Exhibit 10.2
Amendment to Nonqualified Stock Option Agreements
(Non-Continuing Directors)
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
May 28, 2008:
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 Third Amended and Restated 2003 Incentive Plan (the
“Plan”); and
WHEREAS, the Company has entered into
that certain Agreement and Plan of Merger (the “Merger
Agreement”) dated April 20, 2008, by and among the
Company, Grey Wolf, Inc. a Texas corporation (“Grey
Wolf”), and Horsepower Holdings, Inc., a Delaware corporation
owned equally by the Company and Grey Wolf
(“Holdings”), pursuant to which the Company and Grey
Wolf will merge with and into Holdings, with Holdings continuing as
the surviving corporation in each merger (such transactions being
referred to as the “Mergers”); and
WHEREAS, in connection with, and
assuming the consummation of, the Mergers, the Optionee will not
continue to serve as a member of the board of directors of Holdings
(a “Non-Continuing Director”); and
WHEREAS, Section 5.17 of the
Merger Agreement provides, and the Compensation Committee of the
board of directors of the Company further determined on
April 20, 2008, that the consummation of the Mergers will
constitute a “Change in Control” or “Change of
Control” of the Company under awards granted under the Plan;
and
WHEREAS, Section 8(d) of the Option
Agreements provides for the exp
