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

February 15, 2007

Date of Report (Date of earliest event reported)

COMPLETE PRODUCTION SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-32058	72-1503959
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

11700 Old Katy Road, Suite 300	77079
Houston, Texas	(Zip Code)
(Address of principal executive
offices)

Registrant’s telephone number, including area code: (281) 372-2300

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Incentive Plan Guidelines for Senior Management

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

(e) Compensatory Arrangements of Certain Officers.

Cash Bonuses Awarded under the Management Incentive Plan for the 2006 Fiscal Year.

     The Compensation Committee (the “Compensation Committee”) of the Board of Directors of Complete Production Services, Inc. (the “Company”) approved annual cash bonus awards to its executive officers and members of senior management for the fiscal year ended December 31, 2006. The awards were initially approved by the Compensation Committee on January 26, 2007 but were subject to confirmation and public release of the Company’s financial results for the fiscal year ended December 31, 2006. The cash bonus awards became effective on February 15, 2007 upon such confirmation and public release of the Company’s financial results for the fiscal year ended December 31, 2006. The cash bonus awards were made under the Company’s Management Incentive Plan (the “Bonus Plan”), as more fully described below. The Bonus Plan provided for the payment of the following cash bonuses based upon the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) performing between the “Over Achievement” and “Stretch” levels:

Executive Officers	Title	2006 Cash Bonus Awards
Joseph C. Winkler	President and Chief Executive Officer	$935,220
J. Michael Mayer	Senior Vice President and Chief Financial Officer	$312,939
James F. Maroney III	Vice President, Secretary and General Counsel	$215,820
Kenneth L. Nibling	Vice President – Human Resources and Administration	$202,331
Robert L. Weisgarber	Vice President – Accounting and Controller	$166,361

The Management Incentive Plan.

     The Bonus Plan permits the payment of yearly bonuses based upon pre-established performance criteria for each plan year. The Bonus Plan provides for four levels of performance: “Entry,” “Expected Value,” “Over Achievement” and “Stretch,” with the “Entry” level being the minimum level of performance that will be rewarded by the Bonus Plan and the “Stretch” level being the highest level of performance that will be rewarded by the Bonus Plan. For each calendar year, the Compensation Committee establishes in writing the “Entry,” “Expected Value,” “Over Achievement” and “Stretch” performance levels and potential bonus payouts for each Bonus Plan participant based upon the Company’s EBITDA. Potential bonus payouts are represented as a percentage of each participant’s base salary. The target incentive amount is earned when the “Expected Value” level of performance is reached. Achievement of the “Entry Level” performance level allows a payout of 10% of the target incentive amount, while achievement of the “Over Achievement” performance level allows a payout of 150% of the target incentive amount and achievement of the “Stretch” performance level allows a payout of two times the target incentive amount.

2

     The following table provides the potential bonus payouts to each of the Company’s executive officers in the case of “Entry,” “Expected Value,” “Over Achievement” and “Stretch” performance.

Executive Officers	Title	Potential Cash Bonus Awards
Joseph C. Winkler	President and Chief Executive Officer	An “Entry” payout of 10% of base salary, an “Expected Value” payout of 100% of base salary, an “Over Achievement” payout of 150% of base salary and a “Stretch” payout of 200% of base salary.
J. Michael Mayer	Senior Vice President and Chief Financial Officer	An “Entry” payout of 6% of base salary, an “Expected Value” payout of 60% of base salary, an “Over Achievement” payout of 90% of base salary and a “Stretch” payout of 120% of base salary.
James F. Maroney III	Vice President, Secretary and General Counsel	An “Entry” payout of 5% of base salary, an “Expected Value” payout of 50% of base salary, an “Over Achievement” payout of 75% of base salary and a “Stretch” payout of 100% of base salary.
Kenneth L. Nibling	Vice President – Human Resources and Administration	An “Entry” payout of 5% of base salary, an “Expected Value” payout of 50% of base salary, an “Over Achievement” payout of 75% of base salary and a “Stretch” payout of 100% of base salary.
Robert L. Weisgarber	Vice President – Accounting and Controller	An “Entry” payout of 5% of base salary, an “Expected Value” payout of 50% of base salary, an “Over Achievement” payout of 75% of base salary and a “Stretch” payout of 100% of base salary.

     The performance objectives are expressed in terms of the Company’s financial performance for the Company’s Chief Executive Officer and other executive officers, and are based 25% on the Company’s financial performance and 75% on the performance of individual divisions for division presidents. Following the end of the year in which the performance objectives are to be achieved, the Compensation Committee will, within the time prescribed by Section 162(m) of the Internal Revenue Code, determine whether and to what extent the specified performance objectives have been achieved for the applicable year. The Compensation Committee, in its discretion, may reduce the bonus amount otherwise payable for failure to meet certain non-quantitative performance measures.

     Under the Bonus Plan, if the employment of a participant is terminated prior to the completion of the performance period for any reason except disability, death, retirement, reduction-in-force or a change of control, any rights to any bonus payouts under the Bonus Plan will be forfeited. In the event of termination due to disability, death, retirement or reduction-in-force (which occurs during the fourth quarter of the plan year), a participant may receive a pro-rated award.

     A copy of the Bonus Plan is attached hereto as exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

10.1 Complete Production Services, Inc. Management Incentive Plan Guidelines for Senior Management

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.

	Complete Production Services, Inc.
Date: February 21, 2007	By:	/s/ J. Michael Mayer
		J. Michael Mayer
		Senior Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

COMPLETE PRODUCTION SERVICES, INC.
MANAGEMENT INCENTIVE PLAN GUIDELINES
SENIOR MANAGEMENT

PURPOSE

The Plan is intended to provide incentive compensation awards to participants based on their contribution to the achievement of the total company performance goal in addition to their performance against established operating unit goals and objectives.

COMPENSATION COMMITTEE OF THE BOARD

The Compensation Committee of the Board of Directors has overall authority to approve the design of the Plan and establish the performance objectives of the Plan in conjunction with the Board’s approval of the annual financial plan. The Committee can approve any extraordinary financial gains or losses for inclusion or exclusion in calculating awards. The Committee also approves award levels for the Chief Executive Officer and the other members of senior management and maintains the authority to adjust performance goals and levels for this group in case of divestiture, merger, acquisition, or other unforeseen and unusual events measurably impacting operating results. The Compensation Committee of the Board may terminate and, from time to time, amend any provisions of the Plan and has the authority to terminate the Plan at any time during the Plan Year for any reason. Participants will receive a pro rata percentage of any incentive award based on financial results as of the date of the Plan termination, as determined by the Compensation Committee. Final awards for the CEO and other members of senior management are subject to approval of the Compensation Committee.

LIMITATIONS OF RIGHTS

Nothing contained in this Plan shall be construed to give any participant of the Company any right to any allocations other than at the sole discretion of the Compensation Committee, or its designee, or to limit in any way the right of the Company to terminate a participant’s employment at any time, or be evidence of any agreement or understanding, expressed or implied, that any person will be employed in any particular position or at any particular rate of remuneration. All questions relating to the interpretation and administration of the Plan shall be resolved by the Compensation Committee, or its designee, whose decision shall be binding upon all employees.

Nothing in this Plan shall supersede any rights granted to a participant under a separate employment agreement or other similar arrangement with the Company.

COMPLETE PRODUCTION SERVICES, INC.
MANAGEMENT INCENTIVE PLAN GUIDELINES
SENIOR MANAGEMENT

PARTICIPANTS MUST BE EMPLOYED ON THE DATE THE AWARDS ARE PAID OUT IN ORDER TO BE ELIGIBLE TO RECEIVE AN AWARD.

No employee has an inherent right to be selected for participation in the Plan or to continue as a participant except at the discretion of the Compensation Committee, or its designee.

If the employment of the participant is terminated by the employee or by the Company prior to the completion of the performance period for any reason except disability, death, retirement, reduction-in-force, or change of control, any rights to any incentive award will be forfeited. In the event of termination due to disability, death, retirement, or reduction-in-force (which occurs during the fourth quarter of the plan year), a participant may receive a pro-rated award. An incentive award may not be paid or may be reduced if a participant is not actively at work for extended period of time during the plan year at the discretion of the CEO.

OPERATION OF THE PLAN

The four levels of performance objectives – Entry (E), Expected Value (EV), Over Achievement (OA), and Stretch (S) — are established using the annual financial plan. The Expected Value (EV) performance objective is generally the “Plan”. The Entry level is the minimum level of performance for which the Plan will make an award. Stretch (S) is the highest level of performance that will be rewarded by the Plan.

PERFORMANCE MEASURES

The performance measures will be earnings before interest, taxes, depreciation and amortization (EBITDA). Awards may be split and weighted based on the level of responsibility and degree of impact that the individual has upon the goals. The failure to meet certain non-quantitative performance measures, such as individual performance objectives, may reduce the amount of award as determined by the CEO.

For the CEO and other corporate members of senior management, 100% of the award will be based on the EBITDA results of Complete Production Services, Inc. For the Division Presidents, 25% of the award opportunity will be based on the EBITDA results of Complete Production Services, Inc. and 75% of the award opportunity will be based on Division EBITDA results.

Each participant will receive a letter, which states the specific criteria he/she will be measured on during the performance period. The CEO, with the approval of the Compensation Committee, establishes the performance criteria and final performance results used to determine award amounts.

COMPLETE PRODUCTION SERVICES, INC.
MANAGEMENT INCENTIVE PLAN GUIDELINES
SENIOR MANAGEMENT

INCENTIVE AWARD OPPORTUNITIES

Performance is divided into four award opportunity levels — Entry, Expected Value, Over Achievement and Stretch. The target incentive amount is earned when the Expected Value (100%) of each component is reached. Entry level payout of 10% of the EV for each component is triggered when the Entry level for the performance measure is reached. For Over Achievement payout of 150% to occur, the results must meet the over achievement goal of the financial measure. Stretch results or greater will earn a payout of two times the payout opportunity at EV. Results falling between the stated thresholds of E, EV, OA and S will result in interpolated payout.

PERFORMANCE PERIOD

The Plan’s performance period will be January 1st through December 31st.

INCENTIVE AWARD CALCULATION AND PAYMENTS

Incentive awards will be computed and paid out within 90 days after year-end. Incentive Award percentages will be rounded to the nearest 0.5%. Payment for the full amount of the award earned after required minimum tax withholding will be made by check by the end of March. For the purpose of this Plan, base salary is defined as the participant’s base monthly salary as of December 3lst of the plan year times 12 months.