect thereto) imposedwith respect to such advance or with respect to any imputed income withrespect to such advance (including as a result of any forgiveness by theCompany of such advance); provided, further, that any extension of thestatute of limitations relating to the payment of taxes for the taxable yearof Executive with respect to which such contested amount is claimed to bedue is limited solely to such contested amount. Furthermore, the Company’scontrol of the contest shall be limited to issues with respect to which aGross-Up Payments would be payable hereunder and Executive shall be entitledto settle or contest, as the case may be, any other issue raised by theInternal Revenue Service or any other taxing authority. F. The Gross-Up Payments shall be paid to Executive during Executive’semployment, or following the termination of Executive’s employment, as determinedunder the foregoing provisions; provided, however, such benefits and payments shallbe paid not later than fifteenth day of the third month following the later of theend of the taxable year of Executive in which Executive’s Date of Termination occurs,or the end of the taxable year of the Company (or any successor thereto) in whichsuch Executive’s Date of Termination occurs.**9.** **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 6A,shall the amount of any payment or benefit provided for in this Agreement be reduced by anycompensation earned or benefit received by Executive as the result of employment by anotheremployer or self-employment, by retirement benefits, by offset against any amount claimed tobe owed by Executive to the Company or otherwise. **10.** **Successor Agreement.**
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  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 expressly assume this Agreement and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform if no successionhad taken place. All references herein to the Company shall include the Successor entity.Failure of the successor entity to so assume shall constitute a breach of this Agreement andentitle Executive to the benefits hereunder as if triggered by a termination not for goodcause. **11.** **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, advancement or defense. Such agreement bythe Company shall not be deemed to impair any other obligation of the Company respectingExecutive’s indemnification or defense otherwise arising out of this or any other agreementor promise of the Company under any statute. **12.** **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.       The Company: Executive:       Complete Production Services, Inc.                                           11700 Old Katy Road, Suite 300                                           Houston, Texas 77079                                           Attn: Chief Executive Officer    with a copy to General Counsel  **13.** **Dispute Resolution.**
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  If any dispute arises out of this Agreement, the “complaining party” shall give the “otherparty” written notice of such dispute. The other party shall have ten (10) business days toresolve the dispute to the complaining party’s satisfaction. If the dispute is not resolvedby the end of such period, the complaining party may by written notice (the “Notice”) demandarbitration of the dispute as set out below, and each party hereto expressly agrees tosubmit to, and be bound by, such arbitration. A. The Company will, within ten (10) business days of the Notice, appoint a singlearbitrator. The arbitrator will set the rules and timing of the arbitration, but willgenerally follow the rules of the American Arbitration Association and this Agreementwhere same are applicable and shall provide for written fact findings.  B. The arbitration hearing will in no event take place more than ninety (90) daysafter the appointment of the arbitrator.  C. The arbitration will take place in Houston, Texas unless otherwise unanimouslyagreed to by the parties.  D. The results of the arbitration and the decision of the arbitrators will befinal and binding on the parties and each party agrees and acknowledges that theseresults shall be enforceable in a court of law.**14.** **Governing Law.**   This Agreement will be governed by and construed in accordance with the internal substantivelaws, and not the choice of law rules, of the State of Texas.**15.** **Compliance With Internal Revenue Code Section 409A.** A. Notwithstanding anything herein to the contrary, all lump sum payments andgross up payments to be made pursuant to this Agreement shall be paid not later thanthe fifteenth day of the third month following the later of the end of the taxable yearof Executive in which Executive’s Date of Termination occurs, or the end of the taxableyear of the Company (or any successor thereto) in which such Date of Terminationoccurs.  B. This Agreement is not intended to provide for any deferral of compensationsubject to Code Section 409A and, accordingly, the benefits provided pursuant to thisAgreement are intended to be paid not later than the later of: (i) the fifteenth dayof the third month following Executive’s first taxable year in which such benefit is nolonger subject to a substantial risk of forfeiture, and (ii) the fifteenth day of thethird month following the first taxable year of the Company in which such benefit is nolonger subject to a substantial risk of forfeiture, as determined in accordance withCode Section 409A and any Treasury Regulations and other
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   guidance issued thereunder. The date determined under this subsection is referredto as the “Short-Term Deferral Date.”  C. Notwithstanding anything to the contrary herein, in the event that any benefitsprovided pursuant to this Agreement are not actually or constructively received by theExecutive on or before the Short-Term Deferral Date, to the extent such benefitconstitutes a deferral of compensation subject to Code Section 409A, then: (i) subjectto clause (ii), such benefit shall be paid upon Executive’s separation from servicewithin the meaning of Section 409A(a)(2)(A)(i) of the Code, and any other TreasuryRegulations and other guidance thereunder (“Separation from Service”) with respect tothe Company and its affiliates, and (ii) if Executive is a “specified employee,” asdefined in Code Section 409A(a)(2)(B)(i), with respect to the Company and itsaffiliates, such benefit shall be paid upon the date which is six months after the dateof Executive’s Separation from Service (or, if earlier, the date of Executive’s death).In the event that any benefit provided for in this Agreement is subject to thissubsection, such benefit shall be paid on the sixtieth day following the payment datedetermined under this subsection, and shall be made subject to the requirements ofSections 4 and 5, as applicable.**16.** **Non-Disparage, Non-Compete and Non-Solicitation Covenants; General Release.** A. Non-Disparage. As an additional inducement for the Company to enterinto this Agreement, Executive agrees that Executive shall refrain throughout theterm of this Agreement, and throughout the Severance Payout Period or the Change ofControl Payout Period, as applicable, from publishing any oral or written statementsabout Company, any of its affiliates or any of Company’s or such affiliates’directors, officers, employees, consultants, agents or representatives that (a) areslanderous, libelous or defamatory, (b) disclose private information about orconfidential information of Company, any of its affiliates or any of Company’s or anysuch affiliates’ business affairs, directors, officers, employees, consultants,agents or representatives, or (c) place Company, any of its affiliates, or any ofCompany’s or any such affiliates’ directors, officers, employees, consultants, agentsor representatives in a false light before the public. A violation or threatenedviolation of this prohibition may be enjoined by the courts. The rights affordedCompany and its affiliates under this provision are in addition to any and all rightsand remedies otherwise afforded by law.  B. Non-Solicitation. As an additional inducement for the Company toenter into this Agreement, Executive agrees that throughout the Severance PayoutPeriod or the Change of Control Payout Period, as applicable, Executive shall not,directly or indirectly knowingly induce any person in the employment of the Companyto (A) terminate such employment, or (B) accept employment, or enter into anyconsulting arrangement, with anyone other than the Company.
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 C. Non-Competition. As an inducement for the Company to enter intothis Agreement, Executive agrees throughout the Severance Payout Period or the Changeof Control Payout Period, as applicable, Executive shall not, anywhere in the world,directly or indirectly (i) engage without the prior express written consent of theCompany, in any business or activity, whether as an employee, consultant, partner,principal, agent, representative, stockholder (except as a holder of less than 2% ofthe combined voting power of the outstanding stock of a publicly held company) or inany other individual, corporate or representative capacity, or render any services orprovide any advice to any business, activity, person or entity, if Executive knows orreasonably should know that such business, activity, service, person or entity,directly or indirectly, competes in any material manner with the Business, or (ii)meaningfully assist, help or otherwise support, without the prior express writtenconsent of the Company, any person, business, corporation, partnership or otherentity or activity, whether as an employee, consultant, partner, principal, agent,representative, stockholder (other than in the capacity as a stockholder of less than2% of the combined voting power of the outstanding shares of stock of a publicly heldcompany) or in any other individual, corporate or representative capacity, to create,commence or otherwise initiate, or to develop, enhance or otherwise further, anybusiness or activity if Executive knows or reasonably should know that such businessor activity, directly or indirectly competes in any material manner with theBusiness. For purposes of this Section 16(C), the term “Business” shall refer to thebusiness of the Company as presently conducted or as conducted on the Date ofTermination.  D. General Release. As an additional inducement for the Company toenter into this Agreement, and as a condition to payment and provision of benefitsunder this Agreement to Executive or Executive’s estate, Executive agrees thatExecutive (or Executive’s trust or estate, as applicable) shall execute and deliverand not revoke within any revocation period required by law, a general release ofclaims in favor of the Company and its employees, directors, agents and affiliates ina form acceptable to the Company in its sole and absolute discretion.  E. Reasonable Restrictions. Executive acknowledges that theserestrictions shall not prevent or unduly restrict Executive from practicing hisprofession, or cause him economic hardship. Executive represents that he (i) isfamiliar with the foregoing covenants not to compete and not to solicit, and (ii) isfully aware of his obligations hereunder, including, without limitation, thereasonableness of the length of time, scope and geographic coverage of thesecovenants.**17.** **Cooperation**   During Executive’s employment with the Company and thereafter, Executive agrees to cooperatewith the Company and its agents, accountants and attorneys concerning any matter with whichExecutive was involved during his employment. Such cooperation shall include, but not belimited to, providing information to, meeting with and reviewing
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  documents provided by the Company and its agents, accountants and attorneys during normalbusiness hours or other mutually agreeable hours upon reasonable notice and to make himselfavailable for depositions and hearings, if necessary and upon reasonable notice. IfExecutive’s cooperation is required after the termination of Executive’s employment, theCompany shall reimburse Executive for any reasonable out of pocket expenses incurred inperforming his obligations hereunder.**18.** **Entire Agreement; No Oral Modifications.**     This Agreement sets forth the entire agreement of the parties hereto in respect of the subjectmatter contained herein and supersedes all prior agreements, promises, covenants, arrangements,communications, representations or warranties, whether oral or written, by any officer, employee orrepresentative of any party hereto in respect of the subject matter contained herein. No provisionof this Agreement may be modified, waived or discharged unless such waiver, modification ordischarge is agreed to in writing and signed by Executive and such officer as may be designated bythe Board. No waiver by either party hereto at any time of any breach by the other party hereto ofor compliance with, any condition or provision of this Agreement to be performed by such otherparty shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or atany prior or subsequent time.
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     **IN WITNESS WHEREOF,**the Company and the Executive have executed this Agreement to be effectivethe date first above written.       **EXECUTIVE**   **COMPLETE PRODUCTION SERVICES, INC.,**a Delaware corporation           By               Joseph C. Winkler      Chief Executive Officer           And               James F. Maroney, III      Vice President, Secretary and General Counsel
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