exv10w13



 





Exhibit 10.13




Director Form




BASIC ENERGY SERVICES, INC.




NONQUALIFIED STOCK OPTION AGREEMENT




Optionee:
                                        





	1.	 	Grant of Stock Option. As of the Grant Date (identified in Section 18 below), Basic Energy
Services, Inc. (formerly named BES Holding Co.), a Delaware corporation (the “Company”),
hereby grants a Nonqualified Stock Option (the “Option”) to the Optionee (identified above), a
director of the Company, to purchase the number of shares of the Company’s common stock, $0.01
par value per share (the “Common Stock”) identified in Section 18 below (the “Shares”),
subject to the terms and conditions of this agreement (the “Agreement”) and the Amended and
Restated Basic Energy Services, Inc. 2003 Incentive Plan, as it may be amended from time to
time (the “Plan”). The Plan is hereby incorporated herein in its entirety by reference. The
Shares, when issued to Optionee upon the exercise of the Option, shall be fully paid and
nonassessable. The Option is a nonqualified stock option and is not intended to be an
“incentive stock option” as defined in Section 422 of the Internal Revenue Code.
	 
	2.	 	Definitions. All capitalized terms used herein shall have the meanings set forth in the Plan
unless otherwise provided herein. Section 18 below sets forth meanings for various
capitalized terms used in this Agreement.
	 
	3.	 	Option Term. The Option shall commence on the Grant Date (identified in Section 18 below)
and terminate on the tenth anniversary of such Grant Date, unless earlier exercised,
terminated or forfeited in accordance with its terms. The period during which the Option is
in effect and may be exercised is referred to herein as the “Option Period”.
	 
	4.	 	Option Price. The Option Price per Share is identified in Section 18 below.
	 
	5.	 	Method of Exercise. The Option is exercisable by delivery of a written notice to the
Secretary of the Company, signed by the Optionee, specifying the number of Shares to be
acquired on, and the effective date of, such exercise. The Optionee may exercise all or any
part of the Option as it vests in accordance with Section 18(f).
	 
	6.	 	Method of Payment. The Option Price upon exercise of the Option shall be payable to the
Company in full either: (i) in cash or its equivalent; (ii) subject to prior approval by the
Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair
Market Value (as defined in the Plan) at the time of exercise equal to the total Option Price
(provided that the Shares must have been held by the Optionee for at least six (6) months
prior to their tender to satisfy the Option Price); (iii) subject to the 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) any other permitted method pursuant to the
applicable terms and conditions of the Plan.
	 
	 	 	 	As soon as practicable after receipt of a written notification of exercise and full payment,
the company shall deliver to or on behalf of the Optionee, in the name of the Optionee or
other appropriate recipient, Share certificates for the number of Shares purchased under the
Option. Such delivery shall be effected for all purposes when the Company or its stock
transfer agent shall have deposited such certificates in the United States mail, addressed
to Optionee or other appropriate recipient.






	7.	 	Restrictions on Exercise. The Option may not be exercised if the issuance of such Shares or
the method of payment of the consideration for such Shares would constitute a violation of any
applicable federal or state securities or other laws or regulations, or any rules or
regulations of any stock exchange on which the Common Stock may be listed. In addition, to
the extent required by the Committee as a condition precedent to the grant and/or exercise of
the Option, the Optionee (and spouse), if applicable, must first execute and become a party to
Stockholders Agreement in the form then in use by the Company.
	 
	8.	 	Resignation or Removal from the Board. Optionee’s resignation or removal from the Board
shall affect Optionee’s rights under the Option as follows:






	 	(a)	 	Removal or Resignation. The vested and non-vested portions of the
Option shall expire on 12:01 a.m. (CST) on the date of resignation or removal from the
Board and shall not be exercisable to any extent if Optionee is removed from the Board
for Cause (as defined in the Plan at the time of such termination of employment) or if
Optionee voluntarily resigns his position on the Board.
	 
	 	(b)	 	Resignation After 10-Years Of Service. Notwithstanding the foregoing,
if Optionee resigns from the Board after giving at least sixty (60) days notice and
after having served on the Board for a period of ten (10) years or more, (i) the
non-vested portion of the Option shall immediately expire on the date such Optionee’s
term is completed (“termination date”) and (ii) the vested portion of the Option shall
expire to the extent not exercised before the six (6) month anniversary of the
termination date. In no event may the Option be exercised by anyone after the earlier
of (i) the expiration of the Option Period or (ii) six months from the termination
date.
	 
	 	(c)	 	Death or Disability. If Optionee’s service on the Board is terminated
by death or Disability (as defined in the Plan at the time of such termination), then
(i) the non-vested portion of the Option shall immediately expire on the date of
termination of employment and (ii) the vested portion of the Option shall expire on the
one year anniversary date of the termination to the extent not exercised by Optionee
or, in the case of death, by the person or persons to whom Optionee’s rights under the
Option have passed by will or by the laws of descent and distribution, or in the case
of Disability, by Optionee or Optionee’s legal representative. In no event may the
Option be exercised by anyone on or after the earlier of (i) the expiration




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	 	 	 	of the Option Period or (ii) one year after the date of Optionee’s death or
termination of Board Membership due to Disability.
	 
	 	(d)	 	Other Involuntary Termination or Voluntary Termination. If Optionee’s
Board Membership is terminated for any reason other than for Cause, resignation after
ten years of service on the Board, death or Disability, then (i) the non-vested portion
of the Option shall immediately expire on the termination date and (ii) the vested
portion of the Option shall expire to the extent not exercised within 90 calendar days
after such termination date. In no event may the Option be exercised by anyone after
the earlier of (i) the expiration of the Option Period or (ii) 90 calendar days after
the termination of Board Membership.






	9.	 	Independent Legal and Tax Advice. Optionee acknowledges that the Company has advised
Optionee to obtain independent legal and tax advice regarding the grant and exercise of the
Option and the disposition of any Shares acquired thereby.
	 
	10.	 	Reorganization of Company. The existence of the Option 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 of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Shares 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.
	 
	11.	 	Adjustment of Shares. In the event of stock dividends, spin-offs of assets or other
extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers,
consolidations, reorganizations, liquidations, issuance of rights or warrants and similar
transactions or events involving Company or a change in the accounting rules required by the
Financial Accounting Standards Board, appropriate adjustments shall be made to the terms and
provisions of the Option as provided in the Plan.
	 
	12.	 	No Rights in Shares. Optionee shall have no rights as a stockholder in respect of the Shares
until the Optionee becomes the record holder of such Shares.
	 
	13.	 	Investment Representation. Optionee 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 Shares issued to Optionee hereunder
may contain a legend restricting their transferability as determined by the Company in its
discretion. Optionee agrees that Company shall not be obligated to take any affirmative action
in order to cause the issuance or transfer of Shares hereunder to comply with any law, rule or
regulation that applies to the Shares subject to the Option.
	 
	14.	 	Change in Control. Notwithstanding any other provision of this Agreement to the contrary, if
Optionee’s service on the Board with the Company (or a successor) and all of its Affiliates
terminates within two (2) years after a Change in Control of the Company and (i) such
termination was initiated by the Company (or a successor) other than for a




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	 	 	 	Termination for Cause or (ii) such termination was initiated by the Optionee after
determining in the Optionee’s good faith reasonable judgment that the termination is a
Termination for Good Reason, this Option shall become fully vested immediately prior to such
Change in Control, all restrictions, if any, with respect to this Option shall lapse, and
all performance criteria, if any, with respect to this Option shall be deemed to have been
met in full (at the highest level). Subject to the approval of the Board, upon a Change of
Control in the Company, all Options outstanding at the time of the event or transaction may
be terminated, in which event the Optionee shall be paid, with respect to each Option, an
amount in cash equal to the excess of Fair Market Value of a Share over the Option’s
exercise price (or if the Option exercise price exceeds the Fair Market Value of a Share on
such date, the Optionee may be paid an amount in cash equal to the lesser of (x) $1.00 or
(b) the Black-Scholes value of the cancelled Option as determined by the Board).






	15.	 	No Guarantee of Employment. The Option shall not confer upon Optionee any right to continued
employment with the Company or any Affiliate thereof.
	 
