Exhibit 10.1


 


Amendment
to Nonqualified Stock Option Agreement


 


The
undersigned person (the “Optionee”) and Basic Energy Services, Inc., a
Delaware corporation (formerly named BES Holding Co.) (the “Company”), hereby
agree as follows effective as of December 31, 2005:


 


WHEREAS,
the undersigned Optionee and the Company are parties to one or more
Nonqualified Stock Option Agreements or other option grant agreements (the “Option
Agreements”), which provide among other things certain provisions relating to a
Change of Control as defined in the Company’s Second Amended and Restated 2003
Incentive Plan (the “Plan”); and


 


WHEREAS,
in connection with the adoption by the Company of certain accounting changes
under Statement of Financial Accounting Standards No. 123R to be effective
January 1, 2006, the Company desires to amend each of the Option
Agreements.


 


NOW,
THEREFORE, the undersigned parties hereby agree as follows:


 


1.             The sentence in each of the
Optionee’s Option Agreements that currently contains the sentence to the effect
(or substantially similar effect) that “Upon a Change of Control in the
Company, all Options outstanding at the time of the event or transaction shall
terminate and 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 (if the Option exercise price exceeds the Fair Market
Value of a Share on such date, the Optionee shall be paid an amount in cash
equal to the lesser of $1.00 or the Black-Scholes value of the cancelled Option
as determined in good faith by the Board, unless and except to the extent a
provision is made in writing in connection with such Change in Control event or
transaction for the continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution for such Options of new
options covering the stock of a successor entity, or the parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Plan and Options theretofore granted shall
continue as fully vested Options in the manner and under the terms of provided.”
shall be, and hereby is, amended in its entirety as follows:


 


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 and 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 (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 $1.00 or the
Black-Scholes value of the cancelled Option as determined by the Board).


 


In
witness whereof, the undersigned parties have executed this Amendment effective
as of the date first set forth above.


 


	
  OPTIONEE

  	
   

  	
  BASIC ENERGY SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title: