ex10_1.htm


    
      

    

    Exhibit
10.1


    
      


      


      BOOTS
& COOTS INTERNATIONAL WELL CONTROL, INC.

      


      2004
LONG TERM INCENTIVE PLAN

      (Amended
and Restated Effective August 1, 2008)

      


      
        	
                1.

              	
                PURPOSE
      OF THE PLAN

              


      

      


      This 2004
Long Term Incentive Plan (Amended and Restated Effective August 1, 2008) (the
“Plan”) is intended to promote the interests of Boots & Coots International
Well Control, Inc., a Delaware corporation (the “Company”), by providing the
employees and long term consultants of the Company largely responsible for the
management, growth and protection of the business of the Company, with an
ownership stake in the Company.

      


      
        	
                2.

              	
                DEFINITIONS

              


      

      


      As used
in the Plan, the following definitions apply to the terms indicated
below:

      


      (a)           “Board
of Directors” shall mean the Board of Directors of the Company.

      


      (b)           “Cause,”
when used in connection with the termination of a Participant’s employment or
service (in the case of a consultant) with the Company, shall mean the
termination of the Participant’s employment or service by the Company by reason
of (i) the conviction of the Participant by a court of competent jurisdiction as
to which no further appeal can be taken of a crime involving moral turpitude;
(ii) the proven commission by the Participant of an act of fraud upon the
Company; (iii) the proven misappropriation of any funds or property of the
Company by the Participant; (iv) the willful, continued and unreasonable failure
by the Participant to perform duties assigned to him and appropriate for his
position; (v) the knowing engagement by the Participant in any direct, material
conflict of interest with the Company without compliance with the Company’s
conflict of interest policy, if any, then in effect; (vi) the knowing engagement
by the Participant, without the written approval of the Board of Directors, in
any activity which competes with the business of the Company or which would
result in a material injury to the Company; or (vii) the knowing engagement in
any activity which would constitute a material violation of the provisions of
the Company’s Policies and Procedures Manual, if any, then in
effect.

      


      (c)           “Cash
Bonus” shall mean an award of a bonus payable in cash pursuant to Section 11
hereof.

      


      (d)           “Change
in Control” shall mean:

      


      
        	
                 
      

              	
                (i)

              	
                a
      “change in control” of the Company, as that term is contemplated in the
      federal securities laws; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      occurrence of any of the following
events:

              


      

      


      (A)           any
Person becomes, after the effective date of this Plan the “beneficial owner” (as
defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 50.1% or more of the
combined voting power of the Company’s then outstanding securities; provided,
that the acquisition of additional voting securities, after the effective date
of this Plan, by any Person who is, as of the effective date of this Plan, the
beneficial owner, directly or indirectly, of 50.1% or more of the combined
voting power of the Company’s then outstanding securities, shall not constitute
a “Change in Control” of the Company for purposes of this Section
2(d);


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (B)           a
majority of individuals who are nominated by the Board of Directors for election
to the Board of Directors on any date, fail to be elected to the Board of
Directors as a direct or indirect result of any proxy fight or contested
election for positions on the Board of Directors; or

      


      (C)           the
sale, lease, transfer or other disposition of all or substantially all of the
assets of the Company (other than to a wholly-owned subsidiary of the
Company).

      


      (e)           “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to
time.

      


      (f)           “Committee”
shall mean the Compensation Committee of the Board of Directors or such other
committee as the Board of Directors shall appoint from time to time to
administer the Plan.

      


      (g)           
“Common Stock” shall mean the Company’s Common Stock, par value $.00001 per
share.

      


      (h)           “Company”
shall mean Boots & Coots International Well Control, Inc., a Delaware
corporation, each of its Subsidiaries, and its successors.

      


      (i)           “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.

      


      (j)           The
“Fair Market Value” of a share of Common Stock on any date shall be (i) the
closing sale price on the immediately preceding business day of a share of
Common Stock as reported on the principal securities exchange on which shares of
Common Stock are then listed or admitted to trading or (ii) if not so reported,
the average of the closing bid and asked prices for a share of Common Stock on
the immediately preceding business day as quoted on the National Association of
Securities Dealers Automated Quotation System (“NASDAQ”), or (iii) if not quoted
on NASDAQ, the average of the closing bid and asked prices for a share of Common
Stock as quoted by the Pink OTC Markets, Inc.’s “Pink Sheets” or the National
Association of Securities Dealers’ OTC Bulletin Board System. If the price of a
share of Common Stock shall not be so reported, the Fair Market Value of a share
of Common Stock shall be determined (i) with respect to Incentive Stock Options,
in good faith by the Committee within the meaning of Section 422 of the Code, or
(ii) with respect to other Incentive Awards, in good faith by the Committee
using a “reasonable application of a reasonable valuation method” within the
meaning of Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).

      


      (k)           “Incentive
Award” shall mean an Option, a Stock Appreciation Right, a share of Restricted
Stock, a share of Phantom Stock, a Stock Bonus or Cash Bonus granted pursuant to
the terms of the Plan.

      


      (l)           “Incentive
Stock Option” shall mean an Option which is an “incentive stock option” within
the meaning of Section 422 of the Code and which is identified as an Incentive
Stock Option in the agreement by which it is evidenced.

      


      (m)           “Issue
Date” shall mean the date established by the Committee on which shares of
Restricted Stock shall be issued by the Company pursuant to the terms of Section
8(d) hereof.

      


      (n)           “Non-Qualified
Stock Option” shall mean an Option which is not an Incentive Stock Option and
which is identified as a Non-Qualified Stock Option in the agreement by which it
is evidenced.

      


      (o)           “Option”
shall mean an option to purchase shares of Common Stock of the Company granted
pursuant to Section 6 hereof.  Each Option shall be identified as
either an Incentive Stock Option or a Non-Qualified Stock Option in the
agreement by which it is evidenced.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (p)           “Participant”
shall mean a full-time employee or a consultant (whether full or part time) of
the Company who is eligible to participate in the Plan and to whom an Incentive
Award is granted pursuant to the Plan.

      


      (q)           “Person”
shall mean a “person,” as such term is used in Sections 13(d) and 14(d) of the
Exchange Act, and the rules and regulations in effect from time to time
thereunder.

      


      (r)           A
share of “Phantom Stock” shall represent the right to receive in cash the Fair
Market Value of a share of Common Stock of the Company, which right is granted
pursuant to Section 9 hereof and subject to the terms and conditions contained
therein.

      


      (s)           “Plan”
shall mean the Boots & Coots International Well Control, Inc. 2004 Long Term
Incentive Plan (Amended and Restated Effective August 1, 2008).

      


      (t)           “Qualified
Domestic Relations Order” shall mean a qualified domestic relations order as
defined in the Code, in Title I of the Employee Retirement Income Security Act,
or in the rules and regulations as may be in effect from time to time
thereunder.

      


      (u)           A
share of “Restricted Stock” shall mean a share of Common Stock which is granted
pursuant to the terms of Section 8 hereof and which is subject to the
restrictions set forth in Section 8(c) hereof for so long as such restrictions
continue to apply to such share.

      


      (v)           “Securities
Act” shall mean the Securities Act of 1933, as amended from time to
time.

      


      (w)           “Stock Appreciation
Rights” or “SARs” shall mean a right granted to a Participant pursuant to
Section 7 with respect to a share of Common Stock to receive upon exercise cash,
Common Stock or a combination of cash and Common Stock, equal to the
appreciation in value of a share of Common Stock.

      


      (x)           “Stock
Bonus” shall mean a grant of a bonus payable in shares of Common Stock pursuant
to Section 10 hereof.

      


      (y)           “Subsidiary”
or “Subsidiaries” shall mean any and all corporations in which at the pertinent
time the Company owns, directly or indirectly, stock vested with 50% or more of
the total combined voting power of all classes of stock of such corporations
within the meaning of Section 424(f) of the Code.

      


      (z)           “Vesting
Date” shall mean the date established by the Committee on which a share of
Restricted Stock or Phantom Stock may vest.

      


      
        	
                3.

              	
                STOCK
      SUBJECT TO THE PLAN

              


      

      


      Under the
Plan, the Committee may grant to Participants (i) Options, (ii) SARs, (iii)
shares of Restricted Stock, (iv) shares of Phantom Stock, (v) Stock Bonuses and
(vi) Cash Bonuses.

      


      The
Committee may grant Options, SARs, shares of Restricted Stock, shares of Phantom
Stock and Stock Bonuses under the Plan with respect to a number of shares of
Common Stock that in the aggregate at any time does not exceed 8,000,000 shares
of Common Stock; provided, however, that the maximum number of shares of Common
Stock for which Options and SARs may be granted under the Plan to any one
Participant during a calendar year shall be 1,000,000.  The maximum
aggregate number of shares of Common Stock that may be issued under the Plan
through Incentive Stock Options is 8,000,000.

      


      The grant
of a Cash Bonus shall not reduce the number of shares of Common Stock with
respect to which Options, SARs, shares of Restricted Stock, shares of Phantom
Stock or Stock Bonuses may be granted pursuant to the Plan.  The grant
of an SAR that may be settled only in cash shall not reduce the number of shares
of Common Stock with respect to which Options, SARs, shares of Restricted Stock,
shares of Phantom Stock or Stock Bonuses may be granted pursuant to the
Plan.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      If any
outstanding Option or SAR expires, terminates or is canceled for any reason, the
shares of Common Stock subject to the unexercised portion of such Option or SAR
shall again be available for grant under the Plan.  If any shares of
Restricted Stock or Phantom Stock, or any shares of Common Stock granted in a
Stock Bonus are forfeited or canceled for any reason, such shares shall again be
available for grant under the Plan.

      


      Shares of
Common Stock issued under the Plan may be either newly issued or treasury
shares, at the discretion of the Committee.

      


      
        	
                4.

              	
                ADMINISTRATION
      OF THE PLAN

              


      

      


      The Plan
shall be administered by a Committee of the Board of Directors consisting of two
or more persons, all of whom shall be both (i) a “Non-Employee Director” within
the meaning of Rule 16b-3 promulgated under the Exchange Act and (ii) an
“outside director” within the meaning of the definition of such term as
contained in Treasury Regulation Section 1.162-27(e)(3) interpreting Section
162(m) of the Code, or any successor definitions that may be
adopted.  The members of the Committee shall be appointed from time to
time by, and shall serve at the discretion of, the Board of
Directors.  The Committee shall from time to time designate the
employees and consultants of the Company who shall be granted Incentive Awards
and the amount and type of such Incentive Awards.

      


      The
Committee shall have full authority to administer the Plan, including authority
to interpret and construe any provision of the Plan and the terms of any
Incentive Award issued under it and to adopt such rules and regulations for
administering the Plan as it may deem necessary.  Decisions of the
Committee shall be final and binding on all parties.

      


      The
Committee may, in its absolute discretion, (i) accelerate, within the original
term of any Option or SAR granted under the Plan, the date on which such Option
or SAR becomes exercisable, (ii) extend, within the original term of any Option
or SAR granted under the Plan, the date on which such Option or SAR ceases to be
exercisable, (iii) accelerate the Vesting Date or Issue Date, or waive any
condition imposed pursuant to Section 8(b) hereof, with respect to any share of
Restricted Stock granted under the Plan and (iv) accelerate the Vesting Date or
waive any condition imposed pursuant to Section 9 hereof, with respect to any
share of Phantom Stock granted under the Plan that is exempt from Section 409A
of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(4).

      


      In
addition, the Committee may, in its absolute discretion, grant Incentive Awards
to Participants on the condition that such Participants surrender to the
Committee for cancellation such other Incentive Awards (including, without
limitation, Incentive Awards with higher exercise prices) as the Committee
specifies.  Notwithstanding Section 3 hereof, Incentive Awards granted
on the condition of surrender of outstanding Incentive Awards shall not count
against the limits set forth in such Section 3 until such time as such Incentive
Awards are surrendered.

