Exhibit



		

			 

		




		
			BASIC ENERGY SERVICES, INC.
		

		
			[FORM OF -- Non-Compliant Under Section 162(m) of the Internal Revenue Code of 1986]  
		

		
			PERFORMANCE-BASED AWARD AGREEMENT
		

		
			2014 Performance-Based Restricted Stock Grants
		

		
			(Executive and Senior Management)
		

		
			 
		

		
			Grantee:    _________ _
		

			
	
			
				 1.
			Grant of Performance-Based Award; Issuance of Restricted Stock Upon Achievement of Performance-Based Metrics.  




			
	
			
				 (a)
			As of the effective date of this agreement (this “Agreement”), Basic Energy Services, Inc. (formerly BES Holding Co.), a Delaware corporation (the “Company”), hereby grants to the Grantee (identified above) shares (the “Restricted Stock”) of common stock, $0.01 par value per share of the Company (the “Common Stock”), subject to meeting the Performance Metrics as described in Section 12 hereof, and in accordance with the terms and conditions of this Agreement and the Fifth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan (as may be amended hereafter from time to time,  the “Plan”). The Plan is hereby incorporated in this Agreement in its entirety by reference.    




			
	
			
				 (b)
			To determine the actual number of shares of Restricted Stock to be earned by Grantee, the PB Peer Group (as identified in Section 12 below) will be ranked from best performing to worst performing with regard to each company’s respective TSR Performance Metric where the PB Peer Group company ranked 1st shall be the one with the highest TSR Performance Metric when compared to all other PB Peer Group companies, the PB Peer Group company ranked 2nd shall be the one with the second highest TSR Performance Metric when compared to all other PB Peer Group companies, the PB Peer Group company ranked 3rd shall be the one with the third highest TSR Performance Metric when compared to all other PB Peer Group companies, and so forth. The PB Peer Group company ranked 13th shall be the one with the lowest TSR Performance Metric when compared to all other PB Peer Group companies. The percentage of TSR Target Shares (as identified in Section 12 below) earned by Grantee should the Company’s TSR Performance Metric equal that of the 1st-ranked, 2nd-ranked, 3rd-ranked, etc., PB Peer Group company will be as set forth below:




		
			 
		

		
			 
		

		
			 
		

		
			 
		

		 


		

			 

		




 


		

			 

		




			
					
						PB Peer Group Company Rank Based on TSR Performance Metric

					
					
						 

					
					
						Percentage of TSR Target Shares Earned

				
	
					
						1st

					
					
						 

					
					
						150.0%

				
	
					
						2nd

					
					
						 

					
					
						141.7%

				
	
					
						3rd

					
					
						 

					
					
						133.3%

				
	
					
						4th

					
					
						 

					
					
						125.0%

				
	
					
						5th

					
					
						 

					
					
						116.7%

				
	
					
						6th

					
					
						 

					
					
						108.3%

				
	
					
						7th

					
					
						 

					
					
						100.0%

				
	
					
						8th

					
					
						 

					
					
						83.3%

				
	
					
						9th

					
					
						 

					
					
						66.7%

				
	
					
						10th

					
					
						 

					
					
						50.0%

				
	
					
						11th

					
					
						 

					
					
						33.3%

				
	
					
						12th

					
					
						 

					
					
						16.7%

				
	
					
						13th

					
					
						 

					
					
						0%

				



		
			 
		

		
			Should the Company’s TSR Performance Metric be (1) greater than the TSR Performance Metric of the 1st-ranked member of the PB Peer Group, the percentage of TSR Target Shares earned by Grantee will be 150.0%, (2) less than the TSR Performance Metric of the 13th-ranked (or last) member of the PB Peer Group, the percentage of TSR Target Shares earned by Grantee will be 0%, and (3) greater than the TSR Performance Metric of one PB Peer Group company and less than the TSR Performance Metric of the next highest ranked PB Peer Group company, the percentage of TSR Target Shares earned by Grantee will be higher than the percentage assigned to the lower ranked of the two companies and lower than the percentage assigned to the higher ranked of the two companies with the exact percentage of Target Shares earned by the Grantee determined by proportional interpolation (for example, if the Company’s TSR Performance Metric were to be at the midpoint between the TSR Performance Metrics of the 6th-ranked and the 5th-ranked PB Peer Group companies, the Grantee would earn 112.5% of the TSR Target Shares (as identified in Section 12 below), 112.5% lying exactly halfway between the 108.3% assigned to the 6th-ranked PB Peer Group company and the 116.7% assigned to the 5th-ranked PB Peer Group company).
		

		 


		

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				 (c)
			The stock certificate(s) or book entry evidencing the shares of Restricted Stock shall not be issued or registered on the Company’s books and records until (i) the achievement of the Performance Metrics set forth above and described in Section 12 below have been met and approved by the Committee and (ii) the Committee has determined the specific number of shares of Restricted Stock to be issued pursuant to this Agreement. Upon resolution and certification by the Committee that the applicable Performance Metrics have been achieved, and subject to the other terms and conditions of this Agreement, the Company will promptly issue by book entry or a stock certificate(s) the aggregate number of shares of Restricted Stock certified by the Committee for issuance under this Agreement.




			
	
			
				 2.
			Definitions.  All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein.  Section 12 below sets forth meanings for certain of the capitalized terms used in this Agreement.




			
	
			
				 3.
			Vesting Term.  Any Restricted Stock earned by and issued to Grantee pursuant to this Agreement will vest in the Grantee as set forth in Section 12 below.




			
	
			
				 4.
			Purchase Price.  No consideration shall be payable by the Grantee to the Company for the Restricted Stock.




			
	
			
				 5.
			Restrictions on Restricted Stock.    




			
	
			
				 (a)
			The Restricted Stock earned and issued to Grantee hereunder shall be maintained in book entry form or the stock certificates shall be retained in the possession of the Company until vested in the Grantee as provided in Sections 3 and 12 hereof.  




			
	
			
				 (b)
			All unvested shares of Restricted Stock will be forfeited by the Grantee (i)  if the Grantee’s employment with the Company is terminated by the Company for “Cause” before the Restricted Stock is vested or (ii)  if the Grantee terminates his employment with the Company before the Restricted Stock is vested for any reason other than (A)  “Good Reason”  or (B) the death or “Disability” of the Grantee,  as such terms “Cause,”  “Disability” or “Good Reason” or equivalent terms (such as “Termination for Cause” or “Termination for Good Reason”) are defined in the employment agreement in effect between the Grantee and the Company as of the effective date hereof or, if no such employment agreement exists, as such terms are defined in the Plan at the time of such termination of employment to the extent not modified in Section 12 below, or as otherwise defined in this Agreement.  “Retirement” shall also have the effect as set forth in Section 12(e) below.




			
	
			
				 (c)
			At such time as the vesting period is satisfied, a certificate for the Common Stock no longer subject to forfeiture will be delivered to the Grantee without the legend set forth in Section 5(e) below.  




			
	
			
				 (d)
			From and after the date the stock certificate for the Restricted Stock is issued and prior to any forfeiture of the Restricted Stock, the Grantee shall be entitled to vote the shares of Restricted Stock and shall be entitled to receive any cash dividends payable on such shares at the time such dividends are paid with respect to the Common 
		

		 


		

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			Stock.  Any dividends paid or payable in shares of Common Stock or other stock of the Company applicable to the Restricted Stock shall be retained by the Company until the vesting period of the Restricted Stock on which the stock dividend was issued is satisfied.




			
	
			
				 (e)
			Any book entry shares or  certificate representing the Restricted Stock awarded hereunder shall be issued to the Grantee pursuant to the terms of the Plan and this Agreement and shall be marked with the following legend:




		
			“The shares represented by this certificate have been issued pursuant to the terms of the Fifth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as set forth in the terms of such Plan or Award Agreement dated effective March 18, 2014.”
		

			
	
			
				 6.
			Independent Legal and Tax Advice.  Grantee acknowledges that the Company has advised Grantee to obtain independent legal and tax advice regarding the grant of the Restricted Stock in accordance with this Agreement and any disposition of any such shares.




			
	
			
				 7.
			Reorganization of Company.  The existence of this Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue or bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted 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.




			
	
			
				 8.
			Investment Representation.  Grantee will enter into such written representations, warranties and agreements as Company may reasonably request in order to comply with any federal or state securities law.  Moreover, any stock certificate for any Restricted Stock (and/or Common Stock) issued to Grantee hereunder may contain a legend restricting their transferability as determined by the Company in its discretion.  Grantee agrees that Company shall not be obligated to take any affirmative action in order to cause the issuance or transfer of shares of Common Stock hereunder to comply with any law, rule or regulation that applies to the shares subject to this Agreement.




			
	
			
				 9.
			No Guarantee of Employment.  This Agreement shall not confer upon Grantee any right to continued employment with the Company or any Affiliate thereof.




			
	
			
				 10.
			Withholding of Taxes.  The Grantee shall have the responsibility of discharging all taxes owed by the Grantee as a result of any Restricted Stock awarded to Grantee pursuant to this Agreement and no issuance of Common Stock pursuant to this Agreement shall be made until appropriate arrangements satisfactory to the Company have been made for the payment of any tax amounts that may be required to be withheld or paid to the Company with respect thereto.    Notwithstanding the foregoing, in accordance with Section 9(b) of the Plan, the Company hereby agrees that the Grantee may direct the Company to satisfy the Company’s actual withholding tax obligations through the “constructive” tender and withholding of vested Restricted Stock under 
		

		 


		

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			this Agreement; provided, the Company may revoke such right at any time prior to the vesting date of Awards under this Agreement by giving written notice to the Grantee.  Grantee agrees that, if he makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with regard to the Restricted Stock, he will so notify the Company in writing within two (2) days after making such election, so as to enable the Company to timely comply with any applicable governmental reporting requirements.




			
	
			
				 11.
			General.




			
	
			
				 (a)
			Notices.  All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either of the parties to one another, or to their permitted transferees if applicable.  Notices shall be effective upon receipt.




			
	
			
				 (b)
			Transferability of Award.  The rights of the Grantee pursuant to this Agreement are not transferable by Grantee.  No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of Grantee or any permitted transferee thereof. Any purported assignment, alienation, pledge, attachment, sale, transfer or other encumbrance of the Restricted Stock, prior to the lapse of restrictions, that does not satisfy the requirements hereunder shall be void and unenforceable against the Company.




			
	
			
				 (c)
			Amendment and Termination.  No amendment, modification or termination of this Agreement shall be made at any time without the written consent of Grantee and the Company.




			
	
			
				 (d)
			No Guarantee of Tax Consequences.  The Company and the Committee make no commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Agreement.  The Grantee has been advised and been provided the opportunity to obtain independent legal and tax advice regarding the award of Restricted Stock pursuant to this Agreement and the disposition of any Common Stock acquired thereby.




			
	
			
				 (e)
			Severability.  In the event that any provision of this Agreement 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 Agreement, and the Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision had not been included therein.




			
	
			
				 (f)
			Supersedes Prior Agreements.  This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Grantee regarding the grant of the Restricted Stock covered hereby.




			
	
			
				 (g)
			Governing Law.  This Agreement shall be construed in accordance with the laws of the State of Texas without regard to its conflict of law provisions, to the extent federal law does not supersede and preempt Texas law.




		 


		

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				 (h)
			No Trust or Fund Created.  This Agreement shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Grantee or any other Person.  To the extent that any Person acquires a right to receive payments from the Company or any Affiliates pursuant to this Agreement, such right shall be no greater than the right of any general unsecured creditor of the Company or any Affiliate.




			
	
			
				 (i)
			Other Laws.  The Company retains the right to refuse to issue or transfer any Common Stock if it determines that the issuance or transfer of such shares might violate any applicable law or regulation or entitle the Company to recover under Section 16(b) of the Securities Exchange Act of 1934.




			
	
			
				 (j)
			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 the Grantee.




			
	
			
				 12.
			Definitions and Other Terms.  The following capitalized terms shall have those meanings set forth opposite them:




			
	
			
				 (a)
			Grantee.  The person specified as the Grantee on page 1 and the signature page of this Agreement.




			
	
			
				 (b)
			Vesting.  Subject to Section 5 above and the terms of the Plan, the Grantee shall vest in all rights to the Restricted Stock and any rights of the Company to such Restricted Stock shall lapse on the earlier of (i) the dates set forth below; (ii) termination by the Company without Cause; (iii) the death or Disability of the Grantee; or (iv) Termination for Good Reason.    




		
			With respect to any of the events set forth in clauses (ii), (iii) or (iv) above in this Section 12(b) prior to the end of the Performance Period, the Grantee shall also be deemed to have met the TSR Performance Metric and earned 100% of each of the TSR Target Shares.  In the event of a Change of Control as defined in the Plan and related termination events, Section 8(b) of the Plan shall be applicable, including the potential deemed meeting of the TSR Performance Metric at the highest level set forth in this Agreement.
		

		
			If not earlier vested, the Restricted Stock shall vest according to the following schedule:
		

		
			March 15, 2016  - 1/3 of such shares
		

		
			March 15, 2017  - 1/3 of such shares
		

		
			March 15, 2018 -  1/3 of such  shares
		

		
			 
		

			
	
			
				 (c)
			Termination for Good Reason.  Termination for Good Reason shall have the meaning set forth in the Plan, except that clause (ii) of the definition thereof is hereby amended and restated in its entirety as follows:    (ii) reduction in (a) the Participant’s annual base salary immediately prior to the Change in Control, (b) the Participant’s target bonus opportunity (expressed as a percentage of the Participant’s annual base salary or other method approved by the Committee) immediately prior to the Change in Control or (c) benefits comparable in the aggregate to those enjoyed by the Participant under the 
		

		 


		

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			Company’s retirement, life insurance, medical, dental, health, accident and disability plans in which Participant was participating immediately prior to the Change in Control;




			
	
			
				 (d)
			Disability.    “Disability” shall mean that Grantee is entitled to receive long-term disability (“LTD”) income benefits under the LTD plan or policy maintained by the Company that covers Grantee.  If, for any reason, Grantee is not covered under such LTD plan or policy, then “Disability” shall mean a “permanent and total disability” as defined in Section 22(e)(3) of the Code and Treasury regulations thereunder.  Evidence of such Disability shall be certified by a physician acceptable to the Company.  Grantee agrees to submit to any examinations that are reasonably required by the attending physician or other healthcare service providers to determine whether he or she has a Disability.




			
	
			
				 (e)
			Retirement.    “Retirement” means the voluntary termination of Grantee’s employment for normal retirement at or after attaining age 62 provided that, on the date of his retirement, Grantee has accrued at least ten continuous years of active employment service with the Company;  provided, if the Grantee is party to an employment agreement in effect between the Grantee and the Company as of the date hereof in which the term “Retirement” is defined for purposes of that agreement, such term shall apply to this Agreement. 




		
			In the event of the Retirement of the Grantee, Grantee is hereby given the option to have any unvested shares forfeited in connection with such Retirement in accordance with Section 5(b) reissued to the Grantee upon, and as partial consideration for, Grantee’s execution and delivery of a non-compete agreement (in the form required by the Company in its sole discretion with a term of not longer than the final vesting date set forth in Section 12(d) above) within the period of time specified by the Company after delivery of such agreement to the Grantee for execution. In addition, with respect to a Retirement after the end of the Performance Period but prior to the determination of the achievement of the TSR Performance Metric by the Committee, the Grantee shall also be deemed to have met the TSR Performance Metric and earn TSR Target Shares if and when determined in accordance with the terms of this Agreement.  
		