	16.	 	Withholding Taxes. The Company shall have the right to (a) make deductions from the number
of Shares otherwise deliverable upon exercise of the Option in an amount sufficient to satisfy
withholding of any federal, state or local taxes required by law, or (b) take such other
action as may be necessary or appropriate to satisfy any such tax withholding obligations.
The Optionee may direct the Company to satisfy the Company’s tax withholding obligation
through the “constructive” tender of already-owned shares.
	 
	17.	 	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)	 	Shares Reserved. The Company shall at all times during the Option
Period reserve and keep available under the Plan such number of Shares as shall be
sufficient to satisfy the requirements of this Option.
	 
	 	(c)	 	Transferability of Option. The Option granted pursuant to this
Agreement is not transferable other than by will or by the laws of descent and
distribution. The Option will be exercisable during Optionee’s lifetime only by
Optionee. No right or benefit hereunder shall in any manner be liable for or subject
to any debts, contracts, liabilities, obligations or torts of Optionee or any permitted
transferee thereof.
	 
	 	(d)	 	Amendment and Termination. No amendment, modification or termination
of the Option or this Agreement shall be made at any time without the written consent
of Optionee and Company.




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	 	(e)	 	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 the Option. The Optionee has been
advised and been provided the opportunity to obtain independent legal and tax advise
regarding the grant and exercise of the Option and the disposition of any Shares
acquired thereby.
	 
	 	(f)	 	Severability. If 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.
	 
	 	(g)	 	Supersedes Prior Agreements. This Agreement shall supersede and
replace all prior agreements and understandings, oral or written, between the Company
and the Optionee regarding the grant of the Options covered hereby.
	 
	 	(h)	 	Governing Law. The Option 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.
	 
	 	(i)	 	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 an Optionee or any other Person. To the
extent that any Person acquires a right to receive payments from the Company or any
Affiliates pursuant to an Award, such right shall be no greater than the right of any
general unsecured creditor of the Company or any Affiliate.
	 
	 	(j)	 	No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to this Agreement, and an amount of cash equivalent to the value of
any fractional shares not issued under this Agreement shall be paid or transferred in
lieu of any fractional Shares.
	 
	 	(k)	 	Other Laws. The Company retains the right to refuse to issue or
transfer any Options if it determines that the issuance or transfer of such Options
might violate any applicable law or regulation or entitle the Company to recover under
Section 16(b) of the Securities Exchange Act of 1934.






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





	 	 	 	 	 
	 

	 	(a) Optionee:
	 	                                        
	 
	 	 	 	 
	 

	 	(b) Grant Date:
	 	                                        
	 
	 	 	 	 
	 

	 	(c) Shares:
	 	                     Shares of the Company’s Common Stock






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	 	(d) Option Price:
	 	            
                 
            ($      
              ) (subject to adjustment as
provided in the Plan and Section 4 above)
	 
	 	 	 	 
	 

	 	(e) Option Period:
	 	            
                 
            through      
                 
                  

(until 5:00 p.m. CST)
	 
	 	 	 	 
	 

	 	(f) Vesting:
	 	The Option shall vest in         
             increments on
                  
                 
     ,             
                 
           ,
                  
                 
      and            
                 
             (i.e.     
                Shares
on                  
   ,              
        Shares on         
                 
               , 
                  
  Shares on               
                 
         , and        
             
Shares on                 
                 
       )






     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer and Optionee has hereunto executed this Agreement as of the same date, to
be effective as of               
      , 200[6].



	 	 	 	 	 
	 	BASIC ENERGY SERVICES, INC.	 
	 
	 	By:  	 	 
	 	 	James E. Tyner, 	 
	 	 	Vice President, Human Resources 	 
	 



	 	 	 	 	 
	 

	 	Address for Notice:	 	 
	 
	 	 	 	 
	 

	 	Basic Energy Services, Inc.	 	 
	 

	 	400 W. Illinois, Suite 800	 	 
	 

	 	Midland, Texas 79701	 	 
	 
	 	 	 	 
	 

	 	OPTIONEE	 	 
	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Address for Notices:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	3/2006
	 	 	 	 







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