exv10w1






Exhibit 10.1




T-3 ENERGY SERVICES

2002 STOCK INCENTIVE PLAN

(As Amended and Restated Effective June 14, 2010)




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	SECTION 1
	 	GENERAL PROVISIONS RELATING TO PLAN GOVERNANCE, COVERAGE AND BENEFITS	 	 	1	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	1.1	 	 	Background and Purpose	 	 	1	 
	 	1.2	 	 	Definitions	 	 	3	 
	 	 	 	 	(a)
	 	Authorized Officer

	 	 	3	 
	 	 	 	 	(b)
	 	Board

	 	 	3	 
	 	 	 	 	(c)
	 	Cause

	 	 	3	 
	 	 	 	 	(d)
	 	CEO

	 	 	3	 
	 	 	 	 	(e)
	 	Change of Control

	 	 	3	 
	 	 	 	 	(f)
	 	Code

	 	 	3	 
	 	 	 	 	(g)
	 	Committee

	 	 	4	 
	 	 	 	 	(h)
	 	Common Stock

	 	 	4	 
	 	 	 	 	(i)
	 	Company

	 	 	4	 
	 	 	 	 	(j)
	 	Consultant

	 	 	4	 
	 	 	 	 	(k)
	 	Covered Employee

	 	 	4	 
	 	 	 	 	(l)
	 	Disability

	 	 	4	 
	 	 	 	 	(m)
	 	Employee

	 	 	5	 
	 	 	 	 	(n)
	 	Employment

	 	 	5	 
	 	 	 	 	(o)
	 	Exchange Act

	 	 	5	 
	 	 	 	 	(p)
	 	Fair Market Value

	 	 	5	 
	 	 	 	 	(q)
	 	Grantee

	 	 	6	 
	 	 	 	 	(r)
	 	Immediate Family

	 	 	6	 
	 	 	 	 	(s)
	 	Incentive Agreement

	 	 	6	 
	 	 	 	 	(t)
	 	Incentive Award

	 	 	6	 
	 	 	 	 	(u)
	 	Incentive Stock Option or ISO

	 	 	6	 
	 	 	 	 	(v)
	 	Insider

	 	 	6	 
	 	 	 	 	(w)
	 	Nonstatutory Stock Option

	 	 	6	 
	 	 	 	 	(x)
	 	Option Price

	 	 	6	 
	 	 	 	 	(y)
	 	Other Stock-Based Award

	 	 	7	 
	 	 	 	 	(z)
	 	Outside Director

	 	 	7	 
	 	 	 	 	(aa)
	 	Parent

	 	 	7	 
	 	 	 	 	(bb)
	 	Performance-Based Award

	 	 	7	 
	 	 	 	 	(cc)
	 	Performance-Based Exception

	 	 	7	 
	 	 	 	 	(dd)
	 	Performance Criteria

	 	 	7	 
	 	 	 	 	(ee)
	 	Performance Period

	 	 	7	 
	 	 	 	 	(ff)
	 	Plan

	 	 	7	 
	 	 	 	 	(gg)
	 	Plan Year

	 	 	7	 
	 	 	 	 	(hh)
	 	Publicly Held Corporation

	 	 	7	 
	 	 	 	 	(ii)
	 	Restricted Stock

	 	 	7	 
	 	 	 	 	(jj)
	 	Restricted Stock Award

	 	 	7	 
	 	 	 	 	(kk)
	 	Restricted Stock Unit

	 	 	7	 
	 	 	 	 	(ll)
	 	Restriction Period

	 	 	8	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	 	 	 	(mm)
	 	Retirement

	 	 	8	 
	 	 	 	 	(nn)
	 	Share

	 	 	8	 
	 	 	 	 	(oo)
	 	Share Pool

	 	 	8	 
	 	 	 	 	(pp)
	 	Spread

	 	 	8	 
	 	 	 	 	(qq)
	 	Stock Appreciation Right or SAR

	 	 	8	 
	 	 	 	 	(rr)
	 	Stock Option or Option

	 	 	8	 
	 	 	 	 	(ss)
	 	Subsidiary

	 	 	8	 
	 	1.3	 	 	Plan Administration	 	 	8	 
	 	 	 	 	(a)
	 	Authority of the Committee

	 	 	8	 
	 	 	 	 	(b)
	 	Meetings

	 	 	8	 
	 	 	 	 	(c)
	 	Decisions Binding

	 	 	9	 
	 	 	 	 	(d)
	 	Modification of Outstanding Incentive Awards

	 	 	9	 
	 	 	 	 	(e)
	 	Delegation of Authority

	 	 	9	 
	 	 	 	 	(f)
	 	Expenses of Committee

	 	 	9	 
	 	 	 	 	(g)
	 	Surrender of Previous Incentive Awards

	 	 	10	 
	 	 	 	 	(h)
	 	Indemnification

	 	 	10	 
	 	1.4	 	 	Shares of Common Stock Available for Incentive Awards	 	 	10	 
	 	1.5	 	 	Share Pool Adjustments for Awards and Payouts	 	 	11	 
	 	1.6	 	 	Common Stock Available	 	 	12	 
	 	1.7	 	 	Participation	 	 	12	 
	 	 	 	 	(a)
	 	Eligibility

	 	 	12	 
	 	 	 	 	(b)
	 	Incentive Stock Option Eligibility

	 	 	12	 
	 	1.8	 	 	Types of Incentive Awards	 	 	13	 
	 	 	 	 	 	 	 
	 	 	 	 
	SECTION 2
	 	STOCK OPTIONS AND STOCK APPRECIATION RIGHTS	 	 	13	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	2.1	 	 	Grant of Stock Options	 	 	13	 
	 	2.2	 	 	Stock Option Terms	 	 	13	 
	 	 	 	 	(a)
	 	Written Agreement

	 	 	13	 
	 	 	 	 	(b)
	 	Number of Shares

	 	 	13	 
	 	 	 	 	(c)
	 	Exercise Price

	 	 	13	 
	 	 	 	 	(d)
	 	Term

	 	 	13	 
	 	 	 	 	(e)
	 	Exercise

	 	 	14	 
	 	 	 	 	(f)
	 	$100,000 Annual Limit on Incentive Stock Options

	 	 	14	 
	 	2.3	 	 	Stock Option Exercises	 	 	14	 
	 	 	 	 	(a)
	 	Method of Exercise and Payment

	 	 	14	 
	 	 	 	 	(b)
	 	Restrictions on Share Transferability

	 	 	15	 
	 	 	 	 	(c)
	 	Notification of Disqualifying Disposition of Shares from
Incentive Stock Options

	 	 	15	 
	 	 	 	 	(d)
	 	Proceeds of Option Exercise

	 	 	16	 
	 	2.4	 	 	Stock Appreciation Rights	 	 	16	 
	 	 	 	 	(a)
	 	Grant

	 	 	16	 
	 	 	 	 	(b)
	 	General Provisions

	 	 	16	 
	 	 	 	 	(c)
	 	Exercise

	 	 	16	 
	 	 	 	 	(d)
	 	Settlement

	 	 	16	 
	 	 	 	 	 	 	 
	 	 	 	 
	SECTION 3
	 	RESTRICTED STOCK	 	 	16	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	3.1	 	 	Award of Restricted Stock	 	 	16	 
	 	 	 	 	(a)
	 	Grant

	 	 	16	 
	 	 	 	 	(b)
	 	Immediate Transfer Without Immediate Delivery of Restricted Stock

	 	 	17	 
	 	3.2	 	 	Restrictions	 	 	17	 
	 	 	 	 	(a)
	 	Forfeiture of Restricted Stock

	 	 	17	 
	 	 	 	 	(b)
	 	Issuance of Certificates

	 	 	18	 
	 	 	 	 	(c)
	 	Removal of Restrictions

	 	 	18	 
	 	3.3	 	 	Delivery of Shares of Common Stock	 	 	18	 
	 	 	 	 	 	 	 
	 	 	 	 
	SECTION 4
	 	OTHER STOCK-BASED AWARDS	 	 	18	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	4.1	 	 	Grant of Other Stock-Based Awards	 	 	18	 
	 	4.2	 	 	Other Stock-Based Award Terms	 	 	19	 
	 	 	 	 	(a)
	 	Written Agreement

	 	 	19	 
	 	 	 	 	(b)
	 	Purchase Price

	 	 	19	 
	 	 	 	 	(c)
	 	Performance Criteria and Other Terms

	 	 	19	 
	 	 	 	 	 	 	 
	 	 	 	 
	SECTION 5
	 	PERFORMANCE-BASED AWARDS AND PERFORMANCE CRITERIA	 	 	19	 
	 	 	 	 	 	 	 
	 	 	 	 
	SECTION 6
	 	PROVISIONS RELATING TO PLAN PARTICIPATION	 	 	21	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	6.1	 	 	Incentive Agreement	 	 	21	 
	 	6.2	 	 	No Right to Employment	 	 	22	 
	 	6.3	 	 	Securities Requirements	 	 	22	 
	 	6.4	 	 	Transferability	 	 	23	 
	 	6.5	 	 	Rights as a Shareholder	 	 	23	 
	 	 	 	 	(a)
	 	No Shareholder Rights

	 	 	23	 
	 	 	 	 	(b)
	 	Representation of Ownership

	 	 	24	 
	 	6.6	 	 	Change in Stock and Adjustments	 	 	24	 
	 	 	 	 	(a)
	 	Changes in Law or Circumstances

	 	 	24	 
	 	 	 	 	(b)
	 	Exercise of Corporate Powers

	 	 	24	 
	 	 	 	 	(c)
	 	Recapitalization of the Company

	 	 	24	 
	 	 	 	 	(d)
	 	Issue of Common Stock by the Company

	 	 	25	 
	 	 	 	 	(e)
	 	Assumption under the Plan of Outstanding Stock Options

	 	 	25	 
	 	 	 	 	(f)
	 	Assumption of Incentive Awards by a Successor

	 	 	25	 
	 	6.7	 	 	Termination of Employment, Death, Disability and Retirement	 	 	26	 
	 	 	 	 	(a)
	 	Termination of Employment

	 	 	26	 
	 	 	 	 	(b)
	 	Termination of Employment for Cause

	 	 	27	 
	 	 	 	 	(c)
	 	Retirement

	 	 	27	 
	 	 	 	 	(d)
	 	Disability or Death

	 	 	27	 
	 	 	 	 	(e)
	 	Continuation

	 	 	27	 
	 	6.8	 	 	Change of Control	 	 	28	 
	 	6.9	 	 	Exchange of Incentive Awards	 	 	30	 
	 	6.10	 	Financing	 	 	30	 
	 	 	 	 	 	 	 
	 	 	 	 
	SECTION 7
	 	GENERAL	 	 	30	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	7.1	 	 	Effective Date and Grant Period	 	 	30	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	7.2	 	 	Funding and Liability of Company	 	 	30	 
	 	7.3	 	 	Withholding Taxes	 	 	31	 
	 	 	 	 	(a)
	 	Tax Withholding

	 	 	31	 
	 	 	 	 	(b)
	 	Share Withholding

	 	 	31	 
	 	 	 	 	(c)
	 	Incentive Stock Options

	 	 	31	 
	 	 	 	 	(d)
	 	Loans

	 	 	31	 
	 	7.4	 	 	No Guarantee of Tax Consequences	 	 	32	 
	 	7.5	 	 	Designation of Beneficiary by Participant	 	 	32	 
	 	7.6	 	 	Deferrals	 	 	32	 
	 	7.7	 	 	Amendment and Termination	 	 	32	 
	 	7.8	 	 	Requirements of Law	 	 	33	 
	 	 	 	 	(a)
	 	Governmental Entities and Securities Exchanges

	 	 	33	 
	 	 	 	 	(b)
	 	Securities Act Rule 701

	 	 	33	 
	 	7.9	 	 	Rule 16b-3 Securities Law Compliance for Insiders	 	 	34	 
	 	7.10	 	 	Compliance with Code Section 162(m) for Publicly Held Corporation	 	 	34	 
	 	7.11	 	 	Notices	 	 	34	 
	 	 	 	 	(a)
	 	Notice From Insiders to Secretary of Change in Beneficial Ownership

	 	 	34	 
	 	 	 	 	(b)
	 	Notice to Insiders and Securities and Exchange Commission

	 	 	34	 
	 	7.12	 	 	Pre-Clearance Agreement with Brokers	 	 	34	 
	 	7.13	 	 	Successors to Company	 	 	35	 
	 	7.14	 	 	Miscellaneous Provisions	 	 	35	 
	 	7.15	 	 	Severability	 	 	35	 
	 	7.16	 	 	Gender, Tense and Headings	 	 	35	 
	 	7.17	 	 	Governing Law	 	 	35	 






 









 





T-3 ENERGY SERVICES

2002 STOCK INCENTIVE PLAN




SECTION 1

GENERAL PROVISIONS RELATING TO

PLAN GOVERNANCE, COVERAGE AND BENEFITS



1.1 Background and Purpose




     T-3 Energy Services, Inc., a Delaware corporation (“T-3”), entered into an Agreement and Plan
of Merger, dated as of May 7, 2001, and as subsequently amended, by and among T-3, Industrial
Holdings, Inc., a Texas corporation (“IHI”), and First Reserve Fund VIII, Limited Partnership, a
Delaware limited partnership (the “Merger Agreement”).