			
	
			
				 (f)
			TSR Target Shares and Maximum Number of Shares of Restricted Stock.  “TSR Target Shares” means  shares of Common Stock.  Accordingly, based on the potential achievement that may be obtained in Section 1(b) hereof, the maximum number of shares of Restricted Stock that may be issued by the Company pursuant to this Agreement is 150% of the TSR Target Shares.




			
	
			
				 (g)
			Performance Metric.  For purposes of this Agreement:




			
	
			
				 (i)
			

			
	
			
			“TSR Performance Metric” means the cumulative total shareholder return (“TSR”) for the Common Stock of the Company as calculated below for the Performance Period.  The award will be earned as set forth in Section 1(b) based on the Company’s TSR performance relative to the PB Peer Group.  




		 


		

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				 (ii)
			

			
	
			
			“TSR for the Performance Period” shall be defined and calculated as follows, where “Beginning Price” is the average closing price on the New York Stock Exchange (“NYSE”) for the last 20 NYSE trading days of 2013, and “Ending Price” is the average closing price on the NYSE for the last 20 NYSE trading days of 2014, in each case as applied to the applicable equity security:




		
			 
		

		
			TSR = (Ending Price – Beginning Price + cash dividends (if any) per share paid*)
		

		
			Beginning Price
		

		
			 
		

		
			*Stock dividends paid in securities rather than cash in which there is a distribution of less than 25 percent of the outstanding shares (as calculated prior to the distribution) shall be treated as cash for purposes of this calculation.
		

		
			 
		

		
			To the extent a security of the Company or any member of the PB Peer Group is not listed or traded on the NYSE, “NYSE”  as used above above shall mean the principal national securities exchange or quotation service on which the security is listed or quoted.
		

		
			 
		

			
	
			
				 (h)
			PB Peer Group.  “PB Peer Group” means each of the following companies: (1)  C&J Energy Services, Inc.; (2) Forbes Energy Services Ltd.; (3) Hercules Offshore Inc.; (4) Key Energy Services, Inc.; (5) Natural Gas Services Group, Inc.; (6) Oil States International, Inc.;  (7)  Patterson-UTI Energy Inc.; (8)  Pioneer Energy Services Corp.; (9) Superior Energy Services, Inc.;  (10) Team Inc.; (11) Tesco Corp.; (12) Tetra Technologies, Inc.; and (13) Forum Energy Technologies, Inc.; provided, in the event any such company ceases to exist, ceases to file public reports timely with the U.S. Securities and Exchange Commission with respect to the Performance Period or merges or combines with any other entity that, in the determination of the Committee makes such combined company not comparable for use as part of the PB Peer Group,  the Committee in its sole discretion may continue to include or exclude such company in the PB Peer Group, but in no event may substitute any other company in its place as part of the PB Peer Group.




			
	
			
				 (i)
			Performance Period.  “Performance Period” means the one-year calculation period starting on the 20th NYSE trading day prior to and including the last NYSE trading day of 2013 and ending on the last NYSE trading day of 2014.




		

		

		 


		

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		IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and Grantee has hereunto executed this Agreement as of the same date, to be effective as of March 18, 2014.
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						BASIC ENERGY SERVICES, INC.

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						 /s/ James E. Tyner   

				
	
					
						Name:

					
					
						 James E. Tyner 

				
	
					
						Title:

					
					
						 VP, Human Resources  

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Address for Notices:

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Basic Energy Services, Inc.

				
	
					
						801 Cherry Street

				
	
					
						Suite 2100, Unit #21

				
	
					
						Fort Worth, Texas 76102

				
	
					
						Fax:  (817) 334-4101

				
	
					
						Attn:  President

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						GRANTEE

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						 

				
	
					
						 

					
					
						(Signature)

				
	
					
						Name:

					
					
						 

				
	
					
						 

					
					
						(Printed Name)

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Address for Notices:

				
	
					
						 

				
	
					
						 

				
	
					
						 

				
	
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Fax:

					
					
						 

				



		
			 
		

		 


		

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