10.

Incentive Plan

In May 2003, Basic's board of directors and stockholders approved the Basic 2003 Incentive Plan (as amended effective May 26, 2009) (the "Plan"), which provides for granting of incentive awards in the form of stock options, restricted stock, performance awards, bonus shares, phantom shares, cash awards and other stock-based awards to officers, employees, directors and consultants of Basic. The Plan assumed the awards of the plans of Basic's predecessors that were awarded and remained outstanding prior to adoption of the Plan. The Plan provides for the issuance of 8,350,000 shares. Of these shares, approximately 2,356,941 shares are available for grant as of December 31, 2011. The Plan is administered by the Plan committee, and in the absence of a Plan committee, by the Board of Directors, which determines the awards and the associated terms of the awards and interprets its provisions and adopts policies for implementing the Plan. The number of shares authorized under the Plan and the number of shares subject to an award under the Plan will be adjusted for stock splits, stock dividends, recapitalizations, mergers and other changes affecting the capital stock of Basic.

There were no options granted during 2011, 2010 or 2009.

During the years ended December 31, 2011, 2010 and 2009, compensation expense related to share-based arrangements including both restricted stock awards and stock option awards was approximately $8.0 million, $5.7 million and $5.2 million, respectively. For compensation expense recognized during the years ended December 31, 2011, 2010 and 2009, Basic recognized a tax benefit of approximately $3.2 million, $2.1 million and $1.9 million, respectively.

As of December 31, 2011, there was $15.5 million of total unrecognized compensation related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.4 years. The total fair value of share-based awards vested during the years ended December 31, 2011, 2010 and 2009 was approximately $9.1 million, $3.9 million and $4.1 million, respectively. The actual tax benefit realized for the tax deduction from vested share-based awards was $619,000 and $201,000, respectively, for the years ended December 31, 2010 and 2009. During 2011 there was no tax benefit due to the NOL, if there was no NOL the tax benefit would have been $1.4 million.

Stock Option Awards

The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Options granted under the Plan expire ten years from the date they are granted, and generally vest over a three-to-five year service period.

The following table reflects the summary of stock options outstanding at December 31, 2011 and the changes during the twelve months then ended:


	Number of Options Granted			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Instrinsic Value (000's)
Non-statutory stock options:
Outstanding, beginning of period		1,414,450		$	11.44
Options granted		—		$	—
Options forfeited		(5,000	)	$	6.98
Options exercised		(616,000	)	$	7.36
Options expired		(6,000	)	$	26.84

Outstanding, end of period		787,450		$	14.55		3.47	$	5,988

Exercisable, end of period		764,450		$	14.30		3.42	$	5,988

Vested or expected to vest, end of period		787,450		$	14.55		3.47	$	5,988

The total intrinsic value of share options exercised during the years ended December 31, 2011, 2010 and 2009 was approximately $12.4 million, $393,000 and $15,000, respectively.

Cash received from option exercises under the Plan was approximately $4.5 million, $322,000 and $35,000 for the years ended December 31, 2011, 2010 and 2009, respectively. The actual tax benefit realized for the tax deductions from options exercised was $142,000 and $6,000, respectively, for the years ended December 31, 2010 and 2009. During 2011 there was no tax benefit due to the NOL, if there was no NOL the tax benefit would have been $3.7 million.

The Company has a history of issuing treasury and newly-issued shares to satisfy share option exercises.

Restricted Stock Awards

On March 10, 2011, the Compensation Committee of Basic's Board of Directors approved grants of performance-based stock awards to certain members of management. The performance-based awards are tied to Basic's achievement of total stockholder return over the performance period from January 1, 2011 through December 31, 2011, as compared to other members of a defined peer group. The number of shares to be issued will range from 0% to 150% of the 148,683 target number of shares depending on the performance noted above. Any shares earned at the end of the performance period will then remain subject to vesting over a three-year period, with the first shares vesting March 15, 2013. As of December 31, 2011, Basic estimated that 112.5% of the target number of performance-based awards will be earned.

A summary of the status of the Company's non-vested share grants at December 31, 2011 and changes during the year ended December 31, 2011 is presented in the following table:


Nonvested Shares	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Nonvested at beginning of period		1,802,573		$	11.06
Granted during period		686,600			19.48
Vested during period		(343,785	)		13.48
Forfeited during period		(183,217	)		12.87

Nonvested at end of period		1,962,171		$	13.41