     Pursuant to the Merger Agreement, the parties entered into a business combination effected by
a merger of T-3 into IHI, as a result of which the separate existence of T-3 ceased and IHI was the
surviving corporation (the “Merger”). Immediately after the consummation of the Merger, IHI merged
into a Delaware corporation which was a wholly owned subsidiary of IHI, and the subsidiary survived
and its name was changed to T-3 Energy Services, Inc., a Delaware corporation (the “Company”).
Pursuant to the Merger Agreement, the outstanding options to purchase T-3 Common Stock
(collectively, the “T-3 Options”) were converted into stock options to purchase shares of the
Company’s Common Stock pursuant to an exchange formula set forth in the Merger Agreement.



     T-3 had previously adopted the “T-3 Energy Services, Inc. 2000 Stock Option Plan” (the “T-3
Plan”). IHI had previously adopted the “Industrial Holdings, Inc. 1998 Incentive Plan” (the “IHI
1998 Plan”) and the “Industrial Holdings, Inc. 1994 Amended and Restated Incentive Stock Plan” (the
“IHI 1994 Plan”).



     The outstanding T-3 Options at the time of the Merger were assumed under the IHI 1998 Plan at
such time. Coincident with the assumption of the outstanding T-3 Options under the IHI 1998 Plan,
the T-3 Plan was merged into the IHI 1998 Plan but only to the extent necessary for the purpose of
construing the applicable terms and conditions of the individual stock option agreements for the
outstanding T-3 Options to the extent that specific terms of such agreements incorporate particular
provisions of the T-3 Plan by reference.



     The Company amended and restated the IHI Plan under the form of the plan document entitled
“T-3 Energy Services 2002 Stock Incentive Plan” (the “Plan”), effective as of January 1, 2002 (the
“Original Effective Date”), to reflect the reorganization of the plan sponsor and to incorporate
various other amendments for the benefit of the Company and the participants in the Plan.



     Effective as of the Original Effective Date, the outstanding stock options under the IHI 1994
Plan (the “IHI 1994 Options”) were assumed under the Plan. Coincident with the assumption of the
outstanding IHI 1994 Options under the Plan, the IHI 1994 Plan was merged into the Plan but only to
the extent necessary for the purpose of construing the applicable terms and conditions of the
individual stock option agreements for the outstanding IHI 1994 Options to



1









 




the extent that specific terms of such agreements incorporate particular provisions of the IHI
1994 Plan by reference.




     As of the Original Effective Date, all outstanding stock options that were previously granted
by T-3 and IHI and assumed and continued under the Plan, as amended and restated, were made subject
to the applicable terms and conditions of the Plan, as it may further be amended, and the
individual stock option agreements for each such option grant.



     The Company again amended and restated the Plan under the form of the plan document entitled
“T-3 Energy Services 2002 Stock Incentive Plan”, as amended and restated effective July 30, 2002,
primarily to incorporate changes made by the Sarbanes-Oxley Act of 2002 which was effective July
30, 2002.



     The Company again amended and restated the Plan under the form of the plan document entitled
“T-3 Energy Services 2002 Stock Incentive Plan”, as amended and restated effective January 1, 2005,
primarily to increase the number of shares of the Company’s Common Stock that are reserved for
issuance under the Plan from 1,000,000 to 2,000,000 shares effective April 10, 2006, and to
incorporate changes required by Section 409A of the Code which was effective January 1, 2005.



     The Company again amended and restated the Plan under the form of this plan document entitled
“T-3 Energy Services 2002 Stock Incentive Plan”, as amended and restated effective June 4, 2009,
primarily to increase the number of shares of the Company’s Common Stock that are reserved for
issuance under the Plan from 2,000,000 to 2,623,000 shares effective as of June 4, 2009.



     The Company hereby again amends and restates the Plan under the form of this plan document
entitled “T-3 Energy Services 2002 Stock Incentive Plan”, as amended and restated effective June
14, 2010 (hereafter the term “Plan” shall refer to this Plan document), to (i) increase the number
of shares of the Company’s Common Stock that are reserved for issuance under the Plan from
2,623,000 to 3,573,000 shares, effective as of June 14, 2010, (ii) increase the number of shares of
the Company’s Common Stock which may be issued upon exercise of incentive stock options from
1,000,000 to 3,573,000, effective as of June 14, 2010, and (iii) decrease the maximum term of stock
options and stock appreciation rights granted on and after June 14, 2010 from ten (10) years to
seven (7) years.



     The purpose of the Plan is to foster and promote the long-term financial success of T-3 Energy
Services, Inc. (the “Company”) and to increase stockholder value by: (a) encouraging the commitment
of selected key Employees, Consultants and Outside Directors, (b) motivating superior performance
of key Employees, Consultants and Outside Directors by means of long-term performance related
incentives, (c) encouraging and providing key Employees, Consultants and Outside Directors with a
program for obtaining ownership interests in the Company which link and align their personal
interests to those of the Company’s stockholders, (d) attracting and retaining key Employees,
Consultants and Outside Directors by providing competitive compensation opportunities, and (e)
enabling key Employees, Consultants and Outside Directors to share in the long-term growth and
success of the Company.



2









 





     The Plan provides for payment of various forms of compensation. It is not intended to be a
plan that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
The Plan will be interpreted, construed and administered consistent with its status as a plan that
is not subject to ERISA.



     The Plan will remain in effect, subject to the right of the Board to amend or terminate the
Plan at any time pursuant to Section 7.7, until all Shares subject to the Plan have been
purchased or acquired according to its provisions. However, in no event may an Incentive Stock
Option be granted under the Plan after the expiration often (10) years from the Original Effective
Date to the extent required by Code Section 422(b)(2).



1.2 Definitions




     The following terms shall have the meanings set forth below:



     (a) Authorized Officer. The Chairman of the Board, the CEO or any other senior officer of the
Company to whom either of them delegate the authority to execute any Incentive Agreement for and on
behalf of the Company. No officer or director shall be an Authorized Officer with respect to any
Incentive Agreement for himself.



     (b) Board. The Board of Directors of the Company.



     (c) Cause. When used in connection with the termination of a Grantee’s Employment, shall mean
the termination of the Grantee’s Employment by the Company or any Subsidiary by reason of (i) the
conviction of the Grantee by a court of competent jurisdiction as to which no further appeal can be
taken of a crime involving moral turpitude or a felony; (ii) the proven commission by the Grantee
of a material act of fraud upon the Company or any Subsidiary, or any customer or supplier thereof;
(iii) the misappropriation of any funds or property of the Company or any Subsidiary, or any
customer or supplier thereof; (iv) the willful and continued failure by the Grantee to perform the
material duties assigned to him that is not cured to the reasonable satisfaction of the Company
within 30 days after written notice of such failure is provided to Grantee by the Board or CEO (or
by another officer of the Company or a Subsidiary who has been designated by the Board or CEO for
such purpose); (v) the knowing engagement by the Grantee in any direct and material conflict of
interest with the Company or any Subsidiary without compliance with the Company’s or Subsidiary’s
conflict of interest policy, if any, then in effect; or (vi) the knowing engagement by the Grantee,
without the written approval of the Board or CEO, in any material activity which competes with the
business of the Company or any Subsidiary or which would result in a material injury to the
business, reputation or goodwill of the Company or any Subsidiary.



     (d) CEO. The Chief Executive Officer of the Company.



     (e) Change of Control. Any of the events described in and subject to Section 6.8.



     (f) Code. The Internal Revenue Code of 1986, as amended, and the regulations and other
authority promulgated thereunder by the appropriate governmental authority. References herein to
any provision of the Code shall refer to any successor provision thereto.



3









 





     (g) Committee. A committee appointed by the Board to administer the Plan. While the Company
is a Publicly Held Corporation, the Plan shall be administered by the Committee appointed by the
Board consisting of not less than two directors who fulfill the “nonemployee director” requirements
of Rule 16b-3 under the Exchange Act and the “outside director” requirements of Code Section
162(m). In either case, the Committee may be the Compensation Committee of the Board, or any
subcommittee of the Compensation Committee, provided that the members of the Committee satisfy the
requirements of the previous provisions of this paragraph.



     The Board shall have the power to fill vacancies on the Committee arising by resignation,
death, removal or otherwise. The Board, in its sole discretion, may bifurcate the powers and duties
of the Committee among one or more separate committees, or retain all powers and duties of the
Committee in a single Committee. The members of the Committee shall serve at the discretion of the
Board.



     Notwithstanding the preceding paragraphs of this Section 1.2(g), the term “Committee”
as used in the Plan with respect to any Incentive Award for an Outside Director shall refer to the
entire Board. In the case of an Incentive Award for an Outside Director, the Board shall have all
the powers and responsibilities of the Committee hereunder as to such Incentive Award, and any
actions as to such Incentive Award may be acted upon only by the Board (unless it otherwise
designates in its discretion). When the Board exercises its authority to act in the capacity as the
Committee hereunder with respect to an Incentive Award for an Outside Director, it shall so
designate with respect to any action that it undertakes in its capacity as the Committee.



     (h) Common Stock. The common stock of the Company, $.001 par value per share, and any class
of common stock into which such common shares may hereafter be converted, reclassified or
recapitalized.



     (i) Company. T-3 Energy Services, Inc., a corporation organized under the laws of the State
of Delaware, and any successor in interest thereto.



     (j) Consultant. An independent agent, consultant, attorney, an individual who has agreed to
become an Employee within the next six months, or any other individual who is not an Outside
Director or employee of the Company (or any Parent or Subsidiary) and who, in the opinion of the
Committee, is in a position to contribute to the growth or financial success of the Company (or any
Parent or Subsidiary), (ii) is a natural person and (iii) provides bona fide services to the
Company (or any Parent or Subsidiary), which services are not in connection with the offer or sale
of securities in a capital raising transaction, and do not directly or indirectly promote or
maintain a market for the Company’s securities.



     (k) Covered Employee. To the extent that the Company is a Publicly Held Corporation, a named
executive officer who is, or is determined by the Committee to likely be, a “covered employee,” as
defined in Code Section 162(m) and Treasury Regulation § 1.162-27(c) (or its successor).



     (l) Disability. As determined by the Committee in its discretion exercised in good faith, a
physical or mental condition of the Grantee that would entitle him to payment of



4









 




disability income payments under the Company’s long term disability insurance policy or plan
for employees, as then effective, if any; or in the event that the Grantee is not covered, for
whatever reason, under the Company’s long-term disability insurance policy or plan, “Disability”
means a permanent and total disability as defined in Code Section 22(e)(3). A determination of
Disability may be made by a physician selected or approved by the Committee and, in this respect,
the Grantee shall submit to any reasonable examination(s) required in the opinion of such
physician.




     (m) Employee. Any employee of the Company (or any Parent or Subsidiary) within the meaning of
Code Section 3401(c) who, in the opinion of the Committee, is in a position to contribute to the
growth, development or financial success of the Company (or any Parent or Subsidiary), including,
without limitation, officers who are members of the Board.



     (n) Employment. Employment means that the individual is employed as an Employee, or engaged
as a Consultant or Outside Director, by the Company (or any Parent or Subsidiary), or by any
corporation issuing or assuming an Incentive Award in any transaction described in Code Section
424(a), or by a parent corporation or a subsidiary corporation of such corporation issuing or
assuming such Incentive Award, as the parent-subsidiary relationship shall be determined at the
time of the corporate action described in Code Section 424(a) (as such relationships are defined in
Code Sections 424(e) and (f)). In this regard, neither the transfer of a Grantee from Employment by
the Company to Employment by any Parent or Subsidiary, nor the transfer of a Grantee from
Employment by any Parent or Subsidiary to Employment by the Company, shall be deemed to be a
termination of Employment of the Grantee. Moreover, the Employment of a Grantee shall not be deemed
to have been terminated because of an approved leave of absence from active Employment on account
of temporary illness, authorized vacation or granted for reasons of professional advancement,
education, or health, or during any period required to be treated as a leave of absence by virtue
of any applicable statute, Company personnel policy or written agreement.



     The term “Employment” for all purposes of the Plan shall include (i) active performance of
agreed services by a Consultant for the Company (or any Parent or Subsidiary) and (ii) current
membership on the Board by an Outside Director.



     All determinations regarding Employment, and the termination of Employment hereunder, shall be
made by the Committee in its discretion.



     (o) Exchange Act. The Securities Exchange Act of 1934, as amended.



     (p) Fair Market Value. While the Company is a Publicly Held Corporation, the Fair Market
Value of one share of Common Stock on the date in question is deemed to be (i) the closing sales
price on such business day of a share of Common Stock as reported on the New York Stock Exchange,
Nasdaq Stock Market or other principal securities exchange on which Shares are then listed or
admitted to trading, or (ii) if not quoted on a principal securities exchange, the average of the
closing bid and asked prices for a Share as quoted by the National Quotation Bureau’s “Pink Sheets”
or the National Association of Securities Dealers’ OTC Bulletin Board System. If there was no
public trade of Common Stock on the date in question,



5









 




Fair Market Value shall be determined by reference to the last preceding date on which such a
trade was so reported.




     If the Company is not a Publicly Held Corporation at the time a determination of the Fair
Market Value of the Common Stock is required to be made hereunder, the determination of Fair Market
Value for purposes of the Plan shall be made by the Committee in its sole and absolute discretion.
In this respect, the Committee may rely on such financial data, appraisals, valuations, experts,
and other sources as, in its sole and absolute discretion, it deems advisable under the
circumstances.



     With respect to Stock Options and SARs, Fair Market Value shall be determined consistent with
the requirements under Code Section 409A in order to satisfy the exception thereto for stock
rights, but only to the extent inconsistent with the methods for determining Fair Market Value
above.



     (q) Grantee. Any Employee, Consultant or Outside Director who is granted an Incentive Award
under the Plan.



     (r) Immediate Family. With respect to a Grantee, the Grantee’s child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships.



     (s) Incentive Agreement. The written agreement entered into between the Company and the
Grantee setting forth the terms and conditions pursuant to which an Incentive Award is granted
under the Plan, as such agreement is further defined in Section 6.1.



     (t) Incentive Award. A grant of an award under the Plan to a Grantee, including any
Nonstatutory Stock Option, Incentive Stock Option (ISO), Stock Appreciation Right (SAR), Restricted
Stock Award, Restricted Stock Unit or Other Stock-Based Award.



     (u) Incentive Stock Option or ISO. A Stock Option granted by the Committee to an Employee
under Section 2 which is designated by the Committee as an Incentive Stock Option and
intended to qualify as an Incentive Stock Option under Code Section 422.



     (v) Insider. If the Company is a Publicly Held Corporation, an individual who is, on the
relevant date, an officer, director or ten percent (10%) beneficial owner of any class of the
Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as
defined under Section 16 of the Exchange Act.



     (w) Nonstatutory Stock Option. A Stock Option granted by the Committee to a Grantee under
Section 2 that is not designated by the Committee as an Incentive Stock Option.



     (x) Option Price. The exercise price at which a Share may be purchased by the Grantee of a
Stock Option.



6









 





     (y) Other Stock-Based Award. An award granted by the Committee to a Grantee under Section
4.1 that is valued in whole or in part by reference to, or is otherwise based upon, Common
Stock.



     (z) Outside Director. A member of the Board who is not, at the time of grant of an Incentive
Award, an employee of the Company or any Parent or Subsidiary.



     (aa) Parent. Any corporation (whether now or hereafter existing) which constitutes a “parent”
of the Company, as defined in Code Section 424(e).



     (bb) Performance-Based Award. A grant of an Incentive Award under the Plan pursuant to
Section 5 that is intended to satisfy the Performance-Based Exception.



     (cc) Performance-Based Exception. The performance-based exception from the tax deductibility
limitations of Code Section 162(m), as prescribed in Code Section 162(m) and Treasury Regulation
Section 1.162-27(e) (or its successor), which is applicable during such period that the Company is
a Publicly Held Corporation.



     (dd) Performance Criteria. The business criteria that are specified by the Committee pursuant
to Section 5 for an Incentive Award that is intended to qualify for the Performance-Based
Exception; the satisfaction of such business criteria during the Performance Period being required
for the grant and/or vesting of the particular Incentive Award to occur, as specified in the
particular Incentive Agreement.



     (ee) Performance Period. A period of time determined by the Committee over which performance
is measured for the purpose of determining a Grantee’s right to, and the payment value of, any
Incentive Award that is intended to qualify for the Performance-Based Exception.



     (ff) Plan. T-3 Energy Services 2002 Stock Incentive Plan, as amended and restated effective
June 14, 2010, which is set forth herein and as it may be amended from time to time.



     (gg) Plan Year. The calendar year.



     (hh) Publicly Held Corporation. A corporation issuing any class of common equity securities
required to be registered under Section 12 of the Exchange Act.



     (ii) Restricted Stock. Common Stock that is issued or transferred to a Grantee pursuant to
Section 3.



     (jj) Restricted Stock Award. An authorization by the Committee to issue or transfer
Restricted Stock to a Grantee pursuant to Section 3.



     (kk) Restricted Stock Unit. A unit granted to a Grantee pursuant to Section 4.1 which
entitles him to receive a Share or cash on the vesting date, as specified in the Incentive
Agreement.



7









 





     (ll) Restriction Period. The period of time determined by the Committee and set forth in the
Incentive Agreement during which the transfer of Restricted Stock by the Grantee is restricted.



     (mm) Retirement. The voluntary termination of Employment from the Company or any Parent or
Subsidiary constituting retirement for age on any date after the Employee attains the normal
retirement age of 65 years, or such other age as may be designated by the Committee in the
Employee’s Incentive Agreement.



     (nn) Share. A share of the Common Stock of the Company.



     (oo) Share Pool. The number of shares authorized for issuance under Section 1.4, as
adjusted for awards and payouts under Section 1.5 and as adjusted for changes described in
Section 6.6.



     (pp) Spread. The difference between the grant price per Share specified in any SAR grant and
the Fair Market Value of a Share on the date of exercise of the SAR.



     (qq) Stock Appreciation Right or SAR. A Stock Appreciation Right as described in Section
2.4.



     (rr) Stock Option or Option. Pursuant to Section 2, (i) an Incentive Stock Option
granted to an Employee, or (ii) a Nonstatutory Stock Option granted to an Employee, Consultant or
Outside Director, whereunder such option the Grantee has the right to purchase Shares. In
accordance with Code Section 422, only an Employee may be granted an Incentive Stock Option.



     (ss) Subsidiary. Any company (whether a corporation, partnership, joint venture or other form
of entity) in which the Company or a corporation in which the Company owns a majority of the shares
of capital stock, directly or indirectly, owns a greater than 50% equity interest except that, with
respect to the issuance of Incentive Stock Options, the term “Subsidiary” shall have the same
meaning as the term “subsidiary corporation” as defined in Code Section 424(f) as required by Code
Section 422.



1.3 Plan Administration




     (a) Authority of the Committee. Except as may be limited by law and subject to the provisions
herein, the Committee shall have full power to (i) select Grantees who shall participate in the
Plan; (ii) determine the sizes, duration and types of Incentive Awards; (iii) determine the terms
and conditions of Incentive Awards and Incentive Agreements; (iv) determine whether any Shares
subject to Incentive Awards will be subject to any restrictions on transfer; (v) construe and
interpret the Plan and any Incentive Agreement or other agreement entered into under the Plan; and
(vi) establish, amend, or waive rules for the Plan’s administration. Further, the Committee shall
make all other determinations which may be necessary or advisable for the administration of the
Plan.



     (b) Meetings. The Committee shall designate a chairman from among its members who shall
preside at its meetings, and shall designate a secretary, without regard to whether that



8









 




person is a member of the Committee, who shall keep the minutes of the proceedings and all
records, documents, and data pertaining to its administration of the Plan. Meetings shall be held
at such times and places as shall be determined by the Committee and the Committee may hold
telephonic meetings. The Committee may take any action otherwise proper under the Plan by the
affirmative vote, taken with or without a meeting, of a majority of its members. The Committee may
authorize any one or more of its members or any officer of the Company to execute and deliver
documents on behalf of the Committee.




     (c) Decisions Binding. All determinations and decisions of the Committee shall be made in its
discretion pursuant to the provisions of the Plan, and shall be final, conclusive and binding on
all persons including the Company, its shareholders, Employees, Grantees, and their estates and
beneficiaries. The Committee’s decisions and determinations with respect to any Incentive Award
need not be uniform and may be made selectively among Incentive Awards and Grantees, whether or not
such Incentive Awards are similar or such Grantees are similarly situated.



     (d) Modification of Outstanding Incentive Awards. Subject to the shareholder approval
requirements of Section 7.7 if applicable and except as otherwise provided in Section
6.6(f), the Committee may, in its discretion, provide for the extension of the exercisability of an
Incentive Award, accelerate the vesting or exercisability of an Incentive Award, eliminate or make
less restrictive any restrictions contained in an Incentive Award, waive any restriction or other
provisions of an Incentive Award, or otherwise amend or modify an Incentive Award in any manner
that (i) is not adverse to the Grantee to whom such Incentive Award was granted, (ii) is consented
to by such Grantee, and (iii) does not cause the Incentive Award to provide for the deferral of
compensation in a manner that does not comply with Code Section 409A (unless otherwise determined
by the Committee). With respect to an Incentive Award that is an ISO, no adjustment thereto shall
be made to the extent constituting a “modification” within the meaning of Code Section 424(h)(3)
unless otherwise agreed to by the Grantee in writing. Notwithstanding the above provisions of this
subsection, no amendment or modification of an Incentive Award shall be made to the extent such
modification results in any Stock Option with an exercise price less than 100% of the Fair Market
Value per Share on the date of grant (110% for Grantees who are 10% or greater shareholders
pursuant to Section 1.7(b)).



     (e) Delegation of Authority. The Committee may delegate to designated officers or other
employees of the Company any of its duties and authority under the Plan pursuant to such conditions
or limitations as the Committee may establish from time to time; provided, however, the Committee
may not delegate to any person the authority (i) to grant Incentive Awards or (ii) if the Company
is a Publicly Held Corporation, to take any action which would contravene the requirements of Rule
16b-3 under the Exchange Act, the Performance-Based Exception under Code Section 162(m), or the
Sarbanes-Oxley Act of 2002.



     (f) Expenses of Committee. The Committee may employ legal counsel, including, without
limitation, independent legal counsel and counsel regularly employed by the Company, and other
agents as the Committee may deem appropriate for the administration of the Plan. The Committee may
rely upon any opinion or computation received from any such counsel or agent. All expenses incurred
by the Committee in interpreting and administering the Plan, including, without limitation, meeting
expenses and professional fees, shall be paid by the Company.



9









 





     (g) Surrender of Previous Incentive Awards. The Committee may, in its absolute discretion,
grant Incentive Awards to Grantees on the condition that such Grantees surrender to the Committee
for cancellation such other Incentive Awards (including, without limitation, Incentive Awards with
higher exercise prices) as the Committee directs; provided, however, the Committee may not provide
for the repricing or exchange of underwater Stock Options or SARs for cash consideration or other
Incentive Awards unless such repricing or exchange receives the approval of a majority of the
holders of the Shares. Incentive Awards granted on the condition precedent of surrender of
outstanding Incentive Awards shall not count against the limits set forth in Section 1.4
until such time as such previous Incentive Awards are surrendered and cancelled. No surrender of
Incentive Awards shall be made under this Section 1.3(g) if such surrender causes any
Incentive Award to provide for the deferral of compensation in a manner that is subject to taxation
under Code Section 409A (unless otherwise determined by the Committee).



     (h) Indemnification. Each person who is or was a member of the Committee shall be indemnified
by the Company against and from any damage, loss, liability, cost and expense that may be imposed
upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or
proceeding to which he may be a party or in which he may be involved by reason of any action taken
or failure to act under the Plan, except for any such act or omission constituting willful
misconduct or gross negligence. Each such person shall be indemnified by the Company for all
amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in
satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons may be entitled under
the Company’s Articles or Certificate of Incorporation or Bylaws, as a matter of law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.



