BASIC ENERGY SERVICES INC (Form: 8-K, Received: 05/16/2019 16:50:12)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2019

Basic Energy Services, Inc.

(Exact name of registrant as specified in its charter)




Delaware	1-32693		54-2091194
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

801 Cherry Street, Suite 2100
Fort Worth, Texas		76102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 334-4100

Not Applicable

(Former name or former address, if changed since last report.)

________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BAS	New York Stock Exchange

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of the Company’s 2019 Long Term Incentive Plan

On May 14, 2019, at the 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) of Basic Energy Services, Inc. (the “Company”), the Company’s stockholders (the “Stockholders”) approved the Company’s 2019 Long Term Incentive Plan (the “LTIP”). Upon approval by the Stockholders at the 2019 Annual Meeting, the LTIP became effective and replaced the Basic Energy Services, Inc. Management Incentive Plan, effective as of December 23, 2016 (the “MIP”).

The LTIP will be administered by the Compensation Committee (the “Committee”) of the Company’s board of directors (the “Board”), except to the extent the Board elects to administer the LTIP. The types of awards that may be granted under the LTIP include stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units, stock awards, dividend equivalents and other stock-based awards and cash award. Subject to adjustments provided for in the LTIP, the total number of shares of the Company’s common stock available for grant of awards under the LTIP is 681,657, which is the number of authorized shares of common stock remaining available for grant of awards under the MIP as of May 14, 2019. Unless terminated sooner, the LTIP will remain in effect until May 14, 2029.

For a summary of the material terms and conditions of the LTIP, please see the description of the LTIP as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 4, 2019 (the “Proxy Statement”), as supplemented by Supplement No. 1 to the Proxy Statement, filed with the SEC on April 12, 2019 (“Supplement No. 1”) and Supplement No. 2 to the Proxy Statement, filed with the SEC on May 6, 2019 (“Supplement No. 2”). The above description of the LTIP does not purport to be complete and is qualified in its entirety by reference to the LTIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

LTIP Award Agreements

In connection with the adoption of the LTIP, on May 14, 2019, the Committee approved the Form of Restricted Stock Award Agreement, the Form of Performance-Based Phantom Share Award Agreement and the Form of Time-Based Phantom Share Award Agreement for the issuance of awards to the employees, officers or consultants of Company and its affiliates under the LTIP (collectively, the “LTIP Award Agreements”). Copies of the LTIP Award Agreements are filed as Exhibits 10.3, 10.4, and 10.5 to this Current Report on Form 8-K and incorporated herein by reference.

The Form of Restricted Stock Award Agreement provides that the time-based RSAs shall vest in one-third increments over three years, with the first one-third of such shares vesting on the first anniversary of their respective grant dates. Within two years of the occurrence of a Change in Control, if the participant’s employment is terminated by the Company without Cause or by participant for Good Reason, the award shall vest in full.

The Form of Performance-Based Phantom Share Award Agreement provides that the cash-settled performance-based phantom shares shall vest 50% at the end of the applicable two-year performance period, and 50% on the first anniversary of the end of the performance period, subject to satisfaction of certain performance criteria. Performance-based phantom shares may be earned up to 150% of target and are subject to a maximum settlement amount of $9.00 per phantom share. Within two years of the occurrence of a Change in Control, if the participant’s employment is terminated by the Company without Cause or by participant for Good Reason following the completion of the Performance Period, any unvested earned award shall vest in full. Within two years of the occurrence of a Change in Control, if the participant’s employment is terminated by the Company without Cause or by participant for Good Reason prior to the completion of the Performance Period, the award shall be earned at target and such earned award shall vest in full.

The Form of Time-Based Phantom Share Award Agreement provides that the cash-settled time-based phantom shares shall vest in one-third increments over three years, with the first one-third of such shares vesting on the first anniversary of their respective grant dates. Time-based phantom shares are subject to a maximum settlement amount of $9.00 per phantom share. Within two years of the occurrence of a Change in Control, if the participant’s employment is terminated by the Company without Cause or by participant for Good Reason, the award shall vest in full.

Capitalized terms used but not defined in this section shall have the meanings given to them in the respective LTIP Award Agreements.

The description of each of the LTIP Award Agreements in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the form of LTIP Award Agreements, which are filed as Exhibits 10.3, 10.4 and 10.5 to this Current Report on Form 8-K and are incorporated herein by reference.

LTIP Restricted Stock Awards

On May 15, 2019, the Company granted awards in an aggregate amount of 524,160 restricted shares of common stock of the Company in the form of time-based RSAs vesting in one-third increments over three years, with the first one-third of such shares to vest on the first anniversary of their respective grant dates, subject to the terms and conditions of the LTIP and the Form of Restricted Stock Award Agreement.

The number of RSAs granted to each of our named executive officers is set forth below.



Name and Position	Number of Restricted Shares
T. M. “Roe” Patterson, President, Chief Executive Officer and Director	115,905
David S. Schorlemer, Senior Vice President, Chief Financial Officer, Treasurer and Secretary	39,912
James F. Newman, Senior Vice President - Region Operations	41,667
William T. Dame, Vice President - Pumping Services	25,692

The foregoing summary of the RSAs does not purport to be complete and is qualified in its entirety by reference to the full text of the LTIP and the Form of Restricted Stock Award Agreement, copies of which are filed as Exhibits 10.1 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

LTIP Phantom Share Awards

On May 15, 2019, the Company granted awards in an aggregate amount of (i) 1,048,320 cash-settled performance-based phantom shares vesting 50% at the end of the applicable two-year performance period, and 50% on the first anniversary of the end of the performance period, subject to satisfaction of certain performance criteria subject to the terms and conditions of the LTIP and the Form of Performance-Based Phantom Share Award Agreement and (ii) 524,160 cash-settled time-based phantom shares vesting in one-third increments over three years, with the first one-third of such shares to vest on the first anniversary of their respective grant dates, subject to the terms and conditions of the LTIP and the Form of Time-Based Phantom Share Award Agreement.

The number of phantom shares granted to each of our named executive officers is set forth below.



Name and Position	Target Number of Performance-Based Phantom Shares	Number of Time-Based Phantom Shares
T. M. “Roe” Patterson, President, Chief Executive Officer and Director	231,810	115,905
David S. Schorlemer, Senior Vice President, Chief Financial Officer, Treasurer and Secretary	79,824	39,912
James F. Newman, Senior Vice President - Region Operations	83,334	41,667
William T. Dame, Vice President - Pumping Services	51,384	25,692

The foregoing summary of the phantom share awards does not purport to be complete and is qualified in its entirety by reference to the full text of the LTIP and the Form of Performance-Based Phantom Share Award Agreement or the Form of Time-Based Phantom Share Award Agreement, as applicable, copies of which are filed as Exhibits 10.1, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Approval of the First Amendment to Company’s Non-Employee Director Incentive Plan

On May 14, 2019, at the 2019 Annual Meeting, the Stockholders also approved the First Amendment (the “Amendment”) to the Company’s Non-Employee Director Incentive Plan (the “Plan”), which increased the number of shares available for grant of awards under the Plan by 200,000 additional shares. Upon approval by the Stockholders at the 2019 Annual Meeting, the Amendment became effective.

For a summary of the material terms and conditions of the Amendment, please see the description of the Amendment set forth in the Proxy Statement, as supplemented by Supplement No. 1 and Supplement No. 2. The above description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Plan Award Agreements

In connection with the adoption of the Amendment, on May 14, 2019, the Board approved the Form of Non-Employee Director Time-Based Restricted Stock Unit Award Agreement for issuance of awards under the Plan, as amended. Grants of awards under the Plan will also continue to be made pursuant to the Form of Non-Employee Director Restricted Stock Award Agreement, previously approved by the Company. Copies of the Form of Non-Employee Director Time-Based Restricted Stock Unit Award Agreement and the Form of Non-Employee Director Restricted Stock Award Agreement are filed as Exhibit 10.6 to this Current Report on Form 8-K and Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on July 31, 2017, respectively, and are incorporated herein by reference.

The Form of Non-Employee Director Time-Based Restricted Stock Unit Award Agreement provides that the time-based restricted stock units (“RSUs”) shall vest on the first anniversary of their respective grant dates. Immediately prior to consummation of a Change of Control, the RSUs shall vest in full.

Capitalized terms used but not defined in this section shall have the meanings given to them in the Form of Non-Employee Director Time-Based Restricted Stock Unit Award Agreement.

The description of the Form of Non-Employee Director Time-Based Restricted Stock Unit Award Agreement in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Form of Non-Employee Director Time-Based Restricted Stock Unit Award Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.

Plan Awards

On May 15, 2019, the Company granted awards of an aggregate of 120,000 time-based RSAs, vesting on the first anniversary of their respective grant dates, subject to the terms and conditions of the Plan, as amended, and the Form of Non-Employee Director Restricted Stock Award Agreement and 54,000 time-based RSUs, vesting on the first anniversary of their respective grant dates, subject to the terms and conditions of the Plan, as amended, and the Form of Non-Employee Director Time-Based Restricted Stock Unit Award Agreement.

The number of time-based RSAs and RSUs granted to each of the Company’s directors is set forth below.



Non-Employee Director	Number of Restricted Shares	Number of Restricted Stock Units
Tim Day, Chairman	20,000	15,500
James Kern	20,000	7,700
John Jackson	20,000	7,700
Sam Langford	20,000	7,700
Julio Quintana	20,000	7,700
Anthony DiNello	20,000	7,700

The foregoing summary of the grants of the time-based RSAs and RSUs to the Company’s non-employee directors does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, as amended, and the Form of Non-Employee Director Restricted Stock Award Agreement or the Form of Non-Employee Director Time-Based Restricted Stock Unit Award Agreement, as applicable, copies of which are filed as Exhibit 10.2 to this Current Report on Form 8-K, Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on July 31, 2017, and Exhibit 10.6 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 14, 2019, the Company held its 2019 Annual Meeting at The Fort Worth Club, located at 306 W. 7th Street, Fort Worth, Texas 76102. Stockholders representing 22,818,425, or approximately 85%, of the shares of the common stock of the Company, outstanding and entitled to vote as of the record date, March 21, 2019, were represented at the 2019 Annual Meeting either in person or by proxy.

The matters proposed to the Stockholders for a vote were: (i) the election of two Class III directors to serve a three-year term; (ii) the approval of the LTIP; (iii) the approval of the Amendment; (iv) the approval, on a non-binding advisory basis, of the Company’s named executive officer compensation; and (v) the ratification of KPMG LLP as the Company’s independent auditor.

The final voting results of the 2019 Annual Meeting are set forth below.

Proposal One

Each of the director nominees was elected to the Board to serve as a Class III director until the 2022 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified. The results of the vote with respect to their respective elections were as follows:



Nominees	Votes For	Votes Withheld	Broker Non-Votes
James D. Kern	13,855,967	6,589,321	2,373,137
Samuel E. Langford	13,555,833	6,889,455	2,373,137

Proposal Two

The proposal to approve the LTIP was approved by the following vote:



Votes For	Votes Against	Abstentions	Broker Non-Votes
15,433,726	5,007,740	3,822	2,373,137

Proposal Three

The proposal to approve the Amendment was approved by the following vote:



Votes For	Votes Against	Abstentions	Broker Non-Votes
18,870,527	1,570,887	3,874	2,373,137

Proposal Four

The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved by the following vote:



Votes For	Votes Against	Abstentions	Broker Non-Votes
14,402,293	5,731,087	311,908	2,373,137

Proposal Five

The proposal to ratify the Company’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved by the following vote:



Votes For	Votes Against	Abstentions
22,149,188	668,610	627

No other business properly came before the 2019 Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:





(d)	Exhibits.

10.1		Basic Energy Services, Inc. 2019 Long Term Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (SEC File No. 333-231521) filed on May 15, 2019).
10.2		First Amendment to the Basic Energy Services, Inc. Non-Employee Director Incentive Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 (SEC File No. 333-231519) filed on May 15, 2019).
10.3		Form of Restricted Stock Award Agreement (LTIP).
10.4		Form of Performance-Based Phantom Share Award Agreement (LTIP).
10.5		Form of Time-Based Phantom Share Award Agreement (LTIP).
10.6		Form of Non-Employee Director Time-Based Restricted Stock Unit Award Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Basic Energy Services, Inc.

Date: May 16, 2019 By: /s/ David S. Schorlemer

Name: David S. Schorlemer

Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Exhibit 10.3

BASIC ENERGY SERVICES, INC.

2019 LONG TERM INCENTIVE PLAN

FORM OF RESTRICTED STOCK AWARD AGREEMENT

(Time Vesting)



Grant Date:	______________________ (the “ Grant Date ”)
Name of Grantee:	_________________ (the “ Grantee ” or “ you ”)
Number of Restricted Shares subject to Award:	_________________ (the“ Restricted Shares ”)

This Restricted Stock Award Agreement (Time Vesting) (“ Agreement ”) is made and entered into as of the Grant Date by and between Basic Energy Services, Inc., a Delaware corporation (the “ Company ”), and you.

WHEREAS , the Company adopted the Basic Energy Services, Inc., 2019 Long Term Incentive Plan (as amended from time to time, the “ Plan ”), under which the Company is authorized to grant equity-based awards to certain employees and service providers of the Company;

WHEREAS , the Company, in order to induce you to enter into and to continue and dedicate service to the Company and to materially contribute to the success of the Company, agrees to grant you this award of Restricted Stock;

WHEREAS , you acknowledge that a copy of the Plan has been furnished to you and shall be deemed a part of this Agreement as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and

WHEREAS , you desire to accept the award of Restricted Stock granted pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1. The Grant . Subject to the conditions set forth below, the Company hereby grants you, effective as of the Grant Date, as a matter of separate inducement and not in lieu of any salary or other compensation for your services to the Company, an award of Restricted Stock (the “ Award ”) consisting of the number of Restricted Shares set forth above in accordance with the terms and conditions set forth herein and in the Plan.

2. Escrow of Restricted Shares . The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in your name a certificate or certificates representing the Restricted Shares and retain such certificate(s) until the restrictions on such Restricted Shares expire as described in Section 5 or 6 of this Agreement or the Restricted Shares are forfeited as described in Section 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement. Notwithstanding the foregoing, at the option of the Company, the Restricted Shares issuable in the form of a stock certificate may instead be issued in book-entry form.

3. Ownership of Restricted Shares . From and after the time the Restricted Shares are issued in your name, you will be entitled to all the rights of absolute ownership of the Restricted Shares, including

the right to vote such shares and to receive dividends thereon if, as, and when declared by the Board, subject, however, to the terms, conditions and restrictions set forth in this Agreement; provided, however, that the Company will retain custody of all dividends and distributions, if any (“ Retained Distributions ”), made or declared on the Restricted Shares (and such Retained Distributions shall be subject to forfeiture and the same restrictions, terms, vesting and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account. As soon as practicable, but no event later than sixty (60) days, following the lapse of the Forfeiture Restrictions (defined below) on such Restricted Shares, any Retained Distributions shall be delivered to the Grantee or to the Grantee’s legal guardian or representative, as applicable.

4. Restrictions; Forfeiture . The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in Section 5 or 6 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “ Forfeiture Restrictions ”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 5 or Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

5. Expiration of Restrictions and Risk of Forfeiture . The restrictions on the Restricted Shares described in Section 4 of this Agreement will expire and the Restricted Shares will become transferable and nonforfeitable, provided that, subject to Section 6, you remain in the employ of, or a service provider to, the Company or its Affiliates until the applicable dates set forth in the following schedule:



Number of Restricted Shares that Vest	Vesting Date

6. Termination of Employment or Services, Forfeiture and Change in Control .

(a) Termination Without Cause or for Good Reason . If your employment or service relationship with the Company or its Affiliates is terminated by the Company or its Affiliates without Cause, by you for Good Reason (as defined below) or as a result of your death or Disability (as defined below), in any event, following the one-year anniversary of the Grant Date but prior to the final Vesting Date, then all Forfeiture Restrictions will lapse upon the date of such termination with respect to the Restricted Shares for which the restrictions lapse on the next Vesting Date.

(b) Forfeiture . If your employment or service relationship with the Company or any of its Affiliates is terminated for any reason, then those Restricted Shares for which the restrictions have not lapsed as of the date of termination shall become null and void and those Restricted Shares shall be forfeited to the Company. Except as set forth in Section 6(c) below, the Restricted Shares for which the restrictions have lapsed as of the date of such termination shall not be forfeited to the Company.

(c) Termination for Cause . If your employment or service relationship with the Company or its Affiliates is terminated by the Company or its Affiliates for Cause, then all Restricted Shares, irrespective

of whether the Forfeiture Restrictions have lapsed, shall become null and void and the Restricted Shares shall be forfeited to the Company as of the date of such termination for no consideration.

(d) Change in Control . Subject to Section 8(e) of the Plan, if your employment or service relationship with the Company or its Affiliates is terminated within two (2) years following a Change in Control by the Company or its Affiliates without Cause or by you for Good Reason (as defined in Section 8(e) of the Plan), then all Forfeiture Restrictions will lapse with respect to 100% of the Restricted Shares upon the date of such termination.

(e) Effect of Other Agreements . Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 6 and any employment, severance or change in control agreement between you and the Company or a similar plan or arrangement sponsored or maintained by the Company in which you participate, the terms of Section 6 shall control.

(f) Definitions . For purposes of Section 6(a) this Agreement, the following terms shall be defined as below:

(i) “ Disability ” shall mean you are unable to perform the essential functions of your position, after accounting for reasonable accommodation (if applicable and required by law), due to an illness or physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of ninety (90) days, whether or not consecutive.

(ii) “ Good Reason ” shall include: (i) a material reduction in your base salary or annual bonus opportunity; (ii) the relocation of the geographic location of your principal place of employment to a location more than fifty (50) miles from your principal place of employment at the time of the proposed relocation (excluding reasonably required business travel in connection with the performance of your duties); or (iii) a material diminution in your position, authority, duties or responsibilities. Notwithstanding the foregoing, any assertion by you of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition giving rise to your termination of employment must have arisen without your consent, (B) you must provide written notice to the Board of the existence of such condition(s) within ninety (90) days of the initial existence of such condition(s), (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice, and (D) the date of your termination of employment must occur within ninety (90) days following the Board’s receipt of such notice.

7. Leave of Absence . With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Restricted Shares during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

8. Delivery of Stock . Promptly following the expiration of the restrictions on the Restricted Shares pursuant to Section 5 or 6 of this Agreement, the Company shall cause to be issued and delivered to you or your designee a certificate or other evidence of the number of Restricted Shares as to which restrictions have lapsed (i.e., shares of Stock), free of any restrictive legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be due pursuant to Section 9. The value of such shares of Stock shall not bear any interest owing to the passage of time.

9. Payment of Taxes .

(a) The Company may require you to pay to the Company (or the Company’s Affiliate if you are an employee of an Affiliate of the Company), an amount the Company deems necessary to satisfy its (or its Affiliate’s) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, you may (a) direct the

Company to withhold from the shares of Stock to be issued to you under this Agreement the number of shares necessary to satisfy the Company’s obligation to withhold taxes, which determination will be based on the shares’ Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company’s tax withholding obligations, based on the shares’ Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). In the event the Company determines that the aggregate Fair Market Value of the shares of Stock withheld or surrendered as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request.

(b) None of the Company, the Board or the Committee has made any warranty or representation to you with respect to the income tax consequences of the grant or vesting of the Award or the transactions contemplated by this Agreement, and you represent that you are in no manner relying on such entities or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. You represent that you have consulted with, or have had the opportunity to consult with, any tax consultants that you deem advisable in connection with the grant of the Award. You may, at your discretion, make a tax election pursuant to Section 83(b) of the Code in connection with the grant of this Award (the “Section 83(b) Election”). You acknowledge that the filing of a Section 83(b) Election is extremely time sensitive and, if you decide to make such an election, such election must be filed with the Service Center of the Internal Revenue Service where you file Internal Revenue Service tax returns WITHIN 30 DAYS of the Date of Grant. In the event that you make a Section 83(b) Election, you shall promptly provide a copy of the Section 83(b) Election form to the Company. You further agree to indemnify and hold the Company harmless for any damages, costs, expenses, taxes, judgments or other actions or amounts resulting from any of your actions or inactions with respect to the tax consequences of this Award. A form of Section 83(b) Election is attached hereto as Exhibit A.

10. Compliance with Securities Law . Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Stock (including Restricted Shares) will be subject to compliance with all applicable requirements of U.S. federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No shares of Stock will be issued hereunder if such issuance would constitute a violation of any applicable U.S. federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, shares of Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “ Act ”), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate

to file required documents with governmental authorities, stock exchanges, and other appropriate persons to make shares of Stock available for issuance.

11. Legends . The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to Sections 4 or 10 of this Agreement on all certificates representing shares issued with respect to this Award.

12. Right of the Company and Affiliates to Terminate Employment or Services . Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any of its Affiliates, or interfere in any way with the rights of the Company or any of its Affiliates to terminate your employment or service relationship at any time.

13. Furnish Information . You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

14. Remedies . The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

15. No Liability for Good Faith Determinations . Neither the Company nor any members of the Board shall be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Shares granted hereunder.

16. Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

17. No Guarantee of Interests . The Board and the Company do not guarantee the Stock of the Company from loss or depreciation.

18. Notice . Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) when sent by facsimile transmission (with confirmation of transmission) on a business day to the number set forth below, if applicable; provided , however , that if a notice is sent by facsimile transmission after normal business hours of the recipient or on a non- business day, then it shall be deemed to have been received on the next business day after it is sent, (c) on the first business day after such notice is sent by air express overnight courier service, or (d) on the second business day following deposit with an internationally-recognized overnight or second-day courier service with proof of receipt maintained, in each case, to the following address, as applicable:

If to the Company, addressed to:

Basic Energy Services, Inc.
c/o [___]
801 Cherry Street

Suite 2100, Unit #21

Fort Worth, TX 76102
Email: [___]

If to Grantee, addressed to the following until an updated address is provided to the Company by Grantee:

[Grantee Name]
__________________
__________________

19. Waiver of Notice . Any person entitled to notice hereunder may waive such notice in writing.

20. Information Confidential . As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

21. Successors . This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

22. Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

23. Company Action . Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

24. Title and Headings; Construction . Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Appendices referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States dollars. The word “or” is not exclusive. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including all Appendices attached hereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

25. Governing Law . All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by U.S. federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any

governmental authority required in connection with the authorization, issuance, sale, or delivery of such shares of Stock.

26. Clawback . To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Board (or a committee thereof), all shares of Stock granted under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback policies or procedures may provide for forfeiture and/or recoupment of such shares of Stock. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without your consent, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect.

27. The Plan . This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

28. Counterparts . This Agreement may be executed in any number of counterparts, including by electronic mail or facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both parties hereto.

29. Consent to Electronic Delivery; Electronic Signature . In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which you have access. You hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

30. Amendment . The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces your rights shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.

31. Entire Agreement . This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Award granted hereby; provided ¸ however , that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and you in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and the Grantee has set his hand as to the date and year first above written.




BASIC ENERGY SERVICES, INC.


Name: [NAME]
Title: [TITLE]

[GRANTEE NAME]


GRANTEE

EXHIBIT A

FORM OF ELECTION UNDER SECTION 83(B)
OF THE INTERNAL REVENUE TAX CODE

The undersigned hereby elects to include value of restricted property in gross income in the year of transfer pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address and taxpayer identification number of the undersigned are:

Name: ______________________________________________

Street: ______________________________________________

City, State, Zip: ______________________________________

Taxpayer I.D. No.: __________________

2. Description of property with respect to which the election is being made:

________________ shares of common stock of Basic Energy Services, Inc., a Delaware corporation (the “Company”) (EIN ____________________) (the “Common Stock”).

3. The date on which property was transferred is ______________________.

4. The taxable year to which this election relates is calendar year ____________.

5. The nature of the restriction(s) to which the property is subject is:

__________________________________________________ _____________________.

6. Fair market value:

The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the Common Stock with respect to which this election is being made is $_________ per share.

7. Amount paid for property:

The taxpayer paid $0 per share of Common Stock.

8. Furnishing statement to employer:

A copy of this statement has been furnished to the Company.

Dated: __________________

______________________________

Signature

______________________________

Print Name

Exhibit 10.4

BASIC ENERGY SERVICES, INC.

2019 Long Term Incentive Plan

Performance-Based Phantom Share Award Agreement

Participant: <<First Name>> <<Last Name>>

This Performance-Based Phantom Share Award Agreement (this “ Agreement ”) is made by and between Basic Energy Services, Inc., a Delaware corporation (the “ Company ”), and [___] (the “ Participant ”), effective as of [___] (the “ Date of Grant ”).

RECITALS

WHEREAS , the Company has adopted the Basic Energy Services, Inc. 2019 Long Term Incentive Plan (as the same may be amended from time to time, the “ Plan ”), which Plan is incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to those terms in the Plan; and

WHEREAS , the Committee has authorized and approved the grant of an Award to the Participant that will provide the Participant the opportunity to receive shares of Stock or cash upon the settlement of stock units on the terms and conditions set forth in the Plan and this Agreement (“ Phantom Shares ”).

NOW THEREFORE , in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:


1.	Grant of Phantom Share Award . The Company hereby grants to the Participant [___] Phantom Shares (the “ Subject Phantom Shares ”), on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan.


2.	Performance-Based Vesting of Subject Phantom Shares .

(a)

To determine the actual number of Phantom Shares earned by the Participant (the “ Earned Phantom Shares ”), the Peer Group and the Company (the “ Combined Group ”) will be ranked from best performing to worst performing with regard to each company’s respective TSR (“ Target Shareholder Return ”) Performance Metric where the Combined Group company ranked 1st shall be the one with the highest TSR Performance Metric when compared to all other Combined Group companies, the Combined Group company ranked 2nd shall be the one with the second highest TSR Performance Metric when compared to all other Combined Group companies, and so forth. The Combined Group company ranked 11th (or last) shall be the one with the lowest TSR Performance Metric when compared to all other Combined Group companies. The Earned Phantom Shares shall equal a percentage of Subject Phantom Shares based on the ranking of the Company’s TSR Performance Metric among the TSR Performance Metrics of the Combined Group as set forth below:



Combined Group Company Rank Based on TSR Performance Metric	Percentage of Subject Phantom Shares Earned
1st	150%
2nd	140%
3rd	130%
4th	120%
5th	100%
6th	80%
7th	60%
8th	40%
9th	20%
10th	10%
11th	0%

For example, if the Company’s TSR Performance Metric were to be ranked 5th in the Combined Group, the number of Earned Phantom Shares earned by the Participant would be 100% of the Subject Phantom Shares.


(b)	Definitions . This Section 2(b) sets forth meanings for certain of the capitalized terms used in Section 2.

(i)

“ Peer Group ” means each of the following companies: (1) C&J Energy Services, Inc.; (2) Keane Group, Inc.; (3) Key Energy Services, Inc.; (4) Nine Energy Services, Inc.; (5) Pioneer Energy Services Corp.; (6) ProPetro Holding Corp.; (7) Ranger Energy Services, Inc.; (8) RPC, Inc.; (9) Select Energy Services, Inc.; and (10) Superior Energy Services, Inc.; provided , in the event any such company ceases to exist, ceases to file public reports timely with the U.S. Securities and Exchange Commission with respect to the Performance Period or merges or combines with any other entity that, in the determination of the Committee makes such combined company not comparable for use as part of the Peer Group, the Committee in its sole discretion may continue to include or exclude such company in the Peer Group, but in no event may substitute any other company in its place as part of the Peer Group.


(ii)	“ Performance Period ” means the 2019 and 2020 calendar years.

(iii)

“ TSR Performance Metric ” means as defined and calculated as follows, where “Beginning Price” is the average closing price on the principal exchange on which such stock is traded for the last 20 trading days immediately preceding the start of the Performance Period, and “Ending Price” is the average closing price on the principal exchange on which such stock is traded for the last 20 trading days of the Performance Period, in each case as applied to the applicable equity security:

TSR = (Ending Price - Beginning Price + cash dividends (if any) per share paid*)

Beginning Price

*Stock dividends paid in securities rather than cash in which there is a distribution of less than 25 percent of the outstanding shares (as calculated prior to the distribution) shall be treated as cash for purposes of this calculation.


(c)	Timing of Adjustment Determination . The adjustments specified in Section 2(a) will be certified by the Committee no later than forty-five (45) days after the completion of the Performance Period (such date of certification by the Committee, the “ Determination Date ”).


3.	Time-Based Vesting of Earned Phantom Shares . In addition to the vesting schedule set forth in Section 2, and subject to the terms and conditions set forth in the Plan and this Agreement, and the Participant’s continued employment or service with the Company through each applicable vesting date, the Earned Phantom Shares shall also be subject to the following time-based vesting conditions:


(a)	50% of the Earned Phantom Shares shall vest on the Determination Date, and


(b)	the remaining 50% of the Earned Phantom Shares shall vest one year after the Determination Date.


4.	Conditions That Could Accelerate Vesting .

(a)

Termination without Cause; Resignation for Good Reason . If the Participant’s employment or service with the Company is terminated by the Company without Cause or by the Participant for Good Reason (as defined below), in either event, within one-year prior to the Determination Date, then 50% of the Earned Phantom Shares, if any, shall vest on the Determination Date. If the Participant’s employment or service with the Company is terminated by the Company without Cause or by the Participant for Good Reason (as defined below), in either event, following the Determination Date but prior to the one-year anniversary of the Determination Date, then the remaining 50% of the Earned Phantom Shares, if any, shall vest on the date of such termination. For purposes of this Section 4(a), “ Good Reason ” shall include: (i) a material reduction in the Participant’s base salary or annual bonus opportunity; (ii) the relocation of the geographic location of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s principal place of employment at the time of the proposed relocation (excluding reasonably required business travel in connection with the performance of the Participant’s duties); or (iii) a material diminution in the Participant’s position, authority, duties or responsibilities. Notwithstanding the foregoing, any assertion by the Participant of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition giving rise to the Participant’s termination of employment must have arisen without the Participant’s consent, (B) the Participant must provide written notice to the Board of the existence of such condition(s) within ninety (90) days of the initial existence of such condition(s), (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice, and (D) the date of the Participant’s termination of employment must occur within ninety (90) days following the Board’s receipt of such notice.

(b)

Disability; Death . Upon the Participant’s Disability or death prior to the completion of the Performance Period, and subject to the Participant’s continued employment or service with the Company through such date, the Subject Phantom Shares shall fully vest upon such date as though the Company’s TSR Performance Metric ranked 5th within the Peer Group. Upon the Participant’s Disability or death following the completion of the Performance Period, subject to the Participant’s continued employment or service with the Company through such date, all unvested Earned Phantom Shares (calculated in accordance with Section 2) shall fully vest upon such date or, if later, the Determination Date. For purposes of this Section 4(b), “ Disability ” shall mean the Participant is unable to perform the essential functions of his or her position, after accounting for reasonable accommodation (if applicable and required by law), due to an illness or physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of ninety (90) days, whether or not consecutive.

(c)

Change in Control . Subject to Section 8(e) of the Plan, if the Participant’s employment or service with the Company is terminated within two (2) years following a Change in Control by the Company without Cause or by the Participant for Good Reason (as defined in Section 8(e) of the Plan), in either event, prior to the completion of the Performance Period, then the Subject Phantom Shares shall fully vest upon such termination date as though the Company’s TSR Performance Metric ranked 5th within the Peer Group. Subject to Section 8(e) of the Plan, if the Participant’s employment or service with the Company is terminated within two (2) years following a Change in Control by the Company without Cause or by the Participant for Good Reason (as defined in Section 8(e) of the Plan), in either event, following the completion of the Performance Period, then all unvested Earned Phantom Shares (calculated in accordance with Section 2) shall fully vest upon such date or, if later, the Determination Date.


(d)	Forfeiture . Any unvested Phantom Shares will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s employment or service with the Company for any reason (other than as set forth in Sections 4(a), (b) and (c) above).

Dividend Equivalent Rights . Each Phantom Share is granted together with dividend equivalent rights, which dividend equivalent rights may be accumulated and deemed reinvested in additional Phantom Shares or may be accumulated in cash, as determined by the Committee in its discretion. Any payments made pursuant to dividend equivalent rights will be paid on the date of settlement as set forth in Section 6 below.


6.	Payment .

(a)

Settlement . Promptly following the vesting date of the Subject Phantom Shares (but no later than 25 days following such vesting date), the Company shall deliver to the Participant (or Participant’s legal representative of the estate of Participant) a cash payment equal to the Fair Market Value on the applicable vesting date of a number of shares of Stock equal to the aggregate number of Earned Phantom Shares (including those Phantom Shares deemed earned under Sections 4(b) and (c) above) that vest as of such date, provided the cash payment of each Phantom Share shall not exceed $[___] per Phantom Share.

(b)

Withholding Requirements . The Company shall have the power and the right to deduct or withhold automatically from any cash deliverable under this Agreement, or to require the Participant or the Participant’s representative to remit to the Company, the amount necessary to satisfy federal, state and local taxes required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement. The Company shall deduct or withhold automatically from the cash deliverable to the Participant under this Agreement, or require the Participant or the Participant’s representative to remit to the Company, in each case, the applicable withholding taxes.


7.	Adjustment of Shares of Stock . In the event of any change with respect to the outstanding shares of Stock contemplated by Section 8 of the Plan, the Subject Phantom Shares may be adjusted in accordance with Section 8 of the Plan.


8.	Restrictive Covenant .


(a)	Non-Competition . In consideration of the Subject Phantom Shares granted hereunder and other consideration payable to the Participant from time to time by the Company and its Affiliates, the Participant hereby agrees that during his or her employment with the Company and (i) for a period of two (2) years following the date of the Participant’s termination of

employment for any reason other than (A) by the Participant for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the such date of termination (A) by the Participant for Good Reason or (B) by the Company for a reason other than Cause, unless such termination is within two (2) years following a Change in Control (in which case the following restrictions shall not apply), the Participant will not, directly or indirectly (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or otherwise within one hundred fifty (150) miles of where the Company or any of its Affiliates are conducting any business as of the date of termination (or have conducted any business twelve (12) months prior to such date of termination) (the “ Territory ”):


(i)	engage in any business competitive with the business conducted by the Company or its Affiliates;


(ii)	render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its Affiliates; or

(iii)

solicit business, or attempt to solicit business within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or Affiliate’s customers or prospective customers, or those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Participant’s termination date;

provided, however , the foregoing and this Section 8 shall not prohibit or be construed to prohibit the Participant from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its affiliates are engaged in competition with the Company or any Affiliate.

(b)

Remedies . The Participant acknowledges that the restrictions contained herein, in view of the nature of the Company’s business, are reasonable and necessary to protect the Company’s legitimate business interests, and that any violation of this Agreement would result in irreparable injury to the Company. In the event of a breach or a threatened breach by the Participant of this Section 8, the Company shall be entitled to a temporary restraining order and injunctive relief restraining the Participant from the commission of any breach, and to recover the Company’s attorneys’ fees, costs and expenses related to the breach or threatened breach. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened breach, including, without limitation, the recovery of money damages, attorneys’ fees, and costs. The covenant herein shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants and agreements.

(c)

Interpretation . If any restriction set forth in this Section 8 is found by any court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to render the modified restriction valid, legal and enforceable. The parties intend that the non-competition provision contained herein shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United

States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective.


9.	Miscellaneous Provisions .


(a)	Rights of a Shareholder of the Company . Neither the Participant nor the Participant’s representative will have any rights as a shareholder of the Company with respect to any shares of Stock underlying the Phantom Shares.

(b)

No Right to Continued Service . Nothing in this Agreement or the Plan confers upon the Participant any right to continue in the employment or service of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Affiliate employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment or service at any time and for any reason, with or without Cause.

(c)

Notification . Any notification required by the terms of this Agreement will be given by the Participant (i) in writing addressed to the Company at its principal executive office and will be deemed effective upon actual receipt when delivered by personal delivery or by registered or certified mail, with postage and fees prepaid, or (ii) by electronic transmission to the Company’s e-mail address of the Company’s Vice President of Human Resources and will be deemed effective upon actual receipt. Any notification required by the terms of this Agreement will be given by the Company (x) in writing addressed to the address that the Participant most recently provided to the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid, or (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such transmission.


