Exhibit 10.2







Exhibit 10.2




Munawar H. Hidayatallah

c/o Allis-Chalmers Energy Inc.

5075 Westheimer, Suite 890

Houston, Texas 77056




March 9, 2009



Allis-Chalmers Energy Inc.


5075 Westheimer, Suite 890


Houston, TX 77056


Attention: Management of Allis-Chalmers Energy Inc.



Re: Waiver of 2009 Bonus



To the Management of Allis-Chalmers Energy Inc.:



Reference is made to that certain Employment Agreement dated effective as of April 1, 2007, as amended, between
Allis-Chalmers Energy Inc. (the “Company”) and Munawar H. Hidayatallah (the “Employment Agreement”). Capitalized terms
used, but not otherwise defined, in this letter agreement, shall have the meanings ascribed to such terms in my
Employment Agreement.



Section 5(b) of my Employment Agreement provides, in relevant part:



(i) Executive shall be eligible to receive an annual bonus equal to 100% of Executive’s salary if the Company’s
Compensation Committee determines that the Company has met the performance goals established by the Compensation
Committee. Such performance goals shall be established no later than ninety days after the first day of the
performance year (provided that the outcome is substantially uncertain at the time the criteria are
established). The annual bonus (other than a bonus for the final year of the term of this Agreement) shall be
subject to Executive’s continued employment on the date of payment (other than by reason of death or
Disability), and shall be paid as soon as practicable after the Compensation Committee determines that the
performance goals were satisfied but in no event later than two-and-one-half months following the applicable
performance year. Such bonus shall be paid in cash or, at the option of Executive, made by written election
filed by Executive with the Company Secretary by the last day of the performance year in shares of the Company’s
Common Stock (for such purpose the shares shall be valued at “Fair Market Value” (as defined in the Incentive
Plan) at the payment date).



(ii) In addition, Executive shall be entitled to receive such other incentive bonuses as may be provided in
management incentive bonus plans adopted from time to time by Company.


 


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By this letter, I hereby waive my right to any bonus described in Section 5(b) of my Employment Agreement for
calendar year 2009.



The waiver provided here is for any bonus due to me under my Employment Agreement for the calendar year 2009 only
and does not constitute a waiver of any other compensation for which I am eligible under my Employment Agreement,
including any benefits or awards pursuant to any benefit plan of the Company.



This waiver shall be governed by the laws of the State of Texas without reference to its conflicts of law
principles. This waiver may be executed by facsimile or email transmission and in one or more counterparts, each of
which shall constitute an original and which, together, shall constitute on instrument.



Sincerely,



/s/ Munawar H. Hidayatallah

Munawar H. Hidayatallah



Accepted and Agreed:



Allis-Chalmers Energy Inc.



/s/ Theodore F. Pound III

Theodore F. Pound III

General Counsel and Secretary



 


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Victor M. Perez

c/o Allis-Chalmers Energy Inc.

5075 Westheimer, Suite 890

Houston, TX 77056




March 9, 2009



Allis-Chalmers Energy Inc.


5075 Westheimer, Suite 890


Houston, TX 77056


Attention: Management of Allis-Chalmers Energy Inc.



Re: Waiver of 2009 Bonus



To the Management of Allis-Chalmers Energy Inc.:



Reference is made to that certain Employment Agreement dated effective as of April 3, 2007 between Allis-Chalmers
Energy Inc. (the “Company”) and Victor M. Perez (the “Employment Agreement”). Capitalized terms used, but not otherwise
defined, in this letter agreement, shall have the meanings ascribed to such terms in my Employment Agreement.



Section 5(b) of my Employment Agreement provides, in relevant part:



Executive shall be entitled to receive a bonus equal to a maximum of 50% of his Salary based upon the
achievement of goals set forth in Schedule A attached hereto (which shall be amended each year in the discretion
of the Company). Such bonus shall be paid annually within 30 days after the completion of the Company’s audited
financial statements for each year. Executive shall also be eligible to receive from Company such annual
management incentive bonuses as may be provided in management incentive bonus plans adopted from time to time by
Company.



By this letter, I hereby waive my right to any bonus described in Section 5(b) of my Employment Agreement for
calendar year 2009.



The waiver provided here is for any bonus due to me under my Employment Agreement for the calendar year 2009 only
and does not constitute a waiver of (a) any increase to my Salary for calendar year 2009 or any subsequent years that
my Employment Agreement is in effect or (b) any other compensation for which I am eligible under my Employment
Agreement, including any benefits or awards pursuant to any benefit plan of the Company.


 


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This waiver shall be governed by the laws of the State of Texas without reference to its conflicts of law
principles. This waiver may be executed by facsimile or email transmission and in one or more counterparts, each of
which shall constitute an original and which, together, shall constitute on instrument.



Sincerely,



/s/ Victor M. Perez


Victor M. Perez



Accepted and Agreed:



Allis-Chalmers Energy Inc.



/s/ Theodore F. Pound III

Theodore F. Pound III

General Counsel and Secretary



 


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Theodore F. Pound III

c/o Allis-Chalmers Energy Inc.

5075 Westheimer, Suite 890

Houston, TX 77056




March 9, 2009



Allis-Chalmers Energy Inc.


5075 Westheimer, Suite 890


Houston, TX 77056


Attention: Management of Allis-Chalmers Energy Inc.



Re: Waiver of 2009 Bonus



To the Management of Allis-Chalmers Energy Inc.:



Reference is made to that certain Employment Agreement dated effective as of December 3, 2007, between
Allis-Chalmers Energy Inc. (the “Company”) and Theodore F. Pound III (the “Employment Agreement”). Capitalized terms
used, but not otherwise defined, in this letter agreement, shall have the meanings ascribed to such terms in my
Employment Agreement.



Section 5(b) of my Employment Agreement provides, in relevant part:



Executive shall be entitled to receive a cash bonus equal to 50% of his Salary on an annual basis. Such bonus
shall be paid annually within 30 days after the completion of the Company’s audited financial statements for
each year. Executive shall also be eligible to receive from Company such additional annual management incentive
bonuses as may be provided in management incentive bonus plans adopted from time to time by Company.



By this letter, I hereby waive my right to any bonus described in Section 5(b) of my Employment Agreement for
calendar year 2009.



The waiver provided here is for any bonus due to me under my Employment Agreement for the calendar year 2009 only
and does not constitute a waiver of (a) any increase to my Salary for calendar year 2009 or any subsequent years that
my Employment Agreement is in effect or (b) any other compensation for which I am eligible under my Employment
Agreement, including any benefits or awards pursuant to any benefit plan of the Company.


 


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This waiver shall be governed by the laws of the State of Texas without reference to its conflicts of law
principles. This waiver may be executed by facsimile or email transmission and in one or more counterparts, each of
which shall constitute an original and which, together, shall constitute on instrument.



Sincerely,



/s/ Theodore F. Pound III


Theodore F. Pound III



Accepted and Agreed:



Allis-Chalmers Energy Inc.



/s/ Munawar H. Hidayatallah

Munawar H. Hidayatallah

Chairman and Chief Executive Officer



 


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David Bryan

c/o Strata Directional Technology LLC

911 Regional Park Drive

Houston, Texas 77060




March 9, 2009



Allis-Chalmers Energy Inc.


5075 Westheimer, Suite 890


Houston, TX 77056


Attention: Management of Allis-Chalmers Energy Inc.



Re: Waiver of 2009 Bonus



To the Management of Allis-Chalmers Energy Inc. (“Allis-Chalmers”):



Reference is made to that certain Employment Agreement dated effective as of July 1, 2007, as amended, between
Strata Directional Technology LLC (fka Strata Directional Technology, Inc.) (the “Company”) and David Bryan (the
“Employment Agreement”). Capitalized terms used, but not otherwise defined, in this letter agreement, shall have the
meanings ascribed to such terms in my Employment Agreement.



Section 5(b) of my Employment Agreement provides, in relevant part:



Executive shall be entitled to receive a bonus equal to a maximum of 100% of his salary if the Company achieves
its budgeted EBITDA goals as determined by the Chief Executive Officer of Allis-Chalmers and the Compensation
Committee of the Board of Directors. Such bonus shall be paid annually within 30 days following Allis-Chalmer’s
release of its audited financial statements for each fiscal year during the term hereof. Executive shall also
be eligible to receive from Company such other annual management incentive bonuses as may be provided in
management incentive bonus plans adopted from time to time by Company.



By this letter, I hereby waive my right to any bonus described in Section 5(b) of my Employment Agreement for
fiscal year 2009 to be paid calendar year 2010.



The waiver provided here is for any bonus due to me under my Employment Agreement for the fiscal year 2009 only
and does not constitute a waiver of (a) any increase to my Salary for fiscal year 2009 or any subsequent years that my
Employment Agreement is in effect or (b) any other compensation for which I am eligible under my Employment Agreement,
including any benefits or awards pursuant to any benefit plan of Allis-Chalmers.


 


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This waiver shall be governed by the laws of the State of Texas without reference to its conflicts of law
principles. This waiver may be executed by facsimile or email transmission and in one or more counterparts, each of
which shall constitute an original and which, together, shall constitute on instrument.



Sincerely,




/s/ David Bryan                                                   


David Bryan



Accepted and Agreed:



Allis-Chalmers Energy Inc.



/s/ Theodore F. Pound III                                   


Theodore F. Pound III


Vice President and Secretary



Strata Directional Technology LLC



/s/
Theodore F. Pound III                                   


Theodore F. Pound III


Vice President and Secretary


 


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Terrence P. Keane

c/o Allis-Chalmers Energy Inc.

5075 Westheimer, Suite 890

Houston, TX 77056




March 9, 2009



Allis-Chalmers Energy Inc.


