0000950129-08-002365 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2008 • Grey Wolf Inc • Drilling oil & gas wells • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 1, 2008 (the “Effective Date”), by and between GREY WOLF, INC., a Texas corporation (the “Company”), and ROBERT J. PROFFIT (the “Executive”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG BASIC ENERGY SERVICES, INC., GREY WOLF, INC. AND HORSEPOWER HOLDINGS, INC. DATED APRIL 20, 2008
Agreement and Plan of Merger • April 22nd, 2008 • Grey Wolf Inc • Drilling oil & gas wells • Delaware

This Agreement and Plan of Merger (as amended, supplemented or modified from time to time, this “Agreement”), dated as of April 20, 2008, is by and among GREY WOLF, INC., a Texas corporation (“Grey Wolf”), BASIC ENERGY SERVICES, INC., a Delaware corporation (“Basic”) and HORSEPOWER HOLDINGS, INC., a Delaware corporation owned equally by Grey Wolf and Basic (“Holdings”).

CONSULTING AGREEMENT
Consulting Agreement • April 22nd, 2008 • Grey Wolf Inc • Drilling oil & gas wells • Texas

This CONSULTING AGREEMENT (this “Agreement”) is entered into effective as of the Effective Date (as defined in Section 16) by and between GREY WOLF, INC., a Texas corporation (the “Company”), and THOMAS P. RICHARDS (“Consultant”).

FORM OF AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 22nd, 2008 • Grey Wolf Inc • Drilling oil & gas wells • Texas

THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is entered into as of April 20, 2008, but to be effective as provided in Section 5 hereof, by and between Grey Wolf, Inc., a Texas corporation (the “Company”), and [ ] (the “Grantee”).

FORM OF AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • April 22nd, 2008 • Grey Wolf Inc • Drilling oil & gas wells • Texas

THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT (this “Amendment”) is entered into as of April 20, 2008, but to be effective as provided in Section 5 hereof, by and between Grey Wolf, Inc., a Texas corporation (the “Company”), and (the “Grantee”).

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