{"id":38270,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1997-executive-compensation-plan-boots-amp-amp-coots.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-executive-compensation-plan-boots-amp-amp-coots","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-executive-compensation-plan-boots-amp-amp-coots.html","title":{"rendered":"1997 Executive Compensation Plan &#8211; Boots &#038; Coots International Well Control Inc."},"content":{"rendered":"<pre>                 BOOTS &amp; COOTS INTERNATIONAL WELL CONTROL, INC.\n                        1997 Executive Compensation Plan\n\n\n1.   PURPOSE  OF  THE  PLAN.  This  1997  Executive  Compensation  Stock Plan is\n     ----------------------\n     intended  to  promote  the  interests  of  Boots &amp; Coots International Well\n     Control,  Inc.,  a  Delaware  corporation (the \"Company\"), by providing the\n     employees  of  the Company, who are largely responsible for the management,\n     growth  and  protection  of the business of the Company, with a proprietary\n     interest  in  the  Company.\n\n2.   DEFINITIONS.  As  used  in the Plan, the following definitions apply to the\n     -----------\n     terms  indicated  below:\n\n     (a)  \"Board  of  Directors\"  shall  mean  the Board of Directors of Boots &amp; Coots  International  Well  Control,  Inc.,  a  Delaware  corporation.\n\n     (b)  \"Cause\"  when  used  in  connection  with  the  termination  of  a\n          Participant's  employment with the Company, shall mean the termination\n          of  the  Participant's  employment by the Company by reason of (i) the\n          conviction  of the Participant by a court of competent jurisdiction as\n          to  which  no  further  appeal can be taken of a crime involving moral\n          turpitude;  (ii) the proven commission by the Participant of an act of\n          fraud  upon the Company; (iii) the willful and proven misappropriation\n          of  any  funds or property of the Company by the Participant; (iv) the\n          willful,  continued  and  unreasonable  failure  by the Participant to\n          perform  duties  assigned to him and agreed to by him; (v) the knowing\n          engagement  by  the  Participant  in  any direct, material conflict of\n          interest  with  the  Company  without  compliance  with  the Company's\n          conflict  of interest policy, if any, then in effect; (vi) the knowing\n          engagement  by  the  Participant,  without the written approval of the\n          Board of Directors of the Company, in any activity which competes with\n          the business of the Company or which would result in a material injury\n          to  the Company; or (vii) the knowing engagement in any activity which\n          would  constitute  a  material  violation  of  the  provisions  of the\n          Company's  Policies  and  Procedures  Manual,  if any, then in effect.\n\n     (c)  \"Cash  Bonus\"  shall mean an award of a bonus payable in cash pursuant\n          to  Section  10  hereof.\n\n     (d)  \"Change  in  Control\"  shall  mean:  (1)  a \"change in control\" of the\n          Company,  as that term is contemplated in the federal securities laws;\n          or  (2)  the  occurrence  of  any  of  the  following  events\n\n          (A)  any  Person  becomes,  after the effective date of this Plan, the\n               \"beneficial  owner\"  (as  defined in Rule 13d-3 promulgated under\n               the  Exchange  Act), directly or indirectly, of securities of the\n               Company  representing 20% or more of the combined voting power of\n               the  Company's  then  outstanding  securities; provided, that the\n               acquisition  of additional voting securities, after the effective\n               date of this Plan, by any Person who is, as of the effective date\n               of  this  Plan,  the beneficial owner, directly or indirectly, of\n               20%  or  more  of the combined voting power of the Company's then\n               outstanding  securities,  shall  not  constitute  a  \"Change  in\n               Control\"  of  the  Company  for  purposes  of  this Section 2(d).\n          (B)  a  majority  of  individuals  who  are  nominated by the Board of\n               Directors  for  election  to  the Board of Directors on any date,\n               fail  to  be  elected  to  the  Board of Directors as a direct or\n               indirect  result  of  any  proxy  fight or contested election for\n               positions  on  the  Board  of  Directors,  or\n\n     (e)  \"Code\"  shall  mean the Internal Revenue Code of 1986, as amended from\n          time  to  time.\n\n     (f)  \"Committee\"  shall  mean  the  Compensation  Committee of the Board of\n          Directors  or  such  other  committee  as the Board of Directors shall\n          appoint  from  time  to  time  to  administer  the  Plan.\n\n\n                                     Page 1\n\n     (g)  \"Common  Stock\"  shall mean the Company's Common Stock, par value $.01\n          per  share.\n\n     (h)  \"Company\" shall mean Boots &amp; Coots International Well Control, Inc., a\n          Delaware  corporation,  and  each  of  its  Subsidiaries,  and  its\n          successors.\n\n     (i)  \"Exchange  Act\"  shall  mean  the  Securities Exchange Act of 1934, as\n          amended  from  time  to  time.\n\n     (j)  the  \"Fair  Market Value\" of a share of Common Stock on any date shall\n          be  (i)  the  closing sale price on the immediately preceding business\n          day of a share of Common Stock as reported on the principal securities\n          exchange  on  which shares of Common Stock are then listed or admitted\n          to  trading or (ii) if not so reported, the average of the closing bid\n          and  asked  prices  for  a  share  of  Common Stock on the immediately\n          preceding  business  day  as  quoted  on  the  National Association of\n          Securities  Dealers  Automated Quotation System (\"NASDAQ\") or (iii) if\n          not  quoted on NASDAQ, the average of the closing bid and asked prices\n          for  a  share  of  Common  Stock  as  quoted by the National Quotation\n          Bureau's  \"Pink  Sheets\"  or  the  National  Association of Securities\n          Dealers'  OTC Bulletin Board System. If the price of a share of Common\n          Stock  shall  not  be so reported, the Fair Market Value of a share of\n          Common  Stock  shall  be  determined  by the Committee in its absolute\n          discretion.\n\n     (k)  \"Incentive Award\" shall mean an Option, a share of Restricted Stock, a\n          share  of  Phantom Stock, a Stock Bonus or Cash Bonus granted pursuant\n          to  the  terms  of  the  Plan.\n\n     (l)  \"Incentive  Stock  Option\" shall mean an Option which is an \"incentive\n          stock  option\" within the meaning of Section 422 of the Code and which\n          is  identified  as an Incentive Stock Option in the agreement by which\n          it  is  evidenced.\n\n     (m)  \"Issue Date\" shall mean the date established by the Committee on which\n          certificates  representing  shares of Restricted Stock shall be issued\n          by  the  Company  pursuant  to  the  terms  of  Section  7(d)  hereof.\n\n     (n)  \"Non-Qualified  Stock  Option\"  shall  mean  an Option which is not an\n          Incentive  Stock  Option  and  which  is identified as a Non-Qualified\n          Stock  Option  in  the  agreement  by  which  it  is  evidenced.\n\n     (o)  \"Option\"  shall  mean  an option to purchase shares of Common Stock of\n          the Company granted pursuant to Section 6 hereof. Each Option shall be\n          identified  as  either  an  Incentive  Stock Option or a Non-Qualified\n          Stock  Option  in  the  agreement  by  which  it  is  evidenced.\n\n     (p)  \"Participant\"  shall  mean  a full-time employee of the Company who is\n          eligible  to participate in the Plan and to whom an Incentive Award is\n          granted  pursuant  to  the  Plan, and, upon his death, his successors,\n          heirs,  executors  and  administrators,  as  the 2 case may be, to the\n          extent  permitted  hereby.\n\n     (q)  \"Person\" shall mean a \"person,\" as such term is used in Sections 13(d)\n          and 14(d) of the Exchange Act, and the rules and regulations in effect\n          from  time  to  time  thereunder.\n\n     (r)  a  share  of  \"Phantom  Stock\" shall represent the right to receive in\n          cash  the Fair Market Value of a share of Common Stock of the Company,\n          which right is granted pursuant to Section 8 hereof and subject to the\n          terms  and  conditions  contained  therein.\n\n     (s)  \"Plan\"  shall  mean the Boots &amp; Coots International Well Control, Inc.\n          1997  Executive  Compensation  Plan, as it may be amended from time to\n          time.\n\n     (t)  \"Qualified  Domestic  Relations Order\" shall mean a qualified domestic\n          relations  order  as  defined  in the Code, in Title I of the Employee\n          Retirement Income Security Act, or in the rules\n\n\n                                     Page 2\n\n          and  regulations  as  may  be  in effect from time to time thereunder.\n\n     (u)  a share of \"Restricted Stock\" shall mean a share of Common Stock which\n          is  granted  pursuant  to  the  terms of Section 7 hereof and which is\n          subject  to  the  restrictions set forth in Section 7(c) hereof for so\n          long  as  such  restrictions  continue  to  apply  to  such  share.\n\n     (v)  \"Securities  Act\"  shall  mean  the Securities Act of 1933, as amended\n          from  time  to  time.\n\n     (w)  \"Stock  Bonus\"  shall  mean  a  grant  of a bonus payable in shares of\n          Common  Stock  pursuant  to  Section  9  hereof.\n\n     (x)  \"Subsidiary\"  or \"Subsidiaries\" shall mean any and all corporations in\n          which  at the pertinent time the Company owns, directly or indirectly,\n          stock  vested  with  50% or more of the total combined voting power of\n          all  classes  of  stock  of  such  corporations  within the meaning of\n          Section  424(f)  of  the  Code.\n\n     (y)  \"Vesting  Date\"  shall  mean  the date established by the Committee on\n          which  a  share  of  Restricted  Stock  or  Phantom  Stock  may  vest.\n\n3.   STOCK  SUBJECT  TO  THE  PLAN.  Under  the Plan, the Committee may grant to\n     -----------------------------\n     Participants  (i) Options, (ii) shares of Restricted Stock, (iii) shares of\n     Phantom  Stock,  (iv) Stock Bonuses and (v) Cash Bonuses. The Committee may\n     grant  Options,  shares  of  Restricted  Stock, shares of Phantom Stock and\n     Stock  Bonuses  under the Plan with respect to a number of shares of Common\n     Stock that in the aggregate at any time does not exceed 1,475,000 shares of\n     Common  Stock.  The  grant  of  a Cash Bonus shall not reduce the number of\n     shares  of Common Stock with respect to which Options, shares of Restricted\n     Stock,  shares of Phantom Stock or Stock Bonuses may be granted pursuant to\n     the  Plan. If any outstanding Option expires, terminates or is canceled for\n     any  reason,  the shares of Common Stock subject to the unexercised portion\n     of  such  Option  shall again be available for grant under the Plan. If any\n     shares  of Restricted Stock or Phantom Stock, or any shares of Common Stock\n     granted  in  a  Stock  Bonus are forfeited or canceled for any reason, such\n     shares  shall again be available for grant under the Plan. Shares of Common\n     Stock  issued under the Plan may be either newly issued or treasury shares,\n     at  the  discretion  of  the  Committee.\n\n4.   ADMINISTRATION  OF  THE  PLAN.  The  Plan  shall  be  administered  by  the\n     -----------------------------\n     Compensation  Committee of the Board of Directors consisting of two or more\n     persons,  each of whom shall be a \"disinterested person\" within the meaning\n     of  Rule  16b-3(c)(2)(i)  promulgated under Section 16 of the Exchange Act.\n     The  Committee  shall  from  time  to  time designate the executives of the\n     Company  who  shall  be granted Incentive Awards and the amount and type of\n     such  Incentive  Awards.  The  Committee  shall  have  full  authority  to\n     administer  the  Plan,  including  authority  to interpret and construe any\n     provision  of the Plan and the terms of any Incentive Award issued under it\n     and  to  adopt  such rules and regulations for administering the Plan as it\n     may  deem  necessary. Decisions of the Committee shall be final and binding\n     on  all  parties.  The  Committee  may,  in  its  absolute  discretion  (i)\n     accelerate  the  date  on  which  any Option granted under the Plan becomes\n     exercisable,  (ii)  extend  the  date on which any Option granted under the\n     Plan  ceases  to be exercisable, (iii) accelerate the Vesting Date or Issue\n     Date,  or waive any condition imposed pursuant to Section 7(b) hereof, with\n     respect  to  any  share of Restricted Stock granted under the Plan and (iv)\n     accelerate  the  Vesting  Date  or  waive any condition imposed pursuant to\n     Section  8 hereof, with respect to any share of Phantom Stock granted under\n     the Plan. In addition, the Committee may, in its absolute discretion, grant\n     Incentive  Awards  to  Participants on the condition that such Participants\n     surrender  to  the  Committee  for cancellation such other Incentive Awards\n     (including,  without  limitation,  Incentive  Awards  with  higher exercise\n     prices)  as  the  Committee  specifies.  Notwithstanding  Section 3 hereof,\n     Incentive  Awards  granted  on  the  condition  of\n\n\n                                     Page 3\n\n     surrender  of  outstanding  Incentive  Awards  shall  not count against the\n     limits set forth in such Section 3 until such time as such Incentive Awards\n     are  surrendered.  Whether  an  authorized  leave of absence, or absence in\n     military  or government service, shall constitute termination of employment\n     shall  be determined by the Committee in its absolute discretion. No member\n     of the Committee shall be liable for any action, omission, or determination\n     relating  to  the  Plan,  and the Company shall indemnify and hold harmless\n     each  member  of  the  Committee and each other director or employee of the\n     Company  to  whom  any  duty  or  power  relating  to the administration or\n     interpretation  of the Plan has been delegated from and against any cost or\n     expense (including attorneys' fees) or liability (including any sum paid in\n     settlement  of  a  claim with the approval of the Committee) arising out of\n     any  action,  omission  or  determination  relating to the Plan, unless, in\n     either  case,  such  action, omission or determination was taken or made by\n     such  member,  director  or  employee  in  bad faith and without reasonable\n     belief  that  it  was  in  the  best  interests  of  the  Company.\n\n5.   ELIGIBILITY.  The persons who shall be eligible to receive Incentive Awards\n     -----------\n     pursuant  to  the  Plan shall be such full-time executive, employees of the\n     Company  as  the  Committee,  in its absolute discretion, shall select from\n     time  to  time.\n\n6.   OPTIONS.  The  Committee  may  grant  Options  pursuant  to the Plan, which\n     -------\n     Options  shall  be  evidenced  by  agreements in such form as the Committee\n     shall  from  time to time approve. Options shall comply with and be subject\n     to  the  following  terms  and  conditions:\n\n     (a)  Identification  of Options All Options granted under the Plan shall be\n          clearly  identified in the agreement evidencing such Options as either\n          Incentive  Stock  Options  or  as  Non-Qualified  Stock  Options.\n\n     (b)  Exercise  Price  The  exercise price of any Non-Qualified Stock Option\n          granted  under  the  Plan  shall  be such price as the Committee shall\n          determine  on  the  date  on  which such Non-Qualified Stock Option is\n          granted;  provided,  that  such price may not be less than the minimum\n          price  required by law. Except as provided in Section 6(d) hereof, the\n          exercise  price  of  any Incentive Stock Option granted under the Plan\n          shall  be  not  less  than 100% of the Fair Market Value of a share of\n          Common  Stock  on  the  date  on  which such Incentive Stock Option is\n          granted.\n\n     (c)  Term  and  Exercise  of  Options\n          (1)  Each  Option  shall  be exercisable on such date or dates, during\n               such  period  and  for  such  number of shares of Common Stock as\n               shall  be  determined  by  the Committee on the day on which such\n               Option  is  granted and set forth in the agreement evidencing the\n               Option;  provided,  however,  that no Option shall be exercisable\n               after  the  expiration of ten years from the date such Option was\n               granted;  and,  provided,  further,  that  each  Option  shall be\n               subject  to  earlier  termination,  expiration or cancellation as\n               provided  in  the  Plan.\n\n          (2)  Each Option shall be exercisable in whole or in part with respect\n               to  whole  shares  of  Common  Stock.  The partial exercise of an\n               Option  shall  not  cause  the  expiration,  termination  or\n               cancellation  of  the remaining portion thereof. Upon the partial\n               exercise of an Option, the agreement evidencing such Option shall\n               be  returned  to  the Participant exercising such Option together\n               with  the  delivery  of  the  certificates  described  in Section\n               6(c)(5)  hereof.\n\n\n                                     Page 4\n\n          (3)  An  Option  shall  be  exercised  by  delivering  notice  to  the\n               Company's principal office, to the attention of its Secretary, no\n               fewer than five business days in advance of the effective date of\n               the  proposed  exercise.  Such notice shall be accompanied by the\n               agreement  evidencing  the  Option,  shall  specify the number of\n               shares  of Common Stock with respect to which the Option is being\n               exercised  and  the  effective date of the proposed exercise, and\n               shall  be signed by the Participant. The Participant may withdraw\n               such  notice  at  any  time prior to the close of business on the\n               business  day  immediately  preceding  the  effective date of the\n               proposed exercise, in which case such agreement shall be returned\n               to  the Participant. Payment for shares of Common Stock purchased\n               upon  the  exercise  of  an Option shall be made on the effective\n               date  of  such  exercise  either (i) in cash, by certified check,\n               bank  cashier's  check  or  wire  transfer or (ii) subject to the\n               approval of the Committee, in shares of Common Stock owned by the\n               Participant  and  valued  at  their  Fair  Market  Value  on  the\n               effective  date  of  such  exercise, or (iii) partly in shares of\n               Common  Stock  with the balance in cash, by certified check, bank\n               cashier's check or wire transfer. Any payment in shares of Common\n               Stock  shall  be  effected  by the delivery of such shares to the\n               Secretary  of  the Company, duly endorsed in blank or accompanied\n               by  stock  powers duly executed in blank, together with any other\n               documents  and  evidences  as  the Secretary of the Company shall\n               require  from  time  to  time.\n\n          (4)  Any  Option  granted  under  the  Plan  may  be  exercised  by  a\n               broker-dealer  acting  on  behalf  of  a  Participant  if (i) the\n               broker-dealer  has received from the Participant or the Company a\n               duly  endorsed  agreement evidencing such Option and instructions\n               signed  by  the Participant requesting the Company to deliver the\n               shares  of  Common  Stock  subject  to  such  Option  to  the\n               broker-dealer  on  behalf  of  the Participant and specifying the\n               account into which such shares should be deposited, (ii) adequate\n               provision  has  been  made  with  respect  to  the payment of any\n               withholding  taxes  due  upon  such  exercise  and  (iii)  the\n               broker-dealer  and  the  Participant have otherwise complied with\n               Section  220.3(e)(4)  of  Regulation  T,  12  CFR  Part  220.\n\n          (5)  Certificates  for  shares  of  Common  Stock  purchased  upon the\n               exercise  of  an  Option  shall  be  issued  in  the  name of the\n               Participant  and  delivered  to  the  Participant  as  soon  as\n               practicable  following  the effective date on which the Option is\n               exercised;  provided,  however,  that  such  delivery  shall  be\n               effected  for  all  purposes  when  a stock transfer agent of the\n               Company  shall  have  deposited  such  certificates in the United\n               States  mail,  addressed  to  the  Participant.\n\n          (6)  During  the  lifetime of a Participant each Option granted to him\n               shall  be  exercisable only by him. No Option shall be assignable\n               or  transferable otherwise than by will or by the laws of descent\n               and  distribution.\n\n     (d)  Limitations  on  Grant  of  Incentive  Stock  Options\n          (1)  The  aggregate  Fair  Market Value of shares of Common Stock with\n               respect to which \"incentive stock options\" (within the meaning of\n               Section  422,  without  regard to Section 422(d) of the Code) are\n               exercisable  for  the  first  time  by  a  Participant during any\n               calendar  year under the Plan (and any other stock option plan of\n               the  Company,  or  any subsidiary of the Company shall not exceed\n               $100,000.  Such  Fair  Market Value shall be determined as of the\n               date  on  which  each  such Incentive Stock Option is granted. If\n               such  aggregate  Fair  Market  Value  of  shares  of Common Stock\n               underlying  such  Incentive  Stock Options\n\n\n                                     Page 5\n\n               exceeds  $100,000, then Incentive Stock Options granted hereunder\n               to  such  Participant  shall,  to  the  extent  and  in the order\n               required  by Regulations promulgated under the Code (or any other\n               authority  having  the  force  of  Regulations), automatically be\n               deemed to be Non-Qualified Stock Options, but all other terms and\n               provisions  of  such  Incentive  Stock  Options  shall  remain\n               unchanged. In the absence of such Regulations (and authority), or\n               if  such  Regulations  (or  authority)  require  or  permit  a\n               designation  of  the  options  which  shall  cease  to constitute\n               Incentive  Stock  Options,  Incentive Stock Options shall, to the\n               extent  of  such  excess  and  in  the  order  in which they were\n               granted,  automatically  be  deemed  to  be  Non-Qualified  Stock\n               Options,  but  all  other  terms and provisions of such Incentive\n               Stock  Options  shall  remain  unchanged.\n\n          (2)  No  Incentive Stock Option may be granted to an individual if, at\n               the time of the proposed grant, such individual owns, directly or\n               indirectly  (based  on the attribution rules in Section 424(d) of\n               the  Code)  stock  possessing  more than ten percent of the total\n               combined  voting  power of all classes of stock of the Company or\n               any  of  its  subsidiaries, unless (i) the exercise price of such\n               Incentive  Stock Option is at least 110% of the Fair Market Value\n               of  a  share  of  Common  Stock  at the time such Incentive Stock\n               Option  is  granted  and  (ii) such Incentive Stock Option is not\n               exercisable after the expiration of five years from the date such\n               Incentive  Stock  Option  is  granted\n\n     (e)  Effect  of  Termination  of  Employment\n          (1)  If  the  employment  of  a  Participant  with  the  Company shall\n               terminate  for  any reason other than Cause, \"permanent and total\n               disability  (within  the meaning of Section 22(e)(3) of the Code)\n               or  the  death  of  the  Participant  (i) Options granted to such\n               Participant, to the extent that they were exercisable at the time\n               of  such  termination,  shall  remain  exercisable  until  the\n               expiration  of  one  month  after such termination, on which date\n               they  shall expire, and (ii) Options granted to such Participant,\n               to  the extent that they were not exercisable at the time of such\n               termination, shall expire at the close of business on the date of\n               such  termination;  provided,  however,  that  no Option shall be\n               exercisable  after  the  expiration  of  its  term.\n\n          (2)  If  the  employment  of  a  Participant  with  the  Company shall\n               terminate  as  a  result  of  the \"permanent and total disability\n               (within  the  meaning  of  Section  22(e)(3)  of the Code) of the\n               Participant,  the  voluntary  retirement  of  the  Participant in\n               accordance with the Company's retirement policy as then in effect\n               or  the  death  of  the  Participant  (i) Options granted to such\n               Participant, to the extent that they were exercisable at the time\n               of  such  termination,  shall  remain  exercisable  until  the\n               expiration of one year after such termination, on which date they\n               shall  expire,  and  (ii) Options granted to such Participant, to\n               the  extent  that  they  were not exercisable at the time of such\n               termination, shall expire at the close of business on the date of\n               such  termination;  provided,  however,  that  no Option shall be\n               exercisable  after  the  expiration  of  its  term.\n\n          (3)  In the event of the termination of a Participant's employment for\n               Cause,  all outstanding Options granted to such Participant shall\n               expire  at  the  commencement  of  business  on  the date of such\n               termination.\n\n     (f)  Acceleration  of  Exercise  Date  Upon  Change  in  Control  Upon  the\n          occurrence  of a Change in Control, each Option granted under the Plan\n          and  outstanding  at  such  time  shall  become  fully and immediately\n          exercisable  and  shall  remain  exercisable  until  its  expiration,\n          termination  or\n\n\n                                     Page 6\n\n          cancellation  pursuant  to  the  terms  of  the  Plan.\n\n\n7.   RESTRICTED  STOCK.  The  Committee  may  grant  shares  of Restricted Stock\n     -----------------\n     pursuant  to  the  Plan.  Each grant of shares of Restricted Stock shall be\n     evidenced  by an agreement in such form as the Committee shall from time to\n     time  approve.  Each  grant of shares of Restricted Stock shall comply with\n     and  be  subject  to  the  following  terms  and  conditions:\n\n     (a)  Issue  Date  and  Vesting  Date  At the time of the grant of shares of\n          Restricted Stock, the Committee shall establish an Issue Date or Issue\n          Dates and a Vesting Date or Vesting Dates with respect to such shares.\n          The  Committee  may  divide  such  shares  into  classes  and assign a\n          different  Issue  Date  and\/or  Vesting Date for each class. Except as\n          provided  in Sections 7(c) and 7(f) hereof, upon the occurrence of the\n          Issue  Date  with  respect  to a share of Restricted Stock, a share of\n          Restricted  Stock shall be issued in accordance with the provisions of\n          Section  7(d) hereof. Provided that all conditions to the vesting of a\n          share  of Restricted Stock imposed pursuant to Section 7(b) hereof are\n          satisfied,  and  except  as provided in Sections 7(c) and 7(f) hereof,\n          upon  the  occurrence  of  the Vesting Date with respect to a share of\n          Restricted  Stock,  such  share  shall  vest  and  the restrictions of\n          Section  7(c)  hereof  shall  cease  to  apply  to  such  share.\n\n     (b)  Conditions to Vesting At the time of the grant of shares of Restricted\n          Stock,  the  Committee may impose such restrictions or conditions, not\n          inconsistent with the provisions hereof, to the vesting of such shares\n          as  it in its absolute discretion deems appropriate. By way of example\n          and  not  by  way  of  limitation,  the  Committee  may  require, as a\n          condition  to  the  vesting  of  any  class  or  classes  of shares of\n          Restricted  Stock, that the Participant or the Company achieve certain\n          performance  criteria,  such criteria to be specified by the Committee\n          at  the  time  of  the  grant  of  such  shares.\n\n     (c)  Restrictions  on  Transfer  Prior to Vesting Prior to the vesting of a\n          share  of Restricted Stock, no transfer of a Participant's rights with\n          respect  to such share, whether voluntary or involuntary, by operation\n          of  law  or  otherwise, shall vest the transferee with any interest or\n          right  in  or  with  respect  to  such share, but immediately upon any\n          attempt  to  transfer  such  fights, such share, and all of the rights\n          related  thereto,  shall  be  forfeited  by  the  Participant  and the\n          transfer  shall  be  of  no  force  or  effect.\n\n     (d)  Issuance  of  Certificates\n          (1)  Except  as  provided  in Sections 7(c) or 7(f) hereof, reasonably\n               promptly  after  the  Issue  Date  with  respect  to  shares  of\n               Restricted  Stock,  the  Company shall cause to be issued a stock\n               certificate,  registered  in  the name of the Participant to whom\n               such  shares were granted, evidencing such shares: provided, that\n               the  Company  shall  not  cause  to  be  issued  such  a  stock\n               certificates  unless  it has received a stock power duly endorsed\n               in blank with respect to such shares. Each such stock certificate\n               shall  bear  the  following  legend:  The transferability of this\n               certificate  and  the  shares  of  stock  represented  hereby are\n               subject  to  the  restrictions,  terms  and conditions (including\n               forfeiture  and  restrictions  against transfer) contained in the\n               Boots  &amp; Coots International Well Control, Inc., --1997 Executive\n               Stock  Plan  and an Agreement entered into between the registered\n               owner  of  such  shares  and  the Company. A copy of the Plan and\n               Agreement  is  on  file  in the office of the Secretary of Boot &amp; Coots  International  Well Control, Inc., 777 Post Oak Boulevard,\n               8th Floor, Houston, Texas 77056. Such legend shall not be removed\n               from  the  certificate  evidencing  such shares until such shares\n               vest  pursuant  to  the  terms  hereof.\n\n          (2)  Each  certificate  issued  pursuant to Paragraph 7 (d)(1) hereof,\n               together  with  the  stock\n\n\n                                     Page 7\n\n               powers  relating  to  the shares of Restricted Stock evidenced by\n               such certificate, shall be held by the Company. The Company shall\n               issue  to  the  Participant a receipt evidencing the certificates\n               held  by  it which are registered in the name of the Participant.\n\n     (e)  Consequences  Upon  Vesting. Upon the vesting of a share of Restricted\n          Stock  pursuant  to the terms hereof, the restrictions of Section 7(c)\n          hereof shall cease to apply to such share. Reasonably promptly after a\n          share  of  Restricted  Stock  vests  pursuant to the terms hereof, the\n          Company  shall  cause to be issued and delivered to the Participant to\n          whom  such  shares  were granted, a certificate evidencing such share,\n          free  of  the  legend set forth in Paragraph 7 (d)(1) hereof, together\n          with any other property of the Participant held by Company pursuant to\n          Section  7(d)  hereof,  provided, however, that such delivery shall be\n          effected  for  all purposes when the Company shall have deposited such\n          certificate and other property in the United States mail, addressed to\n          the  Participant.\n\n     (f)  Effect  of  Termination  of  Employment.\n          (1)  If  the  employment  of  a  Participant  with  the  Company shall\n               terminate for any reason other than Cause prior to the vesting of\n               shares of Restricted Stock granted to such Participant, a portion\n               of  such  shares,  to  the extent not forfeited or canceled on or\n               prior to such termination pursuant to any provision hereof, shall\n               vest  on the date of such termination. The portion referred to in\n               the  preceding  sentence  shall be determined by the Committee at\n               the  time of the grant of such shares of Restricted Stock and may\n               be  based  on  the  achievement  of any conditions imposed by the\n               Committee  with  respect to such shares pursuant to Section 7(b).\n               Such  portion  may  equal  zero.\n\n          (2)  In the event of the termination of a Participant's employment for\n               Cause, all shares of Restricted Stock granted to such Participant\n               which  have  not  vested as of the date of such termination shall\n               immediately  be  forfeited.\n\n     (g)  Effect  of  Change  in  Control.  Upon  the  occurrence of a Change in\n          Control,  all  shares  of  Restricted Stock which have not theretofore\n          vested  (including  those with respect to which the Issue Date has not\n          yet  occurred)  shall  immediately  vest.\n\n8.   PHANTOM  STOCK. The Committee may grant shares of Phantom Stock pursuant to\n     --------------\n     the  Plan.  Each  grant of shares of Phantom Stock shall be evidenced by an\n     agreement  in  such  form as the Committee shall from time to time approve.\n     Each  grant  of shares of Phantom Stock shall comply with and be subject to\n     the  following  terms  and  conditions:\n\n     (a)  Vesting Date. At the time of the grant of shares of Phantom Stock, the\n          Committee shall establish a Vesting Date or Vesting Dates with respect\n          to  such shares. The Committee may divide such shares into classes and\n          assign  a  different  Vesting  Date  for each class. Provided that all\n          conditions to the vesting of a share of Phantom Stock imposed pursuant\n          to  Section  8(c)  hereof  are  satisfied,  and  except as provided in\n          Section  8(d)  hereof,  upon  the  occurrence of the Vesting Date with\n          respect  to  a  share  of  Phantom  Stock,  such  share  shall  vest.\n\n     (b)  Benefit  Upon Vesting. Upon the vesting of a share of Phantom Stock, a\n          Participant  shall  be  entitled to receive in cash, within 90 days of\n          the  date  on  which such share vests, an amount in cash in a lump sum\n          equal  to  the  sum  of (i) the Fair Market Value of a share of Common\n          Stock  of the Company on the date on which such share of Phantom Stock\n          vests  and  (ii)  the  aggregate  amount  of  cash dividends paid with\n          respect  to  a  share of Common Stock of the Company during the period\n          commencing on the date on which the share of Phantom Stock\n\n\n                                     Page 8\n\n          was  granted  and  terminating  on the date on which such share vests.\n\n     (c)  Conditions  to  Vesting. At the time of the grant of shares of Phantom\n          Stock,  the  Committee may impose such restrictions or conditions, not\n          inconsistent with the provisions hereof, to the vesting of such shares\n          as it, in its absolute discretion deems appropriate. By way of example\n          and  not  by  way  of  limitation,  the  Committee  may  require, as a\n          condition  to the vesting of any class or classes of shares of Phantom\n          Stock, that the Participant or the Company achieve certain performance\n          criteria,  such  criteria to be specified by the Committee at the time\n          of  the  grant  of  such  shares.\n\n     (d)  Effect  of  Termination  of  Employment.\n          (1)  If  the  employment  of  a  Participant  with  the  Company shall\n               terminate for any reason other than Cause prior to the vesting of\n               shares  of Phantom Stock granted to such Participant a portion of\n               such  shares, to the extent not forfeited or canceled on or prior\n               to  such termination pursuant to any provision hereof, shall vest\n               on  the  date of such termination. The portion referred to in the\n               preceding  sentence  shall  be determined by the Committee at the\n               time  of  the  grant  of  such shares of Phantom Stock and may be\n               based  on  the  achievement  of  any  conditions  imposed  by the\n               Committee  with  respect to such shares pursuant to Section 8(c).\n               Such  portion  may  equal  zero.\n\n          (2)  In the event of the termination of a Participant's employment for\n               Cause,  all  shares  of Phantom Stock granted to such Participant\n               which  have  not  vested as of the date of such termination shall\n               immediately  be  forfeited.\n\n     (e)  Effect  of  Change  in  Control  Upon  the  occurrence  of a Change in\n          Control, all shares of Phantom Stock which have not theretofore vested\n          shall  immediately  vest.\n\n9.   STOCK  BONUSES.  The Committee may, in its absolute discretion, grant Stock\n     --------------\n     Bonuses  in  such  amounts as it shall determine from time to time. A Stock\n     Bonus  shall  be  paid  at  such time and subject to such conditions as the\n     Committee  shall  determine  at  the time of the grant of such Stock Bonus.\n     Certificates  for  shares of Common Stock granted as a Stock Bonus shall be\n     issued  in  the  name  of  the  Participant to whom such grant was made and\n     delivered  to  such  Participant  as  soon as practicable after the date on\n     which  such  Stock  Bonus  is  required  to  be  paid.\n\n10.  CASH  BONUSES.  The  Committee  may,  in  its absolute discretion, grant in\n     -------------\n     connection with any grant of Restricted Stock or Stock Bonus or at any time\n     thereafter,  a  cash  bonus,  payable  promptly after the date on which the\n     Participant is required to recognize income for federal income tax purposes\n     in connection with such Restricted Stock or Stock Bonus, in such amounts as\n     the Committee shall determine from time to time; provided, however, that in\n     no  event  shall the amount of a Cash Bonus exceed the Fair Market Value of\n     the  related shares of Restricted Stock or Stock Bonus on such date. A Cash\n     Bonus  shall be subject to such conditions as the Committee shall determine\n     at  the  time  of  the  grant  of  such  Cash  Bonus.\n\n11.  ADJUSTMENT  UPON  CHANGES  IN  COMMON  STOCK.\n     ---------------------------------------------\n\n     (a)  Outstanding Restricted Stock and Phantom Stock Unless the Committee in\n          its  absolute  discretion  otherwise  determines,  if  a  Participant\n          receives any securities or other property (including dividends paid in\n          cash) with respect to a share of Restricted Stock, the Issue Date with\n          respect  to which occurs prior to such event, but which has not vested\n          as of the date of such event, as a result of any dividend, stock split\n          recapitalization,  merger,  consolidation,  combination,  exchange  of\n          shares  or  otherwise, such securities or other property will not vest\n\n\n                                     Page 9\n\n          until  such  share of Restricted Stock vests, and shall be held by the\n          Company  pursuant to Paragraph 7 (d) (2) hereof. The Committee may, in\n          its  absolute  discretion,  adjust  any  grant of shares of Restricted\n          Stock, the Issue Date with respect to which has not occurred as of the\n          date of the occurrence of any of the following events, or any grant of\n          shares  of  Phantom  Stock,  to  reflect  any  dividend,  stock split,\n          recapitalization,  merger,  consolidation,  combination,  exchange  of\n          shares  or  similar  corporate  change  as  the  Committee  may  deem\n          appropriate  to  prevent  the  enlargement  or  dilution  of rights of\n          Participants  under  the  grant.\n\n     (b)  Outstanding  Options,  Increase  or  Decrease in Issued Shares Without\n          Consideration.  Subject  to any required action by the shareholders of\n          the Company, in the event of any increase or decrease in the number of\n          issued  shares  of  Common  Stock  resulting  from  a  subdivision  or\n          consolidation  of  shares  of  Common  Stock or the payment of a stock\n          dividend  (but  only  on  the  shares  of  Common Stock), or any other\n          increase  or  decrease  in  the number of such shares effected without\n          receipt  of  consideration  by  the  Company,  the  Committee  shall\n          proportionally  adjust the number of shares and the exercise price per\n          share  of  Common  Stock  subject  to  each  outstanding  Option.\n\n     (c)  Outstanding Options, Certain Mergers Subject to any required action by\n          the shareholders of the Company, if the Company shall be the surviving\n          corporation  in  any  merger  or  consolidation  (except  a  merger of\n          consolidation  as  a  result  of which the holders of shares of Common\n          Stock  receive  securities  of  another  corporation),  each  Option\n          outstanding  on the date of such merger or consolidation shall entitle\n          the Participant to acquire upon exercise the securities which a holder\n          of  the  number of shares of Common Stock subject to such Option would\n          have  received  in  such  merger  or  consolidation.