Form of Restricted Stock Grant Agreement - Officers and Employees

Exhibit 10.5

BASIC ENERGY SERVICES, INC.

FORM OF RESTRICTED STOCK GRANT AGREEMENT

(Officers and Employees)

Grantee:                     

     1.     Grant of Stock. As of the Grant Date (identified in Section 12 below), Basic Energy Services, Inc. (formerly BES Holding Co.), a Delaware corporation (the “Company”), hereby grants to the Grantee (identified above), an employee of the Company, the number of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) identified in Section 12) below (the “Shares”), subject to the terms and conditions of this agreement (the “Agreement”) and the Second Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan (the “Plan”). The Plan is hereby incorporated in this Agreement in its entirety by reference. The Shares, when delivered to Grantee upon expiration of the vesting period, shall be fully paid and nonassessable.

     2.     Definitions. All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein. Section 12 below sets forth meanings for certain of the capitalized terms used in this Agreement.

     3.     Vesting Term. The Shares granted to Grantee hereunder on the Grant Date (identified in Section 12 below) will vest in the Grantee in the increments set forth in Section 12 below on each of the dates set forth in Section 12 below.

     4.     Grant Price. No consideration shall be payable by the Grantee to the Company for the Shares.

     5.     Restriction on Shares.

     (a)     The Shares granted to Grantee hereunder shall be retained in the possession of the Company until vested in the Grantee as provided in Sections 3 and 12 hereof.

     (b)     All unvested shares will be forfeited by the Grantee (a) if the Grantee’s employment with the Company is terminated by the Company for “Cause” before the Shares are vested or (b) if the Grantee terminates his employment with the Company before the Shares are vested for any reason other than (i) “Good Reason,” (ii) the death or Disability of the Grantee or (iii) the “Retirement” of the Grantee, as such terms “Cause,” “Disability,” “Good Reason” or “Retirement” or equivalent terms (such as “Termination for Cause” or “Termination for Good Reason”) are defined in the employment agreement in effect between the Grantee and the Company as of the date hereof or, if no such agreement exists, as such terms are defined in the Plan at the time of such termination of employment to the extent not modified in Section 12 below.

     (c)     At such time as the vesting period is satisfied, a certificate for the Shares no longer subject to forfeiture will be delivered to the Grantee without the legend set forth in Section 5(e) below.

     (d)     From and after the date of this Grant and prior to any forfeiture of the Shares, the Grantee shall be entitled to vote the Shares and shall be entitled to receive any cash dividends payable on the Shares. Any stock dividends applicable to the Shares shall be retained by the Company until the vesting period of the Shares on which the stock dividend was issued is satisfied.

     (e)     A certificate representing the Shares granted hereunder shall be issued to the Grantee pursuant to the terms of the Plan as of the Grant Date and shall be marked with the following legend:

     “The shares represented by this certificate have been issued pursuant to the terms of the Second Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as set forth in the terms of such Plan or Award dated ___.”

     6.     Independent Legal and Tax Advice. Grantee acknowledges that the Company has advised Grantee to obtain independent legal and tax advice regarding the grant of the Shares and any disposition of any such Shares.

     7.     Reorganization of Company. The existence of the Grant shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue or bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

     8.     Investment Representation. Grantee will enter into such written representations, warranties and agreements as Company may reasonably request in order to comply with any federal or state securities law. Moreover, any stock certificate for any Shares issued to Grantee hereunder may contain a legend restricting their transferability as determined by the Company in its discretion. Grantee agrees that Company shall not be obligated to take any affirmative action in order to cause the issuance or transfer of Shares hereunder to comply with any law, rule or regulation that applies to the Shares subject to the Grant.

     9.     No Guarantee of Employment. The Grant shall not confer upon Grantee any right to continued employment with the Company or any Affiliate thereof.

     10.     Withholding of Taxes. The Grantee shall have the responsibility of discharging all taxes (state and federal) owed by the Grantee as a result of the Grant. Grantee agrees that, if he makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with regard to the Shares, he will so notify the Company in writing within two (2) weeks after making such election, so as to enable the Company to timely comply with any applicable governmental reporting requirements.

     11.     General.

     (a)     Notices. All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either of the parties to one another, or to their permitted transferees if applicable. Notices shall be effective upon request.

     (b)     Transferability of Grant. The rights of the Grantee pursuant to this Agreement are not transferable by Grantee. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of Grantee or any permitted transferee thereof. Any purported assignment, alienation, pledge, attachment, sale, transfer or other encumbrance of the Shares, prior to the lapse of restrictions, that does not satisfy the requirements hereunder shall be void and unenforceable against the Company.

     (c)     Amendment and Termination. No amendment, modification or termination of the Grant or this Agreement shall be made at any time without the written consent of Grantee and the Company.

     (d)     No Guarantee of Tax Consequences. The Company and the Committee make no commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under the Grant. The Grantee has been advised and been provided the opportunity to obtain independent legal and tax advice regarding the grant and exercise of the Grant and the disposition of any Shares acquired thereby.

     (e)     Severability. In the event that any provision of this Agreement shall be held illegal, invalid or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Agreement, and the Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision had not been included therein.

     (f)     Supersedes Prior Agreements. This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Grantee regarding the grant of the Shares covered hereby.

     (g)     Governing Law. The Grant shall be construed in accordance with the laws of the State of Texas without regard to its conflict of law provisions, to the extent federal law does not supersede and preempt Texas law.

     (h)     No Trust or Fund Created. This Agreement shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Grantee or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliates pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or any Affiliate.

     (i)     Other Laws. The Company retains the right to refuse to issue or transfer any Shares if it determines that the issuance or transfer of such Shares might violate any applicable law or regulation or entitle the Company to recover under Section 16(b) of the Securities Exchange Act of 1934.

     12.     Definitions and Other Terms. The following capitalized terms shall have those meanings set forth opposite them:

		(a)		Grantee:
		(b)		Grant Date:
		(c)		Shares:		Shares of the Company’s Common Stock
		(d)		Vesting:		Subject to Section 5 above and the terms of the Plan, the Grantee shall vest in all rights to the Shares and any rights of the Company to such Shares shall lapse with respect to the Shares on the earlier of (i) the dates set forth below; or (ii) the death or Disability of the Grantee. If not earlier vested, the Shares shall vest according to the following schedule (including on or after the Retirement of the Grantee):
						-                      Shares
						-                      Shares
						-                      Shares
						-                      Shares
		(e)		Termination for Good Reason.
						Termination for Good Reason shall have the meaning set forth in the Plan, except that clause (ii) of the definition thereof is hereby amended and restated in its entirety as follows:
						(ii) reduction in (a) the Participant’s annual base salary immediately prior to the Change in Control, (b) the Participant’s target bonus opportunity (expressed as a percentage of the Participant’s annual base salary or other method approved by the Committee) immediately prior to the Change in Control or (c) benefits comparable in the aggregate to those enjoyed by the Participant under the Company’s retirement, life insurance, medical, dental, health, accident and disability plans in which

						Participant was participating immediately prior to the Change in Control;
		(f)		Disability.		“Disability” shall mean that Grantee is entitled to receive long-term disability (“LTD”) income benefits under the LTD plan or policy maintained by the Company that covers Grantee. If, for any reason, Grantee is not covered under such LTD plan or policy, then “Disability” shall mean a “permanent and total disability” as defined in Section 22(e)(3) of the Code and Treasury regulations thereunder. Evidence of such Disability shall be certified by a physician acceptable to the Company. Grantee agrees to submit to any examinations that are reasonably required by the attending physician or other healthcare service providers to determine whether he or she has a Disability.
		(g)		Retirement.		“Retirement” means the termination of Grantee’s employment for normal retirement at or after attaining age 62 provided that, on the date of his retirement, Grantee has accrued at least ten years of active service with the Company.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and Grantee has hereunto executed this Agreement as of the same date, to be effective as of                     .

		BASIC ENERGY SERVICES, INC.
		By:
		Name:
		Title:
		Address for Notices:
		Basic Energy Services, Inc.
		P.O. Box 10460
		Midland, Texas 79702
		Fax: (432)  ###-###-####
		Attn: President

		GRANTEE
		Address for Notices:
		Fax: