BJ SERVICES CO
TENTH AMENDMENT TO BJ SERVICES 1995 INCENTIVE PLAN
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<TYPE>EX-10.1
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<FILENAME>dex101.htm
<DESCRIPTION>TENTH AMENDMENT TO BJ SERVICES 1995 INCENTIVE PLAN
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<TITLE>Tenth Amendment to BJ Services 1995 Incentive Plan</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.1 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>TENTH AMENDMENT TO </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>BJ SERVICES COMPANY 1995 INCENTIVE PLAN </B></FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>WHEREAS, BJ Services Company</B> (the &#147;Company&#148;) has heretofore adopted the <B>BJ&nbsp;Services Company 1995 Incentive Plan</B> (the
&#147;Plan&#148;); and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>WHEREAS,</B> at all times since January&nbsp;1, 2005, the Company has operated and administered the Plan in good
faith compliance with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;); and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2"><B>WHEREAS,</B> the Company desires to amend the Plan to comply with section 409A of the Code; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>NOW, THEREFORE,</B> the Plan
shall be amended as follows, effective as of December&nbsp;5, 2008: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. The following shall be added to the last sentence of Section&nbsp;4
of Article II of the Plan: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;; provided, however, that no such action may be taken to the extent it would cause an option to violate
the requirements of Section&nbsp;409A of the Code.&#148; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. Clause (C)(2) of Paragraph 5(g)(i) of Article IV of the Plan shall be deleted,
and the following shall be substituted therefor: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;(2) such New Option (to the extent it was converted from a Prior Option that was
vested and exercisable on December&nbsp;31, 2004 and that has not been &#145;materially modified,&#146; within the meaning of section 409A of the Code, following October&nbsp;3, 2004) may be surrendered to the Acquiring Entity during the 90-day
period following the occurrence of the Change of Control in return for a payment in cash or in shares of New Stock or a combination of cash and shares of New Stock as determined by the Acquiring Entity, equal in value to the excess of (I)&nbsp;the
higher of (a)&nbsp;the per share value of the consideration received by stockholders of the Company upon the occurrence of the Change of Control (valued for such purpose as of the date of the Change of Control) or (b)&nbsp;the highest per share
price for Common Stock of the Company during the period commencing with the public announcement of the proposed Change of Control transaction and ending upon the occurrence of the Change of Control over (II) the per share exercise price of the
Common Stock of the Company under the Prior Option, multiplied by the number of shares of Common Stock of the Company subject to the Prior Option.&#148; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">3. The following sentence shall be added to the end of Article IX of the Plan: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;In no event shall any
Gross-up Amount paid pursuant to this Article IX of the Plan be paid later than the end of the participant&#146;s taxable year next following the participant&#146;s taxable year in which the participant remits the related taxes.&#148; </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. Clause (iii)(B) of Paragraph (a)&nbsp;of Article X of the Plan shall be deleted, and the following
shall be substituted therefor: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;(B) such New Option (to the extent it was converted from a Prior Option that was vested and
exercisable on December&nbsp;31, 2004 and that has not been &#145;materially modified,&#146; within the meaning of section 409A of the Code, following October&nbsp;3, 2004) may be surrendered to the Acquiring Entity during the 90-day period
following the occurrence of the Change of Control in return for a payment in cash or shares of New Stock or a combination of cash and shares of New Stock as determined by the Acquiring Entity, equal in value to the excess of (I)&nbsp;a the higher of
(1)&nbsp;the per share value of the consideration received by shareholders of the Company upon the occurrence of the Change of Control (valued for such purpose as of the date of the Change of Control) or (2)&nbsp;the highest per share price for
Common Stock of the Company during the period commencing with the public announcement of the proposed Change of Control transaction and ending upon the occurrence of the Change of Control over (II) the per share exercise price of the Common Stock of
the Company under the Prior Option, multiplied by the number of shares of Common Stock of the Company subject to the Prior Option.&#148; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">5. As amended hereby, the Plan is specifically ratified and reaffirmed. </FONT></P>
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