0000950123-09-055818 Sample Contracts

KEY ENERGY SERVICES, INC. 2009 EQUITY AND CASH INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 2nd, 2009 • Key Energy Services Inc • Drilling oil & gas wells • Maryland

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of , (the “Date of Grant”), is made by and between Key Energy Services, Inc., a Maryland corporation (the “Company”), and (the “Participant”).

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • November 2nd, 2009 • Key Energy Services Inc • Drilling oil & gas wells • New York

This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of July 31, 2009, among Key Energy Services California, Inc., a Texas corporation (the “New Guarantor”), a subsidiary of Key Energy Services, Inc., a Maryland corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as trustee under the Indenture referred to herein (the “Trustee”). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors”, or individually as a “Guarantor.”

KEY ENERGY SERVICES, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 2nd, 2009 • Key Energy Services Inc • Drilling oil & gas wells • Maryland

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of (the “Date of Grant”), is made by and between Key Energy Services, Inc., a Maryland corporation (the “Company”), and (the “Participant”).

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