{"id":38393,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-long-term-incentive-plan-boots-amp-amp-coots.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-long-term-incentive-plan-boots-amp-amp-coots","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-long-term-incentive-plan-boots-amp-amp-coots.html","title":{"rendered":"2000 Long Term Incentive Plan &#8211; Boots &#038; Coots International Well Control Inc."},"content":{"rendered":"<pre>                 BOOTS &amp; COOTS INTERNATIONAL WELL CONTROL, INC.\n\n                          2000 LONG TERM INCENTIVE PLAN\n\n\n1.   PURPOSE  OF  THE  PLAN\n\n     This  2000 Long Term Incentive Plan is intended to promote the interests of\nBoots  &amp; Coots  International  Well  Control, Inc., a Delaware corporation (the\n\"Company\"),  by  providing the employees and consultants of the Company, who are\nlargely responsible for the management, growth and protection of the business of\nthe  Company,  with  a  proprietary  interest  in  the  Company.\n\n2.   DEFINITIONS\n\n     As used in the Plan, the following definitions apply to the terms indicated\nbelow:\n\n          (a)  \"Board  of  Directors\"  shall  mean the Board of Directors of the\n     Company.\n\n          (b)  \"Cause,\"  when  used  in  connection  with  the  termination of a\n     Participant's  employment or service (in the case of a consultant) with the\n     Company,  shall  mean  the  termination  of the Participant's employment or\n     service  by  the Company by reason of (i) the conviction of the Participant\n     by  a  court of competent jurisdiction as to which no further appeal can be\n     taken  of  a crime involving moral turpitude; (ii) the proven commission by\n     the  Participant of an act of fraud upon the Company; (iii) the willful and\n     proven  misappropriation  of  any  funds  or property of the Company by the\n     Participant;  (iv)  the  willful, continued and unreasonable failure by the\n     Participant to perform duties assigned to him and agreed to by him; (v) the\n     knowing  engagement  by the Participant in any direct, material conflict of\n     interest with the Company without compliance with the Company's conflict of\n     interest policy, if any, then in effect; (vi) the knowing engagement by the\n     Participant, without the written approval of the Board of Directors, in any\n     activity  which  competes  with  the business of the Company or which would\n     result in a material injury to the Company; or (vii) the knowing engagement\n     in  any  activity  which  would  constitute  a  material  violation  of the\n     provisions of the Company's Policies and Procedures Manual, if any, then in\n     effect.\n\n          (c)  \"Cash  Bonus\"  shall  mean  an  award  of a bonus payable in cash\n     pursuant  to  Section  10  hereof.\n\n          (d)  \"Change  in  Control\"  shall  mean:\n\n               (i)  a  \"change  in  control\"  of  the  Company,  as that term is\n          contemplated  in  the  federal  securities  laws;  or\n\n               (ii)  the  occurrence  of  any  of  the  following  events:\n\n                         (A)  any  Person  becomes,  after the effective date of\n                    this  Plan  the \"beneficial owner\" (as defined in Rule 13d-3\n                    promulgated under the Exchange Act), directly or indirectly,\n                    of securities of the Company representing 20% or more of the\n                    combined  voting  power  of  the  Company's then outstanding\n                    securities;  provided,  that  the  acquisition of additional\n                    voting securities, after the effective date of this Plan, by\n                    any  Person  who  is, as of the effective date of this Plan,\n                    the beneficial owner, directly or indirectly, of 20% or more\n                    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\n                         (B)  a majority of individuals who are nominated by the\n                    Board of Directors for election to the Board of Directors on\n                    any  date, fail to be elected to the Board of Directors as a\n                    direct  or  indirect  result of any proxy fight or contested\n                    election  for  positions  on  the  Board  of  Directors,  or\n\n\n\n                         (C)  the  sale, lease, transfer or other disposition of\n                    all or substantially all of the assets of the Company (other\n                    than  to  a  wholly-owned  subsidiary  of  the  Company).\n\n          (e)  \"Code\"  shall  mean the Internal Revenue Code of 1986, as amended\n     from  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 appoint\n     from  time  to  time  to  administer  the  Plan.\n\n          (g)  \"Common  Stock\"  shall mean the Company's Common Stock, par value\n     $.00001  per  share.\n\n          (h)  \"Company\"  shall  mean  Boots &amp; Coots International Well Control,\n     Inc., a Delaware corporation, each of its Subsidiaries, and its 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\n     shall  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 to\n     trading  or  (ii)  if  not  so reported, the average of the closing bid and\n     asked  prices  for  a  share  of  Common Stock on the immediately preceding\n     business  day  as  quoted on the National Association of Securities Dealers\n     Automated  Quotation  System  (\"NASDAQ\"), or (iii) if not quoted on NASDAQ,\n     the average of the closing bid and asked prices for a share of Common Stock\n     as  quoted by the National Quotation Bureau's \"Pink Sheets\" or the National\n     Association  of Securities Dealers' OTC Bulletin Board System. If the price\n     of  a share of Common Stock shall not be so reported, the Fair Market Value\n     of  a  share  of  Common  Stock shall be determined by the Committee in its\n     absolute  discretion.\n\n          (k)  \"Incentive  Award\"  shall  mean  an Option, a share of Restricted\n     Stock,  a  share  of  Phantom  Stock,  a  Stock Bonus or Cash Bonus granted\n     pursuant  to  the  terms  of  the  Plan.\n\n          (l)  \"Incentive  Stock  Option\"  shall  mean  an  Option  which  is an\n     \"incentive  stock option\" within the meaning of Section 422 of the Code and\n     which  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\n     which  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 Stock\n     Option  in  the  agreement  by  which  it  is  evidenced.\n\n          (o)  \"Option\"  shall mean an option to purchase shares of Common Stock\n     of  the  Company granted pursuant to Section 6 hereof. Each Option shall be\n     identified  as  either  an  Incentive Stock Option or a Non-Qualified Stock\n     Option  in  the  agreement  by  which  it  is  evidenced.\n\n          (p)  \"Participant\"  shall  mean  a  full-time employee or a consultant\n     (whether  full  or part time) of the Company who is eligible to participate\n     in the Plan and to whom an Incentive Award is granted pursuant to the Plan.\n\n          (q)  \"Person\"  shall mean a \"person,\" as such term is used in Sections\n     13(d)  and  14(d)  of  the  Exchange  Act, and the rules and regulations in\n     effect  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, which\n     right  is granted pursuant to Section 8 hereof and subject to the terms and\n     conditions  contained  therein.\n\n          (s)  \"Plan\"  shall  mean the Boots &amp; Coots International Well Control,\n     Inc.  2000  Long  Term  Incentive  Plan,  as  amended  from  time  to time.\n\n\n\n          (t)  \"Qualified  Domestic  Relations  Order\"  shall  mean  a qualified\n     domestic relations order as defined in the Code, in Title I of the Employee\n     Retirement  Income  Security Act, or in the rules and regulations as may be\n     in  effect  from  time  to  time  thereunder.\n\n          (u)  A  share of \"Restricted Stock\" shall mean a share of Common Stock\n     which  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 long as\n     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\n     in  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 all\n     classes  of stock of such corporations within the meaning of Section 424(f)\n     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\n\n     Under  the  Plan, the Committee may grant to Participants (i) Options, (ii)\nshares  of  Restricted  Stock, (iii) shares of Phantom Stock, (iv) Stock Bonuses\nand  (v)  Cash  Bonuses.\n\n     The  Committee  may  grant  Options,  shares of Restricted Stock, shares of\nPhantom  Stock  and  Stock  Bonuses  under  the Plan with respect to a number of\nshares  of  Common  Stock  that  in  the  aggregate  at any time does not exceed\n6,000,000  shares of Common Stock; provided, however, that the maximum number of\nshares  of  Common  Stock for which Options may be granted under the Plan to any\none  Participant  during  a  calendar  year  shall  be  1,000,000.\n\n     The  grant  of a Cash Bonus shall not reduce the number of shares of Common\nStock  with  respect  to  which  Options,  shares of Restricted Stock, shares of\nPhantom  Stock  or  Stock  Bonuses  may  be  granted  pursuant  to  the  Plan.\n\n     If  any  outstanding  Option  expires,  terminates  or  is canceled for any\nreason,  the  shares  of Common Stock subject to the unexercised portion of such\nOption  shall  again  be  available  for grant under the Plan.  If any shares of\nRestricted  Stock  or  Phantom Stock, or any shares of Common Stock granted in a\nStock Bonus are forfeited or canceled for any reason, such shares shall again be\navailable  for  grant  under  the  Plan.\n\n     Shares  of Common Stock issued under the Plan may be either newly issued or\ntreasury  shares,  at  the  discretion  of  the  Committee.\n\n4.   ADMINISTRATION  OF  THE  PLAN\n\n     The  Plan  shall  be  administered by a Committee of the Board of Directors\nconsisting of two or more persons, all of whom shall be both (i) a \"Non-Employee\nDirector\"  within  the  meaning of Rule 16b-3 promulgated under the Exchange Act\nand (ii) an \"outside director\" within the meaning of the definition of such term\nas  contained in Treasury Regulation Section 1.162-27(e)(3) interpreting Section\n162(m)  of  the  Code,  or  any  successor definitions that may be adopted.  The\nmembers  of  the  Committee  shall  be appointed from time to time by, and shall\nserve  at  the  discretion of, the Board of Directors.  The Committee shall from\ntime to time designate the employees and consultants of the Company who shall be\ngranted  Incentive  Awards  and  the  amount  and type of such Incentive Awards.\n\n     The  Committee  shall have full authority to administer the Plan, including\nauthority  to  interpret and construe any provision of the Plan and the terms of\nany  Incentive Award issued under it and to adopt such rules and regulations for\nadministering  the  Plan  as  it may deem necessary.  Decisions of the Committee\nshall  be  final  and  binding  on  all  parties.\n\n\n\n     The  Committee  may,  in its absolute discretion (i) accelerate the date on\nwhich  any  Option  granted  under the Plan becomes exercisable, (ii) extend the\ndate  on which any Option granted under the Plan ceases to be exercisable, (iii)\naccelerate  the  Vesting  Date  or  Issue  Date,  or waive any condition imposed\npursuant  to  Section 7(b) hereof, with respect to any share of Restricted Stock\ngranted  under  the  Plan  and  (iv)  accelerate  the  Vesting Date or waive any\ncondition  imposed  pursuant  to  Section 8 hereof, with respect to any share of\nPhantom  Stock  granted  under  the  Plan.\n\n     In addition, the Committee may, in its absolute discretion, grant Incentive\nAwards  to Participants on the condition that such Participants surrender to the\nCommittee  for  cancellation  such  other  Incentive  Awards (including, without\nlimitation,  Incentive  Awards  with  higher  exercise  prices) as the Committee\nspecifies.  Notwithstanding  Section  3  hereof, Incentive Awards granted on the\ncondition  of  surrender of outstanding Incentive Awards shall not count against\nthe  limits set forth in such Section 3 until such time as such Incentive Awards\nare  surrendered.\n\n     Whether  an  authorized  leave  of  absence,  or  absence  in  military  or\ngovernment  service, shall constitute termination of employment or service shall\nbe  determined  by  the  Committee  in  its  absolute  discretion.\n\n     No  member  of  the  Committee shall be liable for any action, omission, or\ndetermination  relating  to  the  Plan, and the Company shall indemnify and hold\nharmless each member of the Committee and each other director or employee of the\nCompany  to  whom  any  duty  or  power  relating  to  the  administration  or\ninterpretation  of  the  Plan  has  been  delegated from and against any cost or\nexpense  (including  attorneys'  fees)  or  liability (including any sum paid in\nsettlement  of  a  claim  with the approval of the Committee) arising out of any\naction,  omission or determination relating to the Plan, unless, in either case,\nsuch  action,  omission  or  determination  was  taken  or  made by such member,\ndirector  or  employee in bad faith and without reasonable belief that it was in\nthe  best  interests  of  the  Company.\n\n5.   ELIGIBILITY\n\n     The  persons  who shall be eligible to receive Incentive Awards pursuant to\nthe Plan shall be such full-time employees and consultants (whether full or part\ntime)  of the Company as the Committee, in its absolute discretion, shall select\nfrom time to time.  Notwithstanding the generality of the foregoing, no employee\nor  consultant  of  the  Company  shall  be eligible to receive Incentive Awards\npursuant  to  this  Plan if such person is also entitled to receive an Incentive\nAward  under  the  terms  of  his  employment  or  consulting agreement with the\nCompany,  or  any  specialty  long  term  incentive plan or incentive stock plan\nadopted after the date hereof, unless such employment or consulting agreement or\nspecialty  plan  expressly  provides  otherwise.\n\n6.   OPTIONS\n\n     The  Committee  may grant Options pursuant to the Plan, which Options shall\nbe evidenced by agreements in such form as the Committee shall from time to time\napprove.  Options  shall  comply  with and be subject to the following terms and\nconditions:\n\n     (a)  Identification  of  Options\n\n          All  Options granted under the Plan shall be clearly identified in the\n          agreement evidencing such Options as either Incentive Stock Options or\n          as  Non-Qualified  Stock Options. Consultants shall not be entitled to\n          receive  Incentive  Stock  Options.\n\n     (b)  Exercise  Price\n\n          The exercise price of any Non-Qualified Stock Option granted under the\n          Plan  shall be such price as the Committee shall determine on the date\n          on  which  such  Non-Qualified Stock Option is granted; provided, that\n          such  price  may  not  be less than the greater of (i) 25% of the Fair\n          Market  Value  of  a  share  of Common Stock on the date on which such\n          Non-Qualified  Stock  Option  is  granted  or  (ii)  the minimum price\n          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\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\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          (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,  by  tendering  previously acquired\n               nonforfeitable,  unrestricted  shares  of  Common Stock that have\n               been  held  by  the  Participant for at least six months and that\n               have an aggregate Fair Market Value at the time of exercise equal\n               to  the  total  exercise  price  (including  an  actual or deemed\n               multiple  series of exchanges of such shares), or (iii) partly in\n               shares  of  Common  Stock  with the balance in cash, by certified\n               check,  bank  cashier's  check  or  wire transfer. Any payment in\n               shares  of Common Stock shall be effected by the delivery of such\n               shares to the Secretary of the Company, duly endorsed in blank or\n               accompanied by stock powers duly executed in blank, together with\n               any other documents and evidences as the Secretary of the Company\n               shall  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\n\n     (d)  Limitations  on  Grant  of  Incentive  Stock  Options\n\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 exceeds $100,000, then\n               Incentive  Stock  Options  granted  hereunder to such Participant\n               shall,  to  the  extent  and in the order required by Regulations\n               promulgated  under  the  Code  (or any other authority having the\n               force  of  Regulations),  automatically  be  deemed  to  be\n               Non-Qualified  Stock  Options, but all other terms and provisions\n               of  such  Incentive  Stock Options shall remain unchanged. In the\n               absence  of  such  Regulations  (and  authority),  or  if  such\n               Regulations (or authority) require or permit a designation of the\n               options  which shall cease to constitute Incentive Stock Options,\n               Incentive  Stock  Options shall, to the extent of such excess and\n               in  the order in which they were granted, automatically be deemed\n               to  be  Non-Qualified  Stock  Options,  but  all  other terms and\n               provisions  of  such  Incentive  Stock  Options  shall  remain\n               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  or  Service\n\n          (1)  If  the  employment  or service of a Participant with the Company\n               shall  terminate  for any reason other than Cause, \"permanent and\n               total  disability\" (within the meaning of Section 22(e)(3) of the\n               Code), the voluntary retirement of an employee in accordance with\n               the  Company's  retirement policy as then in effect, the death of\n               the Participant, then (i) Options granted to such Participant, to\n               the  extent  that  they  were  exercisable  at  the  time of such\n               termination, shall remain exercisable until the expiration of one\n               month  after  such  termination, on which date they shall expire,\n               and  (ii) Options granted to such Participant, to the extent that\n               they  were not exercisable at the time of such termination, shall\n               expire  at the close of business on the date of such termination;\n               provided,  however, that no Option shall be exercisable after the\n               expiration  of  its  term.\n\n          (2)  If  the  employment  or service of a Participant with the Company\n               shall  terminate  as  a  result  of  the  \"permanent  and  total\n               disability\"  (within the meaning of Section 22(e)(3) of the Code)\n               of  the  Participant,  the voluntary retirement of an employee in\n               accordance  with  the  Company's  retirement  policy  as  then in\n               effect, or the death of the Participant, then (i) Options granted\n               to  such Participant, to the extent that they were exercisable at\n               the  time 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 or\n               service  for  Cause,  all  outstanding  Options  granted  to such\n               Participant  shall  expire at the commencement of business on the\n               date  of  such  termination.\n\n     (f)  Acceleration  of  Exercise  Date  Upon  Change  in  Control\n\n\n\n          Upon  the occurrence of a Change in Control, each Option granted under\n          the  Plan  and  outstanding  at  such  time  shall  become  fully  and\n          immediately  exercisable  and  shall  remain  exercisable  until  its\n          expiration,  termination  or cancellation pursuant to the terms of the\n          Plan.\n\n7.   RESTRICTED  STOCK\n\n     The  Committee  may  grant shares of Restricted Stock pursuant to the Plan.\nEach  grant  of shares of Restricted Stock shall be evidenced by an agreement in\nsuch  form  as  the  Committee  shall  from time to time approve.  Each grant of\nshares  of  Restricted  Stock  shall comply with and be subject to the following\nterms  and  conditions:\n\n     (a)  Issue  Date  and  Vesting  Date\n\n          At  the time of the grant of shares of Restricted Stock, the Committee\n          shall  establish  an  Issue  Date or Issue Dates and a Vesting Date or\n          Vesting  Dates  with  respect to such shares. The Committee may divide\n          such  shares  into  classes  and  assign a different Issue Date and\/or\n          Vesting  Date  for each class. Except as provided in Sections 7(c) and\n          7(f)  hereof,  upon the occurrence of the Issue Date with respect to a\n          share of Restricted Stock, a share of Restricted Stock shall be issued\n          in  accordance  with  the  provisions of Section 7(d) hereof. Provided\n          that  all  conditions  to  the  vesting of a share of Restricted Stock\n          imposed  pursuant  to Section 7(b) hereof are satisfied, and except as\n          provided  in Sections 7(c) and 7(f) hereof, upon the occurrence of the\n          Vesting  Date  with respect to a share of Restricted Stock, such share\n          shall  vest and the restrictions of Section 7(c) hereof shall cease to\n          apply  to  such  share.\n\n     (b)  Conditions  to  Vesting\n\n          At  the time of the grant of shares of Restricted Stock, the Committee\n          may  impose such restrictions or conditions, not inconsistent with the\n          provisions hereof, to the vesting of such shares as it in its absolute\n          discretion  deems  appropriate.  By  way  of example and not by way of\n          limitation,  the  Committee may require, as a condition to the vesting\n          of  any  class  or  classes  of  shares  of Restricted Stock, that the\n          Participant  or the Company achieve certain performance criteria, such\n          criteria  to be specified by the Committee at the time of the grant of\n          such  shares.\n\n     (c)  Restrictions  on  Transfer  Prior  to  Vesting\n\n          Prior  to the vesting of a share of Restricted Stock, no transfer of a\n          Participant's  rights with respect to such share, whether voluntary or\n          involuntary,  by  operation  of  law  or  otherwise,  shall  vest  the\n          transferee  with  any  interest  or  right  in or with respect to such\n          share,  but immediately upon any attempt to transfer such rights, such\n          share,  and  all  of the rights related thereto, shall be forfeited by\n          the  Participant  and  the  transfer  shall  be of no force or effect.\n\n     (d)  Issuance  of  Certificates\n\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,\n               however,  that  the  Company  shall not cause to be issued such a\n               stock  certificates  unless  it  has  received a stock power duly\n               endorsed  in  blank  with respect to such shares. Each such stock\n               certificate  shall  bear  the  following  legend:\n\n                    The  transferability  of  this certificate and the shares of\n                    stock  represented  hereby  are subject to the restrictions,\n                    terms  and conditions (including forfeiture and restrictions\n                    against  transfer)  contained  in  the  Boots  &amp; Coots\n                    International  Well  Control, Inc.--2000 Long Term Incentive\n                    Plan  and  an  Agreement entered into between the registered\n                    owner  of  such  shares and Boots &amp; Coots International Well\n                    Control, Inc. A copy of the Plan and Agreement is on file in\n                    the  office  of the Secretary of Boots &amp; Coots International\n                    Well  Control, Inc., 777 Post Oak Blvd., Suite 800, Houston,\n                    Texas  77056.\n\n\n\n               Such  legend shall not be removed from the certificate evidencing\n               such  shares until such shares vest pursuant to the terms hereof.\n\n          (2)  Each  certificate  issued  pursuant to Paragraph 7 (d)(1) hereof,\n               together  with  the  stock  powers  relating  to  the  shares  of\n               Restricted  Stock evidenced by such certificate, shall be held by\n               the Company. The Company shall issue to the Participant a receipt\n               evidencing  the  certificates  held by it which are registered in\n               the  name  of  the  Participant.\n\n     (e)  Consequences  Upon  Vesting\n\n          Upon  the vesting of a share of Restricted Stock pursuant to the terms\n          hereof,  the  restrictions of Section 7(c) hereof shall cease to apply\n          to  such  share. Reasonably promptly after a share of Restricted Stock\n          vests  pursuant  to  the  terms  hereof, the Company shall cause to be\n          issued  and  delivered  to  the  Participant  to whom such shares were\n          granted,  a  certificate evidencing such share, free of the legend set\n          forth  in  Paragraph 7 (d)(1) hereof, together with any other property\n          of  the  Participant  held by Company pursuant to Section 7(d) hereof;\n          provided,  however,  that  such  delivery  shall  be  effected for all\n          purposes  when  the  Company shall have deposited such certificate and\n          other  property  in  the  United  States  mail,  addressed  to  the\n          Participant.\n\n     (f)  Effect  of  Termination  of  Employment  or  Service\n\n          (1)  If  the  employment  or service of a Participant with the Company\n               shall  terminate  for  any  reason  other than Cause prior to the\n               vesting  of  shares  of  Restricted  Stock  granted  to  such\n               Participant,  a  portion  of  such  shares,  to  the  extent  not\n               forfeited or canceled on or prior to such termination pursuant to\n               any provision hereof, shall vest on the date of such termination.\n               The  portion  referred  to  in  the  preceding  sentence shall be\n               determined  by  the  Committee  at  the time of the grant of such\n               shares of Restricted Stock and may be based on the achievement of\n               any  conditions  imposed  by  the  Committee with respect to such\n               shares  pursuant  to  Section  7(b). Such portion may equal zero.\n\n          (2)  In  the event of the termination of a Participant's employment or\n               service for Cause, all shares of Restricted Stock granted to such\n               Participant  which  have  not  vested  as  of  the  date  of such\n               termination  shall  immediately  be  forfeited.\n\n     (g)  Effect  of  Change  in  Control\n\n          Upon  the  occurrence of a Change in Control, all shares of Restricted\n          Stock  which have not theretofore vested (including those with respect\n          to  which the Issue Date has not yet occurred) shall immediately vest.\n\n8.   PHANTOM  STOCK\n\n     The Committee may grant shares of Phantom Stock pursuant to the Plan.  Each\ngrant of shares of Phantom Stock shall be evidenced by an agreement in such form\nas  the  Committee  shall  from  time  to time approve.  Each grant of shares of\nPhantom  Stock  shall  comply  with  and  be  subject to the following terms and\nconditions:\n\n     (a)  Vesting  Date\n\n          At  the  time  of  the grant of shares of Phantom Stock, the Committee\n          shall  establish  a Vesting Date or Vesting Dates with respect to such\n          shares. The Committee may divide such shares into classes and assign a\n          different Vesting Date for each class. Provided that all conditions to\n          the  vesting  of  a share of Phantom Stock imposed pursuant to Section\n          8(c)  hereof  are  satisfied,  and  except as provided in Section 8(d)\n          hereof,  upon  the  occurrence  of  the Vesting Date with respect to a\n          share  of  Phantom  Stock,  such  share  shall  vest.\n\n     (b)  Benefit  Upon  Vesting\n\n\n\n          Upon  the  vesting of a share of Phantom Stock, a Participant shall be\n          entitled  to receive in cash, within 90 days of the date on which such\n          share  vests,  an amount in cash in a lump sum equal to the sum of (i)\n          the Fair Market Value of a share of Common Stock of the Company on the\n          date on which such share of Phantom Stock vests and (ii) the aggregate\n          amount  of cash dividends paid with respect to a share of Common Stock\n          of  the  Company during the period commencing on the date on which the\n          share  of  Phantom  Stock  was  granted and terminating on the date on\n          which  such  share  vests.\n\n     (c)  Conditions  to  Vesting\n\n          At the time of the grant of shares of Phantom Stock, the Committee may\n          impose  such  restrictions  or  conditions,  not inconsistent with the\n          provisions  hereof,  to  the  vesting  of  such  shares  as it, in its\n          absolute  discretion  deems  appropriate. By way of example and not by\n          way  of  limitation,  the Committee may require, as a condition to the\n          vesting  of  any class or classes of shares of Phantom Stock, that the\n          Participant  or the Company achieve certain performance criteria, such\n          criteria  to be specified by the Committee at the time of the grant of\n          such  shares.