8-K

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): September 30, 2013

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))

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

On September 30, 2013, Kenneth V. Huseman retired from his positions as President and Chief Executive Officer of Basic Energy Services, Inc. (“Basic”). Mr. Huseman will remain a member of the Board of Directors (the “Board”) of Basic. In connection with his retirement, Mr. Huseman entered into a Severance Agreement and Release with Basic (the “Severance Agreement”), a Grantee Non-Competition Agreement for Retirees (the “Non-Compete Agreement”) and a Restricted Stock Grant Agreement as consideration for the execution of the Non-Compete Agreement (the “Retirement Grant Agreement”).

Under the Severance Agreement and in accordance with the terms of his existing employment agreement with Basic, Mr. Huseman will receive (i) $4,189,500, less applicable withholding, taxes and other deductions, as a severance payment (such amount constituting 3.0 times the sum of Mr. Huseman’s 2013 base salary and his current annual incentive target bonus) and (ii) COBRA benefits. The Severance Agreement is made in accordance with the existing employment agreement as a condition to certain severance benefits, and includes Mr. Huseman’s waiver of all claims and release of Basic, as well as certain continuing obligations on the part of Mr. Huseman.

In addition to other restrictions, the Non-Compete Agreement contains certain provisions that restrict Mr. Huseman, until March 15, 2017 (the final vesting date of the shares issued to Mr. Huseman under the Retirement Grant Agreement), from engaging in competing businesses with Basic and soliciting employees or customers of Basic. The Non-Compete Agreement also requires Mr. Huseman to maintain and not disclose confidential information of Basic. In the event of Mr. Huseman’s breach of the Non-Compete Agreement, he will immediately forfeit all shares issued to him under the Retirement Grant Agreement that are unvested at the time of breach.

Under the Retirement Grant Agreement, Mr. Huseman will receive 300,807 shares (subject to netting for minimum withholding taxes, as may be applicable) of restricted common stock of Basic as partial consideration for the entry into the Non-Compete Agreement. The same number of shares were previously issued to Mr. Huseman under prior restricted stock grant agreements, each of which provided that all unvested shares of Basic’s restricted common stock granted to Mr. Huseman prior to his retirement date that are forfeited upon retirement may be reissued to Mr. Huseman upon, and as partial consideration for, the entry into the Non-Compete Agreement. Subject to earlier forfeiture pursuant to the terms of the Retirement Grant Agreement and the Non-Compete Agreement and subject to the terms of Basic’s Fifth Amended and Restated 2003 Incentive Plan, as amended, the shares will vest as follows: 147,550 shares on March 15, 2014; 96,268 shares on March 15, 2015; 36,989 shares on March 15, 2016; and 20,000 shares on March 15, 2017.

On September 30, 2013, effective upon Mr. Huseman’s retirement, Thomas Monroe “Roe” Patterson, formerly Basic’s Senior Vice President and Chief Operating Officer, was appointed as Basic’s President and Chief Executive Officer, and Mr. Patterson was also appointed as a member of the Board. Mr. Patterson is not expected to be named to any committees of the Board.

On September 30, 2013, James F. Newman, formerly Basic’s Group Vice President — Permian Business Unit, was named Basic’s Senior Vice President of Region Operations. In connection with his promotion, Mr. Newman’s new base salary will be $400,000.

The foregoing descriptions of the Severance Agreement, the Retirement Grant Agreement and the Non-Compete Agreement are qualified in their entirety by reference to the full text of the Severance Agreement, the Retirement Grant Agreement and the Non-Compete Agreement, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and are incorporated herein by reference.

To the extent required by Item 5.02 of Form 8-K, (i) the disclosures under Item 5.02 and Item 9.01 of Basic’s Current Report on Form 8-K filed on March 28, 2013, (ii) the disclosures under Item 5.02 and Item 9.01 of Basic’s Current Report on Form 8-K filed on May 7, 2013 and (iii) the disclosures under Item 5.02 and Item 9.01 of Basic’s Current Report on Form 8-K filed on August 26, 2013 are incorporated by reference in this Item 5.02 pursuant to General Instruction B.3 to Form 8-K.

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Item 9.01Financial Statements and Exhibits.  

(d)	Exhibits
	Exhibit 10.1	Kenneth V. Huseman Severance Agreement and Release.
	Exhibit 10.2	Restricted Stock Grant Agreement for Grantees Executing a Non-Competition Agreement for Retirees.
	Exhibit 10.3	Kenneth V. Huseman Non-Competition Agreement for Retirees.

