T-3 ENERGY SERVICES, INC. RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.1

T-3 ENERGY SERVICES, INC.
RESTRICTED STOCK AWARD AGREEMENT

     THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into by and between T-3 Energy Services, Inc., a Delaware corporation (the “Company”), and Mr. Gus D. Halas (“Grantee”), effective as of the grant date shown in Appendix A attached hereto pursuant to the T-3 Energy Services, Inc. 2002 Incentive Plan (the “Plan”). The Plan is incorporated by reference herein in its entirety. Capitalized terms not otherwise defined in this Agreement shall have the meaning given such terms as defined in the Plan.

     WHEREAS, Grantee is an employee of the Company and in connection with such employment, the Committee on behalf of the Company has authorized a grant to Grantee a number of restricted shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), in the amount indicated on Appendix A and which is pursuant to and shall be subject to the terms and conditions of this Agreement and the Plan, with a view to increasing Grantee’s interest in the Company’s welfare and growth; and

     WHEREAS, Grantee desires to receive shares of the Common Stock as Restricted Stock pursuant to this Agreement in connection with his employment.

     NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

      1.  Grant of Common Stock .

     Subject to the restrictions, forfeiture provisions and other terms and conditions set forth herein (a) the Company hereby grants to Grantee the number of shares of Common Stock (“Restricted Shares”) as set out in Appendix A hereto, and (b) subject to the terms hereof, Grantee shall have and may exercise rights and privileges of ownership of such Restricted Shares, including, without limitation, the voting rights of such shares and the right to receive dividends declared in respect thereof. This Agreement and the grant of Restricted Shares are subject to administration by and the rules and procedures established by the Committee under the Plan.

      2.  Transfer Restrictions; Vesting .

     Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Restricted Shares prior to their vesting in accordance with the Vesting Dates set out in Appendix A. Further, even after such Restricted Shares become vested, such vested Restricted Shares may not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws or other applicable law, rules of any exchange on which the Company’s securities are traded or listed, or Company rules or policies as determined by Company in its sole discretion. Restricted Shares shall vest as of each of the Vesting Dates set out in Appendix A

provided that Grantee remains employed with the Company through the Vesting Date, except as may otherwise be provided herein.

      3.  Vesting in Certain Circumstances . Notwithstanding the provisions in Section 2, on the date immediately preceding the date of a change in control (as defined in Grantee’s employment agreement with the Company (the “Employment Agreement”), or (b) upon a termination of Grantee’s employment by the Company pursuant to Section 9 of the Employment Agreement, the Restricted Shares shall be 100% vested.

      4.  Forfeiture .

      (a) Termination of Service. If Grantee’s employment with the Company is terminated by the Company for cause (as defined in the Employment Agreement) or upon Grantee’s voluntary retirement or resignation (but specifically excluding any termination resulting from Grantee’s death or disability) then Grantee shall immediately forfeit all Restricted Shares which are unvested unless the Committee, in its sole discretion, determines that any or all of such unvested Restricted Shares shall not be so forfeited.

      (b) Forfeited Shares . Any Restricted Shares forfeited under this Section 4 shall automatically revert to the Company and become canceled and such shares shall be again subject to the Plan. Any certificate(s) representing Restricted Shares which include forfeited shares shall only represent that number of Restricted Shares which have not been forfeited hereunder. Upon the Company’s request, Grantee agrees for himself and any other holder(s) to tender to the Company any certificate(s) representing Restricted Shares which include forfeited shares for a new certificate representing the unforfeited number of Restricted Shares.

      5.  Issuance of Certificate .

      (a)  The Company shall cause to be issued a stock certificate, registered in the name of the Grantee, evidencing the Restricted Shares upon receipt of a stock power duly endorsed in blank with respect to such shares. Each such stock certificate shall bear the following legend: