exv10w1






Exhibit 10.1




RETIREMENT AGREEMENT




     This Retirement Agreement (this “Agreement”) is entered into effective as of October
7, 2008 (the “Effective Date”) by and between Complete Production Services, Inc., a
Delaware corporation (the “Company”), and J. Michael Mayer (“Executive”).


WHEREAS, Executive has been a valued employee of the Company and is presently serving as Senior
Vice President and Chief Financial Officer of the Company; and



WHEREAS, Executive is retiring from the Company and is resigning from his positions with the
Company and each of its subsidiaries and other affiliates; and



WHEREAS, the Company and Executive are parties to that certain Indemnification Agreement, dated
effective September 29, 2005 (the “Indemnification Agreement”), and that certain Executive
Agreement, dated effective as of November 13, 2006 (the “Executive Agreement”); and



WHEREAS, the Company and Executive desire to provide for the terms and conditions of Executive’s
retirement and cooperation and transition services following retirement and the termination of the
Executive Agreement.



In consideration of Executive’s past and future employment as an executive officer with the Company
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Executive agree as follows:



1. Retirement; Termination of Executive Agreement.





	 	A.	 	Executive agrees to continue in employment with the Company until October 15,
2008 (the “Retirement Date”).
	 
	 	B.	 	Executive hereby resigns as Senior Vice President and Chief Financial Officer
of the Company and as an employee of the Company, and from all other positions held as
an employee, officer, or director of the Company or any subsidiary of the Company and
from membership on all committees relating to the Company or any subsidiary of the
Company, effective as of the Retirement Date.
	 
	 	C.	 	The Executive Agreement, and any and all of the rights, obligations and
liabilities of the Company and Executive under the Executive Agreement, are hereby
terminated and cancelled, effective as of the Effective Date, and the Executive
Agreement shall be null and void and of no further force and effect as of the Effective
Date.




2. Post-Retirement Cooperation and Transition Services.





	 	A.	 	Executive agrees to cooperate and provide certain transition services to the
Company during the period commencing on the Retirement Date and ending on 




 









 






	 	 	 	March 15, 2009 (the “Transition Period”). Executive shall render such cooperation and
transition services personally and as an independent contractor to the Company and, on
and after the Retirement Date, Executive shall not be an employee of the Company or any
subsidiary or affiliate of the Company. Executive shall render such cooperation and
transition consulting services (the “Transition Services”) on such matters as
are reasonably requested by the Chief Executive Officer of the Company, including,
without limitation, the transition of Executive’s former responsibilities as Senior
Vice President and Chief Financial Officer to his successor, including with respect to
his successor’s preparation of, and his successor’s certification with respect to, the
Company’s filings with the Securities and Exchange Commission (and Executive shall
provide such certifications to his successor as are reasonably requested by his
successor in connection therewith). In performing the Transition Services, Executive
shall not act in an executive officer or officer capacity and shall not have any of the
powers or authority of an executive officer or officer of the Company or any of its
subsidiaries or affiliates.
	 
	 	B.	 	Executive shall render the Transition Services at the current principal place
of business of the Company in Houston, Texas, or at such other location as is mutually
agreeable to the Company and Executive. Executive shall render the Transition Services
in such manner, and at such times during normal business hours, as are reasonably
determined by the Chief Executive Officer of the Company, provided, that, during the
Transition Period, Executive shall not be required to, and shall not, render Transition
Services greater than twenty percent (20%) of the average level of services performed
by Executive during the 36-month period immediately preceding the Retirement Date (or
the full period of services to the Company and its subsidiaries if Executive has been
providing services to the Company and its subsidiaries less than 36 months), as
determined under Treasury Regulation Section 1.409A-1(h)(1)(ii). The Chief Executive
Officer or other officer of the Company shall communicate to Executive from time to
time the matters on which Executive shall consult, and the locations at which and the
times during which Executive shall render the Transition Services.
	 
	 	C.	 	The Executive shall receive no additional consideration for the Transition
Services, other than the amounts payable under this Agreement.
	 
	 	D.	 	Executive’s obligation to perform the Transition Services for the Company as
described herein shall terminate on the last day of the Transition Period and Executive
shall have no further obligation to render Transition Services to the Company after the
last day of the Transition Period.




3. Pro-Rated Bonus; Retirement Benefit.





	 	A.	 	Subject to Executive’s satisfaction of the covenants in Sections 1, 2, 13 and
14, and subject to Section 13D, the Company shall pay a pro-rated bonus (the
“Pro-Rated Bonus”) to Executive in respect to the Company’s fiscal year ending
December 31, 2008. The Pro-Rated Bonus shall be in an amount equal to: (1) the





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	 	 	 	greater of (A) $259,250, and (B) the annual bonus that Executive would have earned in
respect of the Company’s fiscal year ending December 31, 2008 under the Company’s 2008
Management Incentive Plan, as determined by the Compensation Committee (the
“Compensation Committee”) of the Board of Directors of the Company, based on
the Company’s results for such fiscal year (such determination to be made not later
than the last day of February of 2009), multiplied by (2) a proration factor of 288
days, divided by 365 days. The Pro-Rated Bonus shall be paid to Executive in a lump
sum cash payment on April 16, 2009 (or within five days thereafter); provided, however,
that, in the event of Executive’s death on or after the Retirement Date and prior to
such payment, the Pro-Rated Bonus shall be paid to Executive’s estate within five days
after Executive’s death (or, if later, within five days after the annual bonus
determination by the Compensation Committee in accordance with clause (B) above).
	 
	 	B.	 	Subject to Executive’s satisfaction of the covenants in Sections 1, 2, 13 and
14, and subject to Section 13D, the Company shall pay a retirement benefit (the
“Retirement Benefit”) to Executive in the amount of $1,066,771. The Retirement
Benefit shall be paid to Executive in a lump sum cash payment on April 16, 2009 (or
within five days thereafter); provided, however, that, in the event of Executive’s
death on or after the Retirement Date and prior to April 16, 2009, the Retirement
Benefit shall be paid to Executive’s estate on the date of Executive’s death (or within
five days thereafter).
	 
	 	C.	 	Executive’s retirement and resignation shall constitute a “separation from
service,” as defined in Treasury Regulation Section 1.409A-1(h), as of the Retirement
Date.
	 
	 	D.	 	In the event that, as of the date of Executive’s “separation from service,” as
defined in Treasury Regulation Section 1.409A-1(h), Executive shall be a “specified
employee,” as defined in Treasury Regulation Section 1.409A-1(i), to the extent that
the Pro-Rated Bonus and the Retirement Benefit are subject to, and not exempt from,
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and
the Treasury Regulations promulgated thereunder, such amounts shall be paid not earlier
than (1) six months after the date of Executive’s “separation from service,” or (2) the
date of Executive’s death, as required in accordance with Section 409A(a)(2)(B)(i) of
the Code and Treasury Regulation Section 1.409A-3(i)(2).




4. Equity Awards.





	 	A.	 	Subject to Section 13D, notwithstanding any provisions to the contrary in any
of the Equity Plans (as defined below), (1) all outstanding unvested stock options of
Executive granted under the Equity Plans as of the Effective Date shall be and become
fully vested and exercisable as to all shares of stock covered thereby, and (2) all
outstanding shares of restricted stock of Executive granted under the Equity
Plans as of the Effective Date shall be and become 100% vested and all restrictions thereon
shall lapse, in each case as of the Retirement Date.





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	 	B.	 	Subject to Section 13D, for all outstanding options granted by the Company
under the Equity Plans to Executive after November 13, 2006, Executive (or in the event
of his death, his estate) shall be entitled to exercise his vested options until
October 15, 2009, representing an extension to twelve (12) months following the
Retirement Date. Notwithstanding the provisions of this Section 4B, no option may be
exercised at any time past the term of such option. The exercise period for all
outstanding options granted by the Company under the Equity Plans to Executive on or
before November 13, 2006 shall not be so extended and such exercise period shall expire
three months after the Retirement Date as specified in the option agreement for such
options.
	 
	 	C.	 	Exhibit A attached hereto sets forth (1) all outstanding stock options
of Executive granted under the Equity Plans as of the Effective Date and (2) all of the
outstanding shares of restricted stock of Executive granted under the Equity Plans as
of the Effective Date.
	 
	 	D.	 	For purposes of this Section 4, “Equity Plans” shall mean the Company’s
stock equity plans, incentive plans, equity participation plans, or other similar
plans, and any stock option agreements or other equity award agreements used in
connection therewith.




5. Health, Dental and Vision Benefits; Vacation Benefits; Expense Reimbursements





	 	A.	 	Subject to Executive’s satisfaction of the covenants in Sections 1, 2, 13 and
14, during the period commencing on the Retirement Date and ending on June 15, 2010
(the “Benefits Continuation Period”), the Company shall provide Executive and
Executive’s eligible family members with medical, dental and vision health benefits
coverage at least equal to those in effect for Executive or persons of similar position
on the Retirement Date or, if more favorable to Executive, as in effect generally at
any time during such Benefits Continuation Period, subject to Executive’s payment to
the Company of a monthly amount equal to the “applicable premium” for such benefits
coverage, as determined under Section 4980B of the Code (“COBRA”). Such
monthly payments shall be made on the Retirement Date and on the fifteenth day of each
calendar month thereafter during the Benefits Continuation Period.
	 
	 	B.	 	Subject to Executive’s satisfaction of the covenants in Sections 1, 2, 13 and
14, in the event Executive is ineligible under the terms of the Company’s medical,
dental and vision benefit plans to be so covered as required by this Section 5, the
Company shall provide Executive with substantially equivalent coverage through other
sources, subject to Executive’s payment to the Company of a monthly amount equal to the
“applicable premium” for such coverage, as determined under COBRA.




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	 	C.	 	On the Retirement Date, Executive shall be entitled to receive payment of
Executive’s accrued unused vacation benefits under the Company’s vacation benefits
policy. As of the Effective Date, Executive had eight (8) days of accrued, unused
vacation benefits under the Company’s vacation policy.
	 
	 	D.	 	Executive shall be entitled to receive reimbursement for all properly
documented business expenses incurred by Executive prior to the Retirement Date.
Executive agrees to submit proper documentation to the Company of all such expenses no
later than ten (10) days after the Retirement Date. The Company shall provide
reimbursement within thirty (30) days of receipt of Executive’s properly documented
business expenses in accordance with the Company’s business expense reimbursement
policies and in all event such reimbursements shall be made in compliance with Treasury
Regulation Section 1.409A-3(i)(1)(iv).




6. Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in
this Agreement by seeking other employment or otherwise nor shall the amount of any payment or
benefit provided for in this Agreement be reduced by any compensation earned or benefit received by
Executive as the result of employment by another employer or self-employment, by retirement
benefits, by offset against any amount claimed to be owed by Executive to the Company or otherwise.



7. 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 the Company to expressly assume this Agreement and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no succession
had taken place. All references herein to the Company shall include the successor entity.



8. Indemnity; Directors and Officers Liability Insurance.





	 	A.	 	The Indemnification Agreement shall remain in full force and effect, subject to
the terms and conditions thereof.
	 
	 	B.	 	In any situation where under applicable law the Company has the power to
indemnify, advance expenses 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 of Executive’s activities as an agent,
employee, officer or director of the Company, including any Transition Services
performed by Executive during the Transition Period in accordance with the terms of
this Agreement, or in any other capacity on behalf of or at the request of the
Company, then the Company shall promptly on written request, indemnify Executive,
advance expenses (including attorney’s fees) 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 all such actions as the Company
may, under applicable law, be permitted to have the discretion to take so as to
effectuate such indemnification, advancement or defense. Such agreement by the
Company shall not be deemed to impair any 




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	 	 	 	other obligation of the Company respecting
Executive’s indemnification or defense otherwise arising out of this or any other
agreement or promise of the Company under any statute.






	 	C.	 	In the event that the Compensation Committee approves that retired directors
and executive officers receive directors and officers’ liability insurance when they
retire from the Company, and that the premiums for such insurance are to be paid by the
Company, then Executive shall be provided with directors and officers’ liability
insurance on and after the Retirement Date to the extent such insurance is so approved
by the Compensation Committee for retired executive officers.
	 
	 	D.	 	Such indemnification and liability insurance shall be provided in a manner that
complies with the exemption under Treasury Regulation Section 1.409A-1(b)(10).




9. Notice. For the purpose of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and delivered by United States certified or registered mail
(return receipt requested, postage prepaid) or by courier guaranteeing overnight delivery or by
hand delivery (with signed receipt required), addressed to the respective addresses set forth
below, and such notice or communication shall be deemed to have been duly given two days after
deposit in the mail, one day after deposit with such overnight carrier or upon delivery with hand
delivery. The addresses set forth below may be changed by a writing in accordance herewith.




	 	 	 	 	 	 	 	 	 
	 

	 	The Company:
	 	 
	 	Executive:
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Complete Production Services, Inc.

11700 Katy Freeway, Suite 300

Houston, Texas 77079

Attn: Chief Executive Officer

with a copy to General Counsel
	 	 	 	J. Michael Mayer	 	 





10. Dispute Resolution. If any dispute arises out of this Agreement, the “complaining party”
shall give the “other party” written notice of such dispute. The other party shall have ten (10)
business
days to resolve the dispute to the complaining party’s satisfaction. If the dispute is not
resolved by the end of such period, the complaining party may by written notice (the
“Notice”) demand arbitration of the dispute as set out below, and each party hereto
expressly agrees to submit to, and be bound by, such arbitration.





	 	A.	 	The Company will, within ten (10) business days of the Notice, appoint a single
arbitrator. The arbitrator will set the rules and timing of the arbitration, but will
generally follow the rules of the American Arbitration Association and this Agreement
where same are applicable and shall provide for written fact findings.
	 
	 	B.	 	The arbitration hearing will in no event take place more than ninety (90) days
after the appointment of the arbitrator.
	 
	 	C.	 	The arbitration will take place in Houston, Texas unless otherwise unanimously
agreed to by the parties.





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	 	D.	 	The results of the arbitration and the decision of the arbitrators will be
final and binding on the parties and each party agrees and acknowledges that these
results shall be enforceable in a court of law.




11. Governing Law. This Agreement will be governed by and construed in accordance with the
internal substantive laws, and not the choice of law rules, of the State of Texas.



12. Section 409A of the Code. This Agreement shall be interpreted in accordance with the
applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury
Regulations thereunder. To the extent the payments and benefits under this Agreement are subject
to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a
manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the
Treasury Regulations thereunder (subject to the transitional relief thereunder). If the Company
and Executive determine that any compensation, benefits or other payments that are payable under
this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not
comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable
authority issued by the Internal Revenue Service, the Company and Executive agree to amend this
Agreement, or take such other actions as the Company and Executive deem reasonably necessary or
appropriate, to comply with the requirements of Section 409A of the Code, the Treasury Regulations
thereunder and other applicable authority issued by the Internal Revenue Service and to maintain as
nearly as possible the economic terms of this Agreement.



13. Non-Disparage, Non-Compete and Non-Solicitation Covenants;
General Release.





	 	A.	 	Non-Disparage. As an additional inducement for the Company to enter
into this Agreement, Executive agrees that Executive shall refrain from the Effective
Date to the Retirement Date, and throughout the Benefits Continuation Period, from
publishing any oral or written statements about Company, any of its affiliates or
any of Company’s or such affiliates’ directors, officers, employees, consultants,
agents or representatives that (1) are slanderous, libelous or defamatory, (2)
disclose private information about or confidential information of Company, any of
its affiliates or any of Company’s or any such affiliates’ business affairs,
directors, officers, employees, consultants, agents or representatives, or (3) place
Company, any of its affiliates, or any of Company’s or any such affiliates’
directors, officers, employees, consultants, agents or representatives in a false
light before the public. A violation or threatened violation of this prohibition
may be enjoined by the courts. The rights afforded Company and its affiliates under
this provision are in addition to any and all rights and remedies otherwise afforded
by law. Notwithstanding the foregoing, nothing in this Agreement shall prohibit
Executive (or Executive’s trust or estate, as applicable) from taking any action or
pursing any remedies permitted by applicable law to preserve and enforce any of his
(or its) rights under this Agreement and the Indemnification Agreement, including
seeking arbitration under the terms of this Agreement.




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	 	B.	 	Non-Solicitation. As an additional inducement for the Company to enter
into this Agreement, Executive agrees that from the Effective Date to the Retirement
Date, and throughout the Benefits Continuation Period, Executive shall not, directly or
indirectly knowingly induce any person in the employment of the Company or any
subsidiary or affiliate of the Company to (1) terminate such employment, or (2) accept
employment, or enter into any consulting arrangement, with anyone other than the
Company.






	 	C.	 	Non-Competition. As an inducement for the Company to enter into this
Agreement, Executive agrees from the Effective Date to the Retirement Date, and
throughout the Benefits Continuation Period, Executive shall not, anywhere in the
world, directly or indirectly (1) engage without the prior express written consent of
the Company, in any business or activity, whether as an employee, consultant, partner,
principal, agent, representative, stockholder (except as a holder of less than 2% of
the combined voting power of the outstanding stock of a publicly held company) or in
any other individual, corporate or representative capacity, or render any services or
provide any advice to any business, activity, person or entity, if Executive knows or
reasonably should know that such business, activity, service, person or entity,
directly or indirectly, competes with the Business in manner that is not immaterial, or
(2) meaningfully assist, help or otherwise support, without the prior express written
consent of the Company, any person, business, corporation, partnership or other entity
or activity, whether as an employee, consultant, partner, principal, agent,
representative, stockholder (other than in the capacity as a stockholder of less than
2% of the combined voting power of the outstanding shares of stock of a publicly held
company) or in any other individual, corporate or representative capacity, to create,
commence or otherwise initiate, or to develop, enhance or otherwise further, any
business or activity if Executive knows or reasonably should know that such business or
activity, directly or indirectly competes with the Business in a manner that is not
immaterial. For purposes of this Section 13C, the term “Business” shall refer
to the business of the Company and its subsidiaries as presently conducted or as
conducted on the Retirement Date.