      


      Whether
an authorized leave of absence, or absence in military or government service,
shall constitute termination of employment or service shall be determined by the
Committee in its absolute discretion.

      


      No member
of the Committee shall be liable for any action, omission, or determination
relating to the Plan, and the Company shall indemnify and hold harmless each
member of the Committee and each other director or employee of the Company to
whom any duty or power relating to the administration or interpretation of the
Plan has been delegated from and against any cost or expense (including
attorneys’ fees) or liability (including any sum paid in settlement of a claim
with the approval of the Committee) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action,
omission or determination was taken or made by such member, director or employee
in bad faith and without reasonable belief that it was in the best interests of
the Company.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                5.

              	
                ELIGIBILITY

              


      

      


      The
persons who shall be eligible to receive Incentive Awards pursuant to the Plan
shall be such full-time employees and consultants (whether full or part time) of
the Company as the Committee, in its absolute discretion, shall select from time
to time.  Notwithstanding the generality of the foregoing, no employee
or consultant of the Company shall be eligible to receive Incentive Awards
pursuant to this Plan if such person is also entitled to receive an Incentive
Award under the terms of his employment or consulting agreement with the
Company, or any specialty long term incentive plan or incentive stock plan
adopted after the date hereof, unless such employment or consulting agreement or
specialty plan expressly provides otherwise.

      


      
        	
                6.

              	
                OPTIONS

              


      

      


      The
Committee may grant Options pursuant to the Plan, which Options shall be
evidenced by agreements in such form as the Committee shall from time to time
approve.  Options shall comply with and be subject to the following
terms and conditions:

      


      (a)           Identification of
Options.  All Options granted under the Plan shall be clearly
identified in the agreement evidencing such Options as either Incentive Stock
Options or as Non-Qualified Stock Options.  Consultants shall not be
entitled to receive Incentive Stock Options.

      


      (b)           Exercise
Price.  The exercise price of any Non-Qualified Stock Option
granted under the Plan shall be such price as the Committee shall determine on
the date on which such Non-Qualified Stock Option is granted; provided, that
such price may not be less than the greater of (i) 100% of the Fair Market Value
of a share of common Stock on the date on which such Non-Qualified Stock Option
is granted or (ii) the minimum price required by law.  Except as
provided in Section 6(d) hereof, the exercise price of any Incentive Stock
Option granted under the Plan shall be not less than 100% of the Fair Market
Value of a share of Common Stock on the date on which such Incentive Stock
Option is granted.

      


      (c)           Term and Exercise of
Options.

      


      (1)           Each
Option shall be exercisable on such date or dates, during such period and for
such number of shares of Common Stock as shall be determined by the Committee on
the day on which such Option is granted and set forth in the agreement
evidencing the Option; provided, however, that no Option shall be exercisable
after the expiration of ten years from the date such Option was granted; and,
provided, further, that each Option shall be subject to earlier termination,
expiration or cancellation as provided in the Plan.

      


      (2)           Each
Option shall be exercisable in whole or in part with respect to whole shares of
Common Stock.  The partial exercise of an Option shall not cause the
expiration, termination or cancellation of the remaining portion
thereof.  Upon the partial exercise of an Option, the agreement
evidencing such Option shall be returned to the Participant exercising such
Option together with shares of Common Stock as described in Section 6(c)(5)
hereof.

      


      (3)           An
Option shall be exercised by delivering notice to the Company’s principal
office, to the attention of its Secretary, no fewer than five business days in
advance of the effective date of the proposed exercise.  Such notice
shall be accompanied by the agreement evidencing the Option, shall specify the
number of shares of Common Stock with respect to which the Option is being
exercised and the effective date of the proposed exercise, and shall be signed
by the Participant.  The Participant may withdraw such notice at any
time prior to the close of business on the business day immediately preceding
the effective date of the proposed exercise, in which case such agreement shall
be returned to the Participant.  Payment for shares of Common Stock
purchased upon the exercise of an Option shall be made on the effective date of
such exercise either (i) in cash, by certified check, bank cashier’s check or
wire transfer or (ii) subject to the approval of the Committee, by tendering
previously acquired nonforfeitable, unrestricted shares of Common Stock that
have been held by the Participant for at least six months and that have an
aggregate Fair Market Value at the time of exercise equal to the total exercise
price (including an actual or deemed multiple series of exchanges of such
shares), or (iii) partly in shares of Common Stock with the balance in cash, by
certified check, bank cashier’s check or wire transfer.  Any payment
in shares of Common Stock shall be effected by the delivery of such shares to
the Secretary of the Company, duly endorsed in blank or accompanied by stock
powers duly executed in blank, together with any other documents and evidences
as the Secretary of the Company shall require from time to
time.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (4)           Any
Option granted under the Plan may be exercised by a broker-dealer acting on
behalf of a Participant if (i) the broker-dealer has received from the
Participant or the Company a duly endorsed agreement evidencing such Option and
instructions signed by the Participant requesting the Company to deliver the
shares of Common Stock subject to such Option to the broker-dealer on behalf of
the Participant and specifying the account into which such shares should be
deposited, (ii) adequate provision has been made with respect to the payment of
any withholding taxes due upon such exercise, and (iii) the broker-dealer and
the Participant have otherwise complied with Section 220.3(e)(4) of Regulation
T, 12 CFR Part 220.

      


      (5)           Shares
of Common Stock purchased upon the exercise of an Option shall be issued in the
name of the Participant and delivered to the Participant as soon as practicable
following the effective date on which the Option is
exercised.  Delivery shall be effected for all purposes when at the
Company’s direction, the stock transfer agent of the Company shall have either
(1) electronically deposited such shares in Participant’s company-sponsored
brokerage account, (2) deposited certificates representing the shares of Common
Stock in the United States mail, addressed to the Participant, or (3)
electronically deposited such shares into the account specified by Participant
pursuant to subparagraph (c)(4) above.

      


      (6)           During
the lifetime of a Participant each Option granted to him shall be exercisable
only by him.  No Option shall be assignable or transferable otherwise
than by will or by the laws of descent and distribution.

