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Exhibit 10.8
KEY
ENERGY SERVICES, INC.
2007 EQUITY AND CASH INCENTIVE PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS
NONQUALIFIED STOCK OPTION AGREEMENT (the " Agreement "), dated as
of (the
" Date of Grant
"), is made by and between Key Energy
Services, Inc., a Maryland corporation (the "
Company "),
and
(the " Participant
").
R E C I T A L
S :
WHEREAS, the
Company has adopted the Key Energy Services, Inc. 2007 Equity
and Cash Incentive Plan (the " Plan "), pursuant to which
options may be granted to purchase shares of the Company's Common
Stock; and
WHEREAS, the
committee of the Board of Directors of the Company responsible for
administering the Plan (the " Committee ") has determined
that it is in the best interests of the Company and its
stockholders to grant to the Participant a Nonstatutory Stock
Option to purchase the number of shares of the Company's Common
Stock set forth herein.
NOW THEREFORE,
for and in consideration of the premises and the covenants of the
parties contained in this Agreement, and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto, for themselves, their successors
and assigns, hereby agree as follows:
1.
Grant of Option.
The Company
hereby grants to the Participant on the Date of Grant an option
(the " Option
") to
purchase shares
of Common Stock (such shares of Common Stock, the "
Option Shares ")
on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan. The Option is not intended to
qualify as an incentive stock option within the meaning of
Section 422 of the Code.
2.
Incorporation by Reference, Etc.
The provisions
of the Plan are hereby incorporated herein by reference. Except as
otherwise expressly set forth herein, this Agreement shall be
construed in accordance with the provisions of the Plan and any
capitalized terms not otherwise defined in this Agreement shall
have the definitions set forth in the Plan. The Committee shall
have final authority to interpret and construe the Plan and this
Agreement and to make any and all determinations under them, and
its decision shall be binding and conclusive upon the Participant
and his legal representative in respect of any questions arising
under the Plan or this Agreement. In the event of any conflict or
inconsistency between the terms of this Agreement and the terms of
the Plan, the terms of the Plan shall govern and
control.
3.
Terms and Conditions.
-
(a)
Vesting . Subject to the Participant's continued
service with the Company and its Affiliates on each applicable
vesting date, the Option shall vest and become exercisable with
respect to
% of the Option Shares on each of the
anniversaries
of the Date of Grant.
(b)
Exercise Price . The price at which the Participant
shall be entitled to purchase the Option Shares upon the exercise
of all or any portion of the Option shall be
$ per
Option Share.
-
(c)
Expiration Date . The Option shall expire at the end of
the period commencing on the Date of Grant and ending at
11:59 p.m. Central Standard Time on the day preceding the
tenth anniversary of the Date of Grant (the " Expiration Date ").
(d)
Exercisability of the Option
. The Option may be exercised
only by written notice in accordance with the option exercise form
approved by the Company, which notice shall either be delivered in
person, by mail or by electronic means and shall be accompanied by
payment therefor.
(e)
Payment of Exercise Price . The exercise price of the Option
Shares shall be paid, to the extent permitted by applicable
statutes and regulations, either (a) in cash or by certified
or bank check at the time the Option is exercised or (b) in
the discretion of the Committee, upon such terms as the Committee
shall approve, the exercise price may be paid: (i) by delivery
to the Company of other Common Stock, duly endorsed for transfer to
the Company, with a Fair Market Value on the date of delivery equal
to the exercise price (or portion thereof) due for the number of
shares being acquired, or by means of attestation whereby the
Participant identifies for delivery specific shares of Common Stock
that have a Fair Market Value on the date of attestation equal to
the exercise price (or portion thereof) and receives a number of
shares of Common Stock equal to the difference between the number
of shares thereby purchased and the number of identified
attestation shares of Common Stock; (ii) a "cashless" exercise
program established with a broker; (iii) by reduction in the
number of shares of Common Stock otherwise deliverable upon
exercise of such Option with a Fair Market Value equal to the
aggregate exercise price at the time of exercise, or (iv) in
any other form of legal consideration that may be acceptable to the
Committee.
(f)
Effect of Termination of Continuous Service on
the Option.
-
(i)
Death . If the Participant's Continuous
Service terminates as a result of the Participant's death, then the
Option may be exercised (to the extent that the Participant was
entitled to exercise the Option as of the date of death) by the
Participant's estate, by a person who acquired the right to
exercise the Option by bequest or inheritance or by a person
designated to exercise the Option upon the Participant's death, but
only within such period of time ending on the earlier of
(a) the date twelve (12) months following the date of
death or (b) the Expiration Date.
(ii)
Disability . If the Participant's Continuous
Service terminates as a result of the Participant's Disability, the
Participant may exercise the Option (to the extent that the
Participant was entitled to exercise the Option as of the date of
termination), but only within such period of time ending on the
earlier of (a) the date twelve (12) months following such
termination or (b) the Expiration Date.
(iii)
Termination For Cause . If the Participant's Continuous
Service terminates for Cause, both the unvested and the vested
portions of the Option shall be forfeited and expire on the date of
such termination.
(iv)
All Other Terminations . Except as is otherwise specifically
provided herein, if the Partici
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