1.4 Shares of Common Stock Available for Incentive Awards




     Subject to adjustment under Section 6.6, there shall be available for Incentive Awards
that are granted wholly or partly in Common Stock (including rights or Stock Options that may be
exercised for or settled in Common Stock) One Million (1,000,000) Shares and, effective as of April
10, 2006, Two Million (2,000,000) Shares and, effective as of June 4, 2009, Two Million Six Hundred
Twenty Three Thousand (2,623,000) Shares and, effective as of June 14, 2010, Three Million Five
Hundred Seventy Three Thousand (3,573,000) Shares. Except as otherwise provided in Section 1.5,
the number of Shares that are the subject of Incentive Awards under this Plan, which are forfeited
or terminated, expire unexercised, are settled in cash in lieu of Common Stock or in a manner such
that all or some of the Shares covered by an Incentive Award are not issued to a Grantee or are
exchanged for Incentive Awards that do not involve Common Stock, shall again immediately become
available for Incentive Awards hereunder. The aggregate number of Shares which may be issued upon
exercise of ISOs shall be Three Million Five Hundred Seventy Three Thousand (3,573,000) of the
Shares reserved pursuant to the first sentence of this paragraph. For purposes of counting Shares
against the ISO maximum number of reserved Shares, the net number of Shares issued pursuant to the
exercise of an ISO shall be



10









 




counted. The Committee may from time to time adopt and observe such procedures concerning the
counting of Shares against the Plan maximum as it may deem appropriate.




     During any period that the Company is a Publicly Held Corporation, then unless and until the
Committee determines that a particular Incentive Award granted to a Covered Employee is not
intended to comply with the Performance-Based Exception, the following rules shall apply to grants
of Incentive Awards to Covered Employees:



     (a) Subject to adjustment as provided in Section 6.6, the maximum aggregate number of
Shares of Common Stock attributable to Incentive Awards paid out in Shares that may be granted (in
the case of Stock Options and SARs) or that may vest (in the case of Restricted Stock, Restricted
Stock Units or Other Stock-Based Awards), as applicable, in any calendar year pursuant to any
Incentive Award held by any individual Covered Employee shall be One Million (1,000,000) Shares.



     (b) The maximum aggregate cash payout (with respect to any Incentive Awards paid out in cash)
in any calendar year which may be made to any Covered Employee shall be Twenty Million Dollars
($20,000,000).



     (c) With respect to any Stock Option or SAR granted to a Covered Employee that is canceled or
repriced, the number of Shares subject to such Stock Option or SAR shall continue to count against
the maximum number of Shares that may be the subject of Stock Options or SARs granted to such
Covered Employee hereunder and, in this regard, such maximum number shall be determined in
accordance with Code Section 162(m).



     (d) The limitations of subsections (a), (b) and (c) above shall be construed and administered
so as to comply with the Performance-Based Exception.



1.5 Share Pool Adjustments for Awards and Payouts




     (a) The following Incentive Awards and payouts shall reduce, on a one Share for one Share
basis, the number of Shares authorized for issuance under the Share Pool:



          (i) Stock Option; and




          (ii) SAR.




     (b) The following Incentive Awards and payouts shall reduce, on a 1.72 Shares for one Share
basis, the number of Shares authorized for issuance under the Share Pool:



          (i) Restricted Stock Award; and




          (ii) A payout of a Restricted Stock Unit or Other Stock-Based Award in Shares.




     (c) The following transactions shall restore, on a one Share for one Share basis to the extent
the Incentive Award reduced the Shares available under the Share Pool by one Share at the time of
grant, and on a 1.72 Share for one Share basis to the extent the Incentive Award



11









 




reduced the Shares available under the Share Pool by 1.72 Shares at the time of grant, the
number of Shares authorized for issuance under the Share Pool:




          (i) A payout of a Restricted Stock Award, Restricted Stock Unit, SAR, or Other Stock-Based
Award in the form of cash and not Shares (but not the “cashless” exercise of a Stock Option as
provided in Section 2.3(a)); and




          (ii) A cancellation, termination, expiration, forfeiture, or lapse for any reason of any
Shares subject to an Incentive Award.




     Payment of an Option Price or tax withholding for any Incentive Award settled in Shares by
withholding Shares which otherwise would be acquired on exercise, vesting or settlement shall not
result in any increase in or restoration to the number of Shares available in the Share Pool.



1.6 Common Stock Available




     The Common Stock available for issuance or transfer under the Plan shall be made available
from Shares now or hereafter (a) held in the treasury of the Company, (b) authorized but unissued
shares, or (c) Shares to be purchased or acquired by the Company. No fractional shares shall be
issued under the Plan; payment for fractional shares shall be made in cash.



1.7 Participation




     (a) Eligibility. The Committee shall from time to time designate those Employees, Consultants
and/or Outside Directors, if any, to be granted Incentive Awards under the Plan, the type of
Incentive Awards granted, the number of Shares, Stock Options, rights or units, as the case may be,
which shall be granted to each such person, and any other terms or conditions relating to the
Incentive Awards as it may deem appropriate to the extent consistent with the provisions of the
Plan. A Grantee who has been granted an Incentive Award may, if otherwise eligible, be granted
additional Incentive Awards at any time.



     No Insider shall be eligible to be granted an Incentive Award that is subject to Rule 16a-3
under the Exchange Act unless and until such Insider has granted a limited power of attorney to
those officers of the Company who have been designated by the Committee for purposes of future
required filings under the Exchange Act.



     (b) Incentive Stock Option Eligibility. No Consultant or Outside Director shall be eligible
for the grant of any Incentive Stock Option. In addition, no Employee shall be eligible for the
grant of any Incentive Stock Option who owns or would own immediately before the grant of such
Incentive Stock Option, directly or indirectly, stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company, or any Parent or Subsidiary.
This restriction does not apply if, at the time such Incentive Stock Option is granted, the
Incentive Stock Option exercise price is at least one hundred and ten percent (110%) of the Fair
Market Value on the date of grant and the Incentive Stock Option by its terms is not exercisable
after the expiration of five (5) years from the date of grant. For the purpose of the immediately
preceding sentence, the attribution rules of Code Section 424(d) shall apply for the purpose of
determining an Employee’s percentage ownership in the Company or any Parent or



12









 




Subsidiary. This paragraph shall be construed consistent with the requirements of Code Section
422.




1.8 Types of Incentive Awards




     The types of Incentive Awards under the Plan are Stock Options and Stock Appreciation Rights
as described in Section 2, Restricted Stock Awards as described in Section 3,
Restricted Stock Units and Other Stock-Based Awards as described in Section 4, or any
combination of the foregoing.



SECTION 2

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS




2.1 Grant of Stock Options




     The Committee is authorized to grant (a) Nonstatutory Stock Options to Employees, Consultants
and/or Outside Directors and (b) Incentive Stock Options to Employees only, in accordance with the
terms and conditions of the Plan, and with such additional terms and conditions, not inconsistent
with the Plan, as the Committee shall determine in its discretion. Successive grants may be made to
the same Grantee regardless whether any Stock Option previously granted to such person remains
unexercised.



2.2 Stock Option Terms




     (a) Written Agreement. Each grant of a Stock Option shall be evidenced by a written Incentive
Agreement. Among its other provisions, each Incentive Agreement shall set forth the extent to which
the Grantee shall have the right to exercise the Stock Option following termination of the
Grantee’s Employment. Such provisions shall be determined in the discretion of the Committee, shall
be included in the Grantee’s Incentive Agreement, and need not be uniform among all Stock Options
issued pursuant to the Plan.



     (b) Number of Shares. Each Stock Option shall specify the number of Shares of Common Stock to
which it pertains.



     (c) Exercise Price. The exercise price per Share of Common Stock under each Stock Option
shall be determined by the Committee; provided, however, that such exercise price shall not be less
than 100% of the Fair Market Value per Share on the date the Stock Option is granted (or 110% for
10% or greater shareholders granted Incentive Stock Options as described in Section
1.7(b)). Each Stock Option shall specify the method of exercise which shall be consistent with
the requirements of Section 2.3(a).



     (d) Term. In the Incentive Agreement, the Committee shall fix the term of each Stock Option
(which shall be not more than seven (7) years from the date of grant for Stock Options granted on
and after June 14, 2010 and not more than five (5) years for ISO grants to 10% or greater
shareholders pursuant to Section 1.7(b)). In the event no term is fixed, such term shall be
seven (7) years from the date of grant for Stock Options granted on or after June 14, 2010.



13









 





     (e) Exercise. The Committee shall determine the time or times at which a Stock Option may be
exercised, in whole or in part. Each Stock Option may specify the required period of continuous
Employment and/or the Performance Criteria to be achieved before the Stock Option or portion
thereof will become exercisable. Each Stock Option, the exercise of which, or the timing of the
exercise of which, is dependent, in whole or in part, on the achievement of designated Performance
Criteria, may specify a minimum level of achievement in respect of the specified Performance
Criteria below which no Stock Options will be exercisable and a method for determining the number
of Stock Options that will be exercisable if performance is at or above such minimum but short of
full achievement of the Performance Criteria. All such terms and conditions shall be set forth in
the Incentive Agreement.



     (f) $100,000 Annual Limit on Incentive Stock Options. Notwithstanding any contrary provision
in the Plan, to the extent that the aggregate Fair Market Value (determined as of the time the
Incentive Stock Option is granted) of the Shares of Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by any Grantee during any single calendar year
(under the Plan and any other stock option plans of the Company and its Subsidiaries or Parent)
exceeds the sum of $100,000, such ISO shall automatically be deemed to be a Nonstatutory Stock
Option, but only to the extent in excess of the $100,000 limit, and not an ISO. In such event, all
other terms and provisions of such Stock Option grant shall remain unchanged. This paragraph shall
be applied by taking ISOs into account in the order in which they were granted and shall be
construed in accordance with Section 422(d) of the Code.



2.3 Stock Option Exercises




     (a) Method of Exercise and Payment. Stock Options shall be exercised by the delivery of a
signed written notice of exercise to the Company as of a date set by the Company in advance of the
effective date of the proposed exercise. The notice shall set forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full payment for the Shares.



     The Option Price upon exercise of any Stock Option shall be payable to the Company in full
either: (i) in cash or its equivalent; or (ii) subject to prior approval by the Committee in its
discretion, by tendering previously acquired Shares having an aggregate Fair Market Value at the
time of exercise equal to the Option Price, (iii) subject to prior approval by the Committee in its
discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate
Fair Market Value at the time of exercise equal to the total Option Price; or (iv) subject to prior
approval by the Committee in its discretion, by a combination of (i), (ii), and (iii) above.



     Any payment in Shares shall be effected by the surrender of such Shares to the Company in good
form for transfer and shall be valued at their Fair Market Value on the date when the Stock Option
is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not
surrender, or attest to the ownership of, Shares in payment of the Option Price if such action
would cause the Company to recognize compensation expense (or additional compensation expense) with
respect to the Stock Option for financial accounting reporting purposes.



14









 





     The Committee, in its discretion, also may allow the Option Price to be paid with such other
consideration as shall constitute lawful consideration for the issuance of Shares (including,
without limitation, effecting a “cashless exercise” with a broker of the Option), subject to
applicable securities law restrictions and tax withholdings, or by any other means which the
Committee determines to be consistent with the Plan’s purpose and applicable law. At the direction
of the Grantee, the broker will either (i) sell all of the Shares received when the Option is
exercised and pay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes
and any fees due to the broker); or (ii) sell enough of the Shares received upon exercise of the
Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the
Grantee (either directly or through the Company) a stock certificate for the remaining Shares.
Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of the
Exchange Act if the Company is a Publicly Held Corporation. Moreover, in no event will the
Committee allow the Option Price to be paid with a form of consideration, including a loan or a
“cashless exercise,” if such form of consideration would violate the Sarbanes-Oxley Act of 2002 as
determined by the Committee.



     As soon as practicable after receipt of a written notification of exercise and full payment,
the Company shall deliver, or cause to be delivered, to or on behalf of the Grantee, in the name of
the Grantee or other appropriate recipient, evidence of ownership for the number of Shares
purchased under the Stock Option.



     Subject to Section 6.4, during the lifetime of a Grantee, each Option granted to him
shall be exercisable only by the Grantee (or his legal guardian in the event of his Disability) or
by a broker-dealer acting on his behalf pursuant to a cashless exercise under the foregoing
provisions of this Section 2.3(a).



     (b) Restrictions on Share Transferability. The Committee may impose such restrictions on any
grant of Stock Options or on any Shares acquired pursuant to the exercise of a Stock Option as it
may deem advisable, including, without limitation, restrictions under (i) any shareholders’
agreement, buy/sell agreement, right of first refusal, non-competition, and any other agreement
between the Company and any of its securities holders or employees; (ii) any applicable federal
securities laws; (iii) the requirements of any stock exchange or market upon which such Shares are
then listed and/or traded; or (iv) any blue sky or state securities law applicable to such Shares.
Any certificate issued to evidence Shares issued upon the exercise of an Incentive Award may bear
such legends and statements as the Committee shall deem advisable to assure compliance with federal
and state laws and regulations.



     Any Grantee or other person exercising an Incentive Award shall be required, if requested by
the Committee, to give a written representation that the Incentive Award and the Shares subject to
the Incentive Award will be acquired for investment and not with a view to public distribution;
provided, however, that the Committee, in its discretion, may release any person receiving an
Incentive Award from any such representations either prior to or subsequent to the exercise of the
Incentive Award.



     (c) Notification of Disqualifying Disposition of Shares from Incentive Stock Options.
Notwithstanding any other provision of the Plan, a Grantee who disposes of Shares of Common Stock
acquired upon the exercise of an Incentive Stock Option by a sale or exchange



15









 




either (i) within two (2) years after the date of the grant of the Incentive Stock Option
under which the Shares were acquired or (ii) within one (1) year after the transfer of such Shares
to him pursuant to exercise, shall promptly notify the Company of such disposition, the amount
realized and his adjusted basis in such Shares.




     (d) Proceeds of Option Exercise. The proceeds received by the Company from the sale of Shares
pursuant to Stock Options exercised under the Plan shall be used for general corporate purposes.



2.4 Stock Appreciation Rights




     (a) Grant. The Committee may grant Stock Appreciation Rights that are intended to satisfy the
requirements under Code Section 409A to the effect that such SARs do not provide for the deferral
of compensation that is subject to taxation under Code Section 409A.



     (b) General Provisions. The terms and conditions of each SAR shall be evidenced by an
Incentive Agreement. The grant price per Share shall never be less than one hundred percent (100%)
of the Fair Market Value of a Share on the grant date of the SAR. The term of the SAR shall be
determined by the Committee but shall be no longer than seven (7) years for SARs granted on and
after June 14, 2010. The Committee cannot include any feature for the deferral of compensation
other than the deferral of recognition of income until exercise of the SAR.



     (c) Exercise. SARs shall be exercisable subject to such terms and conditions as the Committee
shall specify in the Incentive Agreement for the SAR grant. No SAR granted to an Insider may be
exercised prior to six (6) months from the date of grant, except in the event of his death or
Disability which occurs prior to the expiration of such six-month period if so permitted under the
Incentive Agreement.



     (d) Settlement. Upon exercise of the SAR, the Grantee shall receive an amount equal to the
Spread. The Spread, less applicable withholdings, shall be payable only in cash or in Shares, or a
combination of both, as specified in the Incentive Agreement, within 30 calendar days of the
exercise date. In addition, the Incentive Agreement under which such SARs are awarded, or any other
agreements or arrangements, shall not provide that the Company will purchase any Shares delivered
to the Grantee as a result of the exercise or vesting of a SAR.



SECTION 3

RESTRICTED STOCK




3.1 Award of Restricted Stock




     (a) Grant. With respect to a Grantee who is an Employee, Consultant or Outside Director,
Shares of Restricted Stock, which may be designated as a Performance-Based Award in the discretion
of the Committee, may be awarded by the Committee with such restrictions during the Restriction
Period as the Committee shall designate in its discretion. Any such restrictions may differ with
respect to a particular Grantee. Restricted Stock shall be awarded for no additional consideration
or such additional consideration as the Committee may determine, which consideration may be less
than, equal to or more than the Fair Market Value of the shares



16









 




of Restricted Stock on the grant date. The terms and conditions of each grant of Restricted
Stock shall be evidenced by an Incentive Agreement and, during the Restriction Period, such Shares
of Restricted Stock must remain subject to a “substantial risk of forfeiture” within the meaning
given to such term under Code Section 83. Any Restricted Stock Award may, at the time of grant, be
designated by the Committee as a Performance-Based Award that is intended to qualify for the
Performance-Based Exception.




     (b) Immediate Transfer Without Immediate Delivery of Restricted Stock. Unless otherwise
specified in the Grantee’s Incentive Agreement, each Restricted Stock Award shall constitute an
immediate transfer of the record and beneficial ownership of the Shares of Restricted Stock to the
Grantee in consideration of the performance of services as an Employee, Consultant or Outside
Director, as applicable, entitling such Grantee to all voting and other ownership rights in such
Shares.



     As specified in the Incentive Agreement, a Restricted Stock Award may limit the Grantee’s
dividend rights during the Restriction Period in which the shares of Restricted Stock are subject
to a “substantial risk of forfeiture” (within the meaning given to such term under Code Section 83)
and restrictions on transfer. In the Incentive Agreement, the Committee may apply any restrictions
to the dividends that the Committee deems appropriate. Without limiting the generality of the
preceding sentence, if the grant or vesting of Shares of a Restricted Stock Award granted to a
Covered Employee, is designed to comply with the requirements of the Performance-Based Exception,
the Committee may apply any restrictions it deems appropriate to the payment of dividends declared
with respect to such Shares of Restricted Stock, such that the dividends and/or the Shares of
Restricted Stock maintain eligibility for the Performance-Based Exception. In the event that any
dividend constitutes a derivative security or an equity security pursuant to the rules under
Section 16 of the Exchange Act, if applicable, such dividend shall be subject to a vesting period
equal to the remaining vesting period of the Shares of Restricted Stock with respect to which the
dividend is paid.



     Shares awarded pursuant to a grant of Restricted Stock, whether or not under a
Performance-Based Award, may be issued in the name of the Grantee and held, together with a stock
power endorsed in blank, by the Committee or Company (or their delegates) or in trust or in escrow
pursuant to an agreement satisfactory to the Committee, as determined by the Committee, until such
time as the restrictions on transfer have expired. All such terms and conditions shall be set forth
in the particular Grantee’s Incentive Agreement. The Company or Committee (or their delegates)
shall issue to the Grantee a receipt evidencing the certificates held by it which are registered in
the name of the Grantee.



3.2 Restrictions




     (a) Forfeiture of Restricted Stock. Restricted Stock awarded to a Grantee may be subject to
the following restrictions until the expiration of the Restriction Period: (i) a restriction that
constitutes a “substantial risk of forfeiture” (as defined in Code Section 83), and a restriction
on transferability; (ii) unless otherwise specified by the Committee in the Incentive Agreement,
the Restricted Stock that is subject to restrictions which are not satisfied shall be forfeited and
all rights of the Grantee to such Shares shall terminate; and (iii) any other restrictions that the
Committee determines in advance are appropriate, including, without limitation, rights of



17









 




repurchase or first refusal in the Company or provisions subjecting the Restricted Stock to a
continuing substantial risk of forfeiture in the hands of any transferee. Any such restrictions
shall be set forth in the particular Grantee’s Incentive Agreement.




     (b) Issuance of Certificates. Reasonably promptly after the date of grant with respect to
Shares of Restricted Stock, the Company shall cause to be issued a stock certificate, registered in
the name of the Grantee to whom such Shares of Restricted Stock were granted, evidencing such
Shares; provided, however, that the Company shall not cause to be issued such a stock certificate
unless it has received a stock power duly endorsed in blank with respect to such Shares. Each such
stock certificate shall bear the following legend or any other legend approved by the Company:



     The transferability of this certificate and the shares of stock represented hereby are subject
to the restrictions, terms and conditions (including forfeiture and restrictions against transfer)
contained in the T-3 Energy Services 2002 Stock Incentive Plan and an Incentive Agreement entered
into between the registered owner of such shares and T-3 Energy Services, Inc. A copy of the Plan
and Incentive Agreement are on file in the main corporate office of T-3 Energy Services, Inc.



     Such legend shall not be removed from the certificate evidencing such Shares of Restricted
Stock unless and until such Shares vest pursuant to the terms of the Incentive Agreement.



     (c) Removal of Restrictions. The Committee, in its discretion, shall have the authority to
remove any or all of the restrictions on the Restricted Stock if it determines that, by reason of a
change in applicable law or another change in circumstance arising after the grant date of the
Restricted Stock, such action is necessary or appropriate.



3.3 Delivery of Shares of Common Stock




     Subject to withholding taxes under Section 7.3 and to the terms of the Incentive
Agreement, a stock certificate evidencing the Shares of Restricted Stock with respect to which the
restrictions in the Incentive Agreement have been satisfied shall be delivered to the Grantee or
other appropriate recipient free of restrictions.



SECTION 4

OTHER STOCK-BASED AWARDS 




4.1 Grant of Other Stock-Based Awards




     Other Stock-Based Awards may be awarded by the Committee to Grantees that are payable in
Shares or in cash, as determined in the discretion of the Committee to be consistent with the goals
of the Company. Other types of Stock-Based Awards that are payable in Shares include, without
limitation, purchase rights, Shares awarded that are not subject to any restrictions or conditions,
Shares of Common Stock awarded subject to the satisfaction of specified Performance Criteria,
convertible or exchangeable debentures, other rights convertible into Shares, Incentive Awards
valued by reference to the performance of a specified Subsidiary, division or department of the
Company, and settlement in cancellation of rights of any person



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with a vested interest in any other plan, fund, program or arrangement that is or was
sponsored, maintained or participated in by the Company (or any Parent or Subsidiary). As is the
case with other types of Incentive Awards, Other Stock-Based Awards may be awarded either alone or
in addition to or in conjunction with any other Incentive Awards. Other Stock-Based Awards that are
payable in Shares are not intended to be deferred compensation that is subject to taxation under
Code Section 409A unless otherwise determined by the Committee.




     In addition to Other Stock-Based Awards that are payable in Shares, the Committee may award to
a Grantee Restricted Stock Units that are payable in Shares or cash, or in a combination thereof.
Restricted Stock Units are not intended to be deferred compensation that is subject to Code Section
409A; therefore, during the period beginning on the date such Incentive Award is granted and ending
on the payment date specified in the Incentive Agreement, the Grantee’s right to payment under the
Incentive Agreement must remain subject to a “substantial risk of forfeiture” within the meaning of
such term under Code Section 409A. In addition, payment to the Grantee under the Incentive
Agreement shall be made within two and one-half months (2 1/2) months following the end of the
calendar year in which the substantial risk of forfeiture lapses unless an earlier payment date is
specified in the Incentive Agreement.



4.2 Other Stock-Based Award Terms




     (a) Written Agreement. The terms and conditions of each grant of an Other Stock-Based Award
shall be evidenced by an Incentive Agreement.



     (b) Purchase Price. Except to the extent that an Other Stock-Based Award is granted in
substitution for an outstanding Incentive Award or is delivered upon exercise of a Stock Option,
the amount of consideration required to be received by the Company shall be either (i) no
consideration other than services actually rendered (in the case of authorized and unissued shares)
or to be rendered, or (ii) as otherwise specified in the Incentive Agreement.



     (c) Performance Criteria and Other Terms. The Committee may specify Performance Criteria for
(i) vesting in Other Stock-Based Awards and (ii) payment thereof to the Grantee, as it may
determine in its discretion. The extent to which any such Performance Criteria have been met shall
be determined and certified by the Committee in accordance with the requirements to qualify for the
Performance-Based Exception under Code Section 162(m). All terms and conditions of Other
Stock-Based Awards shall be determined by the Committee and set forth in the Incentive Agreement.



SECTION 5

PERFORMANCE-BASED AWARDS AND PERFORMANCE CRITERIA




     As determined by the Committee at the time of grant, Performance-Based Awards may be granted
subject to performance objectives relating to one or more of the following within the meaning of
Code Section 162(m) in order to qualify for the Performance-Based Exception (the “Performance
Criteria”):



     (a) profits (including, but not limited to, profit growth, net operating profit or economic
profit);



19









 





     (b) profit-related return ratios;



     (c) return measures (including, but not limited to, return on assets, capital, equity, investment or sales);



     (d) cash flow (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital or investments);



     (e) earnings (including but not limited to, total shareholder return, earnings per share or earnings before or after taxes);



     (f) net sales growth;



     (g) net earnings or income (before or after taxes, interest, depreciation and/or amortization);



     (h) gross, operating or net profit margins;



     (i) productivity ratios;



     (j) share price (including, but not limited to, growth measures and total shareholder return);



     (k) turnover of assets, capital, or inventory;



     (l) expense targets;



     (m) margins;



     (n) measures of health, safety or environment;



     (o) operating efficiency;



     (p) customer service or satisfaction;



     (q) market share;



     (r) credit quality;



     (s) debt ratios (e.g., debt to equity and debt to total capital); and



     (t) working capital targets.



     Performance Criteria may be stated in absolute terms or relative to comparison companies or indices to be achieved during a Performance Period. The Committee shall establish one or more Performance Criteria for each Incentive Award that is intended to qualify for the Performance-Based Exception on its grant date.




20











 





     In establishing the Performance Criteria for each applicable Incentive Award, the
Committee may provide that the effect of specified extraordinary or unusual events will be included
or excluded (including, but not limited to, items of gain, loss or expense determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a
segment of business or related to a change in accounting principle, all as determined in accordance
with the standards under Opinion No. 30 of the Accounting Principles Board (APB Opinion 30) or
other authoritative financial accounting standards). The terms of the stated Performance Criteria
for each applicable Incentive Award, whether for a Performance Period of one (1) year or multiple
years, must preclude the Committee’s discretion to increase the amount payable to any Grantee that
would otherwise be due upon attainment of the Performance Criteria, but may permit the Committee to
reduce the amount otherwise payable to the Grantee in the Committee’s discretion. The Performance
Criteria specified in any Incentive Agreement need not be applicable to all Incentive Awards, and
may be particular to an individual Grantee’s function or business unit. The Committee may establish
the Performance Criteria of the Company (or any entity which is affiliated by common ownership with
the Company) as determined and designated by the Committee, in its discretion, in the Incentive
Agreement.



     Performance-Based Awards will be granted in the discretion of the Committee and will be (a)
sufficiently objective so that an independent person or entity having knowledge of the relevant
facts could determine the amount payable to Grantee, if applicable, and whether the pre-determined
goals have been achieved with respect to the Incentive Award, (b) established at a time when the
performance outcome is substantially uncertain, (c) established in writing no later than ninety
(90) days after the commencement of the Performance Period to which they apply, and (d) based on
operating earnings, performance against peers, earnings criteria or such other criteria as provided
in this Section 5.



SECTION 6

PROVISIONS RELATING TO PLAN PARTICIPATION 




6.1 Incentive Agreement




     Each Grantee to whom an Incentive Award is granted shall be required to enter into an
Incentive Agreement with the Company, in such a form as is provided by the Committee. The Incentive
Agreement shall contain specific terms as determined by the Committee, in its discretion, with
respect to the Grantee’s particular Incentive Award. Such terms need not be uniform among all
Grantees or any similarly situated Grantees. The Incentive Agreement may include, without
limitation, vesting, forfeiture and other provisions particular to the particular Grantee’s
Incentive Award, as well as, for example, provisions to the effect that the Grantee (a) shall not
disclose any confidential information acquired during Employment with the Company, (b) shall abide
by all the terms and conditions of the Plan and such other terms and conditions as may be imposed
by the Committee, (c) shall not interfere with the employment or other service of any employee, (d)
shall not compete with the Company or become involved in a conflict of interest with the interests
of the Company, (e) shall forfeit an Incentive Award if terminated for Cause, (f) shall not be
permitted to make an election under Code Section 83(b) when applicable, and (g) shall be subject to
any other agreement between the Grantee and the Company regarding Shares that may be acquired under
an Incentive Award including, without limitation, a shareholders’ agreement, buy-sell agreement, or
other agreement restricting the transferability of



21









 




Shares by Grantee. An Incentive Agreement shall include such terms and conditions as are
determined by the Committee, in its discretion, to be appropriate with respect to any individual
Grantee. The Incentive Agreement shall be signed by the Grantee to whom the Incentive Award is made
and by an Authorized Officer.




6.2 No Right to Employment




     Nothing in the Plan or any instrument executed pursuant to the Plan shall create any
Employment rights (including without limitation, rights to continued Employment) in any Grantee or
affect the right of the Company to terminate the Employment of any Grantee at any time without
regard to the existence of the Plan.



6.3 Securities Requirements




     The Company shall be under no obligation to effect the registration pursuant to the Securities
Act of 1933 of any Shares to be issued hereunder or to effect similar compliance under any state
laws. Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause
to be issued or delivered any certificates evidencing Shares pursuant to the Plan unless and until
the Company is advised by its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of governmental authorities, and the requirements
of any securities exchange on which Shares are traded. The Committee may require, as a condition of
the issuance and delivery of certificates evidencing Shares pursuant to the terms hereof, that the
recipient of such Shares make such covenants, agreements and representations, and that such
certificates bear such legends, as the Committee, in its discretion, deems necessary or desirable.



     The Committee may, in its discretion, defer the effectiveness of any exercise of an Incentive
Award in order to allow the issuance of Shares to be made pursuant to registration or an exemption
from registration or other methods for compliance available under federal or state securities laws.
The Committee shall inform the Grantee in writing of its decision to defer the effectiveness of the
exercise of an Incentive Award. During the period that the effectiveness of the exercise of an
Incentive Award has been deferred, the Grantee may, by written notice to the Committee, withdraw
such exercise and obtain the refund of any amount paid with respect thereto.



     If the Shares issuable on exercise of an Incentive Award are not registered under the
Securities Act of 1933, the Company may imprint on the certificate for such Shares the following
legend or any other legend which counsel for the Company considers necessary or advisable to comply
with the Securities Act of 1933:


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (“ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO ANY APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL






22









 







REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.




6.4 Transferability




     Incentive Awards granted under the Plan shall not be transferable or assignable other than:
(a) by will or the laws of descent and distribution or (b) pursuant to a domestic relations order
which transfer shall occur pursuant and subject to procedures established by the Committee;
provided, however, only with respect to Incentive Awards consisting of Nonstatutory Stock Options,
the Committee may, in its discretion, authorize all or a portion of the Nonstatutory Stock Options
to be granted on terms which permit transfer by the Grantee to (i) the members of the Grantee’s
Immediate Family, (ii) a trust or trusts for the exclusive benefit of Immediate Family members,
(iii) a partnership in which such Immediate Family members are the only partners, or (iv) any other
entity owned solely by Immediate Family members; provided that (A) there may be no consideration
for any such transfer, (B) the Incentive Agreement pursuant to which such Nonstatutory Stock
Options are granted must be approved by the Committee, and must expressly provide for
transferability in a manner consistent with this Section 6.4, (C) subsequent transfers of
transferred Nonstatutory Stock Options shall be prohibited except in accordance with clauses (a)
and (b) (above) of this sentence, and (D) there may be no transfer of any Incentive Award in a
listed transaction as described in IRS Notice 2003-47. Following any permitted transfer, the
Nonstatutory Stock Option shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided that the term “Grantee” shall be deemed to refer
to the transferee. The events of termination of employment, as set out in Section 6.7 and
in the Incentive Agreement, shall continue to be applied with respect to the original Grantee, and
the Incentive Award shall be exercisable by the transferee only to the extent, and for the periods,
specified in the Incentive Agreement.



     Except as may otherwise be permitted under the Code, in the event of a permitted transfer of a
Nonstatutory Stock Option hereunder, the original Grantee shall remain subject to withholding taxes
upon exercise. In addition, the Company and the Committee shall have no obligation to provide any
notices to any Grantee or transferee thereof, including, for example, notice of the expiration of
an Incentive Award following the original Grantee’s termination of employment.



     The designation by a Grantee of a beneficiary of an Incentive Award shall not constitute
transfer of the Incentive Award. No transfer by will or by the laws of descent and distribution
shall be effective to bind the Company unless the Committee has been furnished with a copy of the
deceased Grantee’s enforceable will or such other evidence as the Committee deems necessary to
establish the validity of the transfer. Any attempted transfer in violation of this Section
6.4 shall be void and ineffective. All determinations under this Section 6.4 shall be
made by the Committee in its discretion.



6.5 Rights as a Shareholder




     (a) No Shareholder Rights. Except as otherwise provided in Section 3.1(b) for grants
of Restricted Stock, a Grantee of an Incentive Award (or a permitted transferee of such



23









 




Grantee) shall have no rights as a shareholder with respect to any Shares of Common Stock
until the issuance of a stock certificate or other record of ownership for such Shares.




     (b) Representation of Ownership. In the case of the exercise of an Incentive Award by a
person or estate acquiring the right to exercise such Incentive Award by reason of the death or
Disability of a Grantee, the Committee may require reasonable evidence as to the ownership of such
Incentive Award or the authority of such person. The Committee may also require such consents and
releases of taxing authorities as it deems advisable.



6.6 Change in Stock and Adjustments




     (a) Changes in Law or Circumstances. Subject to Section 6.8 (which only applies in
the event of a Change of Control), in the event of any change in applicable law or any change in
circumstances which results in or would result in any dilution of the rights granted under the
Plan, or which otherwise warrants an equitable adjustment because it interferes with the intended
operation of the Plan, then, if the Board or Committee should so determine, in its absolute
discretion, that such change equitably requires an adjustment in the number or kind of shares of
stock or other securities or property theretofore subject, or which may become subject, to issuance
or transfer under the Plan or in the terms and conditions of outstanding Incentive Awards, such
adjustment shall be made in accordance with such determination. Such adjustments may include
changes with respect to (i) the aggregate number of Shares that may be issued under the Plan, (ii)
the number of Shares subject to Incentive Awards, and (iii) the Option Price or other price per
Share for outstanding Incentive Awards, but shall not result in the grant of any Stock Option with
an exercise price less than 100% of the Fair Market Value per Share on the date of grant. The Board
or Committee shall give notice to each applicable Grantee of such adjustment which shall be
effective and binding.



     (b) Exercise of Corporate Powers. The existence of the Plan or outstanding Incentive Awards
hereunder shall not affect in any way the right or power of the Company or its shareholders to make
or authorize any or all adjustments, recapitalization, reorganization or other changes in the
Company’s capital structure or its business or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate act or proceeding
whether of a similar character or otherwise.



     (c) Recapitalization of the Company. Subject to Section 6.8 (which only applies in
the event of a Change of Control), if while there are Incentive Awards outstanding, the Company
shall effect any subdivision or consolidation of Shares of Common Stock or other capital
readjustment, the payment of a stock dividend, stock split, combination of Shares, recapitalization
or other increase or reduction in the number of Shares outstanding, without receiving compensation
therefore in money, services or property, then the number of Shares available under the Plan and
the number of Incentive Awards which may thereafter be exercised shall (i) in the event of an
increase in the number of Shares outstanding, be proportionately increased and the Option Price or
grant price per Share specified in any SAR grant of the Incentive Awards awarded shall be
proportionately reduced; and (ii) in the event of a reduction in the number of Shares outstanding,
be proportionately reduced, and the Option Price or grant



24









 




price per Share specified in any SAR grant of the Incentive Awards awarded shall be
proportionately increased. The Board or Committee shall take such action and whatever other action
it deems appropriate, in its discretion, so that the value of each outstanding Incentive Award to
the Grantee shall not be adversely affected by a corporate event described in this Section
6.6(c).




     (d) Issue of Common Stock by the Company. Except as hereinabove expressly provided in this
Section 6.6 and subject to Section 6.8 in the event of a Change of Control, the
issue by the Company of shares of stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services, either upon direct sale or upon
the exercise of rights or warrants to subscribe therefor, or upon any conversion of shares or
obligations of the Company convertible into such shares or other securities, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of, or Option Price or
Fair Market Value of, any Incentive Awards then outstanding under previously granted Incentive
Awards; provided, however, in such event, outstanding Shares of Restricted Stock shall be treated
the same as outstanding unrestricted Shares of Common Stock.



     (e) Assumption under the Plan of Outstanding Stock Options. Notwithstanding any other
provision of the Plan, the Board or Committee, in its discretion, may authorize the assumption and
continuation under the Plan of outstanding and unexercised stock options or other types of
stock-based incentive awards that were granted under a stock option plan (or other type of stock
incentive plan or agreement) that is or was maintained by a corporation or other entity that was
merged into, consolidated with, or whose stock or assets were acquired by, the Company as the
surviving corporation. Any such action shall be upon such terms and conditions as the Board or
Committee, in its discretion, may deem appropriate, including provisions to preserve the holder’s
rights under the previously granted and unexercised stock option or other stock-based incentive
award; such as, for example, retaining an existing exercise price under an outstanding stock
option. Any such assumption and continuation of any such previously granted and unexercised
incentive award shall be treated as an outstanding Incentive Award under the Plan and shall thus
count against the number of Shares reserved for issuance pursuant to Section 1.4 in the
manner set forth in Section 1.5. In addition, any Shares issued by the Company through the
assumption or substitution of outstanding grants from an acquired company shall reduce the Shares
available for grants under Section 1.4 in the manner set forth in Section 1.5.



     (f) Assumption of Incentive Awards by a Successor. Subject to the accelerated vesting and
other provisions of Section 6.8 that apply in the event of a Change of Control, in the
event of a Corporate Event (defined below), each Grantee shall be entitled to receive, in lieu of
the number of Shares subject to Incentive Awards, such shares of capital stock or other securities
or property as may be issuable or payable with respect to or in exchange for the number of Shares
which Grantee would have received had he exercised the Incentive Award immediately prior to such
Corporate Event, together with any adjustments (including, without limitation, adjustments to the
Option Price and the number of Shares issuable on exercise of outstanding Stock Options). For this
purpose, Shares of Restricted Stock shall be treated the same as unrestricted outstanding Shares of
Common Stock. A “Corporate Event” means any of the following: (i) a dissolution or liquidation of
the Company, (ii) a sale of all or substantially all of the Company’s assets, or (iii) a merger,
consolidation or combination involving the Company (other than a merger, consolidation or
combination (A) in which the Company is the continuing



25









 




or surviving corporation and (B) which does not result in the outstanding Shares being
converted into or exchanged for different securities, cash or other property, or any combination
thereof). The Board or Committee shall take whatever other action it deems appropriate to preserve
the rights of Grantees holding outstanding Incentive Awards.




     Notwithstanding the previous paragraph of this Section 6.6(f), but subject to the
accelerated vesting and other provisions of Section 6.8 that apply in the event of a Change
of Control, in the event of a Corporate Event (described in the previous paragraph), the Board or
Committee, in its discretion, shall have the right and power to:



          (i) cancel, effective immediately prior to the occurrence of the Corporate Event, each
outstanding Incentive Award (whether or not then exercisable) and, in full consideration of such
cancellation, pay to the Grantee an amount in cash equal to the excess of (A) the value, as
determined by the Board or Committee, of the property (including cash) received by the holders of
Common Stock as a result of such Corporate Event over (B) the exercise price of such Incentive
Award, if any; provided, however, this subsection (i) shall be inapplicable to an Incentive Award
granted within six (6) months before the occurrence of the Corporate Event if the Grantee is an
Insider and such disposition is not exempt under Rule 16b-3 (or other rules preventing liability of
the Insider under Section 16(b) of the Exchange Act) and, in that event, the provisions hereof
shall be applicable to such Incentive Award after the expiration of six (6) months from the date of
grant; or




          (ii) provide for the exchange or substitution of each Incentive Award outstanding immediately
prior to such Corporate Event (whether or not then exercisable) for another award with respect to
the Common Stock or other property for which such Incentive Award is exchangeable and, incident
thereto, make an equitable adjustment as determined by the Board or Committee, in its discretion,
in the Option Price or exercise price of the Incentive Award, if any, or in the number of Shares or
amount of property (including cash) subject to the Incentive Award; or




          (iii) provide for assumption of the Plan and such outstanding Incentive Awards by the
surviving entity or its parent. The Board or Committee, in its discretion, shall have the authority
to take whatever action it deems to be necessary or appropriate to effectuate the provisions of
this Section 6.6(f).




6.7 Termination of Employment, Death, Disability and Retirement




     (a) Termination of Employment. Unless otherwise expressly provided in the Grantee’s Incentive
Agreement or the Plan, if the Grantee’s Employment is terminated for any reason other than due to
his death, Disability, Retirement or for Cause, any non-vested portion of any Stock Option or other
Incentive Award at the time of such termination shall automatically expire and terminate and no
further vesting shall occur after the termination date. In such event, except as otherwise
expressly provided in his Incentive Agreement, the Grantee shall be entitled to exercise his rights
only with respect to the portion of the Incentive Award that was vested as of his termination of
Employment date for a period that shall end on the earlier of (i) the expiration date set forth in
the Incentive Agreement or (ii) ninety (90) days after the date of his termination of Employment.



26









 





     (b) Termination of Employment for Cause. Unless otherwise expressly provided in the Grantee’s
Incentive Agreement or the Plan, in the event of the termination of a Grantee’s Employment for
Cause, all vested and non-vested Stock Options and other Incentive Awards granted to such Grantee
shall immediately expire, and shall not be exercisable to any extent, as of 12:01 a.m. (CST) on the
date of such termination of Employment.



     (c) Retirement. Unless otherwise expressly provided in the Grantee’s Incentive Agreement or
the Plan, upon the termination of Employment due to the Grantee’s Retirement:



          (i) any non-vested portion of any outstanding Option or other Incentive Award shall
immediately terminate and no further vesting shall occur; and




          (ii) any vested Option or other Incentive Award shall expire on the earlier of (A) the
expiration date set forth in the Incentive Agreement for such Incentive Award; or (B) the
expiration of (1) six (6) months after the date of his termination of Employment due to Retirement
in the case of any Incentive Award other than an Incentive Stock Option or (2) three months after
his termination date in the case of an Incentive Stock Option.




     (d) Disability or Death. Unless otherwise expressly provided in the Grantee’s Incentive
Agreement or the Plan, upon termination of Employment as a result of the Grantee’s Disability or
death:



          (i) any non-vested portion of any outstanding Option or other Incentive Award shall
immediately terminate upon termination of Employment and no further vesting shall occur; and




          (ii) any vested Incentive Award shall expire on the earlier of either (A) the expiration date
set forth in the Incentive Agreement or (B) the one year anniversary date of the Grantee’s
termination of Employment date.




     In the case of any vested Incentive Stock Option held by an Employee following termination of
Employment, notwithstanding the definition of “Disability” in Section 1.2, whether the
Employee has incurred a “Disability” for purposes of determining the length of the Option exercise
period following termination of Employment under this Section 6.7(d) shall be determined by
reference to Code Section 22(e)(3) to the extent required by Code Section 422(c)(6). The Committee
shall determine whether a Disability for purposes of this Section 6.7(d) has occurred.



     (e) Continuation. Subject to the conditions and limitations of the Plan and applicable law
and regulation in the event that a Grantee ceases to be an Employee, Outside Director or
Consultant, as applicable, for whatever reason, the Committee and Grantee may mutually agree with
respect to any outstanding Option or other Incentive Award then held by the Grantee (i) for an
acceleration or other adjustment in any vesting schedule applicable to the Incentive Award; (ii)
for a continuation of the exercise period following termination for a longer period than is
otherwise provided under such Incentive Award; or (iii) to any other change in the terms and
conditions of the Incentive Award. In the event of any such change to an outstanding Incentive
Award, a written amendment to the Grantee’s Incentive Agreement shall be required. No amendment to
a Grantee’s Incentive Award shall be made to the extent compensation



27









 




payable pursuant thereto as a result of such amendment would be considered deferred
compensation subject to taxation under Code Section 409A, unless otherwise determined by the
Committee.




6.8 Change of Control




     Notwithstanding any contrary provision in the Plan, in the event of a Change of Control (as
defined below), the following actions shall automatically occur as of the day immediately preceding
the Change of Control date unless expressly provided otherwise in the individual Grantee’s
Incentive Agreement:



     (a) all of the Stock Options and Stock Appreciation Rights then outstanding shall become 100%
vested and immediately and fully exercisable;



     (b) all of the restrictions and conditions of any Restricted Stock Awards, Restricted Stock
Units and any Other Stock-Based Awards then outstanding shall be deemed satisfied, and the
Restriction Period with respect thereto shall be deemed to have expired, and thus each such
Incentive Award shall become free of all restrictions and fully vested; and



     (c) all of the Performance-Based Awards shall become fully vested, deemed earned in full, and
promptly paid within thirty (30) days to the affected Grantees without regard to payment schedules
and notwithstanding that the applicable performance cycle, retention cycle or other restrictions
and conditions have not been completed or satisfied.



     For all purposes of this Plan, a “Change of Control” of the Company means the occurrence of
any one or more of the following events:



     (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either (i) the then
outstanding shares of common stock of the Company (the “Outstanding Company Stock”) or (ii) the
combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided,
however, that the following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company or any Subsidiary, (ii) any acquisition by the Company or any
Subsidiary or by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary, or (iii) any acquisition by any corporation pursuant to a
reorganization, merger, consolidation or similar business combination involving the Company (a
“Merger”), if, following such Merger, the conditions described in Section 6.8(c) (below)
are satisfied;



     (b) Individuals who, as of June 14, 2010, constitute the Board of Directors of the Company
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to June 14, 2010 whose
election, or nomination for election by the Company’s shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an



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actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;




     (c) Consummation of a Merger, unless immediately following such Merger, (i) substantially all
of the holders of the Outstanding Company Voting Securities immediately prior to Merger
beneficially own, directly or indirectly, more than 50% of the common stock of the corporation
resulting from such Merger (or its parent corporation) in substantially the same proportions as
their ownership of Outstanding Company Voting Securities immediately prior to such Merger and (ii)
at least a majority of the members of the board of directors of the corporation resulting from such
Merger (or its parent corporation) were members of the Incumbent Board at the time of the execution
of the initial agreement providing for such Merger;



     (d) The sale or other disposition of all or substantially all of the assets of the Company,
unless immediately following such sale or other disposition, (i) substantially all of the holders
of the Outstanding Company Voting Securities immediately prior to the consummation of such sale or
other disposition beneficially own, directly or indirectly, more than 50% of the common stock of
the corporation acquiring such assets in substantially the same proportions as their ownership of
Outstanding Company Voting Securities immediately prior to the consummation of such sale or
disposition, and (ii) at least a majority of the members of the board of directors of such
corporation (or its parent corporation) were members of the Incumbent Board at the time of
execution of the initial agreement or action of the Board providing for such sale or other
disposition of assets of the Company; or



     (e) The consummation of the liquidation or dissolution of the Company.



     Notwithstanding the occurrence of any of the foregoing events set out in this Section 6.8
which would otherwise result in a Change of Control, the Board may determine in its discretion, if
it deems it to be in the best interest of the Company, that an event or events otherwise
constituting or reasonably leading to a Change of Control shall not be deemed a Change of Control
hereunder. Such determination shall be effective only if it is made by the Board (i) prior to the
occurrence of an event that otherwise would be, or reasonably lead to, a Change of Control, or (ii)
after such event only if made by the Board a majority of which is composed of directors who were
members of the Board immediately prior to the event that otherwise would be, or reasonably lead to,
a Change of Control.



     Notwithstanding the foregoing provisions of this Section 6.8, to the extent that any
payment or acceleration hereunder is subject to Code Section 409A with respect to an Incentive
Award that provides for the deferral of compensation within the meaning of Code Section 409A, then
the term Change of Control shall have the meaning set forth in Code Section 409A(2)(A)(v) and
authoritative guidance issued thereunder which are incorporated herein by reference, but only to
the extent inconsistent with the foregoing provisions of the Change of Control definition as
determined by the Committee.



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6.9 Exchange of Incentive Awards




     The Committee may, in its discretion, permit any Grantee to surrender outstanding Incentive
Awards in order to exercise or realize his rights under other Incentive Awards or in exchange for
the grant of new Incentive Awards, or require holders of Incentive Awards to surrender outstanding
Incentive Awards (or comparable rights under other plans or arrangements) as a condition precedent
to the grant of new Incentive Awards; provided, however, the Committee may not provide for the
repricing or exchange of underwater Stock Options or SARs for cash consideration or other Incentive
Awards unless such repricing or exchange receives the approval of a majority of the holders of the
Shares. No exchange of Incentive Awards shall be made under this Section 6.9 if such
surrender causes any Incentive Award to provide for the deferral of compensation in a manner that
is subject to taxation under Code Section 409A (unless otherwise determined by the Committee).



6.10 Financing




     Subject to the requirements of the Sarbanes-Oxley Act of 2002, the Company may extend and
maintain, or arrange for and guarantee, the extension and maintenance of financing to any Grantee
to purchase Shares pursuant to exercise of an Incentive Award upon such terms as are approved by
the Committee in its discretion.



SECTION 7

GENERAL




7.1 Effective Date and Grant Period




     This Plan, as amended and restated effective June 14, 2010 except as otherwise provided
herein, was adopted by the Company on April 28, 2010 and approved by the shareholders of the
Company on June 14, 2010, the effective date of the increase in Shares available for Incentive
Awards under Section 1.4. Incentive Awards may be granted under the Plan at any time prior
to receipt of such shareholder approval; provided, however, if the requisite shareholder approval
is not obtained then any Incentive Awards granted hereunder shall automatically become null and
void and of no force or effect. Notwithstanding the foregoing, any Incentive Award that is
intended to satisfy the Performance-Based Exception shall not be granted until the terms of the
Plan are disclosed to, and approved by, shareholders of the Company in accordance with the
requirements of the Performance-Based Exception.



7.2 Funding and Liability of Company




     No provision of the Plan shall require the Company, for the purpose of satisfying any
obligations under the Plan, to purchase assets or place any assets in a trust or other entity to
which contributions are made, or otherwise to segregate any assets. In addition, the Company shall
not be required to maintain separate bank accounts, books, records or other evidence of the
existence of a segregated or separately maintained or administered fund for purposes of the Plan.
Although bookkeeping accounts may be established with respect to Grantees who are entitled to cash,
Common Stock or rights thereto under the Plan, any such accounts shall be used merely as a
bookkeeping convenience. The Company shall not be required to segregate any assets that may at any
time be represented by cash, Common Stock or rights thereto. The Plan shall not be



30









 




construed as providing for such segregation, nor shall the Company, the Board or the Committee
be deemed to be a trustee of any cash, Common Stock or rights thereto. Any liability or obligation
of the Company to any Grantee with respect to an Incentive Award shall be based solely upon any
contractual obligations that may be created by this Plan and any Incentive Agreement, and no such
liability or obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. None of the Company, the Board or the Committee shall
be required to give any security or bond for the performance of any obligation that may be created
by the Plan.




7.3 Withholding Taxes




     (a) Tax Withholding. The Company shall have the power and the right to deduct or withhold, or
require a Grantee to remit to the Company, an amount sufficient to satisfy federal, state, and
local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of the Plan or an Incentive Award hereunder. Upon the lapse of
restrictions on Restricted Stock, the Committee, in its discretion, may elect to satisfy the tax
withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair
Market Value on the date the tax is to be determined equal to the minimum withholding taxes which
could be imposed on the transaction as determined by the Committee.



     (b) Share Withholding. With respect to tax withholding required upon the exercise of Stock
Options or SARs, upon the lapse of restrictions on Restricted Stock, or upon any other taxable
event arising as a result of any Incentive Awards, Grantees may elect, subject to the approval of
the Committee in its discretion, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum withholding taxes which could be imposed on the transaction as
determined by the Committee. All such elections shall be made in writing, signed by the Grantee,
and shall be subject to any restrictions or limitations that the Committee, in its discretion,
deems appropriate.



     (c) Incentive Stock Options. With respect to Shares received by a Grantee pursuant to the
exercise of an Incentive Stock Option, if such Grantee disposes of any such Shares within (i) two
years from the date of grant of such Option or (ii) one year after the transfer of such shares to
the Grantee, the Company shall have the right to withhold from any salary, wages or other
compensation payable by the Company to the Grantee an amount sufficient to satisfy the minimum
withholding taxes which could be imposed with respect to such disqualifying disposition.



     (d) Loans. To the extent permitted by the Sarbanes-Oxley Act of 2002 or other applicable law,
the Committee may provide for loans, on either a short term or demand basis, from the Company to a
Grantee who is an Employee or Consultant to permit the payment of taxes required by law.



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7.4 No Guarantee of Tax Consequences




     Neither the Company nor the Committee makes any commitment or guarantee that any federal,
state or local tax treatment will apply or be available to any person participating or eligible to
participate hereunder.



7.5 Designation of Beneficiary by Participant




     Each Grantee may, from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid in case of his death
before he receives any or all of such benefit. Each such designation shall revoke all prior
designations by the same Grantee, shall be in a form prescribed by the Committee, and will be
effective only when filed by the Grantee in writing with the Company’s Human Resources Department,
with a copy to the Committee, during the Grantee’s lifetime, and received and accepted by the Human
Resources Department. In the absence of any such designation, benefits remaining unpaid at the
Grantee’s death shall be paid to the Grantee’s estate.



7.6 Deferrals




     The Committee shall not permit a Grantee to defer such Grantee’s receipt of the payment of
cash or the delivery of Shares under the terms of his Incentive Agreement that would otherwise be
due and payable by virtue of the lapse or waiver of restrictions with respect to Restricted Stock
or another form of Incentive Award, or the satisfaction of any requirements or goals with respect
to any Incentive Awards.



7.7 Amendment and Termination




     The Board shall have the power and authority to terminate or amend the Plan at any time;
provided, however, the Board shall not, without the approval of the shareholders of the Company
within the time period required by applicable law:



     (a) except as provided in Section 6.6, increase the maximum number of Shares which may
be issued under the Plan pursuant to Section 1.4;



     (b) amend the requirements as to the class of Employees eligible to purchase Common Stock
under the Plan;



     (c) extend the term of the Plan; or,



     (d) if the Company is a Publicly Held Corporation (i) increase the maximum limits on Incentive
Awards to Covered Employees as set for compliance with the Performance-Based Exception or (ii)
decrease the authority granted to the Committee under the Plan in contravention of Rule 16b-3 under
the Exchange Act.



     No termination, amendment, or modification of the Plan shall adversely affect in any material
way any outstanding Incentive Award previously granted to a Grantee under the Plan, without the
written consent of such Grantee or other designated holder of such Incentive Award.



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Nothing in the preceding sentence shall limit the ability of the Board or Committee to
exercise its discretion as provided in Section 6.6(f).




     In addition, to the extent that the Committee determines that (a) the listing for
qualification requirements of any national securities exchange or quotation system on which the
Company’s Common Stock is then listed or quoted, if applicable, or (b) the Code (or regulations
promulgated thereunder), require shareholder approval in order to maintain compliance with such
listing requirements or to maintain any favorable tax advantages or qualifications, then the Plan
shall not be amended in such respect without approval of the Company’s shareholders.



7.8 Requirements of Law




     (a) Governmental Entities and Securities Exchanges. The granting of Incentive Awards and the
issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities exchanges as may be
required. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent
that such shares are so evidenced) may be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the rules and regulations of the Securities
and Exchange Commission, any securities exchange or transaction reporting system upon which the
Common Stock is then listed or to which it is admitted for quotation, and any applicable federal or
state securities law, if applicable. The Committee may cause a legend or legends to be placed upon
such certificates (if any) to make appropriate reference to such restrictions.



     (b) Securities Act Rule 701. If no class of the Company’s securities is registered under
Section 12 of the Exchange Act, then unless otherwise determined by the Committee, grants of
Incentive Awards to “Rule 701 Grantees” (as defined below) and issuances of the underlying shares
of Common Stock, if any, on the exercise or conversion of such Incentive Awards are intended to
comply with all applicable conditions of Securities Act Rule 701 (“Rule 701”), including, without
limitation, the restrictions as to the amount of securities that may be offered and sold in
reliance on Rule 701, so as to qualify for an exemption from the registration requirements of the
Securities Act. Any ambiguities or inconsistencies in the construction of an Incentive Award or the
Plan shall be interpreted to give effect to such intention. In accordance with Rule 701, each
Grantee shall receive a copy of the Plan on or before the date an Incentive Award is granted to
him, as well as the additional disclosure required by Rule 701 (e) if the aggregate sales price or
amount of securities sold during any consecutive 12-month period exceeds $5,000,000 as determined
under Rule 701(e). If Rule 701 (or any successor provision) is amended to eliminate or otherwise
modify any of the requirements specified in Rule 701, then the provisions of this Section
7.8(b) shall be interpreted and construed in accordance with Rule 701 as so amended. For
purposes of this Section 7.8(b), as determined in accordance with Rule 701, “Rule 701
Grantees” shall mean any Grantee other than a director of the Company, the Company’s chairman, CEO,
president, chief financial officer, controller and any vice president of the Company, and any other
key employee of the Company who generally has access to financial and other business related
information and possesses sufficient sophistication to understand and evaluate such information.



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7.9 Rule 16b-3 Securities Law Compliance for Insiders




     If the Company is a Publicly Held Corporation, transactions under the Plan with respect to
Insiders are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange
Act. Any ambiguities or inconsistencies in the construction of an Incentive Award or the Plan shall
be interpreted to give effect to such intention, and to the extent any provision of the Plan or
action by the Committee fails to so comply, it shall be deemed null and void to the extent
permitted by law and deemed advisable by the Committee in its discretion.



7.10 Compliance with Code Section 162(m) for Publicly Held Corporation




     If the Company is a Publicly Held Corporation, unless otherwise determined by the Committee
with respect to any particular Incentive Award, it is intended that the Plan shall comply fully
with the applicable requirements so that any Incentive Awards subject to Section 162(m) that are
granted to Covered Employees shall qualify for the Performance-Based Exception. If any provision
of the Plan or an Incentive Agreement would disqualify the Plan or would not otherwise permit the
Plan or Incentive Award to comply with the Performance-Based Exception as so intended, such
provision shall be construed or deemed to be amended to conform to the requirements of the
Performance-Based Exception to the extent permitted by applicable law and deemed advisable by the
Committee; provided, however, no such construction or amendment shall have an adverse effect on the
prior grant of an Incentive Award or the economic value to a Grantee of any outstanding Incentive
Award.



7.11 Notices




     (a) Notice From Insiders to Secretary of Change in Beneficial Ownership. Within two business
days after the date of a change in beneficial ownership of the Common Stock issued or delivered
pursuant to this Plan, an Insider should report to the Secretary of the Company any such change to
the beneficial ownership of Common Stock that is required to be reported with respect to such
Insider under Rule 16(a)-3 promulgated pursuant to the Exchange Act. Whenever reasonably feasible,
Insiders will provide the Committee with advance notification of such change in beneficial
ownership.



     (b) Notice to Insiders and Securities and Exchange Commission. The Company shall provide
notice to any Insider, as well as to the Securities and Exchange Commission, of any “blackout
period,” as defined in Section 306(a)(4) of the Sarbanes-Oxley Act of 2002, in any case in which
Insider is subject to the requirements of Section 304 of said Act in connection with such “blackout
period.”



7.12 Pre-Clearance Agreement with Brokers




     Notwithstanding anything in the Plan to the contrary, no shares of Common Stock issued
pursuant to this Plan will be delivered to a broker or dealer that receives such shares for the
account of an Insider unless and until the broker or dealer enters into a written agreement with
the Company whereby such broker or dealer agrees to report immediately to the Secretary of the
Company (or other designated person) a change in the beneficial ownership of such shares.



34









 





7.13 Successors to Company




     Except as otherwise provided in Section 6.6(f), all obligations of the Company under
the Plan with respect to Incentive Awards granted hereunder shall be binding on any successor to
the Company, whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or
assets of the Company.



7.14 Miscellaneous Provisions




     (a) No Employee, Consultant, Outside Director, or other person shall have any claim or right
to be granted an Incentive Award under the Plan. Neither the Plan, nor any action taken hereunder,
shall be construed as giving any Employee, Consultant, or Outside Director any right to be retained
in the Employment or other service of the Company or any Parent or Subsidiary.



     (b) The expenses of the Plan shall be borne by the Company.



     (c) By accepting any Incentive Award, each Grantee and each person claiming by or through him
shall be deemed to have indicated his acceptance of the Plan.



7.15 Severability




     In the event that any provision of this Plan shall be held illegal, invalid or unenforceable
for any reason, such provision shall be fully severable, but shall not affect the remaining
provisions of the Plan, and the Plan shall be construed and enforced as if the illegal, invalid, or
unenforceable provision was not included herein.



7.16 Gender, Tense and Headings




     Whenever the context so requires, words of the masculine gender used herein shall include the
feminine and neuter, and words used in the singular shall include the plural. Section headings as
used herein are inserted solely for convenience and reference and constitute no part of the
interpretation or construction of the Plan.



7.17 Governing Law




     The Plan shall be interpreted, construed and constructed in accordance with the laws of the
State of Delaware without regard to its conflicts of law provisions, except as may be superseded by
applicable laws of the United States.



35









 





     IN WITNESS WHEREOF, the Company has caused this Plan to be duly executed in its name and on
its behalf by its duly authorized officer, effective as of June 14, 2010.



	 	 	 	 	 
	 	T-3 ENERGY SERVICES, INC.

 	 
	 	By:  	/s/ James M. Mitchell
 	 
	 	 	Name:  	James M. Mitchell 	 
	 	 	Title:  	Senior Vice President 	 
	 




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