5075 Westheimer, Suite 890


Houston, TX 77056


Attention: Management of Allis-Chalmers Energy Inc.



Re: Waiver of 2009 Bonus



To the Management of Allis-Chalmers Energy Inc. (“Allis-Chalmers”):



Reference is made to that certain Employment Agreement dated effective as of July 1, 2007, as amended, between
AirComp LLC (the “Company”) and Terrence P. Keane (the “Employment Agreement”). Capitalized terms used, but not
otherwise defined, in this letter agreement, shall have the meanings ascribed to such terms in my Employment Agreement.



Section 5(b) of my Employment Agreement provides, in relevant part:



Executive shall be entitled to receive a bonus equal to (i) 50% of his annual base salary if the Company
achieves its budgeted EBITDA goals for the six month period between January 1, 2008 through June 30, 2008, and
(ii) 50% of his annual base salary if the Oilfield Services segment of Allis-Chalmers achieves its budgeted
EBITDA goals for the six month period between July 1, 2008 though December 31, 2008. For fiscal years 2009 and
2010, Executive shall be entitled to a bonus equal to 100% of his annual base salary if the Oilfield Services
segment of Allis-Chalmers meets its budgeted EBITDA goals established for those years. All EBITDA goals shall
be as established by the Chief Executive Officer and Compensation Committee of Allis-Chalmers. Such bonus shall
be paid annually within 30 days following Allis-Chalmers’ release of its audited financial statements for each
fiscal year during the term hereof. Executive shall also be eligible to receive from Allis-Chalmers such other
annual management incentive bonuses as may be provided in management incentive bonus plans adopted from time to
time by Allis-Chalmers.



By this letter, I hereby waive my right to any bonus described in Section 5(b) of my Employment Agreement for
calendar year 2009.


 


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The waiver provided here is for any bonus due to me under my Employment Agreement for the calendar year 2009 only
and does not constitute a waiver of (a) any increase to my Salary for calendar year 2009 or any subsequent years that
my Employment Agreement is in effect or (b) any other compensation for which I am eligible under my Employment
Agreement, including any benefits or awards pursuant to any benefit plan of the Company.



This waiver shall be governed by the laws of the State of Texas without reference to its conflicts of law
principles. This waiver may be executed by facsimile or email transmission and in one or more counterparts, each of
which shall constitute an original and which, together, shall constitute on instrument.



Sincerely,



/s/ Terrence P. Keane

Terrence P. Keane



Accepted and Agreed:



Allis-Chalmers Energy Inc.



/s/ Munawar H. Hidayatallah

Munawar H. Hidayatallah

Chairman and Chief Executive Officer




AirComp LLC



/s/ Theodore F. Pound III

Theodore F. Pound III

Vice President and Secretary



 


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Mark Patterson

c/o Allis-Chalmers Energy Inc.

5075 Westheimer, Suite 890

Houston, Texas 77056




March 9, 2009



Allis-Chalmers Energy Inc.


5075 Westheimer, Suite 890


Houston, TX 77056


Attention: Management of Allis-Chalmers Energy Inc.



Re: Waiver of 2009 Bonus



To the Management of Allis-Chalmers Energy Inc.:



Reference is made to that certain Employment Agreement dated effective as of January 1, 2008 between
Allis-Chalmers Energy Inc. (the “Company”) and Mark Patterson (the “Employment Agreement”). Capitalized terms used, but
not otherwise defined, in this letter agreement, shall have the meanings ascribed to such terms in my Employment
Agreement.



Section 5(b) of my Employment Agreement provides, in relevant part:



Executive shall be entitled to receive a bonus in an amount up to 100% of his Salary on an annual basis upon
meeting the budgeted EBITDA goals as determined by the Chief Executive Officer of the Company and the
Compensation Committee. Such bonus shall be paid annually within 30 days after the completion of the Company’s
audited financial statements for each year. Executive shall also be eligible to receive from Company such
additional annual management incentive bonuses as may be provided in management incentive bonus plans adopted
from time to time by Company.



By this letter, I hereby waive my right to any bonus described in Section 5(b) of my Employment Agreement for
calendar year 2009.



The waiver provided here is for any bonus due to me under my Employment Agreement for the calendar year 2009 only
and does not constitute a waiver of (a) any increase to my Salary for calendar year 2009 or any subsequent years that
my Employment Agreement is in effect or (b) any other compensation for which I am eligible under my Employment
Agreement, including any benefits or awards pursuant to any benefit plan of Allis-Chalmers.


 


11









 





This waiver shall be governed by the laws of the State of Texas without reference to its conflicts of law
principles. This waiver may be executed by facsimile or email transmission and in one or more counterparts, each of
which shall constitute an original and which, together, shall constitute on instrument.



Sincerely,



/s/ Mark Patterson

Mark Patterson



Accepted and Agreed:



Allis-Chalmers Energy Inc.



/s/ Theodore F. Pound III

Theodore F. Pound III

Vice President and Secretary




 


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