ex10_2.htm


    
      

    

    Exhibit
10.2


       

      T&K DRAFT –
7/21/08

      


      BOOTS
& COOTS INTERNATIONAL WELL CONTROL, INC.

      2004
LONG TERM INCENTIVE PLAN

      (Amended
and Restated Effective August 1, 2008)

       

      STOCK
APPRECIATION RIGHTS AGREEMENT

       

      THIS
AGREEMENT, made and entered into as of the ___ day of _______________, 20___, by
and between Boots & Coots International Well Control, Inc., a Delaware
corporation (together with each of its Subsidiaries, the “Company”), and
_________________________, a full-time employee or consultant (whether full or
part time) of the Company (the “Participant”).

       

      WHEREAS,
the Compensation Committee of the Board of Directors or such other committee
designated by the Board of Directors (the “Committee”), acting under the Boots
& Coots International Well Control, Inc. 2004 Long Term Incentive Plan
(Amended and Restated Effective August 1, 2008) (the “Plan”), has the authority
to grant Incentive Awards of Stock Appreciation Rights (each an “SAR” and
together the “SARs”) to full-time employees or consultants (whether full or part
time) of the Company; and

       

      WHEREAS,
pursuant to the Plan, the Committee has determined to grant such an Incentive
Award to the Participant on the terms and conditions set forth in the Plan and
this Agreement, and the Participant desires to accept such Incentive
Award;

      


      NOW,
THERFORE, in consideration of the premises and mutual covenants and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

       

      1.           
Award of
SARs.  On the terms and conditions hereinafter set forth, the
Company hereby grants to the Participant, and the Participant hereby accepts, an
Incentive Award of _____ SARs, each SAR relating to one share of common stock of
the Company, par value $0.00001 per share (the “Common Stock”).

       

      2.            
Term.  This
Incentive Award is made on the ___ day of _______________, 20___ (the “Grant
Date”).  To the extent not previously exercised or terminated, each
SAR granted to the Participant pursuant to this Agreement shall expire and
become null and void upon the tenth anniversary of the Grant Date.

       

      3.         
   Vesting.  Subject
to the provisions of Section 4, the SARs granted to the Participant pursuant to
this Agreement shall become exercisable as follows:

      


      (a)           25%
of the SARs granted hereunder shall be exercisable on or after the first
anniversary of the Grant Date (____________, 20__);

      (b)           25%
of the SARs granted hereunder shall be exercisable on or after the second
anniversary of the Grant Date (____________, 20__);

      (c)           25%
of the SARs granted hereunder shall be exercisable on or after the third
anniversary of the Grant Date (____________, 20__); and

      (d)           the
remaining SARs granted hereunder shall be exercisable on or after the fourth
anniversary of the Grant Date (____________, 20__).


      
        
           


        

        
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      T&K DRAFT –
7/21/08

      


       

      Once
exercisable, an SAR shall remain exercisable until the earlier of its
termination in accordance with Section 4 or the expiration of such SAR pursuant
to Section 2.

       

      4.         
   Termination of
Employment.

       

      (a)           If
the employment or service of the Participant with the Company is terminated for
any reason other than Cause, “permanent and total disability” (within the
meaning of Section 22(e)(3) of the Code), the voluntary retirement of an
employee in accordance with the Company’s retirement policy as then in effect,
or the death of the Participant, then (i) the SARs granted to such Participant
hereunder, to the extent that they are exercisable at the time of such
termination, shall remain exercisable until the expiration of one month after
such termination, on which date they shall terminate, and (ii) the SARs granted
to such Participant, to the extent that they are not exercisable at the time of
such termination, shall terminate at the close of business on the date of such
termination.

       

      (b)           If
the employment or service of the Participant with the Company is terminated as a
result of the “permanent and total disability” (within the meaning of Section
22(e)(3) of the Code) of the Participant, the voluntary retirement of an
employee in accordance with the Company’s retirement policy as then in effect,
or the death of the Participant, then (i) the SARs granted to such Participant
hereunder, to the extent that they are exercisable at the time of such
termination, shall remain exercisable until the expiration of one year after
such termination, on which date they shall terminate, and (ii) the SARs granted
to such Participant, to the extent that they are not exercisable at the time of
such termination, shall terminate at the close of business on the date of such
termination.

       

      (c)           In
the event of the termination of the Participant’s employment or service for
Cause, all outstanding SARs granted to such Participant shall terminate at the
commencement of business on the date of such termination.

       

      (d)           Notwithstanding
any other provision of this Section 4, upon the occurrence of a Change in
Control and termination of employment of the Participant within one year of such
Change in Control, each SAR granted under this Agreement and outstanding at such
time shall become fully and immediately exercisable and shall remain exercisable
until its expiration pursuant to Section 2.

       

      5.         
   Exercise.  This
Incentive Award shall be exercisable in whole or in part with respect to whole
SARs.  An SAR shall be exercised by delivering notice to the Company
no fewer than five business days in advance of the effective date of the
proposed exercise.  Such notice shall be accompanied by this
Agreement, shall specify the number of SARs being exercised and the effective
date of the proposed exercise, and shall be signed by the
Participant.

       

      6.           
 Exercise
Price.  The exercise price of each SAR granted under this
Agreement shall be $_____, which is not less than 100% of the Fair Market Value
per share of the Common Stock on the Grant Date.

       

      7.           
 Payment for
Exercise of SAR.  Upon the exercise of any SARs as provided
hereunder, the Participant shall be entitled to receive an amount equal to the
aggregate Fair Market Value of the shares of Common Stock with respect to which
the SARs are exercised (determined as of the date of such exercise) less the
aggregate exercise price of such SARs.  Such amount shall be payable
to the Participant within 30 days following the date of exercise in cash, in
shares of Common Stock or in a combination of cash and Common Stock, as
determined by the Committee on the date of exercise.

       

      
        
           


        

        
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      T&K DRAFT –
7/21/08

      


       

      8.          
  Nonassignability.  No
SAR or right or interest of the Participant under the Plan or this Agreement may
be assigned, transferred or alienated, in whole or in part, other than by will
or by the laws of descent and distribution.

       

      9.           
 Effect on
Employment or Service.  Nothing contained in this Agreement
shall confer upon the Participant any right with respect to the continuation of
his employment or service by the Company or interfere in any way with the right
of the Company, subject to the terms of any separate employment or consulting
agreement to the contrary, at any time to terminate such employment or service
or to increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of this Incentive Award.

       

      10.           Withholding
Taxes.  The Company shall withhold from any payment to the
Participant in connection with the exercise of an SAR, and shall remit to the
appropriate governmental authority, any income, employment or other tax required
to be withheld and remitted under applicable law.

       

      11.           Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of (i) the Company and its successors and assigns and (ii) the
Participant and his or her heirs, devisees, executors, administrators and
personal representatives.

       

      12.           Notices.  Notices
to the Company shall be delivered to the Company’s principal office to the
attention of its Secretary.

       

      13.           Governing
Law.  This Agreement shall be governed by the laws of the State
of Texas except for its laws with respect to conflict of laws.

       

      14.           Incorporation of
Plan.  This Incentive Award is subject to the applicable terms,
conditions, restrictions and limitations of the Plan.  Capitalized
terms used but not defined herein shall have the meaning ascribed to them in the
Plan.

       

      15.           Section 409A
Compliance.  This Agreement has been designed to exempt from
the requirements of Section 409A of the Code and shall be interpreted and
administered in a manner consistent therewith.

       

      
        
           


        

        
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      T&K DRAFT –
7/21/08

      


       

      IN
WITNESS WHEREOF, the Company and the Participant have executed this Agreement as
of the date first written above.

       

      
        	 
      	
                BOOTS
      & COOTS INTERNATIONAL WELL CONTROL, INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                PARTICIPANT

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Participant
      Signature

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Participant
      Printed Name

              


      

       

    

     

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