(d)	Entire Agreement . This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement.


(e)	Waiver . No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(f)

Successors and Assigns . The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.


(g)	Severability . The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.


(h)	Amendment . Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(i)

Choice of Law; Jurisdiction . This Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.


(j)	Signature in Counterparts . This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.

(k)

Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to any Awards granted under the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, if applicable. Such on-line or electronic system shall satisfy notification requirements discussed in Section 9(c).

(l)

Acceptance . The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Subject Phantom Shares subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.


(m)	Section 409A . Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder or an exemption therefrom and shall be construed and administered in accordance with such intent.

[Signature page follows.]

IN WITNESS WHEREOF, the Company and the Participant have executed this Phantom Share Award Agreement as of the dates set forth below.

PARTICIPANT BASIC ENERGY SERVICES, INC.

Signature: _________________________ By: _________________________

Print Name: _________________________ Its: _________________________

Date: _______________ Date: _______________

Exhibit 10.5

BASIC ENERGY SERVICES, INC.

2019 Long Term Incentive Plan

Time-Based Phantom Share Award Agreement

Participant: <<First Name>> <<Last Name>>

This Time-Based Phantom Share Award Agreement (this “ Agreement ”) is made by and between Basic Energy Services, Inc., a Delaware corporation (the “ Company ”), and [___] (the “ Participant ”), effective as of [___] (the “ Date of Grant ”).

RECITALS

NOW THEREFORE , in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:


1.	Grant of Phantom Share Award . The Company hereby grants to the Participant [___] Phantom Shares, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan.


2.	Vesting of Phantom Shares . Subject to the terms and conditions set forth in the Plan and this Agreement, the Phantom Shares shall vest as follows:


(a)	General . Except as otherwise provided in this Section 2, the Phantom Shares shall vest according to the following schedule, subject to the Participant’s continued employment or service with the Company through each applicable vesting date:

May 15, 2020 - [___] Phantom Shares

May 15, 2021 - [___] Phantom Shares

May 15, 2022 - [___] Phantom Shares

(b)

Termination without Cause; Resignation for Good Reason . If the Participant’s employment or service with the Company is terminated by the Company without Cause or by the Participant for Good Reason (as defined below), in either event prior to the final vesting date, then the Phantom Shares due to vest on the next vesting date shall vest on such termination date. For purposes of this Section 2(b), “ Good Reason ” shall include: (i) a material reduction in the Participant’s base salary or annual bonus opportunity; (ii) the relocation of the geographic location of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s principal place of employment at the time of the proposed relocation (excluding reasonably required business travel in connection with the performance of the Participant’s duties); or (iii) a material diminution in the Participant’s position, authority, duties or responsibilities. Notwithstanding the foregoing, any assertion by the Participant of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition giving rise to the Participant’s termination of employment must have arisen without the Participant’s consent, (B) the Participant must provide written notice to the Board of the existence of such condition(s) within ninety (90) days of the initial existence of such condition(s), (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice, and (D) the date of the Participant’s termination of employment must occur within ninety (90) days following the Board’s receipt of such notice.

(c)

Disability; Death . All unvested Phantom Shares shall fully vest upon the Participant’s Disability or death, subject to the Participant’s continued employment or service with the Company through such date. For purposes of this Section 2(c), “ Disability ” shall mean the Participant is unable to perform the essential functions of his or her position, after accounting for reasonable accommodation (if applicable and required by law), due to an illness or physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of ninety (90) days, whether or not consecutive.


(d)	Change in Control . Subject to Section 8(e) of the Plan, if the Participant’s employment or service with the Company is terminated within two (2) years following a Change in Control by the Company without Cause or by the Participant for Good Reason (as defined in Section 8(e) of the Plan), then all unvested Phantom Shares shall fully vest on the date of such termination.


(e)	Forfeiture . Any unvested Phantom Shares will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s employment or service for any reason (other than as set forth in Sections 2(b), (c) and (d) above).


4.	Payment .

(a)

Settlement . Promptly following the vesting date of the Phantom Shares (but no later than 30 days following such vesting date), the Company shall deliver to the Participant (or Participant’s legal representatives of the estate of Participant) a cash payment equal to the Fair Market Value on the applicable vesting date of a number of shares of Stock equal to the aggregate number of Phantom Shares that vest as of such date, provided the cash payment of each Phantom Share shall not exceed $[___] per Phantom Share.

(b)


5.	Adjustment of Shares of Stock . In the event of any change with respect to the outstanding shares of Stock contemplated by Section 8 of the Plan, the Phantom Shares may be adjusted in accordance with Section 8 of the Plan.


6.	Restrictive Covenant .

(a)

Non-Competition . In consideration of the Phantom Shares granted hereunder and other consideration payable to the Participant from time to time by the Company and its Affiliates, the Participant hereby agrees that during his or her employment with the Company and (i) for a period of two (2) years following the date of the Participant’s termination of employment for any reason other than (A) by the Participant for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months

following the such date of termination (A) by the Participant for Good Reason or (B) by the Company for a reason other than Cause, unless such termination is within two (2) years following a Change in Control (in which case the following restrictions shall not apply), the Participant will not, directly or indirectly (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or otherwise within one hundred fifty (150) miles of where the Company or any of its Affiliates are conducting any business as of the date of termination (or have conducted any business twelve (12) months prior to such date of termination) (the “ Territory ”):


(i)	engage in any business competitive with the business conducted by the Company or its Affiliates;


(ii)	render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its Affiliates; or

(iii)

provided, however, the foregoing and this Section 6 shall not prohibit or be construed to prohibit the Participant from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its affiliates are engaged in competition with the Company or any Affiliate.

(b)

Remedies . The Participant acknowledges that the restrictions contained herein, in view of the nature of the Company’s business, are reasonable and necessary to protect the Company’s legitimate business interests, and that any violation of this Agreement would result in irreparable injury to the Company. In the event of a breach or a threatened breach by the Participant of this Section 6, the Company shall be entitled to a temporary restraining order and injunctive relief restraining the Participant from the commission of any breach, and to recover the Company’s attorneys’ fees, costs and expenses related to the breach or threatened breach. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened breach, including, without limitation, the recovery of money damages, attorneys’ fees, and costs. The covenant herein shall each be construed as independent of

any other provisions in this Agreement, and the existence of any claim or cause of action by the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants and agreements.

(c)

Interpretation . If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to render the modified restriction valid, legal and enforceable. The parties intend that the non-competition provision contained herein shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective.


7.	Miscellaneous Provisions .


(a)	Rights of a Shareholder of the Company . Neither the Participant nor the Participant’s representative will have any rights as a shareholder of the Company with respect to any shares of Stock underlying the Phantom Shares.

(b)

(c)


(d)	Entire Agreement . This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement.


(e)	Waiver . No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(f)


(g)	Severability . The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.


(h)	Amendment . Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(i)


(j)	Signature in Counterparts . This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.


(k)	Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to any Awards granted under the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and to agree to participate in the Plan

through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, if applicable. Such on-line or electronic system shall satisfy notification requirements discussed in Section 7(c).

(l)

Acceptance . The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Phantom Shares subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.


(m)	Section 409A . Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder or an exemption therefrom and shall be construed and administered in accordance with such intent.

[Signature page follows.]

IN WITNESS WHEREOF, the Company and the Participant have executed this Phantom Share Award Agreement as of the dates set forth below.

PARTICIPANT BASIC ENERGY SERVICES, INC.

Signature: _________________________ By: _________________________

Print Name: _________________________ Title: _________________________

Date: _______________ Date: _______________

Exhibit 10.6

BASIC ENERGY SERVICES, INC.

NON-EMPLOYEE DIRECTOR INCENTIVE PLAN

Time-Based Restricted Stock Unit Award Agreement

Participant: <<First Name>> <<Last Name>>

This Time-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Basic Energy Services, Inc., a Delaware corporation (the “Company”), and [___] (the “Participant”), effective as of [____] (the “Date of Grant”).

RECITALS

WHEREAS , the Company has adopted the Basic Energy Services, Inc. Non-Employee Director Incentive Plan (as the same may be amended from time to time, the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to those terms in the Plan; and

WHEREAS , the Board has authorized and approved the grant of an Award to the Participant that will provide the Participant the opportunity to receive cash upon the settlement of stock units on the terms and conditions set forth in the Plan and this Agreement (“Restricted Stock Units”).

NOW THEREFORE , in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:


1.	Grant of Restricted Stock Unit Award . The Company hereby grants to the Participant [___] Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan.


2.	Vesting of Restricted Stock Units . Subject to the terms and conditions set forth in the Plan and this Agreement, the Restricted Stock Units shall vest as follows:


(a)	General . Except as otherwise provided in this Section 2, the Restricted Stock Units shall vest according to the following schedule, subject to the Participant’s continued service with the Company as a Non-Employee Director through the vesting date:

Vesting Date Vesting Percentage

1 ^st Anniversary of the Date of Grant 100% of the Restricted Stock Units


(b)	Change of Control . All unvested Restricted Stock Units shall fully vest immediately prior to the consummation of a Change of Control of the Company, subject to the Participant’s continued service with the Company as a Non-Employee Director through such date.


(c)	Forfeiture . Any unvested Restricted Stock Units shall be forfeited immediately, automatically and without consideration if the Participant’s continuous service with the Company as a Non-Employee Director is interrupted or terminated for any reason.

Exhibit 10.6

Dividend Equivalent Rights . Each Restricted Stock Unit is granted together with dividend equivalent rights, which dividend equivalent rights may be accumulated and deemed reinvested in additional Restricted Stock Units or may be accumulated in cash, as determined by the Board in its discretion. Any payments made pursuant to dividend equivalent rights shall be paid on the date of settlement as set forth in Section 4 below.

Settlement . Promptly following the vesting of the Restricted Stock Units (but no later than 30 days following such vesting date), the Company shall deliver to the Participant (or Participant’s legal representatives of the estate of Participant) a cash payment equal to the Fair Market Value on the applicable vesting date of a number of shares of Common Stock equal to the aggregate number of Restricted Stock Units that vest as of such date, provided the cash payment of each Restricted Stock Unit shall not exceed $[___] per Restricted Stock Unit.

Taxes . The Participant has reviewed with his or her own tax advisors the tax consequences of this Agreement and the Restricted Stock Units granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that he or she (and not the Company) shall be responsible for his or her own tax liability that may arise as a result of his or her receiving this Agreement and the Restricted Stock Units granted hereunder.

6. Miscellaneous Provisions .


(a)	Rights of a Shareholder of the Company . Neither the Participant nor the Participant’s representative will have any rights as a shareholder of the Company with respect to any shares of Common Stock.

(b)

Notification . Any notice required by the terms of this Agreement and the Plan shall be given by the Participant (i) in writing addressed to the Company at its principal executive office and will be deemed effective upon actual receipt when delivered by personal delivery or by registered or certified mail, with postage and fees prepaid, or (ii) by electronic transmission to the Company’s e-mail address of the Company’s Vice President of Human Resources and will be deemed effective upon actual receipt. Any notification required by the terms of this Agreement and the Plan will be given by the Company (x) in writing addressed to the address that the Participant most recently provided to the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid, or (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such transmission.


(c)	Entire Agreement . This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement.

Exhibit 10.6


(d)	Waiver . No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(e)


(f)	Severability . The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.


(g)	Amendment . Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(h)


(i)	Signature in Counterparts . This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.

(j)

(k)

Acceptance . The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.


(l)	Section 409A . Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and

Exhibit 10.6

administrative guidance issued thereunder or an exemption therefrom and shall be construed and administered in accordance with such intent.

[Signature page follows.]

Exhibit 10.6

IN WITNESS WHEREOF, the Company and the Participant have executed this Time-Based Restricted Stock Unit Award Agreement as of the dates set forth below.

PARTICIPANT BASIC ENERGY SERVICES, INC.

_________________________________ _________________________________

Name: ___________________________ By: ______________________________

Date: ____________________________ Title: _____________________________

Date: _____________________________