Exhibit 10.6



 


Exhibit
10.6


 


FORM
STOCK OPTION AGREEMENT


 


This
Incentive Stock Option Agreement (this “Agreement”) is made
as of the  day of  _____________ (the “Date of Grant”), between Eco-Stim Energy Solutions, Inc., a Nevada
corporation (the “Company”), and _______________ (“Employee”).


 


To
carry out the purposes of the Company’s 2013 Stock Incentive Plan
(the “Plan”), by affording Employee the opportunity to purchase shares of Common Stock, and in consideration
of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:


 


1.
Grant of Option. The Company hereby irrevocably grants to Employee the right and option (“Option”) to
purchase all or any part of an aggregate of   shares of Common Stock on the terms and conditions set forth herein and in
the Plan. Employee acknowledges receipt of a copy of the Plan and agrees that the terms and provisions of the Plan are incorporated
herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan,
the Plan shall control. Capitalized terms used but not defined in this Agreement shall have the meaning attributed to such terms
under the Plan, unless the context requires otherwise. This Option is intended to constitute an incentive stock option, within
the meaning of section 422(b) of the Code, to the maximum extent permitted under the Code. Employee acknowledges that only a portion
of this Option may qualify as such an incentive stock option due to the limitation set forth in section 422(d) of the Code.


 


2.
Purchase Price. The purchase price of Common Stock purchased pursuant to the exercise of this Option shall be $_____
per share, which has been determined to be not less than the Fair Market Value of a share of Common Stock at the Date of Grant.
For all purposes of this Agreement, the Fair Market Value of Common Stock shall be determined in accordance with the provisions
of the Plan.


 


3.
Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised,
by written notice to the Company at its principal executive office addressed to the attention of its Corporate Secretary (or such
other officer or employee of the Company as the Company may designate from time to time), at any time and from time to time after
the Date of Grant, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of
the aggregate number of shares offered by this Option determined by the number of full years from the Date of Grant to the date
of such exercise, in accordance with the following schedule:


 




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	Number
    of Full Years	 	Percentage
    of Shares 
That May Be Purchased	 
	Less than 6 months	 	 	0	%
	6-11 months	 	 	25	%
	12-17 months	 	 	50	%
	18-23 months	 	 	75	%
	24 months or more	 	 	100	%



 


This
Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable
upon Employee’s termination of employment with the Company, except that:


 


(a)
If Employee’s employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of
the Code) or retirement (within the meaning of the Company’s standard corporate policies, this Option may be exercised [in
full] by Employee (or Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution
or otherwise by reason of the death of Employee) at any time during the period of one year following such termination, but only
as to the number of shares Employee was entitled to purchase hereunder as of the date Employee’s employment so terminates.


 


(b)
If Employee dies while in the employ of the Company, Employee’s estate, or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any
time during the period of one year following the date of Employee’s death, but only as to the number of shares Employee
was entitled to purchase hereunder as of the date of Employee’s death.


 


(c)
If Employee’s employment with the Company terminates for any reason other than as described in (a) or (b) above, unless
Employee voluntarily terminates such employment or such employment is terminated for cause, this Option may be exercised by Employee
at any time during the period of three months following such termination, or by Employee’s estate (or the person who acquires
this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of
one year following Employee’s death if Employee dies during such three month period, but in each case only as to the number
of shares Employee was entitled to purchase hereunder as of the date Employee’s employment so terminates. The Committee
may, in its sole discretion, advise Employee in writing, prior to a voluntary termination of Employee’s employment, that
such termination will be treated for purposes of this paragraph as an involuntary termination for a reason other than cause. As
used in this paragraph, the term “cause” shall mean Employee (i) has been convicted of a misdemeanor involving moral
turpitude or of a felony, (ii) has engaged in gross negligence or willful misconduct in the performance of the duties of Employee’s
employment, (iii) has willfully disregarded any written corporate policies established by the Company, or (iv) has materially
breached any material provision of any written agreement between Employee and the Company or any of its Affiliates.


 




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This
Option shall not be exercisable in any event after the expiration of ten years from the Date of Grant. The purchase price of shares
as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or
money order payable to the order of the Company), (b) if permitted by the Committee in its sole discretion, by delivering or constructively
tendering to the Company shares of Common Stock having a Fair Market Value equal to the purchase price (provided such shares used
for this purpose must have been held by Employee for such minimum period of time as may be established from time to time by the
Committee), (c) if the Common Stock is readily tradable on a national securities market, through a “cashless exercise”
in accordance with a Company established policy or program for the same, or (d) any combination of the foregoing. No fraction
of a share of Common Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of
the exercise price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance
and acceptance of only whole shares of Common Stock. Unless and until a certificate or certificates representing such shares shall
have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee’s
death) shall not be or have any of the rights or privileges of a stockholder of the Company with respect to shares acquirable
upon an exercise of this Option.


 


4.
Withholding of Tax. To the extent that the grant or exercise of this Option or the disposition of shares of Common
Stock acquired by exercise of this Option results in compensation income or wages to Employee for federal, state, local or foreign
tax purposes, Employee shall deliver to the Company or to any Affiliate nominated by the Company at the time of such grant, exercise
or disposition such amount of money or, if permitted by the Committee in its sole discretion, shares of Common Stock as the Company
or any Affiliate nominated by the Company may require to meet its minimum obligation under applicable tax or social security laws
or regulations. No exercise of this Option shall be effective until Employee (or the person entitled to exercise this Option,
as applicable) has made arrangements approved by the Company to satisfy all applicable minimum tax withholding requirements of
the Company or, if applicable, any Affiliate of the Company.


 


5.
Lock-up Provision. Employee hereby agrees that in the event of any underwritten public offering of Common Stock,
including an initial public offering of Common Stock, pursuant to an effective registration statement filed under the Securities
Act of 1933, as amended (the “Securities Act”), Employee shall not effect any public sale or distribution of Common
Stock or of any securities convertible into or exchangeable or exercisable for Common Stock or hedging transactions relating to
Common Stock, including a sale pursuant to Rule 144 under the Securities Act, during the period beginning 14 days prior to the
expected date of “pricing” of such public offering and continuing for a period not to exceed 180 days after the date
of the final prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration statement)
as may be established by the underwriter(s) for such public offering (the “Lock-Up Period”); provided, however, that
if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material
event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that
it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each
case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings
results or the occurrence of the material news or material event, as applicable, unless the managing underwriter(s) of such underwritten
public offering waive, in writing, such extension. If and to the extent requested by the managing underwriter(s), Employee agrees
to execute an agreement to the foregoing effect with the underwriter(s) for such public offering on such terms as the managing
underwriter(s) shall reasonably request (with such modification as reasonably requested by such managing underwriter(s) to take
into consideration then existing rules of an applicable securities exchange regarding research analyst publications). The limitations
contained in this Section 6 shall not apply to any shares registered in such public offering under the Securities Act.


 




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6.
Status of Common Stock. Employee understands that at the time of the execution of this Agreement the shares of Common
Stock to be issued upon exercise of this Option have not been registered under the Securities Act, or any state securities law,
and that the Company does not currently intend to effect any such registration. Until the shares of Common Stock acquirable upon
the exercise of the Option have been registered for issuance under the Securities Act, the Company will not issue such shares
unless, if requested by the Company, the holder of the Option provides the Company with a written opinion of legal counsel, who
shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel,
to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities
Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee
(or the person permitted to exercise this Option in the event of Employee’s death or incapacity), if requested by the Company
to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require
to assure compliance with applicable securities laws.


 


Employee
agrees that the shares of Common Stock which Employee may acquire by exercising this Option shall be acquired for investment without
a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated
in the absence of an effective registration statement for the sale of such shares under the Securities Act and applicable state
securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities
laws. Employee also agrees that the shares of Common Stock which Employee may acquire by exercising this Option will not be sold
or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.


 


In
addition, Employee agrees that (i) the certificates representing the shares of Common Stock purchased under this Option may bear
such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders
Agreement and applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of Common Stock purchased
under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory
to the Company constitute a violation of the terms and provisions of the Stockholders Agreement or any applicable securities law,
and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the
shares of Common Stock purchased under this Option.


 




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7.
Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of
the Company as long as Employee remains an employee of either the Company, an Affiliate, or a corporation or a parent or subsidiary
of such corporation assuming or substituting a new option for this Option. Without limiting the scope of the preceding sentence,
it is expressly provided that Employee shall be considered to have terminated employment with the Company at the time of the termination
of the “Affiliate” status under the Plan of the entity or other organization that employs Employee. Nothing in the
adoption of the Plan, nor the award of this Option thereunder pursuant to this Agreement, shall affect in any way the right of
Employee or the Company to terminate such employment at any time. Unless otherwise provided in a written employment agreement
or by applicable law, Employee’s employment by the Company shall be on an at-will basis, and the employment relationship
may be terminated at any time by either Employee or the Company for any reason whatsoever or for no reason, with or without cause
or notice. Any question as to whether and when there has been a termination of Employee’s employment with the Company, and
the cause of such termination, shall be determined by the Committee, and its determination shall be final.


 


8.
Surrender of Option. At any time and from time to time prior to the termination of this Option, Employee may surrender
all or a portion of this Option to the Company for no consideration by providing written notice to the Company at its principal
executive office addressed to the attention of its Corporate Secretary (or such other officer or employee of the Company as the
Company may designate from time to time). Such notice shall specify the number of shares with respect to which this Option is
being surrendered and, if this Option is being surrendered with respect to less than all of the shares then subject to this Option,
then such notice shall also specify the date upon which this Option became (or would become) exercisable in accordance with Section
3 with respect to the shares being surrendered.


 


9.
Acknowledgements Regarding Section 409A and Section 422 of the Code. Employee understands that if the purchase price
of the Common Stock under this Option is less than the fair market value of such Common Stock on the date of grant of this Option,
then Employee may incur adverse tax consequences under section 409A and section 422 of the Code. Employee acknowledges and agrees
that (a) he is not relying upon any determination by the Company, its affiliates, or any of their respective employees, directors,
officers, attorneys or agents (collectively, the “Company Parties”) of the fair market value of the Common Stock on
the date of grant of this Option, (b) he is not relying upon any written or oral statement or representation of the Company Parties
regarding the tax effects associated with Employee’s execution of this Agreement and his receipt, holding and exercise of
this Option, and (c) in deciding to enter into this Agreement, Employee is relying on his own judgment and the judgment of the
professionals of his choice with whom he has consulted. Employee hereby releases, acquits and forever discharges the Company Parties
from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any
nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with Employee’s
execution of this Agreement and his receipt, holding and exercise of this Option.


 




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10.
Notices. Any
notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of Employee, such
notices or communications shall be effectively delivered if hand delivered to Employee at Employee’s principal place of
employment or if sent by certified mail, return receipt requested, to Employee at the last address Employee has filed with the
Company. In the case of the Company, such notices or communications shall be effectively delivered if sent by certified mail,
return receipt requested, to the Company at its principal executive offices.


 


11.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and
all persons lawfully claiming under Employee.


 


12.
Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject
matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect
to the Option granted hereby; provided, however, that the terms of this Agreement shall not modify and shall be subject to the
terms and conditions of any employment and/or severance agreement between the Company (or an Affiliate) and the Employee in effect
as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except
as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter
hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement
from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in
the Plan or this Agreement, any such amendment that materially reduces the rights of Employee shall be effective only if it is
in writing and signed by both Employee and an authorized officer of the Company.


 


13.
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas,
without regard to conflicts of laws principles thereof.


 


[Signature
page follows.]


 




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IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee
has executed this Agreement, all as of the date first above written.


 


	 	Eco-Stim
    Energy Solutions, Inc.
	 	 
	 	By:	
	 	 	 
	 	 	 
	 	 	Employee


 




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