      


      (d)           Limitations on Grant of
Incentive Stock Options.

      


      (1)           The
aggregate Fair Market Value of shares of Common Stock with respect to which
“incentive stock options” (within the meaning of Section 422, without regard to
Section 422(d) of the Code) are exercisable for the first time by a Participant
during any calendar year under the Plan (and any other stock option plan of the
Company, or any subsidiary of the Company) shall not exceed
$100,000.  Such Fair Market Value shall be determined as of the date
on which each such Incentive Stock Option is granted.  If such
aggregate Fair Market Value of shares of Common Stock underlying such Incentive
Stock Options exceeds $100,000, then Incentive Stock Options granted hereunder
to such Participant shall, to the extent and in the order required by
Regulations promulgated under the Code (or any other authority having the force
of Regulations), automatically be deemed to be Non-Qualified Stock Options, but
all other terms and provisions of such Incentive Stock Options shall remain
unchanged. In the absence of such Regulations (and authority), or if such
Regulations (or authority) require or permit a designation of the options which
shall cease to constitute Incentive Stock Options, Incentive Stock Options
shall, to the extent of such excess and in the order in which they were granted,
automatically be deemed to be Non-Qualified Stock Options, but all other terms
and provisions of such Incentive Stock Options shall remain
unchanged.

      


      (2)           No
Incentive Stock Option may be granted to an individual if, at the time of the
proposed grant, such individual owns, directly or indirectly (based on the
attribution rules in Section 424(d) of the Code) stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Company or any of its subsidiaries, unless (i) the exercise price of such
Incentive Stock Option is at least 110% of the Fair Market Value of a share of
Common Stock at the time such Incentive Stock Option is granted and (ii) such
Incentive Stock Option is not exercisable after the expiration of five years
from the date such Incentive Stock Option is granted.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (e)           Effect of Termination of
Employment or Service.

      


      (1)           If
the employment or service of a Participant with the Company shall terminate 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) Options granted to such Participant,
to the extent that they were exercisable at the time of such termination, shall
remain exercisable until the expiration of one month after such termination, on
which date they shall expire, and (ii) Options granted to such Participant, to
the extent that they were not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination; provided,
however, that no Option shall be exercisable after the expiration of its
term.

      


      (2)           If
the employment or service of a Participant with the Company shall terminate 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) Options granted to such Participant,
to the extent that they were exercisable at the time of such termination, shall
remain exercisable until the expiration of one year after such termination, on
which date they shall expire, and (ii) Options granted to such Participant, to
the extent that they were not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination; provided,
however, that no Option shall be exercisable after the expiration of its
term.

      


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

      


      (f)           Acceleration of Exercise
Date Upon Change in Control.  Upon the occurrence of a Change
in Control and termination of employment of Participant within one year of such
Change in Control, each Option granted under the Plan and outstanding at such
time shall become fully and immediately exercisable and shall remain exercisable
until its expiration, termination or cancellation pursuant to the terms of the
Plan.

      


      
        	
                7.

              	
                STOCK
      APPRECIATION RIGHTS

              


      

      


      The
Committee may grant SARs pursuant to the Plan.  Each grant of SARs
shall be evidenced by an agreement in such form as the Committee shall from time
to time approve.  Each grant of SARs shall comply with and be subject
to the following terms and conditions:

      


      (a)           Exercise
Price.  The exercise price of any SAR granted under the Plan
shall be such price as the Committee shall determine on the date on which such
SAR is granted; provided, that such price may not be less than 100% of the Fair
Market Value of a share of Common Stock on the date on which such SAR is
granted.

      


      (b)           Term and Exercise of
SARs.

      


      (1)           Each
SAR shall be exercisable on such date or dates, during such period and for such
number of shares of Common Stock as shall be determined by the Committee on the
day on which such SAR is granted and set forth in the agreement evidencing the
SAR; provided, however, that no SAR shall be exercisable after the expiration of
ten years from the date such SAR was granted; and, provided, further, that each
SAR shall be subject to earlier termination, expiration or cancellation as
provided in the Plan.

      


      (2)           Each
SAR shall be exercisable in whole or in part with respect to whole shares of
Common Stock.  The partial exercise of an SAR shall not cause the
expiration, termination or cancellation of the remaining portion
thereof.  Upon the partial exercise of an SAR, the agreement
evidencing such SAR shall be returned to the Participant exercising such
SAR.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (3)           An
SAR shall be exercised by delivering notice to the Company’s principal office,
to the attention of its Secretary, no fewer than five business days in advance
of the effective date of the proposed exercise.  Such notice shall be
accompanied by the agreement evidencing the SAR, shall specify the number of
shares of Common Stock with respect to which the SAR is being exercised and the
effective date of the proposed exercise, and shall be signed by the
Participant.  The Participant may withdraw such notice at any time
prior to the close of business on the business day immediately preceding the
effective date of the proposed exercise, in which case such agreement shall be
returned to the Participant.

      


      (4)           Upon
the exercise of SARs, the Participant shall be entitled to receive an amount
equal to the excess of the aggregate Fair Market Value of the shares of Common
Stock with respect to which the SAR is exercised (determined as of the date of
such exercise) over the aggregate exercise price of such shares.  Such
amount shall be payable to the Participant in cash, in shares of Common Stock or
in a combination of cash and Common Stock, as provided in the agreement
evidencing the SAR or as determined by the Committee on the date of
exercise.  If an SAR is exercised for shares of Common Stock, shares
of Common Stock purchased upon the exercise of the SAR shall be issued in the
name of the Participant and delivered to the Participant as soon as practicable
following the effective date on which the SAR is exercised. Delivery shall be
effected for all purposes when at the Company’s direction, the stock transfer
agent of the Company shall have either (1) electronically deposited such shares
in Participant’s company-sponsored brokerage account, or (2) deposited
certificates representing the shares of Common Stock in the United States mail,
addressed to the Participant.

      


      (5)           During
the lifetime of a Participant each SAR granted to him shall be exercisable only
by him.  No SAR shall be assignable or transferable otherwise than by
will or by the laws of descent and distribution.

      


      (e)           Effect of Termination of
Employment or Service.

      


      (1)           If
the employment or service of a Participant with the Company shall terminate 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) SARs granted to such Participant, to
the extent that they were exercisable at the time of such termination, shall
remain exercisable until the expiration of one month after such termination, on
which date they shall expire, and (ii) SARs granted to such Participant, to the
extent that they were not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination; provided,
however, that no SAR shall be exercisable after the expiration of its
term.

      


      (2)           If
the employment or service of a Participant with the Company shall terminate 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) SARs granted to such Participant, to
the extent that they were exercisable at the time of such termination, shall
remain exercisable until the expiration of one year after such termination, on
which date they shall expire, and (ii) SARs granted to such Participant, to the
extent that they were not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination; provided,
however, that no SAR shall be exercisable after the expiration of its
term.

      


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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (f)           Acceleration of Exercise
Date Upon Change in Control.  Upon the occurrence of a Change
in Control and termination of employment of Participant within one year of such
Change in Control, each SAR granted under the Plan and outstanding at such time
shall become fully and immediately exercisable and shall remain exercisable
until its expiration, termination or cancellation pursuant to the terms of the
Plan.

       

      (g)           Additional Terms and
Conditions.  At the time of grant of SARs, the Committee may,
in its sole discretion, prescribe additional terms, conditions, restrictions and
limitations applicable to the SARs, as it determines are necessary or
appropriate, provided they are not inconsistent with the Plan.

      


      8.           RESTRICTED
STOCK

      


      The
Committee may grant shares of Restricted Stock pursuant to the
Plan.  Each grant of shares of Restricted Stock shall be evidenced by
an agreement in such form as the Committee shall from time to time
approve.  Each grant of shares of Restricted Stock shall comply with
and be subject to the following terms and conditions:

      


      (a)           Issue Date and Vesting
Date.  At the time of the grant of shares of Restricted Stock,
the Committee shall establish an Issue Date or Issue Dates and a Vesting Date or
Vesting Dates with respect to such shares.  The Committee may divide
such shares into classes and assign a different Issue Date and/or Vesting Date
for each class.  Except as provided in Sections 8(c) and 8(f) hereof,
upon the occurrence of the Issue Date with respect to a share of Restricted
Stock, a share of Restricted Stock shall be issued in accordance with the
provisions of Section 8(d) hereof.  Provided that all conditions to
the vesting of a share of Restricted Stock imposed pursuant to Section 8(b)
hereof are satisfied, and except as provided in Sections 8(c) and 8(f) hereof,
upon the occurrence of the Vesting Date with respect to a share of Restricted
Stock, such share shall vest and the restrictions of Section 8(c) hereof shall
cease to apply to such share.

      


      (b)           Conditions to
Vesting. At the time of the grant of shares of Restricted Stock, the
Committee may impose such restrictions or conditions, not inconsistent with the
provisions hereof, to the vesting of such shares as it in its absolute
discretion deems appropriate.  By way of example and not by way of
limitation, the Committee may require, as a condition to the vesting of any
class or classes of shares of Restricted Stock, that the Participant or the
Company achieve certain performance criteria, such criteria to be specified by
the Committee at the time of the grant of such shares.

      


      (c)           Restrictions on Transfer
Prior to Vesting.  Prior to the vesting of a share of
Restricted Stock, no transfer of a Participant’s rights with respect to such
share, whether voluntary or involuntary, by operation of law or otherwise, shall
vest the transferee with any interest or right in or with respect to such share,
but immediately upon any attempt to transfer such rights, such share, and all of
the rights related thereto, shall be forfeited by the Participant and the
transfer shall be of no force or effect.

      


      (d)           Issuance of Shares of
Restricted Stock.

      


      (1)           Except
as provided in Sections 8(c) or 8(f) hereof, reasonably promptly after the Issue
Date with respect to shares of Restricted Stock, the Company shall cause to be
issued and delivered shares of Restricted Stock.  Delivery shall be
effected for all purposes when at the Company’s direction, the stock transfer
agent of the Company shall have either (1) electronically deposited such shares
in Participant’s Company-sponsored brokerage account, or (2) issued a stock
certificate registered in the name of the Participant to whom such shares were
granted, evidencing such shares and shall have either deposited certificates
representing the shares of Common Stock in the United States mail, addressed to
the Participant, or deposited certificates representing the shares of Common
Stock in the United States mail, addressed to the Company (to be held pursuant
to subparagraph (2) hereof; provided, however, that the Company shall not cause
to be issued any shares of Restricted Stock unless it has received a stock power
duly endorsed in blank with respect to such shares. Restricted Stock deposited
into the Participant’s Company-sponsored brokerage account shall be held in such
account until such time as such shares are forfeited by the Participant to the
Company or the restrictions thereon have terminated or lapsed as provided in the
agreement relating to such grant.  Any stock certificates representing
Restricted Stock shall bear the following legend:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “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 Boots & Coots International
Well Control, Inc. 2004 Long Term Incentive Plan (Amended and Restated Effective
August 1, 2008) and an Agreement entered into between the registered owner of
such shares and Boots & Coots International Well Control, Inc.  A
copy of the Plan and Agreement is on file in the office of the Secretary of
Boots & Coots International Well Control, Inc., 7908 N. Sam Houston Parkway
West, 5th Floor, Houston, Texas  77064.”

      


      Such
legend shall not be removed from the certificate evidencing such shares until
such shares vest pursuant to the terms hereof.

      


      (2)           Any
certificate issued pursuant to Section 8(d)(1) hereof, together with the stock
powers relating to the shares of Restricted Stock evidenced by such certificate,
shall be held by the Company.  The Company shall issue to the
Participant a receipt evidencing the certificates held by it which are
registered in the name of the Participant.

