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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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         The  exercise  price of the NSO shall be the Fair  Market  Value on the
date of the grant. "Fair Market Value" means the mean of the high and low prices
at which the Common Stock is traded on the date in question,  as reported on the
composite  American  Stock  Exchange tape. The exercise price of an NSO shall be
paid in U.S. Dollars on the date of exercise.

         All NSOs  granted  to Group A  Outside  Directors  and  Group B Outside
Directors  effective as of July 6, 1995 shall vest immediately.  NSOs granted to
Group A Outside Directors and Group B Outside Directors as of July 1, 1996 shall
vest in two  installments  of NSOs to purchase  8,333 shares each on July 1 1996
and July 1, 1997 and a third  installment  of NSOs to purchase  8,334  shares on
July 1, 1998. NSOs granted to Group C Outside Directors  effective as of July 1,
1996  shall  vest in four  installments  with the first  installment  of NSOs to
purchase  10,000 shares to vest July 1, 1996, two  installments of 13,333 shares
each to  vest  on July 1,  1997  and  July 1,  1998,  respectively,  and a final
installment to purchase 13,334 shares to vest on July 1, 1999.

         Cessation of Service, Retirement or Death. Upon cessation of service as
an Outside Director (other than for reasons of retirement,  death or removal for
cause),  NSOs  exercisable on the date of cessation of service shall continue to
be exercisable by the grantee for 90 days following cessation of service, but in
no event after the expiration of the Option Period. If a grantee ceases to serve
as an Outside  Director having reached the age of 65 years,  NSOs exercisable on
the date of cessation of service shall continue to be exercisable by the grantee
for 12 months  following the date of retirement from the Board,  but in no event
after the  expiration of the Option  Period.  Upon the death of a grantee,  NSOs
exercisable  on the date of death shall be  exercisable  by the grantee's  legal
representative  or heirs for 12 months from date of death, but in no event after
expiration  of the Option  Period.  If (a) an Outside  Director  is removed as a
director of Key for cause, (b) a NSO is not exercisable on the date on which the
grantee ceases to serve as an Outside Director, or (c) a NSO is not exercised in
full before it ceases to be exercisable,  then, the NSO shall, to the extent not
previously exercised, thereupon be forfeited.

         Administration,  Amendment and  Termination of the Directors  Plan. The
Directors Plan shall be  administered  by the Committee and may be terminated or
amended by the Committee as it deems advisable.  However,  an amendment revising
the size or frequency of awards or the exercise price, date of exercisability or
Option Period of a NSO shall not be made more  frequently  than every six months
unless  necessary to comply with the Code. No amendment may revoke or alter in a
manner  unfavorable  to the  grantees  any NSOs  then  outstanding,  nor may the
Committee  amend the  Directors  Plan  without  stockholder  approval  where the
absence of such approval  would cause the Directors  Plan to fail to comply with
Rule 16b-3 under the Exchange Act, or cause any recipient under the Plan to fail
to be a "disinterested person" under Rule 16b-3.

         Other Terms.  No NSO granted under the Directors  Plan is  transferable
other than by will or the laws of descent and  distribution;  provided  that, at
the discretion of the  Committee,  an NSO may be transferred by a grantee solely
to  members of his or her  immediate  family or trusts or  partnerships  for the
benefit of such persons by gift. During the grantee's lifetime,  an NSO may only
be exercised by the grantee or the grantee's  guardian or legal  representative.
Except as provided in the  Directors  Plan, no Outside  Director  shall have any
claim or right to be  granted  an NSO  under the  Directors  Plan.  Neither  the
Directors  Plan nor any  action  thereunder  shall be  construed  as giving  any
director any right to be retained in the services of Key.

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