Form of Letter Agreement



 Exhibit 10.69 
                         , 2006 
 TO:                         

 SUBJECT: Grant of Performance Units 
 I am
pleased to inform you that the Compensation Committee of the Board of Directors of BJ Services Company (the “Company”) has granted you Performance Units under the Company’s 2000 Incentive Plan (“2000 Plan”) and also Tandem
Cash Tax Rights under Article VII, Section 2 of the 2000 Incentive Plan as follows: 
  

			
	 Grant Date:
	  	
		  	 
		
	 Total Number of Performance
	  	
	 Units Granted:
	  	
		  	 

 By signing below, you agree that the Performance Units and Tax Rights are governed by the terms and conditions
of the Company’s 2000 Plan, including the Terms and Conditions attached hereto, which are incorporated herein by reference. These grants shall be void and of no effect unless you execute and return this Agreement to the undersigned within
ninety (90) days of the date of this letter. The attached copy of this Agreement is for your records. 
  

			
	BJ SERVICES COMPANY
		
	By:	 	 
		 	


  

			
	EMPLOYEE:
	
	 
	[Name]	 	
		
	DATE:	 	 








 BJ SERVICES COMPANY 
 2000 INCENTIVE PLAN 
 TERMS AND CONDITIONS – PERFORMANCE UNIT GRANT 
 WITH TANDEM CASH TAX RIGHTS 
 The
terms and conditions set forth below are hereby incorporated by reference into the attached Grant of Performance Units Agreement (“Agreement”) by and between BJ Services Company (“Company”) and the employee named therein (the
“Employee”). Terms defined in the 2000 Plan are used herein with the same meaning. 
  

	 	1.	The Employee has agreed to perform services for the Company or its subsidiary companies and to accept the grant of Performance Units and Tax Rights in accordance with the terms
and provisions of the 2000 Plan and the Agreement. 

  

	 	2.	Each Performance Unit represents the right to receive from the Company an unrestricted share of Common Stock with respect to each Performance Unit that becomes “earned”
as provided herein. 

  

	 	3.	Attached hereto and made a part of this Agreement for all purposes is Exhibit A, which sets forth the performance goals of the Company (“Performance Goals”) for the
three-year performance period of the Company ending September 30, 2009 (the “Performance Period”). 

  

	 	4.	Subject to the following provisions of this Agreement, the determination of whether Performance Units have been “earned” or forfeited, as the case may be, shall be made
as soon as practical after the end of the Performance Period as provided in Exhibit A. 

  

	 	5.	Except as provided in Section 8 below, in the event of the Employee’s termination of employment (whether voluntary or involuntary) with the Company and its subsidiaries
prior to the end of the Performance Period for any reason other than death, disability or retirement, all Performance Units are hereby automatically cancelled in full. 

  

	 	6.	In the event of the Employee’s termination of employment with the Company and its subsidiaries prior to the end of the Performance Period by reason of death, disability or
retirement, all unearned Performance Units shall be earned and become payable as set forth in Exhibit A hereto. 

  








	 	7.	In the event of a change in the capitalization of the Company due to a stock split, stock dividend, recapitalization, merger, consolidation, combination, or similar event, the
terms of the Agreement, including the number of Performance Units, shall be adjusted by the Board to reflect such change. 

  

	 	8.	Notwithstanding any other provisions of the Plan or this Agreement, if a Change of Control occurs during the Performance Period, then as of the date of such Change of Control
(1) all such Performance Goals shall be deemed to have been met in full and the Performance Period ended and (2) as soon as practicable upon such Change of Control, unrestricted shares of Common Stock equal to the number of Performance
Units shall be distributed to the Employee. 

  

	 	 9.
	 To the extent that the payment by the Company of unrestricted shares of Common Stock to or on behalf of the Employee
in satisfaction of “earned” Performance Units (the “Stock Benefit”) constitutes taxable income to the Employee (or, in the event of the Employee’s death, the Employee’s beneficiary) for federal and, where applicable,
state income tax purposes, the Company shall make a tandem payment in cash to or on behalf of the Employee (the “Tax Bonus”) in an amount such that the “net” benefit received, after paying all applicable federal and state income
taxes, as well as excise or other taxes (assuming, for this purpose, the highest marginal income tax rates for individuals applied) on the Stock Benefit and this Tax Bonus, shall be equal to the Stock Benefit received before any such state or
federal income, excise or other taxes thereon. The Tax Bonus shall be paid at the time that withholding is required with respect to the payment of the earned Performance Units, to the extent payment is necessary to satisfy the withholding obligation
thereon and on the portion of the Tax Bonus then paid, and the remainder of the Tax Bonus shall be paid at such time or times as the Company determines to be appropriate, but not later than the April 15th following the calendar year in which Performance Units become taxable to the Employee. The Company shall have the right to withhold from the Tax Bonus all tax amounts the Company is
obligated under any law to withhold with respect to the payment of the unrestricted shares of Common Stock and the payment of the Tax Bonus. 


  

	 	10.	 Nothing in the Agreement or in the 2000 Plan shall confer any right on the Employee to continue employment with the Company or its subsidiaries nor restrict the
Company or its subsidiaries from 











	 	 
termination of the employment relationship of the Employee at any time. 


  

	 	11.	Notwithstanding any other provision of the Agreement, the Employee agrees that the Company shall not be obligated to make any payments pursuant hereto, if counsel to the Company
determines such payment would violate any law or regulation of any governmental authority or agreement between the Company and any national securities exchange upon which the Common Stock is listed. 

  

	 	12.	In the event of a conflict between the terms of this Agreement and the 2000 Plan, the 2000 Plan shall be the controlling document. 

  







 Exhibit A 
 BJ SERVICES COMPANY 
 TERMS AND CONDITIONS – PERFORMANCE UNIT GRANT 
 PERFORMANCE GOALS 
  

	I.	Average Stock Price Goals 

 Performance Units shall be
earned by the Employee based on the comparison of (i) the percentage change in the Average Price (as defined below) of the Company’s common stock at the end of the Performance Period from the Average Price of the Company’s common
stock at the beginning of the Performance Period to (ii) the percentage change in the Average Price of the common stocks of the Peer Group at the end of the Performance Period from the Average Price of the common stocks of the Peer Group at the
beginning of the Performance Period in accordance with the following. 
  

							
	 	  	Entry	  	EV	  	OA
	 Performance
	  	70% of Peer	  	Average of Peer Group	  	130% of Peer
		  	Group Average	  		  	Group Average
	 % Earned
	  	50%	  	100%	  	133- 1/3%

 For results between Entry, EV and OA, the percentage of Performance Units earned shall be
determined by linear interpolation between the two applicable standards. 
 In the
event the Company’s performance shall be less than 70% of the Peer Group average, the Employee shall earn 33- 1/3% of the Performance Units so long as the Company earns a profit exclusive of asset write downs for each of the three years of the Performance Period subject to a reduction of the Performance Units earned at the sole discretion of
the Company’s Executive Compensation Committee. 
 The “Average Price” of the Company’s common stock and of the
common stocks of the Peer Group at the beginning of the Performance Period shall mean the average of the closing price of each such stock for the last five trading days in September, 2006 and the first five trading days in October, 2006. The
“Average Price” for the end of the Performance Period shall be similarly calculated for the last five trading days in September 2009 and the first five trading days in October, 2009. Dividends paid during the Performance Period, if any,
shall be added to the Average Price of the stock at the end of the Performance Period for purposes of determining the stock’s performance. 
  








	II.	Calculations 

 All determinations and calculations shall be
made by the Committee, whose determinations and calculations shall be final and binding on all persons. 
  

	III.	Peer Group 

 The Peer Group shall consist of the following
companies: 
 Company 
 Baker Hughes Incorporated 
 Halliburton Company 
 Schlumberger N.V. 
 Smith International 
 Weatherford 
 A company shall be removed from the Peer Group for the Performance Period (and shall not be included in any determinations pursuant to Section I and II) if at any time during such period, (i) the common stock of
such company ceases to be publicly traded on an established securities market, (ii) such company is not the surviving entity in any merger, consolidation, or other reorganization (or survives only as a subsidiary of an entity other than a
previously wholly owned subsidiary of such company), (iii) such company sells, leases, or exchanges 85% or more of the gross fair market value (without regard to any liabilities) of its assets to any other person or entity (other than a
previously wholly owned subsidiary of such company), or (iv) such company is dissolved and liquidated. 
  

	IV.	In the event of death, disability or retirement, the employee (or his/her estate) shall continue to be eligible to earn Performance Units as if still employed by the Company.