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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         Option  Price.  The  price at  which  shares  of  Common  Stock  may be
purchased  upon  exercise of an Option will be specified by the Committee at the
time the Option is  granted,  but in the case of an ISO,  except as set forth in
the  following  sentence,  may not be less than the fair market  value of Common
Stock  subject to the Option on the date the ISO is  granted.  In the case of an
employee who owns (or is considered to own under Section 424(d) of the Code) Key
Common Stock possessing more than ten percent of the total combined voting power
of stock of Key or any  subsidiary,  the price at which  shares may be purchased
pursuant  to an ISO may not be less  than 110% of the fair  market  value of the
Common Stock on the date the ISO is granted.

         The "fair market  value" of a share of Common  Stock at any  particular
date shall mean (a) the last reported sales price or the average of the reported
closing  bid and asked  prices (i) as reported on the  American  Stock  Exchange
Composite Tape, or (ii) if Key Common Stock is not listed or admitted to trading
on the American Stock Exchange, on the principal national securities exchange on
which such  security  is listed or  admitted  to  trading,  or (iii) if not then
listed or admitted to trading on any national securities exchange, on the NASDAQ
National  Market  System;  or (b) if Key  Common  Stock  is not  quoted  on such
National  Market System,  (i) the average of the closing bid and asked prices on
such date in the  over-the-counter  market as reported by NASDAQ, or (ii) if bid
and asked  prices for such  security  on such date shall not have been  reported
through  NASDAQ,  the  average  of the  bid and  asked  prices  of such  date as
furnished  by any  American or New York Stock  Exchange  member  firm  regularly
making a market in such security selected for such purpose by the Committee;  or
(c) if Key  Common  Stock is not then  listed  or  admitted  to  trading  on any
national  exchange  or quoted in the  over-the-counter  market,  the fair  value
thereof  determined  in good faith by the Committee as of a date which is within
30 days of the date as of which the termination is to be made.

         As of the date of this  Prospectus,  shares  of Key  Common  Stock  are
traded on AMEX.

         Duration of Options.  The duration of any Option is  determined  by the
Committee in its discretion and shall be specified in the Option  Agreement.  No
ISO may be  exercisable  after the  expiration  of 10  years,  and no NSO may be
exercisable  after  the  expiration  of 10 years  and one day,  from the date of
grant, except that in the case of any employee who owns (or is considered to own
under Section 424(d) of the Code) Common Stock  possessing more than ten percent
(10%) of the total  combined  voting power of all classes of stock of Key of any
subsidiary,  no ISO may be  exercisable  after the  expiration of five (5) years
from the date of grant.

         Exercise of Options. Payment of the exercise price may be made in cash,
check made payable to Key, or, at  Committee's  discretion,  in shares of Common
Stock;  provided,  however,  that the Optionee may not make payment in shares of
Common  Stock  previously  acquired by him  pursuant to the  exercise of an ISO,
unless  such  shares  have been held by him for at least two (2) years  from the
date of  grant of the ISO and at  least  one (1) year  from the date the ISO was
exercised.  If the option agreement permits,  payment of the option price may be
made in part by a promissory  note executed by the Optionee and  containing  the
following terms and conditions:  (a) it shall be secured by the shares of Common
Stock  obtained  upon  exercise of the Option;  (b)  repayment  shall be made on

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