exv10w6



 







Exhibit 10.6




INTEGRATED PRODUCTION SERVICES, INC.




2001 STOCK INCENTIVE PLAN




I. PURPOSE




     The purpose of the INTEGRATED PRODUCTION SERVICES, INC. 2001 STOCK INCENTIVE PLAN (the “Plan”)
is to provide a means through which Integrated Production Services, Inc., a Delaware corporation
(the “Company”), and its Affiliates may attract able persons to serve as Directors or Consultants
or to enter the employ of the Company and its Affiliates and to provide a means whereby those
individuals upon whom the responsibilities of the successful administration and management of the
Company and its Affiliates rest, and whose present and potential contributions to the Company and
its Affiliates are of importance, can acquire and maintain stock ownership, thereby strengthening
their concern for the welfare of the Company and its Affiliates. A further purpose of the Plan is
to provide such individuals with additional incentive and reward opportunities designed to enhance
the profitable growth of the Company and its Affiliates. Accordingly, the Plan provides for
granting Incentive Stock Options, options that do not constitute Incentive Stock Options,
Restricted Stock Awards, or any combination of the foregoing, as is best suited to the
circumstances of the particular employee, Consultant or Director as provided herein. This Plan
amends and restates in its entirety the Saber Energy Services, Inc. 2001 Stock Incentive Plan (the
“Original Plan”); provided, however, that to the extent amendments made by the Plan to the Original
Plan would impair the rights under an Option Agreement awarded under the Original Plan, such
amendments shall not apply to such Option Agreement unless the optionee consents to such
amendments. Prior to the adoption of this Plan but after the adoption of the Original Plan, the
Company effected a 10-for-1 stock split of the Common Stock.



II. DEFINITIONS




     The following definitions shall be applicable throughout the Plan unless specifically modified
by any paragraph:



     (a) “Affiliate” means any corporation, partnership, limited liability company or partnership,
association, trust or other organization which, directly or indirectly, controls, is controlled by,
or is under common control with, the Company. For purposes of the preceding sentence, “control”
(including, with correlative meanings, the terms “controlled by” and “under common control with”),
as used with respect to any entity or organization, shall mean the possession, directly or
indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power
for the election of directors of the controlled entity or organization, or (ii) to direct or cause
the direction of the management and policies of the controlled entity or organization, whether
through the ownership of voting securities or by contract or otherwise.



     (b) “Award” means, individually or collectively, any Option or Restricted Stock Award.



     (c) “Board” means the Board of Directors of the Company.





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     (d) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any
section of the Code shall be deemed to include any amendments or successor provisions to such
section and any regulations under such section.



     (e) “Committee” means a committee of the Board that is selected by the Board as provided in
Paragraph IV(a).



     (f) “Common Stock” means the common stock, par value $0.01 per share, of the Company, or any
security into which such Common Stock may be changed by reason of any transaction or event of the
type described in Paragraph IX.



     (g) “Company” means Integrated Production Services, Inc., a Delaware corporation.



     (h) “Company Change” shall have the meaning assigned to such term in Paragraph IX(c) of the
Plan.



     (i) “Consultant” means any person who is not an employee or a Director and who is providing
advisory or consulting services to the Company or any Affiliate.



     (j) “Director” means an individual elected to the Board by the stockholders of the Company or
by the Board under applicable corporate law who is serving on the Board on the date the Plan is
adopted by the Board or is elected to the Board after such date.



     (k) An “employee” means any person (including a Director) in an employment relationship with
the Company or any Affiliate.



     (l) “Fair Market Value” means, as of any specified date, the mean of the high and low sales
prices of the Common Stock (i) reported by the National Market System of NASDAQ on that date or
(ii) if the Common Stock is listed on a national stock exchange, reported on the stock exchange
composite tape on that date (or such other reporting service approved by the Committee); or, in
either case, if no prices are reported on that date, on the last preceding date on which such
prices of the Common Stock are so reported. If the Common Stock is traded over the counter at the
time a determination of its fair market value is required to be made hereunder, its fair market
value shall be deemed to be equal to the average between the reported high and low or closing bid
and asked prices of Common Stock on the most recent date on which Common Stock was publicly traded.
In the event Common Stock is not publicly traded at the time a determination of its value is
required to be made hereunder, the determination of its fair market value shall be made by the
Committee in such manner as it deems appropriate. Notwithstanding the foregoing, the Fair Market
Value of a share of Common Stock on the date of an initial public offering of Common Stock shall be
the offering price under such initial public offering.



     (m) “Incentive Stock Option” means an incentive stock option within the meaning of section 422
of the Code.





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     (n) “Option” means an Award granted under Paragraph VII of the Plan and includes both
Incentive Stock Options to purchase Common Stock and Options that do not constitute Incentive Stock
Options to purchase Common Stock.



     (o) “Option Agreement” means a written agreement between the Company and a Participant with
respect to an Option.



     (p) “Participant” means an employee, Consultant, or Director who has been granted an Award.



     (q) “Plan” means the Integrated Production Services, Inc. 2001 Stock Incentive Plan, as
amended from time to time.



     (r) “Restricted Stock Agreement” means a written agreement between the Company and a
Participant with respect to a Restricted Stock Award.



     (s) “Restricted Stock Award” means an Award granted under Paragraph VIII of the Plan.



     (t) “Stock Appreciation Right” shall have the meaning assigned to such term in Paragraph
VII(d) of the Plan.



III. EFFECTIVE DATE AND DURATION OF THE PLAN




     The Plan shall become effective upon the date of its adoption by the Board, provided the Plan
is approved by the stockholders of the Company within 12 months thereafter. Notwithstanding any
provision in the Plan, in any Option Agreement or in any Restricted Stock Agreement, no Option
shall be exercisable and no Restricted Stock Award shall vest prior to such stockholder approval.
No further Awards may be granted under the Plan after 10 years from the date the Plan is adopted by
the Board. The Plan shall remain in effect until all Options granted under the Plan have been
satisfied or expired, and all Restricted Stock Awards granted under the Plan have vested or been
forfeited.



IV. ADMINISTRATION




     (a) Composition of Committee. The Plan shall be administered by a committee of, and
appointed by, the Board. In the absence of the Board’s appointment of a committee to administer
the Plan, the Board shall serve as the Committee.



     (b) Powers. Subject to the express provisions of the Plan, the Committee shall have
authority, in its discretion, to determine which employees, Consultants, or Directors shall receive
an Award, the time or times when such Award shall be made, whether an Incentive Stock Option or
nonqualified Option shall be granted, and the number of shares to be subject to each Option or
Restricted Stock Award. In making such determinations, the Committee shall take into account the
nature of the services rendered by the respective employees, Consultants, or Directors, their





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present and potential contribution to the Company’s success and such other factors as the
Committee in its discretion shall deem relevant.



     (c) Additional Powers. The Committee shall have such additional powers as are
delegated to it by the other provisions of the Plan. Subject to the express provisions of the
Plan, this shall include the power to construe the Plan and the respective agreements executed
hereunder, to prescribe rules and regulations relating to the Plan, and to determine the terms,
restrictions and provisions of the agreement relating to each Award, including such terms,
restrictions and provisions as shall be requisite in the judgment of the Committee to cause
designated Options to qualify as Incentive Stock Options, and to make all other determinations
necessary or advisable for administering the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in any agreement relating to an Award in
the manner and to the extent it shall deem expedient to carry it into effect. The determinations
of the Committee on the matters referred to in this Paragraph IV shall be conclusive.



V. SHARES SUBJECT TO THE PLAN; GRANT OF AWARDS




     (a) Shares Subject to the Plan. Subject to adjustment in the same manner as provided
in Paragraph IX with respect to shares of Common Stock subject to Options then outstanding, the
aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed
1,000,000 shares. Shares shall be deemed to have been issued under the Plan only (i) to the extent
actually issued and delivered pursuant to an Award or (ii) to the extent an Award is settled in
cash. To the extent that an Award lapses or the rights of its holder terminate, any shares of
Common Stock subject to such Award shall again be available for the grant of an Award under the
Plan.



     (b) Grant of Awards. The Committee may from time to time grant Awards to one or more
employees, Consultants, or Directors determined by it to be eligible for participation in the Plan
in accordance with the terms of the Plan.



     (c) Stock Offered. Subject to the limitations set forth in Paragraph V(a), the stock
to be offered pursuant to the grant of an Award may be authorized but unissued Common Stock or
Common Stock previously issued and outstanding and reacquired by the Company. Any of such shares
which remain unissued and which are not subject to outstanding Awards at the termination of the
Plan shall cease to be subject to the Plan but, until termination of the Plan, the Company shall at
all times make available a sufficient number of shares to meet the requirements of the Plan.



VI. ELIGIBILITY




     Awards may be granted only to persons who, at the time of grant, are employees, Consultants,
or Directors. An Award may be granted on more than one occasion to the same person, and, subject
to the limitations set forth in the Plan, such Award may include an Incentive Stock Option, an
Option that is not an Incentive Stock Option, a Restricted Stock Award, or any combination thereof.





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VII. STOCK OPTIONS




     (a) Option Period. The term of each Option shall be as specified by the Committee at
the date of grant.



     (b) Limitations on Exercise of Option. An Option shall be exercisable in whole or in
such installments and at such times as determined by the Committee.



     (c) Special Limitations on Incentive Stock Options. An Incentive Stock Option may be
granted only to an individual who is employed by the Company or any parent or subsidiary
corporation (as defined in section 424 of the Code) of the Company at the time the Option is
granted. To the extent that the aggregate Fair Market Value (determined at the time the respective
Incentive Stock Option is granted) of Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by an individual during any calendar year under all incentive
stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such
Incentive Stock Options shall be treated as Options which do not constitute Incentive Stock
Options. The Committee shall determine, in accordance with applicable provisions of the Code,
Treasury regulations and other administrative pronouncements, which of a Participant’s Incentive
Stock Options will not constitute Incentive Stock Options because of such limitation and shall
notify the Participant of such determination as soon as practicable after such determination. No
Incentive Stock Option shall be granted to an individual if, at the time the Option is granted,
such individual owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary corporation, within the meaning of
section 422(b)(6) of the Code, unless (i) at the time such Option is granted the option price is at
least 110% of the Fair Market Value of the Common Stock subject to the Option and (ii) such Option
by its terms is not exercisable after the expiration of five years from the date of grant. An
Incentive Stock Option shall not be transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable during the Participant’s lifetime only by such Participant
or the Participant’s guardian or legal representative.



     (d) Option Agreement. Each Option shall be evidenced by an Option Agreement in such
form and containing such provisions not inconsistent with the provisions of the Plan as the
Committee from time to time shall approve, including, without limitation, provisions to qualify an
Incentive Stock Option under section 422 of the Code. Each Option Agreement shall specify the
effect of termination of (i) employment, (ii) the consulting or advisory relationship, or (iii)
membership on the Board, as applicable, on the exercisability of the Option. An Option Agreement
may provide for the payment of the option price, in whole or in part, by the delivery of a number
of shares of Common Stock (plus cash if necessary) having a Fair Market Value equal to such option
price. Moreover, an Option Agreement may provide for a “cashless exercise” of the Option by
establishing procedures satisfactory to the Committee with respect thereto. Further, an Option
Agreement may provide for the surrender of the right to purchase shares under the Option in return
for a payment in cash or shares of Common Stock or a combination of cash and shares of Common Stock
equal in value to the excess of the Fair Market Value of the shares with respect to which the right
to purchase is surrendered over the option





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price therefor (“Stock Appreciation Rights”), on such terms and conditions as the Committee in
its sole discretion may prescribe. In the case of any such Stock Appreciation Right that is
granted in connection with an Incentive Stock Option, such right shall be exercisable only when the
Fair Market Value of the Common Stock exceeds the price specified therefor in the Option or the
portion thereof to be surrendered. The terms and conditions of the respective Option Agreements
need not be identical. Subject to the consent of the Participant, the Committee may, in its sole
discretion, amend an outstanding Option Agreement from time to time in any manner that is not
inconsistent with the provisions of the Plan (including, without limitation, an amendment that
accelerates the time at which the Option, or a portion thereof, may be exercisable.)



     (e) Option Price and Payment. The price at which a share of Common Stock may be
purchased upon exercise of an Option shall be determined by the Committee but, subject to
adjustment as provided in Paragraph IX, (i) in the case of an Incentive Stock Option, such purchase
price shall not be less than the Fair Market Value of a share of Common Stock on the date such
Option is granted, and (ii) in the case of an Option that does not constitute an Incentive Stock
Option, such purchase price shall not be less than 85% of the Fair Market Value of a share of
Common Stock on the date such Option is granted. The Option or portion thereof may be exercised by
delivery of an irrevocable notice of exercise to the Company, as specified by the Committee. The
purchase price of the Option or portion thereof shall be paid in full in the manner prescribed by
the Committee. Separate stock certificates shall be issued by the Company for those shares
acquired pursuant to the exercise of an Incentive Stock Option and for those shares acquired
pursuant to the exercise of any Option that does not constitute an Incentive Stock Option.



     (f) Stockholder Rights and Privileges. The Participant shall be entitled to all the
privileges and rights of a stockholder only with respect to such shares of Common Stock as have
been purchased under the Option and for which certificates of stock have been registered in the
Participant’s name.



     (g) Options and Rights in Substitution for Options Granted by Other Employers.
Options and Stock Appreciation Rights may be granted under the Plan from time to time in
substitution for options held by individuals providing services to corporations or other entities
who become employees, Consultants, or Directors as a result of a merger or consolidation or other
business transaction with the Company or any Affiliate.



VIII. RESTRICTED STOCK AWARDS




     (a) Forfeiture Restrictions To Be Established by the Committee. Shares of Common
Stock that are the subject of a Restricted Stock Award shall be subject to restrictions on
disposition by the Participant and an obligation of the Participant to forfeit and surrender the
shares to the Company under certain circumstances (the “Forfeiture Restrictions”). The Forfeiture
Restrictions shall be determined by the Committee in its sole discretion, and the Committee may
provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of one or more
performance targets established by the Committee, (ii) the Participant’s continued employment with
the Company or an Affiliate or continued service as a Consultant or Director





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for a specified period of time, (iii) the occurrence of any event or the satisfaction of any
other condition specified by the Committee in its sole discretion, or (iv) a combination of any of
the foregoing. Each Restricted Stock Award may have different Forfeiture Restrictions, in the
discretion of the Committee.



     (b) Other Terms and Conditions. Common Stock awarded pursuant to a Restricted Stock
Award shall be represented by a stock certificate registered in the name of the Participant.
Unless provided otherwise in a Restricted Stock Agreement, the Participant shall have the right to
receive dividends with respect to Common Stock subject to a Restricted Stock Award, to vote Common
Stock subject thereto and to enjoy all other stockholder rights, except that (i) the Participant
shall not be entitled to delivery of the stock certificate until the Forfeiture Restrictions have
expired, (ii) the Company shall retain custody of the stock until the Forfeiture Restrictions have
expired, (iii) the Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise
dispose of the stock until the Forfeiture Restrictions have expired, and (iv) a breach of the terms
and conditions established by the Committee pursuant to the Restricted Stock Agreement shall cause
a forfeiture of the Restricted Stock Award. At the time of such Award, the Committee may, in its
sole discretion, prescribe additional terms, conditions or restrictions relating to Restricted
Stock Awards, including, but not limited to, rules pertaining to the termination of employment or
service as a Consultant or Director (by retirement, disability, death or otherwise) of a
Participant prior to expiration of the Forfeitures Restrictions. Such additional terms, conditions
or restrictions shall be set forth in a Restricted Stock Agreement made in conjunction with the
Award.



     (c) Payment for Restricted Stock. The Committee shall determine the amount and form
of any payment for Common Stock received pursuant to a Restricted Stock Award, provided that in the
absence of such a determination, a Participant shall not be required to make any payment for Common
Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by
law.



     (d) Committee’s Discretion to Accelerate Vesting of Restricted Stock Awards. The
Committee may, in its discretion and as of a date determined by the Committee, fully vest any or
all Common Stock awarded to a Participant pursuant to a Restricted Stock Award and, upon such
vesting, all restrictions applicable to such Restricted Stock Award shall terminate as of such
date. Any action by the Committee pursuant to this Subparagraph may vary among individual
Participants and may vary among the Restricted Stock Awards held by any individual Participant.



     (e) Restricted Stock Agreements. At the time any Award is made under this Paragraph
VIII, the Company and the Participant shall enter into a Restricted Stock Agreement setting forth
each of the matters contemplated hereby and such other matters as the Committee may determine to be
appropriate. The terms and provisions of the respective Restricted Stock Agreements need not be
identical. Subject to the consent of the Participant, the Committee may, in its sole discretion,
amend an outstanding Restricted Stock Agreement from time to time in any manner that is not
inconsistent with the provisions of the Plan.





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IX. RECAPITALIZATION OR REORGANIZATION




     (a) No Effect on Right or Power. The existence of the Plan and the Awards granted
hereunder shall not affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or other change in
the Company’s or any Affiliate’s capital structure or its business, any merger or consolidation of
the Company or any Affiliate, any sale of all of the Common Stock of the Company, any issue of debt
or equity securities ahead of or affecting Common Stock or the rights thereof, the dissolution or
liquidation of the Company or any Affiliate or any sale, lease, exchange or other disposition of
all or any part of its assets or business or any other corporate act or proceeding.



     (b) Subdivision or Consolidation of Shares; Stock Dividends. The shares with respect
to which Options may be granted are shares of Common Stock as presently constituted, but if, and
whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common
Stock without receipt of consideration by the Company, the number of shares of Common Stock with
respect to which such Option may thereafter be exercised (i) in the event of an increase in the
number of outstanding shares shall be proportionately increased, and the purchase price per share
shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding
shares shall be proportionately reduced, and the purchase price per share shall be proportionately
increased. Any fractional share resulting from such adjustment shall be rounded up to the next
whole share.



     (c) Recapitalizations and Company Changes. If the Company recapitalizes, reclassifies
its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number
and class of shares of Common Stock covered by an Option theretofore granted shall be adjusted so
that such Option shall thereafter cover the number and class of shares of stock and securities to
which the Participant would have been entitled pursuant to the terms of the recapitalization if,
immediately prior to the recapitalization, the Participant had been the holder of record of the
number of shares of Common Stock then covered by such Option. If (i) the Company shall not be the
surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity),
(ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or
substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved
and liquidated, (iv) any person or entity (other than SCF-IV, L.P. and its Affiliates), including a
“group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
acquires or gains ownership or control (including, without limitation, power to vote) of more than
50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a
result of or in connection with a contested election of Directors, the persons who were Directors
of the Company before such election shall cease to constitute a majority of the Board (each such
event is referred to herein as a “Company Change”), no later than (x) 10 days after the approval by
the stockholders of the Company of such merger, consolidation, reorganization, sale, lease or
exchange of assets or dissolution or such election of Directors or (y) 30 days after a Company
Change of the type described in clause (iv), the Committee, acting in its sole discretion without
the consent or approval of any Participant, shall effect one or more of the following alternatives,
which alternatives may vary among individual Participants and which