      


      (e)           Consequences Upon
Vesting.  Upon the vesting of a share of Restricted Stock
pursuant to the terms hereof, the restrictions of Section 8(c) hereof shall
cease to apply to such share.  Reasonably promptly after a share of
Restricted Stock vests pursuant to the terms hereof, the Company shall, to the
extent applicable, (i) provide notice of the vesting and lapse or termination of
restrictions thereon to the broker-dealer maintaining Participant’s
Company-sponsored brokerage account, or (ii) cause to be issued and delivered to
the Participant to whom such shares were granted, a certificate evidencing such
share, free of the legend set forth in Section 8(d)(1) hereof, together with any
other property of the Participant held by Company pursuant to Section 8(d)
hereof; provided, that delivery shall be effected for all purposes when at the
Company’s direction, the stock transfer agent of the Company shall have either
(1) electronically deposited such shares in Participant’s company-sponsored
brokerage account, or (2) deposited certificates representing the shares of
Common Stock and such other property in the United States mail, addressed to the
Participant.

      


      (f)           Effect of Termination of
Employment or Service.

      


      (1)           If
the employment or service of a Participant with the Company shall terminate for
any reason other than Cause, all shares of Restricted Stock granted to such
Participant which have not vested as of the date of such termination shall
immediately be forfeited; provided, however, that the Committee may designate a
portion of such shares, to the extent not forfeited or canceled prior to such
termination pursuant to any provision hereof, which shall vest on the date of
such termination.  The portion referred to in the preceding sentence
shall be determined by the Committee at the time of the grant of such shares of
Restricted Stock and may be based on the achievement of any conditions imposed
by the Committee with respect to such shares pursuant to Section
8(b).

      


      (2)           In
the event of the termination of a Participant’s employment or service for Cause,
all shares of Restricted Stock granted to such Participant which have not vested
as of the date of such termination shall immediately be forfeited.

      


      (g)           Effect of Change in
Control.  Upon the occurrence of a Change in Control and
termination of employment of Participant within one year of such Change in
Control, all shares of Restricted Stock which have not theretofore vested
(including those with respect to which the Issue Date has not yet occurred)
shall immediately vest.

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        	
                9.

              	
                PHANTOM
      STOCK

              


      

       

      The
Committee may grant shares of Phantom Stock pursuant to the
Plan.  Each grant of shares of Phantom Stock shall be evidenced by an
agreement in such form as the Committee shall from time to time
approve.  Each grant of shares of Phantom Stock shall comply with and
be subject to the following terms and conditions:

      


      (a)           Vesting
Date.  At the time of the grant of shares of Phantom Stock, the
Committee shall establish a Vesting Date or Vesting Dates with respect to such
shares.  The Committee may divide such shares into classes and assign
a different Vesting Date for each class.  Provided that all conditions
to the vesting of a share of Phantom Stock imposed pursuant to Section 9(c)
hereof are satisfied, and except as provided in Section 9(d) hereof, upon the
occurrence of the Vesting Date with respect to a share of Phantom Stock, such
share shall vest.

      


      (b)           Benefit Upon
Vesting.  Upon the vesting of a share of Phantom Stock, a
Participant shall be entitled to receive in cash, within 60 days of the date on
which such share vests, an amount in cash in a lump sum equal to the sum of (i)
the Fair Market Value of a share of Common Stock of the Company on the date on
which such share of Phantom Stock vests and (ii) the aggregate amount of cash
dividends paid with respect to a share of Common Stock of the Company during the
period commencing on the date on which the share of Phantom Stock was granted
and terminating on the date on which such share vests.

      


      (c)           Conditions to
Vesting.  At the time of the grant of shares of Phantom Stock,
the Committee may impose such restrictions or conditions, not inconsistent with
the provisions hereof, to the vesting of such shares as it, in its absolute
discretion deems appropriate.  By way of example and not by way of
imitation, the Committee may require, as a condition to the vesting of any class
or classes of shares of Phantom Stock, that the Participant or the Company
achieve certain performance criteria, such criteria to be specified by the
Committee at the time of the grant of such shares.

      


      (d)           Effect of Termination of
Employment or Service.

      


      (1)           If
the employment or service of a Participant with the Company shall be terminated
by the Company without Cause, all shares of Phantom Stock granted to such
Participant which have not vested as of the date of such termination shall
immediately be forfeited; provided, however, that the Committee may designate a
portion of such shares, to the extent not forfeited or canceled prior to such
termination pursuant to any provision hereof, which shall vest on the date of
such termination.  The portion referred to in the preceding sentence
shall be determined by the Committee at the time of the grant of such shares of
Phantom Stock and may be based on the achievement of any conditions imposed by
the Committee with respect to such shares pursuant to Section 9(c).

      


      (2)           In
the event of the termination of a Participant’s employment or service for any
other reason, all shares of Phantom Stock granted to such Participant which have
not vested as of the date of such termination shall immediately be
forfeited.

      


      (e)           Effect of Change in
Control.  Upon the occurrence of a Change in Control and
termination of employment of Participant by the Company without Cause within one
year of Change in Control, all shares of Phantom Stock which have not
theretofore vested shall immediately vest.

      


      
        	
                10.

              	
                STOCK
      BONUSES

              


      

      


      The
Committee may, in its absolute discretion, grant Stock Bonuses in such amounts
as it shall determine from time to time.  A Stock Bonus shall be paid
at such time and subject to such conditions as the Committee shall determine at
the time of the grant of such Stock Bonus.  Shares of Common Stock
granted as a Stock Bonus shall be issued in the name of the Participant to whom
such grant was made and delivered to such Participant as soon as practicable
after the date on which such Stock Bonus is required to be paid. Delivery shall
be effected for all purposes when at the Company’s direction, the stock transfer
agent of the Company shall have either (1) electronically deposited such shares
in Participant’s company-sponsored brokerage account, or (2) deposited
certificates representing the shares of Common Stock in the United States mail,
addressed to the Participant.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                11.

              	
                CASH
      BONUSES

              


      

      


      The
Committee may, in its absolute discretion, grant in connection with any grant of
Restricted Stock or Stock Bonus or at any time thereafter, a cash bonus, payable
promptly after the date on which the Participant is required to recognize income
for federal income tax purposes in connection with such Restricted Stock or
Stock Bonus, in such amounts as the Committee shall determine from time to time;
provided, however, that in no event shall the amount of a Cash Bonus exceed the
Fair Market Value of the related shares of Restricted Stock or Stock Bonus on
such date.  A Cash Bonus shall be subject to such conditions as the
Committee shall determine at the time of the grant of such Cash
Bonus.

      


      
        	
                12.

              	
                ADJUSTMENT
      UPON CHANGES IN COMMON STOCK

              


      

      


      (a)           Outstanding Restricted Stock
and Phantom Stock.  Unless the Committee in its absolute
discretion otherwise determines, if a Participant receives any securities or
other property (including dividends paid in cash) with respect to a share of
Restricted Stock, the Issue Date with respect to which occurs prior to such
event, but which has not vested as of the date of such event, as a result of any
dividend, stock split, recapitalization, merger, consolidation, combination,
exchange of shares or otherwise, such securities or other property will not vest
until such share of Restricted Stock vests, and shall be held by the Company
pursuant to Section 8(d)(2) hereof.  The Committee may, in its
absolute discretion, adjust any grant of shares of Restricted Stock, the Issue
Date with respect to which has not occurred as of the date of the occurrence of
any of the following events, or any grant of shares of Phantom Stock, to reflect
any dividend, stock split, recapitalization, merger, consolidation, combination,
exchange of shares or similar corporate change as the Committee may deem
appropriate to prevent the enlargement or dilution of rights of Participants
under the grant.

      


      (b)           Outstanding Options and
SARs, Increase or Decrease in Issued Shares Without
Consideration.  Subject to any required action by the
shareholders of the Company, in the event of any increase or decrease in the
number of issued shares of Common Stock resulting from a subdivision or
consolidation of shares of Common Stock or the payment of a stock dividend (but
only on the shares of Common Stock), or any other increase or decrease in the
number of such shares effected without receipt of consideration by the Company,
the Committee shall proportionally adjust the number of shares and the exercise
price per share of Common Stock subject to each outstanding Option and
SAR.

      


      (c)           Outstanding Options, Certain
Mergers.  Subject to any required action by the shareholders of
the Company, if the Company shall be the surviving corporation in any merger or
consolidation (except a merger of consolidation as a result of which the holders
of shares of Common Stock receive securities of another corporation), each
Option and SAR outstanding on the date of such merger or consolidation shall
entitle the Participant to acquire upon exercise the securities which a holder
of the number of shares of Common Stock subject to such Option or SAR would have
received in such merger or consolidation.

      


      (d)           Outstanding Options and
SARs, Certain Other Transactions.  In the event of a
dissolution or liquidation of the Company, a sale of all or substantially all of
the Company’s assets, a merger or consolidation involving the Company in which
the Company is not the surviving corporation or a merger or consolidation
involving the Company in which the Company is the surviving corporation but the
holders of shares of Common Stock receive securities of another corporation
and/or other property, including cash, the Committee shall, in its absolute
discretion, have the power to:

      


      (1)           cancel,
effective immediately prior to the occurrence of such event, each Option and SAR
outstanding immediately prior to such event (whether or not then exercisable),
and, in full consideration of such cancellation, pay to the Participant to whom
such Option or SAR was granted an amount in cash, for each share of Common Stock
subject to such Option or SAR, equal to the excess of (A) the value, as
determined by the Committee in its absolute discretion, of the property
(including cash) received by the holder of a share of Common Stock as a result
of such event over (B) the exercise price of such Option or SAR;
or


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (2)           provide
for the exchange of each Option and SAR outstanding immediately prior to such
event (whether or not then exercisable) for an option or appreciation right on
some or all of the property for which such Option or SAR is exchanged and,
incident thereto, make an equitable adjustment as determined by the Committee in
its absolute discretion in the exercise price of the option or appreciation
right, or the number of shares or amount of property subject to the option or
appreciation right or, if appropriate, provide for a cash payment to the
Participant to whom such Option or SAR was granted in partial consideration for
the exchange of the Option or SAR.

      


      (e)           Outstanding Options and
SARs/Other Changes.  In the event of any change in the
capitalization of the Company or corporate change other than those specifically
referred to in Sections 12(b), (c) or (d) hereof, the Committee may, in its
absolute discretion, make such adjustments in the number and class of shares
subject to Options and SARs outstanding on the date on which such change occurs
and in the per share exercise price of each such Option and SAR as the Committee
may consider appropriate to prevent dilution or enlargement of
rights.

      


      (f)           Limitations.  Notwithstanding
the provisions of Sections 12(b), (c), (d) and (e), outstanding Incentive Awards
shall be adjusted in accordance with (i) Sections 422 and 424 of the Code and
the regulations thereunder with respect to Incentive Stock Options and (ii)
Section 409A of the Code and the regulations thereunder with respect to
Non-Qualified Stock Options and SARs.

      


      (g)           No Other
Rights.  Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger or consolidation of the Company or any other
corporation.  Except as expressly provided in the Plan, no issuance by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number of shares of Common Stock subject to
an Incentive Award or the exercise price of any Option or SAR.

      


      
        	
                13.

              	
                RIGHTS
      AS A SHAREHOLDER

              


      

      


      No person
shall have any rights as a shareholder with respect to any shares of Common
Stock covered by or relating to any Incentive Award granted pursuant to this
Plan until the date of the issuance of shares of Common Stock.  Except
as otherwise expressly provided in Section 12 hereof, no adjustment to any
Incentive Award shall be made for dividends or other rights for which the record
date occurs prior to the date such shares of Common Stock are
issued.

      


      
        	
                14.

              	
                NO
      SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE
  AWARD

              


      

      


      Nothing
contained in the Plan or any Incentive Award shall confer upon any 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 an Incentive Award.

      


       No
person shall have any claim or right to receive an Incentive Award
hereunder.  The Committee’s granting of an Incentive Award to a
Participant at any time shall neither require the Committee to grant an
Incentive Award to such Participant or any other Participant or other person at
any time nor preclude the Committee from making subsequent grants to such
Participant or any other Participant or other person.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                15.

              	
                SECURITIES
      MATTERS

              


      

       

      (a)           The
Company shall be under no obligation to effect the registration pursuant to the
Securities Act of any shares of Common Stock 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 shares of Common Stock pursuant to the Plan unless and until
the Company is advised by its counsel that the issuance and delivery of such
shares is in compliance with all applicable laws, regulations of governmental
authority and the requirements of any securities exchange on which shares of
Common Stock are traded.  The Committee may require, as a condition of
the issuance and delivery of shares of Common Stock pursuant to the terms
hereof, that the recipient of such shares make such covenants, agreements and
representations, and that any certificates issued evidencing such shares bear
such legends, as the Committee, in its sole discretion, deems necessary or
desirable.

      


      (b)           The
exercise of any Option or SAR exercisable for Common Stock granted hereunder
shall only be effective at such time as counsel to the Company shall have
determined that the issuance and delivery of shares of Common Stock pursuant to
such exercise is in compliance with all applicable laws, regulations of
governmental authorities and the requirements of any securities exchange on
which shares of Common Stock are traded.  The Company may, in its sole
discretion, defer the effectiveness of any exercise of an Option or such an SAR
granted hereunder in order to allow the issuance of shares of Common Stock
pursuant thereto to be made pursuant to registration or an exemption from
registration or other methods for compliance available under federal or state
securities laws.  The Company shall inform the Participant in writing
of its decision to defer the effectiveness of the exercise of an Option or SAR
granted hereunder.  During the period that the effectiveness of the
exercise of an Option or SAR has been deferred, the Participant may, by written
notice, withdraw such exercise and obtain the refund of any amount paid with
respect thereto.

      


      
        	
                16.

              	
                WITHHOLDING
      TAXES

              


      

      


      The
Company shall be entitled to deduct from any payment made under the Plan,
regardless of the form of such payment, the amount of all applicable income and
employment taxes required by law to be withheld with respect to such payment,
may require the Participant to pay to the Company such withholding taxes prior
to and as a condition of the making of any payment or the issuance or delivery
of any shares of Common Stock under the Plan, and shall be entitled to deduct
from any other compensation payable to the Participant any withholding
obligations with respect to Incentive Awards.  In accordance with any
applicable administrative guidelines it establishes, the Committee may allow a
Participant to pay the amount of taxes required by law to be withheld from or
with respect to an Incentive Award by (a) withholding shares of Common
Stock from any payment of Common Stock due as a result of such Incentive Award,
or (b) permitting the Participant to deliver to the Company previously
acquired shares of Common Stock, in each case having an aggregate Fair Market
Value equal to the amount of such required withholding taxes.  No
payment shall be made and no shares of Common Stock shall be issued pursuant to
any Incentive Award unless and until the applicable tax withholding obligations
have been satisfied.

      


      
        	
                17.

              	
                AMENDMENT
      OF THE PLAN

              


      

      


      The Board
of Directors may at any time suspend or discontinue the Plan or revise or amend
it in any respect whatsoever; provided, however, that without approval of the
shareholders no revision or amendment shall (i) except as provided in Section 12
hereof, increase the number of shares of Common Stock that may be issued as
Incentive Options under the Plan, (ii) materially increase the benefits accruing
to individuals holding Incentive Awards granted pursuant to the Plan or (iii)
materially modify the requirements as to eligibility for participation in the
Plan.

      


      
        	
                18.

              	
                NO
      OBLIGATION TO EXERCISE

              


      

      


      The grant
to a Participant of an Option or SAR shall impose no obligation upon such
Participant to exercise such Option or SAR.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                19.

              	
                TRANSFERS
      UPON DEATH

              


      

      


      Upon the
death of a Participant, outstanding Incentive Awards granted to such Participant
may be exercised only by the executors or administrators of the Participant’s
estate or by any person or persons who shall have acquired such right to
exercise by will or by the laws of descent and distribution.  No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise any Incentive Award, shall be effective to bind the
Company unless the Committee shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer and (b) an agreement by
the transferee to comply with all the terms and conditions of the Incentive
Award that are or would have been applicable to the Participant and to be bound
by the acknowledgments made by the Participant in connection with the grant of
the Incentive Award.

      


      
        	
                20.

              	
                EXPENSES
      AND RECEIPTS

              


      

      


      The
expenses of the Plan shall be paid by the Company.  Any proceeds
received by the Company in connection with any Incentive Award will be used for
general corporate purposes.

      


      
        	
                21.

              	
                FAILURE
      TO COMPLY

              


      

      


      In
addition to the remedies of the Company elsewhere provided for herein, failure
by a Participant to comply with any of the terms and conditions of the Plan or
the agreement executed by such Participant evidencing an Incentive Award, unless
such failure is remedied by such Participant within ten days after having been
notified of such failure by the Committee, shall be grounds for the cancellation
and forfeiture of such Incentive Award, in whole or in part as the Committee, in
its absolute discretion, may determine.

      


      
        	
                22.

              	
                EFFECTIVE
      DATE AND TERM OF PLAN

              


      

      


      The Plan
was adopted by the Board of Directors effective March 25, 2004, and was approved
by the shareholders of the Company in accordance with applicable law, the
requirements of Sections 162(m) and 422 of the Code, and the requirements of
Rule 16b-3 under Section 16(b) of the Exchange Act on May 19,
2004.  No Incentive Award may be granted under the Plan after March
24, 2014.

      


      IN
WITNESS WHEREOF, this Plan, as amended and restated, has been executed in
Houston, Texas this 1st day of August, 2008.

      


      
        	 
      	
                BOOTS
      & COOTS INTERNATIONAL WELL CONTROL, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /S/ JERRY WINCHESTER

              
	 
      	
                Name:

              	
                Jerry
      Winchester

              
	 
      	
                Title:

              	
                President
      and Chief Executive Officer