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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: October 4, 2013	By:	/s/ Alan Krenek
		Alan Krenek
		Senior Vice President, Chief Financial Officer,
		Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Kenneth V. Huseman Severance Agreement and Release.
Exhibit 10.2	Restricted Stock Grant Agreement for Grantees Executing a Non-Competition Agreement for Retirees.
Exhibit 10.3	Kenneth V. Huseman Non-Competition Agreement for Retirees.

EX-10.1

Exhibit 10.1

SEVERANCE AGREEMENT

AND RELEASE

THIS SEVERANCE AGREEMENT AND RELEASE (the “Agreement”) is made and entered into as of the day and year set forth below, by and between Kenneth V. Huseman (hereinafter referred to as “Employee”) and Basic Energy Services, Inc. (hereinafter referred to as the “Company”).

WITNESSETH:

WHEREAS, Employee is currently employed by the Company pursuant to an Employment Agreement dated December 29, 2006 but effective December 31, 2006 (the “Employment Agreement”); and

WHEREAS, the Employee’s employment by the Company has been or is to be terminated for a reason other than Cause (as defined in the Employment Agreement); and

WHEREAS, Section 6(c) of the Employment Agreement provides that in order for Employee to receive certain severance benefits payable under the Employment Agreement, Executive must first execute an appropriate release agreement (on a form provided by the Company); and

WHEREAS, Employee and the Company mutually desire to avoid and resolve any and all actual and potential differences between them, including, without limitation, differences arising out of Employee’s employment with the Company;

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, it is mutually agreed as follows:

1.Termination.

(a)Employee’s employment with the Company shall terminate for Retirement (as defined in the Employment Agreement), which is also a termination other than for Cause (as defined in the Employment Agreement), effective September 30, 2013 (“Termination Date”).

(b)The Company has made (or will make) a final salary payment to Employee, less deductions for federal tax withholding, Social Security (FICA), Medicare and other deductions heretofore authorized by Employee (“Employee Authorized Deductions”).  The Company will pay to Employee the value of his accrued Paid Time Off, less Employee Authorized Deductions.

(c)Employee will receive the benefits to which Employee is entitled through the Termination Date under the terms and provisions of any benefit plans maintained by the Company.  Other than COBRA benefits as provided for in Section 6(b)(2) of the Employment Agreement, no benefits will accrue to Employee after the Termination Date under any benefit plan sponsored, maintained or contributed to by the Company.  Employee’s account under any plan of the Company will be valued and distributed to Employee in accordance with the terms and conditions of any such plan.

2.Severance Compensation.

Conditioned upon Employee’s faithful performance of the conditions and agreements hereinafter set forth, Employee’s waiver of all claims and release of the Company and its affiliates and representatives from liability and damages related in any way to Employee’s employment with or separation from the Company and its affiliates, and Employee’s non-revocation of the Agreement, the Company, pursuant to the terms of Section 6(b) of the Employment Agreement, will pay the Employee Four Million One Hundred Eighty-Nine Thousand Five Hundred Dollars ($4,189,500) which is 3.0 times the sum of (a) Employee’s annual Base Salary of $735,000 and (b) Employee’s current annual incentive target bonus for 2013 (0.90 x $735,000 or $661,500), less federal tax withholding, Social Security (FICA) and Medicare and Employee Authorized Deductions (the “Severance Amount”).  The Severance Amount will be paid to Employee no later than five (5) days after the eighth day following the date on which Employee executes this Agreement and returns it to the Vice President, Human Resources of the Company at:

Basic Energy Services, Inc.

Attention: James E. Tyner

801 Cherry Street, Suite 2100

Fort Worth, Texas 76102

In addition to the Severance Amount, the Company will provide the Employee with COBRA benefits (provided Employee makes timely election of such coverage) pursuant to Section 6(b)(2) of the Employment Agreement.  Employee acknowledges and agrees that he is not otherwise entitled to the separation compensation described in this Paragraph and that other than said compensation, he is not entitled to any other wages, bonuses, or benefits in connection with this termination or otherwise, other than those benefits set forth in the Retiree Stock Grant Agreement between the Company and Employee dated September 30, 2013. 

3.Continuing Obligations of Employee.

By his execution hereof and receipt of the Severance Amount, Employee acknowledges that he will continue to be bound by the provisions of the Employment Agreement, including, but not limited to, Section 11 (Secret and Confidential Information), Section 12 (Duty to Return Company Documents and Property), Section 13 (Best Efforts and Disclosure), Section 14 (Inventions and other Works), Section 15 (Non Solicitation Restriction) and Section 17 (No Recruitment Restriction), all of which are hereby ratified and affirmed by Employee and which Employee agrees he will not challenge or violate.

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4.Release and Waiver.

Employee, individually and for Employee’s heirs, personal representatives and assigns, hereby remises, releases and forever discharges the Company and its respective partners, shareholders, directors, officers, employees, agents and other representatives from any and all manner of causes of action, suits, debts, promises, damages, judgments, executions, claims, guarantees, warranties and demands whatsoever, in law or in equity, whether now known or unknown, if any, arising from, relating to, or in any way connected with, Employee’s employment with the Company, the termination of such employment, and/or any other facts or events occurring on or before the execution of this Agreement, except as herein specifically provided.  This release includes, but is not limited to, any claim for unemployment benefits, claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1991, Pub. L. No. 102-166 (1991), the Texas Commission on Human Rights Act, Tex. Rev. Civ. Stat. Art. 522lk, the Fair Labor Standards Act, 29 U.S.C. § 20l et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., and the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., any claims under any other state or federal statute or regulation, and any claims for wrongful discharge, breach of contract, tort or personal injury of any sort.  Further, by accepting the payments described herein, Employee agrees not to sue the Company or its partners, shareholders, directors, officers, employees, agents or other representatives.  Employee affirms and agrees that Employee’s employment relationship has ended and waives all rights in connection with such relationship and the termination thereof, except the right to vested benefits and the payments specifically described and reserved herein, and except those rights to benefits set forth in the Retiree Stock Grant Agreement between the Company and Employee dated September 30, 2013.

5.Employee’s Statutory Acknowledgments.

Employee expressly acknowledges that he:

i.has received and read this Agreement, which is written in a clear and understandable manner;

iiunderstands that he is not waiving or releasing the right to claims that may arise after the date on which this Agreement is signed;

iiiis, by this Agreement, receiving consideration over and above anything to which he was already undisputedly entitled;

ivhas had ample opportunity of not less than twenty-one (21) days in which to review this Agreement;

vis fully informed of the terms, conditions and effect of signing this Agreement;

vihas been advised, and had ample opportunity, to obtain the advice of competent legal and other counsel and/or advisors of his own

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choosing concerning the terms, conditions and effects of signing this Agreement;

viihas relied solely on his own judgment and on the advice of such counselors and advisors with whom he has considered it appropriate, desirable, or necessary to consult in making the decision to sign this Agreement;

viiihas made his decision voluntarily without any pressure, coercion, or promises from the Company or its employees either to accept or reject this Agreement;

ixunderstands that he has seven (7) days following his execution of this Agreement to revoke such acceptance; and

xunderstands that any revocation of his prior acceptance of this Agreement must be done in writing and be delivered to:

Basic Energy Services, Inc.

Attn:  Mr. James Tyner, Vice President, Human Resources

801 Cherry St, Suite 2100

Fort Worth, TX 76102

6.Cooperation.

Employee shall fully, completely and freely cooperate with the Company, and its attorneys and other agents, in preparing for and pursuing any actual or threatened legal action, in whatever forum, in which the Company or one of its subsidiaries is or may become a party without seeking or receiving compensation, except for reimbursement of reasonable travel expenses incurred at the Company’s request.

Employee shall take no action that is or may reasonably be construed as adverse to the interests of the Company or its subsidiaries in any such legal action.

7.Choice of Law and Interpretation.

THIS AGREEMENT WILL BE INTREPRETED, CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND JURISDICTION AND VENUE OF ANY ACTION HEREUNDER WILL BE IN THE COURTS OF TARRANT COUNTY, TEXAS.

8.Severability of Provisions.

Should any provision of this Agreement be declared or be determined by any court to be unenforceable or invalid as drafted, it may and shall be reformed or modified by a court of competent jurisdiction to the form of an enforceable and valid provision that achieves, to the

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greatest extent possible, the result intended by the parties in drafting and agreeing to the unenforceable and invalid provision.

Should a court of competent jurisdiction decline to so reform or modify such a provision or determine that no enforceable and valid provision can be created to achieve the intended result, the unenforceability and invalidity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby and said unenforceable or invalid part, term, or provision shall be deemed not to be a part of this Agreement.

9.Employee Option and Rights.  

(a)Employee shall have twenty-one (21) days from the date that he receives this Agreement to decide whether to sign this Agreement and be bound by its terms.  If the Employee fails to sign this Agreement and return it to the Company within such twenty-one (21) day period, the Company shall have no obligation to make any of the payments to Employee described above, other than those described under Paragraph 1 (b) and (c) hereof.

(b)Employee shall have seven (7) days from the day the Employee signs and delivers this Agreement to the Company to revoke or rescind this Agreement per Paragraph 5(x) hereof.  This Agreement shall not become effective or enforceable until such seven (7) day revocation or recession period has expired.

(c)Employee acknowledges that he received this Agreement on September 30, 2013 and agrees that any changes in the terms of this Agreement, whether material or immaterial, after September 30, 2013 shall not affect or restart the above-referenced twenty-one (21) day consideration period.   

10.Entire Agreement.

Except with respect to Employee’s continuing obligations to the Company (as set forth herein and in any other agreement between Employee and the Company), this Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements or understanding between the parties hereto pertaining to the subject matter hereof, and may only be modified by a subsequent written agreement.

[Signature Page Follows]

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EXECUTED as of the 30th day of September, 2013.

EMPLOYEE

Signature: /s/ Kenneth V. Huseman

Name:     Kenneth V. Huseman

COMPANY

Signature:/s/ James Tyner

Name: James Tyner

Title: Vice President, Human Resources

Company: Basic Energy Services, Inc.

Address: 801 Cherry Street, Suite 2100

City, State, Zip:  Fort Worth, TX 76102

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EX-10.2

Exhibit 10.2

BASIC ENERGY SERVICES, INC.

RESTRICTED STOCK GRANT AGREEMENT

(Grantee Executing a Non-Competition Agreement for Retirees)

Grantee: KENNETH V. HUSEMAN

1.  Grant of Stock.  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 “Retiree Agreement”), the  Fifth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan (as amended, the “Plan”) and the Grantee Non-Competition Agreement for Retirees (the “Non-Compete Agreement”), a form of which is attached hereto as Exhibit A.  This Retiree Agreement is made as contemplated by and in accordance with the prior restricted stock grant agreement(s) between the Company and Grantee.  The issuance by the Company of the Shares shall be deemed to occur effective on the Grant Date (identified in Section 12 below), and will equal the number of all other unvested shares of restricted stock that are held by the Grantee and forfeited on the date of retirement of the Grantee.  The Plan and the Non-Compete Agreement are hereby incorporated into this Retiree Agreement in its entirety by reference.  Upon the expiration of the applicable vesting periods identified in Section 12 below, the Shares delivered to Grantee 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 Retiree Agreement.

3.  Vesting Term.  Subject to earlier forfeiture in accordance with the terms of the Non-Compete Agreement in the event of Grantee’s breach of the Non-Compete Agreement, the Shares granted to Grantee hereunder on the Grant Date will vest in the Grantee in the respective amounts and on the respective dates set forth in Section 12 below, or, if earlier, on the death of Grantee.

4.  Consideration.  Grantee hereby agrees that Grantee’s execution of the Non-Compete Agreement and Grantee’s compliance with the terms and provisions contained therein are the sole consideration for the issuance by the Company of the Shares pursuant to this Retiree Agreement.

5.  Restriction on Shares.

(a)  The Shares granted to Grantee hereunder shall be maintained in book entry form or the stock certificates shall be retained in the possession of the Company until vested in the Grantee as provided in Sections 3 and 12 hereof. 

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(b)  In the event of a breach by the Grantee of any covenant or agreement contained in the Non-Compete Agreement, all Shares that are unvested on the date of such breach will be automatically and immediately forfeited by the Grantee.

(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)  Any book entry of shares or 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 Fifth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan, as amended, 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 Agreement dated effective September 30, 2013”

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 in accordance with this Retiree Agreement and any disposition of any such Shares.

7.  Reorganization of Company.  The existence of this Retiree Agreement 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 set forth in Section 5 above prior to vesting, or to the extent required under the Plan or applicable law, 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 this Retiree Agreement.

9.  No Guarantee of Employment.  This Retiree Agreement shall not confer upon Grantee any right to employment with the Company or any affiliate thereof.

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10.  Withholding of Taxes; Share Withholding.  The Grantee shall have the responsibility of discharging all taxes (state and federal) owed by the Grantee as a result of this Retiree Agreement.  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) days after making such election, so as to enable the Company to timely comply with any applicable governmental reporting requirements.  In accordance with Section 9(b) of the Plan, the Company hereby agrees that the Grantee may direct the Company to satisfy the Company’s actual withholding tax obligations through the “constructive” tender and withholding of vested Restricted Stock under this Retiree Agreement; provided, the Company may revoke such right at any time prior to the vesting date of Awards under this Retiree Agreement by giving written notice to the Grantee.

11.  General.

(a)  Notices.  All notices under this Retiree 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 receipt.

(b)Transferability of Grant.  The rights of the Grantee pursuant to this Retiree 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 this Retiree 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 this Retiree Agreement.  The Grantee has been advised and been provided the opportunity to obtain independent legal and tax advice regarding the award of Shares pursuant to this Retiree Agreement and the disposition of any Common Stock acquired thereby.

(e)  Severability.  In the event that any provision of this Retiree 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 Retiree Agreement, and the Retiree Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision had not been included therein.

(f)  Complete Agreement.  This Retiree Agreement is subject to the terms of the Plan and the Non-Compete Agreement. There are no other prior agreements or understandings, oral or written, between the Company and the Grantee regarding the grant of the Shares covered hereby.

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(g)  Governing Law.  This Retiree Agreement 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 Retiree 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 this Retiree Agreement, 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.

(j)  Binding Effect.  This Retiree Agreement shall be binding upon and inure to the benefit of any successors of the Company and all persons lawfully claiming under the Grantee.

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

(a)	Grantee:	The person specified as the Grantee on page 1 and the signature page hereto.
(b)	Grant Date:	September 30, 2013 (to be effective on the date of retirement, notwithstanding any subsequent required approval by the Committee or the Board)
(c)	Shares:	300,807 Shares of the Company’s Common Stock
(d)	Vesting:	Subject to Section 5 above and the terms of the Plan and the Non-Compete Agreement, 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 dates set forth below:
			March 15, 2014	147,550	Shares
			March 15, 2015	96,268	Shares
			March 15, 2016	36,989	Shares
			March 15, 2017	20,000	Shares

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IN WITNESS WHEREOF, the Company has caused this Retiree Agreement to be executed on its behalf by its duly authorized officer, and Grantee has executed this Retiree Agreement, effective as of September 30, 2013.

BASIC ENERGY SERVICES, INC.

By:	/s/ James E. Tyner
Name:			James E. Tyner
Title:		VP, Human Resources

Address for Notices:

Basic Energy Services, Inc.

801 Cherry St, Suite 2100

Fort Worth, TX 76102

Fax:  (817) 334-4101

Attn:  President

GRANTEE
By:	/s/ Kenneth V. Huseman
Name:		Kenneth V. Huseman

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EXHIBIT A

(see attached)

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EX-10.3

Exhibit 10.3

GRANTEE NON-COMPETITION AGREEMENT FOR RETIREES

This Grantee Non-Competition Agreement (the “Agreement”) is hereby entered into by and between Basic Energy Services, Inc. (the “Company”) and KENNETH V. HUSEMAN (the “Grantee”) effective as of the Retirement Date (as defined below).

RECITALS

WHEREAS, the Grantee has been an employee of the Company or its subsidiaries; and

WHEREAS, the Grantee is retiring, or announced his or her intention to retire, or has retired from employment with the Company or its subsidiaries at the close of business on the  30^th day of September, 2013 (the “Retirement Date”); and

WHEREAS, pursuant to the terms of the Fifth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan, as amended (the “Plan”), Grantee is being granted concurrent with the execution of this Agreement 300,807 shares (subject to netting for minimum withholding taxes, as may be applicable) of restricted common stock of the Company pursuant to that certain Grant Agreement (for Grantees Executing a Non-Competition Agreement for Retirees) dated September 30, 2013 (the “Retiree Grant Agreement”); and

WHEREAS, prior restricted stock grant agreement(s) entered into by the Company and Grantee under the Plan provide that all unvested shares of restricted common stock of the Company granted to Grantee prior to Grantee’s Retirement Date shall be forfeited upon Grantee’s retirement, but may be reissued to Grantee upon, and as partial consideration for, Grantee’s execution and delivery of this Agreement; and

WHEREAS, it is intended by the Company that the restricted stock issued to Grantee pursuant to the Retiree Grant Agreement constitute the reissuance of a number of unvested shares previously issued to Grantee that will be forfeited by Grantee, concurrent with the issuance of shares of restricted stock under this Agreement, on the Retirement Date; and

WHEREAS, Grantee has elected to execute and deliver this Agreement in connection with, and as consideration for, the issuance of such restricted common stock of the Company pursuant to the Retiree Grant Agreement;

NOW, THEREFORE, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows:

AGREEMENTS

1.Non-Competition Agreement.

(a)Grantee recognizes (i) that the Company’s willingness to enter into this Agreement is based in material part on Grantee’s agreement to the provisions of this paragraph 1 and (ii) that Grantee’s breach of the provisions of this paragraph 1 could

Huseman, Kenneth V. - Grantee Non-Competition Agreement For Retirees

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materially damage the Company.  Subject to the further provisions of this Agreement, and in consideration of the Company’s agreement to reissue under the Retiree Grant Agreement those unvested shares of restricted common stock of the Company that will be or have been forfeited upon Grantee’s retirement, Grantee will not, until March 15, 2017 (which date is based on the latest “Final Vesting Date” for the reissued shares of restricted common stock of the Company) for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature:

(i)engage, as an officer, director, shareholder, owner, partner, joint venturer, or in any capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business in direct competition with the business of the Companies, including but not limited to Well Servicing; Fluid Services; Pumping Services; Coil Tubing; Rental/Fishing Tools and Services; Contract Drilling; Wireline Services; Snubbing Services; Well Site Construction; or Well Servicing Equipment Manufacturing, Service, and Sales (collectively, the “Businesses”) in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of any place where the Company or any of its subsidiaries or affiliates (collectively the “Companies”) are conducting any business as of the date of termination of Grantee’s employment relationship or have conducted any business 12 months prior to the date of such termination (the “Territory”);

(ii)call upon any person who is, at that time, an employee of any of the Companies for the purpose, or with the intent, of enticing such employee away from or out of the employ of any of the Companies;

(iii)call upon any person or entity which is, at that time, or which has been, within one year prior to that time, a customer of any of the Companies within the Territory for the purpose of soliciting or selling products or services which are provided by or dealt in by any of the Companies within the Territory;

(iv)call upon any prospective acquisition candidate, on Grantee’s own behalf or on behalf of any competitor, which candidate was, to Grantee’s knowledge after due inquiry, either called upon by any of the Companies or for which any of the Companies made an acquisition analysis, for the purpose of acquiring such entity; or

(v)disclose customers, whether in existence or proposed, of any of the Companies to any person, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that any of the Companies have in the past disclosed such information to the public for valid business reasons.

(b)Grantee agrees that, in the event of breach by him of any of the foregoing covenants and agreements, Grantee automatically, and immediately, forfeits any and all unvested shares of common stock of the Company issued under the Retiree Grant Agreement that are unvested as of the date of such breach.

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(c) Subject to the terms and provisions of this Agreement, Grantee and Company agree that such unvested shares of restricted common stock of the Company that are reissued to Grantee pursuant to the Retiree Grant Agreement shall be governed by the terms of the Retiree Grant Agreement.

(d)The covenants in this paragraph 1 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant.  Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed.

(e)All of the covenants in this paragraph 1 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Grantee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period (subject to the further provisions of this Agreement) from the Retirement Date until March 15, 2017 (the date stated at the beginning of this paragraph 1), during which the agreements and covenants of Grantee made in this paragraph 1 shall be effective, shall be extended by adding to such period any time during which Grantee is in violation of any provision of this paragraph 1.

(f)The Company and Grantee hereby agree that the covenants in this paragraph 1 are a material and substantial part of this Agreement.

2.Confidentiality.

(a)Company has provided Grantee with Confidential Information, and Grantee agrees that all Confidential Information of the Company is a valuable, special and unique asset of the Company that gives the Company an advantage over its actual and potential, current and future competitors.  Grantee further acknowledges and agrees that Grantee owes the Company a continuing duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use, that certain Confidential Information constitutes “trade secrets” under applicable laws and that unauthorized disclosure or unauthorized use of the Company’s Confidential Information would irreparably injure the Company.

(b)Grantee agrees to hold all Confidential Information in strict confidence and shall not use any Confidential Information except for the benefit of the Company.  Grantee shall not, at any time, disclose any Confidential Information to any person or entity (except other employees of the Company who have a need to know the information in connection with the performance of their employment duties), or copy, reproduce, modify, decompile or reverse engineer any Confidential Information, or remove any Confidential Information from the Company’s premises, without the prior written consent of the President of the Company, or permit or instruct any other person to do so.  Grantee shall take reasonable precautions to protect the physical security of all documents and other material containing Confidential Information (regardless of the medium on which

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the Confidential Information is stored).  This Agreement applies to all Confidential Information, whether now known or later to become known to Grantee.

(c)Grantee agrees to promptly surrender and deliver to the Company all documents and other written material of any nature containing or pertaining to any Confidential Information and shall not retain any such document or other material, or any copies thereof.  By signing this Agreement, Grantee certifies to the Company in writing that all such materials in his possession, custody, or control have been returned.

(d)As used in this Agreement, the term “Confidential Information” shall mean any information or material known to or used by, or for, the Companies (whether or not owned or developed by the Companies and whether or not developed by Grantee) that is not generally known to the public.  Confidential Information includes, but is not limited to, the Companies’ trade secrets, information that the Companies have marked as confidential or have otherwise described to Grantee (either in writing or orally) as confidential, information concerning products, services, prospective products or services, research, product designs, prices, discounts, costs, marketing plans, marketing techniques, market studies, test data, customers, customer lists and records, suppliers and contracts, business records and plans, personnel files, financial information, information relating to operating system software, application software, software and system methodology, hardware platforms, technical information, inventions, computer programs and listings, source codes, object codes, copyrights and other intellectual property, technical specifications, proprietary information belonging to the Companies, computer hardware or software manuals, training or instruction manuals, and data and computer system passwords and user codes.

3.Inventions.  Grantee shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which were conceived or made by Grantee, solely or jointly with another, during the period of his employment with the Company, or within one year thereafter, if conceived during employment, and which are directly related to the business or activities of the Company and which Grantee conceived as a result of his employment by the Company.  Grantee hereby assigns and agrees to assign all of his interests therein to the Company or its nominee.  Whenever requested to do so by the Company, Grantee shall execute any and all applications, assignments, or other instruments that the Company shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect the Company’s interest therein.

4.Complete Agreement. This Agreement, together with the Retiree Grant Agreement (which is subject to the terms of the Plan), constitute the entire agreements of the parties with respect to the subject matter of this Agreement.  Otherwise, there are no written or oral representations, understandings or agreements with the Company or any of its officers, directors or representatives covering the same subject matter as this Agreement, and this written Agreement is the final, complete and exclusive statement and expression of the agreement between the Company and Grantee and of all the terms of this Agreement, and it cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements.  This written Agreement may not be later modified except by a further writing signed by a duly authorized officer of the Company and Grantee, and no term of this

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Agreement may be waived except by writing signed by the party waiving the benefit of such term.  Without limiting the generality of the foregoing, either party’s failure to insist on strict compliance with this Agreement shall not be deemed a waiver thereof.

5.Notice. Whenever any notice is required hereunder, it shall be given in writing addressed to Grantee and Company at the addresses set forth below their signatures to this Agreement.  Notice shall be deemed given and effective on the earlier of three days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received.  Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph.

6.Severability; Headings.  If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative.  The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define, or limit the extent or intent of, the Agreement, or of any part hereof.

7.Governing Law and Venue.  This Agreement shall in all respects be governed by and interpreted in accordance with the laws of the State of Texas without giving effect to choice of law principals thereof.  Any dispute concerning this agreement shall be resolved solely and exclusively in Tarrant County, Texas.

8.Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective for all purposes as of the Retirement Date.

Basic Energy Services, Inc.
By:	/s/ James E. Tyner
Name:	James E. Tyner
Title:	Vice President, Human Resources
Address:	Basic Energy Services
	801 Cherry Street, Suite 2100
	Fort Worth, TX 76102

GRANTEE
Signature:	/s/ Kenneth V. Huseman
Print Name:	Kenneth V. Huseman

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