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may vary among Options held by any individual Participant: (1) accelerate the time at which
Options then outstanding may be exercised so that such Options may be exercised in full for a
limited period of time on or before a specified date (before or after such Company Change) fixed by
the Committee, after which specified date all unexercised Options and all rights of Participants
thereunder shall terminate, (2) require the mandatory surrender to the Company by selected
Participants of some or all of the outstanding Options held by such Participants (irrespective of
whether such Options are then exercisable under the provisions of the Plan) as of a date, before or
after such Company Change, specified by the Committee, in which event the Committee shall thereupon
cancel such Options and cause the Company to pay to each Participant an amount of cash per share
equal to the excess, if any, of the amount calculated in Subparagraph (d) below (the “Change of
Control Value”) of the shares subject to such Option over the exercise price(s) under such Options
for such shares, or (3) make such adjustments to Options then outstanding and the Plan as the
Committee deems appropriate to reflect such Company Change (provided, however, that the Committee
may determine in its sole discretion that no adjustment is necessary to Options then outstanding),
including, without limitation, adjusting an Option to provide that the number and class of shares
of Common Stock covered by such Option shall be adjusted so that such Option shall thereafter cover
securities of the surviving or acquiring corporation or other property (including, without
limitation, cash) as determined by the Committee in its sole discretion.



     (d) Change of Control Value. For the purposes of clause (2) in Subparagraph (c)
above, the “Change of Control Value” shall equal the amount determined in clause (i), (ii) or
(iii), whichever is applicable, as follows: (i) the per share price offered to stockholders of the
Company in any such merger, consolidation, sale of assets or dissolution transaction, (ii) the
price per share offered to stockholders of the Company in any tender offer or exchange offer
whereby a Company Change takes place, or (iii) if such Company Change occurs other than pursuant to
a tender or exchange offer, the fair market value per share of the shares into which such Options
being surrendered are exercisable, as determined by the Committee as of the date determined by the
Committee to be the date of cancellation and surrender of such Options. In the event that the
consideration offered to stockholders of the Company in any transaction described in this
Subparagraph (d) or Subparagraph (c) above consists of anything other than cash, the Committee
shall determine the fair cash equivalent of the portion of the consideration offered which is other
than cash.



     (e) Other Changes in the Common Stock. In the event of changes in the outstanding
Common Stock by reason of recapitalizations, reorganizations, mergers, consolidations,
combinations, split-ups, split-offs, spin-offs, exchanges or other relevant changes in
capitalization or distributions to the holders of Common Stock occurring after the date of the
grant of any Award and not otherwise provided for by this Paragraph IX, such Award and any
agreement evidencing such Award shall be subject to adjustment by the Committee at its discretion
as to the number and price of shares of Common Stock or other consideration subject to such Award.
In the event of any such change in the outstanding Common Stock or distribution to the holders of
Common Stock, the aggregate number of shares available under the Plan shall be appropriately
adjusted by the Committee, whose determination shall be conclusive.





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     (f) Stockholder Action. Any adjustment provided for in the above Subparagraphs shall
be subject to any required stockholder action.



     (g) No Adjustments unless Otherwise Provided. Except as hereinbefore expressly
provided, the issuance by the Company of shares of stock of any class or securities convertible
into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number of shares of Common Stock subject to Awards theretofore granted or the
purchase price per share, if applicable.



X. AMENDMENT AND TERMINATION OF THE PLAN




     The Board in its discretion may terminate the Plan at any time with respect to any shares of
Common Stock for which Awards have not theretofore been granted. The Board shall have the right to
alter or amend the Plan or any part thereof from time to time; provided that no change in the Plan
may be made that would impair the rights of a Participant with respect to an Award theretofore
granted without the consent of the Participant, and provided, further, that the Board may not,
without approval of the stockholders of the Company, amend the Plan to (a) increase the maximum
aggregate number of shares that may be issued under the Plan or (b) change the class of individuals
eligible to receive Awards under the Plan.



XI. MISCELLANEOUS




     (a) Shareholders Agreement. Every Participant who receives shares of Common Stock
pursuant to this Plan, whether pursuant to the exercise of an Option, receipt of a Restricted Stock
Award or otherwise, shall be subject to the terms of the Shareholders Agreement among the Company,
SCF-IV, L.P., HSBC Capital (Canada) Inc. and certain other persons dated September 20, 2002, as the
same may be amended or restated from time to time (the “Shareholders Agreement”). Any Option
Agreement or Restricted Stock Agreement shall provide that the Participant specifically
acknowledges and agrees that the Participant is bound by the terms of the Shareholders Agreement
when Common Stock is issued to him and agrees that, if requested by the Company at any time, the
Participant (or other person in whose name the Common Stock is registered) will immediately execute
and deliver a counterpart execution page to the Shareholders Agreement to the Company so as to
better evidence that the Participant is a party thereto.



     (b) No Right To An Award. Neither the adoption of the Plan nor any action of the
Board or of the Committee shall be deemed to give an employee, Consultant, or Director any right to
be granted an Option, a right to a Restricted Stock Award, or any other rights hereunder except as
may be evidenced by an Option Agreement or a Restricted Stock Agreement duly executed on behalf of
the Company, and then only to the extent and on the terms and conditions expressly set forth
therein. The Plan shall be unfunded. The Company shall not be required to





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establish any special or separate fund or to make any other segregation of funds or assets to
assure the performance of its obligations under any Award.



     (c) No Employment/Membership Rights Conferred. Nothing contained in the Plan shall
(i) confer upon any employee or Consultant any right with respect to continuation of employment or
of a consulting or advisory relationship with the Company or any Affiliate or (ii) interfere in any
way with the right of the Company or any Affiliate to terminate his or her employment or consulting
or advisory relationship at any time. Nothing contained in the Plan shall confer upon any Director
any right with respect to continuation of membership on the Board.



     (d) Other Laws; Withholding. The Company shall not be obligated to issue any Common
Stock pursuant to any Award granted under the Plan at any time when the shares covered by such
Award have not been registered under the Securities Act of 1933, as amended, or in respect of which
a prospectus has not been filed in the applicable Canadian provinces, as applicable, and such other
state, provincial and federal laws, rules and regulations as the Company or the Committee deems
applicable and, in the opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules and regulations available for the issuance and sale
of such shares. No fractional shares of Common Stock shall be delivered, nor shall any cash in
lieu of fractional shares be paid. The Company shall have the right to deduct in connection with
all Awards any taxes required by law to be withheld and to require any payments required to enable
it to satisfy its withholding obligations.



     (e) No Restriction on Corporate Action. Nothing contained in the Plan shall be
construed to prevent the Company or any Affiliate from taking any action which is deemed by the
Company or such Affiliate to be appropriate or in its best interest, whether or not such action
would have an adverse effect on the Plan or any Award made under the Plan. No Participant,
beneficiary or other person shall have any claim against the Company or any Affiliate as a result
of any such action.



     (f) Restrictions on Transfer. An Award (other than an Incentive Stock Option, which
shall be subject to the transfer restrictions set forth in Paragraph VII(c)) shall not be
transferable otherwise than (i) by will or the laws of descent and distribution, (ii) pursuant to a
qualified domestic relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with the consent of the
Committee.



     (g) Governing Law. The Plan shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without regard to conflicts of law principles thereof.



Integrated Production Services, Inc.

Stock Incentive Plan





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