\n\n     (d)  Effect  of  Termination  of  Employment  or  Service\n\n          (1)  If  the  employment  or service of a Participant with the Company\n               shall  terminate  for  any  reason  other than Cause prior to the\n               vesting  of shares of Phantom Stock granted to such Participant a\n               portion  of  such shares, to the extent not forfeited or canceled\n               on or prior to such termination pursuant to any provision hereof,\n               shall  vest on the date of such termination. The portion referred\n               to in the preceding sentence shall be determined by the Committee\n               at  the time of the grant of such shares of Phantom 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 8(c).\n               Such  portion  may  equal  zero.\n\n          (2)  In  the event of the termination of a Participant's employment or\n               service  for  Cause,  all shares of Phantom Stock granted to such\n               Participant  which  have  not  vested  as  of  the  date  of such\n               termination  shall  immediately  be  forfeited.\n\n     (e)  Effect  of  Change  in  Control\n\n          Upon  the  occurrence  of  a  Change in Control, all shares of Phantom\n          Stock  which  have  not  theretofore  vested  shall  immediately vest.\n\n9.   STOCK  BONUSES\n\n     The  Committee may, in its absolute discretion, grant Stock Bonuses in such\namounts as it shall determine from time to time.  A Stock Bonus shall be paid at\nsuch time and subject to such conditions as the Committee shall determine at the\ntime  of the grant of such Stock Bonus.  Certificates for shares of Common Stock\ngranted  as a Stock Bonus shall be issued in the name of the Participant to whom\nsuch  grant  was  made  and delivered to such Participant as soon as practicable\nafter  the  date  on  which  such  Stock  Bonus  is  required  to  be  paid.\n\n10.  CASH  BONUSES\n\n     The Committee may, in its absolute discretion, grant in connection with any\ngrant  of  Restricted  Stock  or  Stock  Bonus or at any time thereafter, a cash\nbonus,  payable  promptly after the date on which the Participant is required to\nrecognize  income  for  federal  income  tax  purposes  in  connection with such\nRestricted  Stock  or  Stock  Bonus,  in  such  amounts  as  the Committee shall\ndetermine  from  time  to  time;  provided,  however, that in no event shall the\namount  of  a  Cash  Bonus exceed the Fair Market Value of the related shares of\nRestricted  Stock or Stock Bonus on such date.  A Cash Bonus shall be subject to\nsuch  conditions  as  the  Committee shall determine at the time of the grant of\nsuch  Cash  Bonus.\n\n\n\n11.  ADJUSTMENT  UPON  CHANGES  IN  COMMON  STOCK\n\n     (a)  Outstanding  Restricted  Stock  and  Phantom  Stock\n\n          Unless  the Committee in its absolute discretion otherwise determines,\n          if  a Participant receives any securities or other property (including\n          dividends  paid  in cash) with respect to a share of Restricted Stock,\n          the  Issue  Date with respect to which occurs prior to such event, but\n          which  has not vested as of the date of such event, as a result of any\n          dividend,  stock  split  recapitalization,  merger,  consolidation,\n          combination, exchange of shares or otherwise, such securities or other\n          property will not vest until such share of Restricted Stock vests, and\n          shall  be  held by the Company pursuant to Paragraph 7 (d) (2) hereof.\n          The  Committee  may,  in  its absolute discretion, adjust any grant of\n          shares  of  Restricted Stock, the Issue Date with respect to which has\n          not  occurred as of the date of the occurrence of any of the following\n          events,  or  any  grant  of  shares  of  Phantom Stock, to reflect any\n          dividend,  stock  split,  recapitalization,  merger,  consolidation,\n          combination,  exchange  of  shares  or similar corporate change as the\n          Committee  may deem appropriate to prevent the enlargement or dilution\n          of  rights  of  Participants  under  the  grant.\n\n     (b)  Outstanding  Options,  Increase  or  Decrease in Issued Shares Without\n          Consideration.\n\n          Subject  to any required action by the shareholders of the Company, in\n          the  event  of any increase or decrease in the number of issued shares\n          of  Common  Stock  resulting  from  a  subdivision or consolidation of\n          shares of Common Stock or the payment of a stock dividend (but only on\n          the  shares of Common Stock), or any other increase or decrease in the\n          number of such shares effected without receipt of consideration by the\n          Company,  the  Committee  shall  proportionally  adjust  the number of\n          shares  and  the  exercise  price per share of Common Stock subject to\n          each  outstanding  Option.\n\n     (c)  Outstanding  Options,  Certain  Mergers\n\n          Subject  to any required action by the shareholders of the Company, if\n          the  Company  shall  be  the  surviving  corporation  in any merger or\n          consolidation  (except  a merger of consolidation as a result of which\n          the  holders  of  shares of Common Stock receive securities of another\n          corporation),  each  Option  outstanding on the date of such merger or\n          consolidation  shall  entitle the Participant to acquire upon exercise\n          the  securities which a holder of the number of shares of Common Stock\n          subject  to  such  Option  would  have  received  in  such  merger  or\n          consolidation.\n\n     (d)  Outstanding  Options,  Certain  Other  Transactions\n\n          In the event of a dissolution or liquidation of the Company, a sale of\n          all  or  substantially  all  of  the  Company's  assets,  a  merger or\n          consolidation  involving  the  Company in which the Company is not the\n          surviving  corporation  or  a  merger  or  consolidation involving the\n          Company  in  which  the  Company  is the surviving corporation but the\n          holders  of  shares  of  Common  Stock  receive  securities of another\n          corporation  and\/or  other  property,  including  cash,  the Committee\n          shall,  in  its  absolute  discretion,  have  the  power  to:\n\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\n\n     (e)  Outstanding  Options\/Other  Changes\n\n          In  the  event  of  any change in the capitalization of the Company or\n          corporate change other than those specifically referred to in Sections\n          11(b),  (c)  or  (d)  hereof,  the  Committee  may,  in  its  absolute\n          discretion,  make  such  adjustments in the number and class of shares\n          subject to Options outstanding on the date on which such change occurs\n          and  in  the  per  share  exercise  price  of  each such Option as the\n          Committee  may consider appropriate to prevent dilution or enlargement\n          of  rights.\n\n     (f)  No  Other  Rights\n\n          Except  as  expressly  provided in the Plan, no Participant shall have\n          any  rights by reason of any subdivision or consolidation of shares of\n          stock  of  any  class,  the  payment  of any dividend, any increase or\n          decrease  in  the  number  of  shares  of  stock  of  any class or any\n          dissolution,  liquidation,  merger  or consolidation of the Company or\n          any  other  corporation.  Except as expressly provided in the Plan, no\n          issuance by the Company of shares of stock of any class, or securities\n          convertible  into  shares  of stock of any class, shall affect, and no\n          adjustment by reason thereof shall be made with respect to, the number\n          of  shares  of  Common  Stock  subject  to  an  Incentive Award or the\n          exercise  price  of  any  Option.\n\n12.  RIGHTS  AS  A  SHAREHOLDER\n\n     No person shall have any rights as a shareholder with respect to any shares\nof  Common  Stock covered by or relating to any Incentive Award granted pursuant\nto  this Plan until the date of the issuance of a stock certificate with respect\nto such shares.  Except as otherwise expressly provided in Section 11 hereof, no\nadjustment  to  any  Incentive Award shall be made for dividends or other rights\nfor  which  the  record  date occurs prior to the date such stock certificate is\nissued.\n\n13.  NO  SPECIAL  EMPLOYMENT  RIGHTS;  NO  RIGHT  TO  INCENTIVE  AWARD\n\n     Nothing  contained in the Plan or any Incentive Award shall confer upon any\nParticipant  any  right  with  respect  to the continuation of his employment or\nservice  by  the  Company or interfere in any way with the right of the Company,\nsubject  to  the terms of any separate employment or consulting agreement to the\ncontrary,  at any time to terminate such employment or service or to increase or\ndecrease  the  compensation of the Participant from the rate in existence at the\ntime  of  the  grant  of  an  Incentive  Award.\n\n     No  person  shall  have  any  claim  or right to receive an Incentive Award\nhereunder.  The  Committee's  granting of an Incentive Award to a Participant at\nany time shall neither require the Committee to grant an Incentive Award to such\nParticipant  or  any  other Participant or other person at any time nor preclude\nthe  Committee  from  making  subsequent grants to such Participant or any other\nParticipant  or  other  person.\n\n14.  SECURITIES  MATTERS\n\n          (a)     The  Company  shall  be  under  no  obligation  to  effect the\n     registration  pursuant  to the Securities Act of any shares of Common Stock\n     to  be  issued  hereunder  or  to effect similar compliance under any state\n     laws.  Notwithstanding  anything  herein to the contrary, the Company shall\n     not  be  obligated  to  cause  to  be  issued or delivered any certificates\n     evidencing shares of Common Stock pursuant to the Plan unless and until the\n     Company  is  advised  by its counsel that the issuance and delivery of such\n     certificates  is  in  compliance  with  all applicable laws, regulations of\n     governmental  authority  and the requirements of any securities exchange on\n     which  shares  of  Common Stock are traded. The Committee may require, as a\n     condition of the issuance and delivery of certificates evidencing shares of\n     Common  Stock  pursuant  to  the  terms  hereof, that the recipient of such\n     shares  make  such covenants, agreements and representations, and that such\n     certificates  bear  such legends, as the Committee, in its sole discretion,\n     deems  necessary  or  desirable.\n\n\n\n          (b)     The  exercise  of  any  Option granted hereunder shall only be\n     effective at such time as counsel to the Company shall have determined that\n     the  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 exchange on\n     which  shares  of  Common  Stock  are  traded. The Company may, in its sole\n     discretion,  defer  the  effectiveness of any exercise of an Option granted\n     hereunder 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 or\n     state  securities laws. The Company shall inform the Participant in writing\n     of  its  decision  to  defer the effectiveness of the exercise of an Option\n     granted hereunder. During the period that the effectiveness of the exercise\n     of  an  Option  has  been deferred, the Participant may, by written notice,\n     withdraw  such  exercise  and  obtain  the  refund  of any amount paid with\n     respect  thereto.\n\n15.  WITHHOLDING  TAXES\n\n     Whenever  shares  of  Common Stock are to be issued upon the exercise of an\nOption, the occurrence of the Issue Date or Vesting Date with respect to a share\nof  Restricted Stock or the payment of a Stock Bonus, the Company shall have the\nright  to  require  the  Participant  to  remit to the Company in cash an amount\nsufficient  to satisfy federal, state and local withholding tax requirements, if\nany,  attributable to such exercise, occurrence or payment prior to the delivery\nof any certificate or certificates for such shares.  In addition, upon the grant\nof  a  Cash  Bonus or the making of a payment with respect to a share of Phantom\nStock,  the  Company  shall  have  the  right  to withhold from any cash payment\nrequired  to  be  made  pursuant  thereto  an  amount  sufficient to satisfy the\nfederal,  state  and local withholding tax requirements, if any, attributable to\nsuch  exercise or grant.  No payment shall be made and no shares of Common Stock\nshall  be issued pursuant to any Incentive Award unless and until the applicable\ntax  withholding  obligations  have  been  satisfied.\n\n16.  AMENDMENT  OF  THE  PLAN\n\n     The  Board  of Directors may at any time suspend or discontinue the Plan or\nrevise  or  amend  it in any respect whatsoever; provided, however, that without\napproval  of  the  shareholders  no  revision  or  amendment shall (i) except as\nprovided  in  Section  11  hereof, increase the number of shares of Common Stock\nthat may be issued as Incentive Options under the Plan, (ii) materially increase\nthe  benefits  accruing to individuals holding Incentive Awards granted pursuant\nto  the  Plan  or (iii) materially modify the requirements as to eligibility for\nparticipation  in  the  Plan.\n\n17.  NO  OBLIGATION  TO  EXERCISE\n\n     The  grant  to  a  Participant of an Option shall impose no obligation upon\nsuch  Participant  to  exercise  such  Option.\n\n18.  TRANSFERS  UPON  DEATH\n\n     Upon  the  death  of a Participant, outstanding Incentive Awards granted to\nsuch Participant may be exercised only by the executors or administrators of the\nParticipant's  estate  or  by any person or persons who shall have acquired such\nright  to  exercise  by  will  or  by  the laws of descent and distribution.  No\ntransfer by will or the laws of descent and distribution of any Incentive Award,\nor  the  right  to  exercise any Incentive Award, shall be effective to bind the\nCompany  unless  the Committee shall have been furnished with (a) written notice\nthereof  and  with  a copy of the will and\/or such evidence as the Committee may\ndeem necessary to establish the validity of the transfer and (b) an agreement by\nthe  transferee  to  comply  with  all the terms and conditions of the Incentive\nAward  that are or would have been applicable to the Participant and to be bound\nby  the  acknowledgments made by the Participant in connection with the grant of\nthe  Incentive  Award.\n\n19.  EXPENSES  AND  RECEIPTS\n\n     The  expenses  of  the  Plan  shall  be  paid by the Company.  Any proceeds\nreceived  by the Company in connection with any Incentive Award will be used for\ngeneral  corporate  purposes.\n\n20.  FAILURE  TO  COMPLY\n\n     In  addition  to the remedies of the Company elsewhere provided for herein,\nfailure  by  a Participant to comply with any of the terms and conditions of the\nPlan  or  the  agreement  executed  by  such Participant evidencing an Incentive\nAward, unless such failure is remedied by such Participant within ten days after\nhaving  been notified of such failure by the Committee, shall be grounds for the\ncancellation  and forfeiture of such Incentive Award, in whole or in part as the\nCommittee,  in  its  absolute  discretion,  may  determine.\n\n\n\n21.  EFFECTIVE  DATE  AND  TERM  OF  PLAN\n\n     The Plan was adopted by the Board of Directors effective September 5, 2000,\nsubject  to  approval  by  the  shareholders  of  the Company in accordance with\napplicable law, the requirements of Sections 162(m) and 422 of the Code, and the\nrequirements  of  Rule  16b-3  under  Section  16(b)  of  the  Exchange Act.  No\nIncentive  Award  may  be  granted  under  the  Plan  after  September  5, 2010.\nIncentive  Awards may be granted under the Plan at any time prior to the receipt\nof  such  shareholder approval; provided, however, that each such grant shall be\nsubject to such approval.  Without limitation on the foregoing, no Option may be\nexercised  prior  to the receipt of such approval, no share certificate shall be\nissued  pursuant  to  a  grant  of  Restricted Stock or Stock Bonus prior to the\nreceipt of such approval and no Cash Bonus or payment with respect to a share of\nPhantom  Stock shall be paid prior to the receipt of such approval.  If the Plan\nis  not  approved by the Company's shareholders, then the Plan and all Incentive\nAwards then outstanding hereunder shall forthwith automatically terminate and be\nof  no  force  and  effect.\n\n\n\n     IN  WITNESS  WHEREOF,  this  Plan  has been executed in Houston, Texas this\n_____  day  of  ________,  2000.\n\n                                       BOOTS &amp; COOTS INTERNATIONAL WELL CONTROL,\n                                       INC.\n\n\n\n\n                                       By_______________________________________\n                                       Name:____________________________________\n                                       Title:___________________________________\n\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":[9539,9546],"class_list":["post-38393","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38393","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=38393"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38393"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38393"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38393"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}