\n\n     (d)  Outstanding  Options,  Certain  Other  Transactions  In the event of a\n          dissolution  or  liquidation  of  the  Company,  a  sale  of  all  or\n          substantially  all  of the Company's assets, a merger or consolidation\n          involving  the  Company  in  which  the  Company  is not the surviving\n          corporation  or  a  merger  or  consolidation involving the Company in\n          which  the  Company  is  the  surviving corporation but the holders of\n          shares  of  Common  Stock  receive  securities  of another corporation\n          and\/or  other  property,  including  cash, the Committee shall, in its\n          absolute  discretion,  have  the  power  to:\n          (1)  cancel,  effective  immediately  prior  to the occurrence of such\n               event,  each  Option  outstanding immediately prior to such event\n               (whether  or not then exercisable), and, in full consideration of\n               such cancellation, pay to the Participant to whom such Option was\n               granted an amount in cash, for each share of Common Stock subject\n               to  such  Option  equal  to  the  excess  of  (A)  the  value, as\n               determined  by  the  Committee in its absolute discretion, of the\n               property  (including  cash)  received by the holder of a share of\n               Common  Stock  as  a  result  of such event over (B) the exercise\n               price  of  such  Option;  or\n\n          (2)  provide  for  the exchange of each Option outstanding immediately\n               prior  to  such  event  (whether  or not then exercisable) for an\n               option  on  some  or all of the property for which such Option is\n               exchanged  and, incident thereto, make an equitable adjustment as\n               determined  by  the  Committee  in its absolute discretion in the\n               exercise  price  of the option, or the number of shares or amount\n               of property subject to the option or, if appropriate, provide for\n               a cash payment to the Participant to whom such Option was granted\n               in  partial  consideration  for  the  exchange  of  the  Option.\n\n     (e)  Outstanding  Options.  Other Changes In the event of any change in the\n          capitalization  of  the  Company  or corporate change other than those\n          specifically  referred  to  in  Sections 11(b), (c) or (d) hereof, the\n          Committee  may,  in  its absolute discretion, make such adjustments in\n          the\n\n\n                                    Page 10\n\n          number  and class of shares subject to Options outstanding on the date\n          on  which  such  change  occurs and in the per share exercise price of\n          each  such Option as the Committee may consider appropriate to prevent\n          dilution  or  enlargement  of  rights.\n\n     (f)  No  Other  Rights  Except  as  expressly  provided  in  the  Plan,  no\n          Participant  shall  have  any  rights  by reason of any subdivision or\n          consolidation  of  shares  of  stock  of any class, the payment of any\n          dividend, any increase or decrease in the number of shares of stock of\n          any  class or any dissolution, liquidation, merger or consolidation of\n          the  Company or any other corporation. Except as expressly provided in\n          the  Plan, no issuance by the Company of shares of stock of any class,\n          or  securities  convertible  into  shares of stock of any class, shall\n          affect, and no adjustment by reason thereof shall be made with respect\n          to, the number of shares of Common Stock subject to an Incentive Award\n          or  the  exercise  price  of  any  Option.\n\n12.  RIGHTS  AS  A SHAREHOLDER. No person shall have any rights as a shareholder\n     -------------------------\n     with  respect  to  any shares of Common Stock covered by or relating to any\n     Incentive  Award  granted  pursuant  to  this  Plan  until  the date of the\n     issuance  of  a  stock  certificate  with respect to such shares. Except as\n     otherwise  expressly  provided  in  Section 11 hereof, no adjustment to any\n     Incentive  Award  shall be made for dividends or other rights for which the\n     record  date  occurs  prior  to  the date such stock certificate is issued.\n\n13.  NO  SPECIAL  EMPLOYMENT  RIGHTS;  NO  RIGHT  TO  INCENTIVE  AWARD.  Nothing\n     -----------------------------------------------------------------\n     contained  in  the  Plan  or  any  Incentive  Award  shall  confer upon any\n     Participant any right with respect to the continuation of his employment by\n     the  Company or interfere in any way with the right of the Company, subject\n     to  the  terms of any separate employment agreement to the contrary, at any\n     time  to  terminate  such  employment  or  to  increase  or  decrease  the\n     compensation  of  the Participant from the rate in existence at the time of\n     the grant of an Incentive 12 Award. No person shall have any claim or right\n     to  receive  an  Incentive  Award hereunder. The Committee's granting of an\n     Incentive  Award  to  a  Participant  at any time shall neither require the\n     Committee  to  grant  an  Incentive  Award to such Participant or any other\n     Participant  or  other  person  at any time nor preclude the Committee from\n     making  subsequent  grants  to such Participant or any other Participant or\n     other  person.\n\n14.  SECURITIES  MATTERS.\n     --------------------\n\n     (a)  The  Company  shall  be under no obligation to effect the registration\n          pursuant  to  the  Securities  Act of any shares of Common Stock to be\n          issued hereunder or to effect similar compliance under any state laws.\n          Notwithstanding anything herein to the contrary, the Company shall not\n          be  obligated  to  cause  to  be  issued or delivered any certificates\n          evidencing  shares  of  Common  Stock  pursuant to the Plan unless and\n          until  the  Company  is  advised  by its counsel that the issuance and\n          delivery  of  such  certificates  is in compliance with all applicable\n          laws,  regulations  of  governmental authority and the requirements of\n          any  securities  exchange  on which shares of Common Stock are traded.\n          The Committee may require, as a condition of the issuance and delivery\n          of  certificates  evidencing  shares  of  Common Stock pursuant to the\n          terms  hereof,  that the recipient of such shares make such covenants,\n          agreements  and  representations, and that such certificates bear such\n          legends,  as the Committee, in its sole discretion, deems necessary or\n          desirable.\n\n     (b)  The  exercise  of any Option granted hereunder shall only be effective\n          at  such time as counsel to the Company shall have determined that the\n          issuance  and  delivery  of  shares  of  Common Stock pursuant to such\n          exercise  is  in  compliance  with all applicable laws, regulations of\n          governmental  authorities  and  the  requirements  of  any  securities\n          exchange  on which shares of\n\n\n                                    Page 11\n\n          Common  Stock  are  traded.  The  Company may, in its sole discretion,\n          defer the effectiveness of any exercise of an Option granted hereunder\n          in  order  to  allow  the  issuance of shares of Common Stock pursuant\n          thereto  to  be  made  pursuant  to  registration or an exemption from\n          registration  or  other methods for compliance available under federal\n          or  state securities laws. The Company shall inform the Participant in\n          writing  of its decision to defer the effectiveness of the exercise of\n          an  Option granted hereunder. During the period that the effectiveness\n          of  the  exercise of an Option has been deferred, the Participant may,\n          by written notice, withdraw such exercise and obtain the refund of any\n          amount  paid  with  respect  thereto.\n\n15.  WITHHOLDING  TAXES.  Whenever  shares of Common Stock are to be issued upon\n     ------------------\n     the exercise of an Option, the occurrence of the Issue Date or Vesting Date\n     with  respect  to  a  share  of  Restricted Stock or the payment of a Stock\n     Bonus, the Company shall have the right to require the Participant to remit\n     to  the  Company in cash an amount sufficient to satisfy federal, state and\n     local  withholding tax requirements, if any, attributable to such exercise,\n     occurrence  or  payment  prior  to  the  delivery  of  any  certificate  or\n     certificates  for  such shares. In addition, upon the grant of a Cash Bonus\n     or  the  making  of a payment with respect to a share of Phantom Stock, the\n     Company  shall have the right to withhold from any cash payment required to\n     be made pursuant thereto an amount sufficient to satisfy the federal, state\n     and  local  withholding  tax  requirements,  if  any,  attributable to such\n     exercise  or  grant.\n\n16.  AMENDMENT  OF  THE  PLAN. The Board of Directors may at any time suspend or\n     ------------------------\n     discontinue  the  Plan  or  revise  or  amend it in any respect whatsoever,\n     provided, however, that without approval of the shareholders no revision or\n     amendment  shall  (i) except as provided in Section 11 hereof, increase the\n     number  of  shares  of Common Stock that may be issued under the Plan, (ii)\n     materially  increase the benefits accruing to individuals holding Incentive\n     Awards  granted  pursuant  to  the  Plan  or  (iii)  materially  modify the\n     requirements  as  to  eligibility  for  participation  in  the  Plan.\n\n17.  NO  OBLIGATION  TO  EXERCISE. The grant to a Participant of an Option shall\n     ----------------------------\n     impose  no  obligation  upon  such  Participant  to  exercise  such Option.\n\n18.  TRANSFERS  UPON  DEATH.  Upon  the  death  of  a  Participant,  outstanding\n     ----------------------\n     Incentive  Awards  granted to such Participant may be exercised only by the\n     executors or administrators of the Participant's estate or by any person or\n     persons  who  shall  have acquired such right to exercise by will or by the\n     laws  of  descent  and  distribution.  No  transfer  by will or the laws of\n     descent  and  distribution of any Incentive Award, or the right to exercise\n     any  Incentive  Award,  shall  be  effective to bind the Company unless the\n     Committee  shall  have  been  furnished with (a) written notice thereof and\n     with  a  copy  of  the  will and\/or such evidence as the Committee may deem\n     necessary to establish the validity of the transfer and (b) an agreement by\n     the transferee to comply with all the terms and conditions of the Incentive\n     Award  that  are or would have been applicable to the Participant and to be\n     bound by the acknowledgments made by the Participant in connection with the\n     grant  of  the  Incentive  Award.\n\n19.  EXPENSES  AND  RECEIPTS.  The  expenses  of  the  Plan shall be paid by the\n     -----------------------\n     Company.  Any  proceeds  received  by  the  Company  in connection with any\n     Incentive  Award  will  be  used  for  general  corporate  purposes.\n\n20.  FAILURE  TO  COMPLY.  In  addition to the remedies of the Company elsewhere\n     -------------------\n     provided  for  herein,  failure  by a Participant to comply with any of the\n     terms  and  conditions  of  the  Plan  or  the  agreement  executed by such\n     Participant  evidencing an Incentive Award, unless such failure is\n\n\n                                    Page 12\n\n     remedied  by such Participant within ten days after having been notified of\n     such  failure  by  the Committee, shall be grounds for the cancellation and\n     forfeiture  of  such Incentive Award, in whole or in part as the Committee,\n     in  its  absolute  discretion,  may  determine.\n\n21.  EFFECTIVE  DATE  AND  TERM  OF  PLAN.  The Plan was adopted by the Board of\n     ------------------------------------\n     Directors  effective  May 18, 1998, subject to approval by the shareholders\n     of  the  Company  in  accordance  with  applicable law, the requirements of\n     Section  422  of  the Code and the requirements of Rule 16b-3 under Section\n     16(b) of the Exchange Act. No Incentive Award may be granted under the Plan\n     after  November 11, 2007. Incentive Awards may be granted under the Plan at\n     any  time  prior  to  the  receipt  of such shareholder approval; provided,\n     however,  that  each  such grant shall be subject to such approval. Without\n     limitation  on  the  foregoing,  no  Option  may  be exercised prior to the\n     receipt  of such approval, no share certificate shall be issued pursuant to\n     a  grant  of  Restricted  Stock or Stock Bonus prior to the receipt of such\n     approval and no 14 Cash Bonus or payment with respect to a share of Phantom\n     Stock  shall  be paid prior to the receipt of such approval. If the Plan is\n     not approved by the Company's shareholders, then the Plan and all Incentive\n     Awards  then  outstanding hereunder shall forthwith automatically terminate\n     and  be  of  no  force  and  effect.\n\nIN  WITNESS  WHEREOF,  this  1997  Executive  Compensation  Stock  Plan has been\nexecuted  in  Houston,  Texas  this  18th  day  of  May,  1998.  -\n-------------------------------  L.  H.  Ramming,\n\n\n                                    Page 13\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9539,9548],"class_list":["post-38270","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__msp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38270","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38270"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38270"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38270"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38270"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}