	 	D.	 	General Release. As an additional inducement for the Company to enter
into this Agreement, and as a condition to payment and provision of benefits under this
Agreement to Executive or Executive’s estate, Executive agrees that Executive (or
Executive’s trust or estate, as applicable) shall execute and deliver and not revoke
within any revocation period required by law, a Receipt and General Release, Waiver of
Employment and Confidentiality Agreement (the “General Release Agreement”), in
substantially the form attached hereto as Exhibit B. Notwithstanding the
foregoing, nothing in this Agreement shall prohibit Executive (or Executive’s trust or
estate, as applicable) from taking any action or pursing any remedies permitted by
applicable law to preserve and enforce any of his (or its) rights under this Agreement
and the Indemnification Agreement, including seeking arbitration under the terms of
this Agreement. Executive shall provide the Company, on or after the Retirement Date
and within 21 days (or such longer period as is required by applicable law) after
Executive’s receipt from the Company of an executable copy of such General Release
Agreement, the foregoing General Release Agreement executed by Executive.




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	 	E.	 	Reasonable Restrictions. Executive acknowledges that these
restrictions shall not prevent or unduly restrict Executive from practicing his
profession, or cause him economic hardship. Executive represents that he (1) is
familiar with the foregoing covenants not to compete and not to solicit, and (2) is
fully aware of his obligations hereunder, including, without limitation, the
reasonableness of the length of time, scope and geographic coverage of these covenants.




14. Cooperation. During Executive’s employment with the Company, throughout the Benefit
Continuation Period and thereafter, Executive agrees to cooperate with the Company and its agents,
accountants and attorneys concerning any matter with which Executive was involved during his
employment or during the Transition Period. Such cooperation shall include, but not be limited to,
providing information to, meeting with and reviewing documents provided by the Company and its
agents, accountants and attorneys during normal business hours or other mutually agreeable hours
upon reasonable notice and to make himself available for depositions and hearings, if necessary and
upon reasonable notice. If Executive’s cooperation is required after the termination of
Executive’s employment and the Transition Period, the Company shall reimburse Executive for any
reasonable out of pocket expenses incurred in performing his obligations hereunder and compensate
Executive at reasonable rate of compensation, mutually agreeable to the Company and Executive, for
the services rendered by Executive with respect to such cooperation.



15. Entire Agreement; No Oral Modifications. This Agreement and the Indemnification Agreement
sets forth the entire agreement of the parties hereto in respect of the subject matter contained
herein and supersedes
all prior agreements, promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative of any party hereto
in respect of the subject matter contained herein. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to in writing and
signed by Executive and such officer as may be designated by the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent time.



16. Withholding and Taxes. All amounts required to be paid by the Company hereunder shall be
subject to any and all applicable withholdings, including any withholdings for any related federal,
state or local taxes. Executive shall be responsible for any and all income taxes or other taxes
incurred by Executive as a result of his receipt of any compensation received from the Company
pursuant to the terms of this Agreement.




[signature page follows]




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17. No Right to Employment. Nothing in this Agreement shall confer on Executive any right with
respect to continuation of employment with the Company or any subsidiary or affiliate of the
Company, nor interfere with the right of the Company or any subsidiary or affiliate of the Company
to terminate Executive’s employment at any time, with or without cause or notice.




     IN WITNESS WHEREOF, the parties have entered into this Retirement Agreement as of the date
first set forth above.



	 	 	 	 	 
	 	“COMPANY”



COMPLETE PRODUCTION SERVICES, INC.

 	 
	 	By:  	/s/ Joseph C. Winkler
 	 
	 	 	Name:  	Joseph C. Winkler 	 
	 	 	Title:  	CEO and Chairman 	 
	 
	 	“EXECUTIVE”

 	 
	 	/s/ J. Michael Mayer
 	 
	 	J. Michael Mayer 	 
	 	 	 
	 
















 





EXHIBIT A




EXECUTIVE’S OUTSTANDING STOCK OPTIONS AS OF THE EFFECTIVE DATE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Per Share	 	 	 	 	 	 	 	 
	 	 	Exercise	 	Original Grant	 	Options	 	Unvested Options as	 	 
	Grant Date	 	Price	 	Shares	 	Outstanding	 	of Effective Date	 	Expiration Date
	4/20/2006
	 	$	24.00	 	 	 	28,100	 	 	 	28,100	 	 	 	9,366	 	 	 	4/20/2016	 
	1/31/2007
	 	$	19.87	 	 	 	28,100	 	 	 	28,100	 	 	 	18,733	 	 	 	1/31/2017	 
	1/31/2008
	 	$	15.90	 	 	 	35,800	 	 	 	35,800	 	 	 	35,800	 	 	 	1/31/2018	 






EXECUTIVE’S OUTSTANDING RESTRICTED STOCK




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original Grant	 	Previously	 	Unvested Shares as
	Grant Date	 	Shares	 	Vested Shares	 	of Effective Date
	3/15/2005
	 	 	39,408	 	 	 	29,556	 	 	 	9,852	 
	4/20/2006
	 	 	6,600	 	 	 	4,399	 	 	 	2,201	 
	1/31/2007
	 	 	6,600	 	 	 	2,199	 	 	 	4,401	 
	5/22/2008
	 	 	29,300	 	 	 	0	 	 	 	29,300	 






 









 






EXHIBIT B




RECEIPT AND GENERAL RELEASE, WAIVER OF EMPLOYMENT

AND CONFIDENTIALITY AGREEMENT




     This Receipt and General Release, Waiver of Employment and Confidentiality Agreement
(hereinafter “General Release Agreement”) is entered into by and between J. Michael Mayer
(hereinafter “Mr. Mayer”) and Complete Production Services, Inc. (“CPS”), and all
of its subsidiaries.


WHEREAS, the parties hereto mutually desire to amicably end Mr. Mayer’s employment with CPS, and



WHEREAS, the parties hereto desire to resolve any differences and/or disputes between them
concerning matters that occurred while CPS employed Mr. Mayer, including any employment and/or
related claims of discrimination, pursuant to the terms of this General Release Agreement, and



WHEREAS, Mr. Mayer has agreed generally to waive all claims he has or may have against CPS or its
subsidiaries, except as otherwise set forth herein, that arise from his employment with CPS and/or
his separation of employment with CPS, including but not limited to claims for age discrimination
under the Age Discrimination in Employment Act.



NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as
follows:





	1.	 	In exchange for the monetary and non-monetary consideration contained in the Retirement
Agreement to which this General Release Agreement is attached ($20,000 of the monetary
consideration is specifically allocated to Mr. Mayer’s release of claims under the Age
Discrimination in Employment Act), Mr. Mayer knowingly and voluntarily agrees to waive,
settle, release and forever discharge (for himself, his heirs, executors, administrators,
legal representatives and assigns), CPS, and its predecessors, successors, parents, owners,
subsidiaries, affiliated entities, assigns, officials, employees, officers, directors,
managers, affiliates, agents, legal counsel, contractors and subcontractors, lessees,
insurers, and reinsurers (hereinafter collectively referred to as the “Released
Parties”), from any and all claims, demands, charges, lawsuits, damages, and causes of
action of whatever nature, liquidated or contingent, in law or equity, statutory or common
law, whether growing out of tort, personal injury, contract, quasi-contract, compensation or
otherwise, including but not limited to, any and all rights of action arising under or in any
manner related to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.
(“Title VII”); the Civil Rights Act of 1991, 42 U.S.C. § 1981; the Americans with
Disabilities Act of 1990, 42 U.S.C. § 12101 et. seq. (“ADA”); the Rehabilitation Act
of 1973 as amended, 29 U.S.C. § 701, et. seq.; the Family and Medical Leave Act, 29 U.S.C. §
2601 et. seq. (“FMLA”); the Employee Retirement Income Security Act, 29 U.S.C. 1001,
et. seq. (“ERISA”); the Equal Pay Act of 1963, 29 U.S.C. § 206 (“EPA”); the
Age Discrimination in




 









 






	 	 	Employment Act, 29 U.S.C. § 621 et. seq. (“ADEA”); the Older Workers Benefit
Protection Act; and any other regulations or laws of the United States, the State of Texas
or any other state in the United States, or any local ordinances, which may have afforded
Mr. Mayer a cause of action for violation of public policy, whistle blowing, wrongful
discharge, retaliation, breach of contract, libel, slander, defamation, harassment or
threats of any kind, wage and hour/compensation violations, workers’ compensation
retaliation, intentional infliction of emotional distress, negligent hiring or retention,
negligent training, retaliation, or employment discrimination on the basis of age, race,
color, religion, disability, national origin, military status, gender or sex, or a cause of
action or claim for recovery of back pay, front pay, or any other type of wages,
compensation, vacation pay, sick pay, severance pay, health insurance, profit sharing
benefits, retirement benefits, benefits under any employee benefit plan, unemployment
insurance benefits, liquidated damages, punitive damages, compensatory damages, attorneys’
fees, penalties, interest, costs, and any other legally recoverable category of damages or
relief Mr. Mayer has or ever had, whether known or unknown, arising from or concerning,
either directly or indirectly, his employment by CPS, the termination or separation of his
employment with CPS, and any other term or condition of such employment. Notwithstanding
the foregoing, Mr. Mayer (or his trust or estate, as applicable) does not waive, settle,
release or discharge (A) any rights or claims he (or it) may have to take any action or
pursue any remedies against any of the Released Parties permitted by applicable law to
preserve and enforce any of Mr. Mayer’s (or his estate’s or trust’s, as applicable) rights
under that certain Retirement Agreement dated October 6, 2008 between CPS and Mr. Mayer
(the “Retirement Agreement”) and the Indemnification Agreement dated September 29,
2005, between CPS and Mr. Mayer (the “Indemnification Agreement”), (B) the right he
(or it) may have against any of the Released Parties to file a charge with the Equal
Employment Opportunity Commission, but does waive the right to receive or accept any
remedy, monetary or otherwise, obtained through the efforts of that or any other agency or
individual or individuals in any other proceeding or suit against CPS, or (C) any rights or
claims he may have against CPS that arise after the date he signs this General Release
Agreement (such items referred to in clauses (A), (B) and (C) above, collectively referred
to as, the “Excluded Matters”).






	2.	 	In further consideration for the payment and other consideration designated herein, Mr. Mayer
agrees to waive re-employment and/or reinstatement of employment with CPS, its related
corporations, entities, or affiliates and parent or subsidiary corporations or entities, and
promises that he will not seek employment at any time with CPS or its subsidiary corporations
or entities. Should Mr. Mayer become employed in violation of this General Release
Agreement, Mr. Mayer agrees that the existence of this General Release Agreement will
constitute a legitimate, non-discriminatory, non-retaliatory reason for terminating such
employment and the entities referenced in the preceding sentence will have the absolute right
to terminate such employment immediately.




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	3.	 	Mr. Mayer further acknowledges that this General Release Agreement is written in a manner
calculated to be understood by him and that he has read and fully understands each paragraph
of this General Release Agreement. Mr. Mayer is hereby advised to consult with counsel
concerning this General Release Agreement and that he has legal counsel with whom he has had
the opportunity to consult prior to executing this General Release Agreement, and that he has
taken advantage of all legal or other counsel to the full extent he desires. Mr. Mayer agrees
and acknowledges that the consideration provided to him for the release and waiver of his
claims against the Released Parties is in addition to any other payments, benefits, or other
things of value to which Mr. Mayer is entitled or received and that Mr. Mayer would not be
entitled to the consideration provided under the Retirement Agreement in the absence of his
execution and acceptance of this General Release Agreement.






	4.	 	Mr. Mayer further acknowledges that he has been allowed as much time as he needed to review
and consider the terms and effects of this General Release Agreement, including time in which
to consult with any attorney of his choice, if he chooses to do so, and that he has executed
this General Release Agreement voluntarily and with full understanding that by doing so he is
giving up his right to sue CPS and all Released Parties for all of the reasons described in
Paragraph 2 above.






	5.	 	Mr. Mayer acknowledges that he has been offered a period of 21 days to consider this General
Release Agreement and that he has had adequate time and adequate advice from his counsel to
consider the General Release Agreement before signing.






	6.	 	Mr. Mayer understands that with respect to waiver of claims under the Age Discrimination in
Employment Act only, he has the right to revoke this General Release Agreement within a period
of seven (7) days following the date he signs the General Release Agreement. Mr. Mayer
further understands that the release of claims under the Age Discrimination in Employment Act
shall not become effective or enforceable until the seven (7) day period has expired. In the
event he seeks to revoke the waiver of his claims under the Age Discrimination in Employment
Act, he has the right to revoke that waiver, with written notice to Jim Maroney (11700 Katy
Freeway, Suite 300, Houston TX 77079) no later than 5:00 p.m. on the seventh day after Mr.
Mayer signs this Release.






	7.	 	This General Release Agreement includes, without limitation, any and all claims, allegations
and demands of Mr. Mayer against the Released Parties arising from or concerning, either
directly or indirectly, his employment by CPS, the termination or separation of his employment
with CPS, and any other term or condition of such employment, other than the Excluded Matters.
Mr. Mayer agrees to defend, indemnify, and hold harmless the Released Parties from any and
all attorneys’ fees, costs, expenses, and damages, the Released Parties may incur as a result
of any and all claims made by or on Mr. Mayer’s behalf that are being released in this General
Release Agreement.




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	8.	 	Mr. Mayer recognizes and agrees that the Released Parties do not admit to, and do hereby
expressly deny, the validity of any claims, allegations, or liability to Mr. Mayer. Mr. Mayer
also recognizes that the Released Parties hereby expressly reserve all defenses which they may
have to such claims.






	9.	 	Mr. Mayer unconditionally and absolutely agrees to indemnify and hold the Released Parties
fully harmless from any and all liability which may hereafter be asserted against them by the
United States of America or the State of Texas for Social Security taxes, income taxes or any
other taxes and/or penalties that may become due in the event Mr. Mayer fails to pay taxes due
as a result of receiving the proceeds described in the Retirement Agreement.






	10.	 	This General Release Agreement, the Retirement Agreement and the Indemnification Agreement
represent the entire agreement between the parties. There are no other promises, agreements,
or understandings that are not contained in this document, the Retirement Agreement and the
Indemnification Agreement. This General Release Agreement cannot be altered by oral
agreements, and may only be amended in a writing signed by all parties hereto. Moreover, each
party expressly represents to the other that they have not relied upon any representation or
statement by another party or third person as a basis for entering into these Agreements.






	11.	 	The invalidity or unenforceability of any provision or term of this Agreement shall not
affect or impair any other provisions, which shall remain in full force and effect. If any
portion of this Agreement is found invalid, that portion shall be severed from the Agreement.





[signature page follows]




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	12.	 	This Agreement is to be interpreted pursuant to the laws of Texas.




PLEASE READ CAREFULLY. YOU ARE GIVING UP ANY LEGAL CLAIMS THAT YOU HAVE AGAINST COMPLETE
PRODUCTION SERVICES, INC. BY SIGNING THIS AGREEMENT. COMPLETE PRODUCTION SERVICES, INC. HEREBY
ADVISES YOU TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT




This Agreement signed this ____ day of October, 2008.




	 	     	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Complete Production Services, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ J. Michael Mayer	 	By:	 	/s/ Joseph C. Winkler
	J.. Michael Mayer	 	 	 	Title:	 	CEO and Chairman
	 
	 	 	 	 	 	 	 	 	 	 
	THUS DONE AND SIGNED	 	THUS DONE AND SIGNED
	Before me, Notary Public, this
7th day of October, 2008	 	Before me, Notary Public, this 7th day of
October, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ James F. Maroney	 	/s/ James F. Maroney
	Notary Public (Signature)	 	Notary Public (Signature)
	Print Name: James F. Maroney	 	Print Name: James F. Maroney
	No.	 	 
	No.	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Complete Production Services, Inc.
Subsidiaries
 
	 	 	 	 	 	 	104474 Alberta Ltd.
	 	 	 	 	 	 	A&W Water Service, Inc
	 	 	 	 	 	 	Alliance Energy Service Company, LLC 

AWS, Inc.
	 	 	 	 	 	 	Big Mac Tank Trucks, LLC
	 	 	 	 	 	 	C&S Energy Services, Inc
	 	 	 	 	 	 	CES Mid-Continent Hamm, LLC
	 	 	 	 	 	 	CES Rockies, Inc
	 	 	 	 	 	 	CES SWD Texas, Inc
	 	 	 	 	 	 	Complete Energy Services, LLC
	 	 	 	 	 	 	Delaney Energy Services Corp
	 	 	 	 	 	 	Femco SWD, Inc.
	 	 	 	 	 	 	Frac Source Services, Inc.
	 	 	 	 	 	 	Fugo Services, LLC
	 	 	 	 	 	 	Greasewood, LLC
	 	 	 	 	 	 	Guard Drilling Mud Disposal, Inc
	 	 	 	 	 	 	Hamm & Phillips Service Company, Inc






B-5












 





Hamm Management Co

Hyland Enterprises, Inc

IE Miller Services, Inc

Integrated Production Services Partnership

Integrated Production Services, Inc.

Integrated Production Services, Ltd

IPS Manufacturing Ltd.

LEED Tool Corporation

Loyd Jones Well Service, LLC

MGM Well Services, Inc

Monument Well Service Co

Oil Tool Rentals, Co

Peak Oilfield Assets, LLC

Pemac Pte., Ltd.

Premier Integrated Technologies

Premier Sea and Land Limited

Premier Sea and Land Pte.

Pumpco Energy Services, Inc

R&W Rental, Inc

Roustabout Specialties, Inc

Servicios Holdings I, Inc

Servicios Holdings II, Inc

Servicios Petrotec de S.A. de C.V.

Stride Well Services Company, Inc

Sweetwater Produced Water Disposal, LLC

Texas CES, Inc.

Turner Energy Services, LLC

Turner Energy SWD, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	                                      /s/ James F. Maroney
 	 
	 	 	James F. Maroney, Vice President 	 
	 	 	and/or Attorney in Fact for each of
the above in that individual capacity
respectively. 	 
	 




B-6