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8-K
KEY ENERGY SERVICES INC filed this Form 8-K on 12/05/2017
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EX-10.3

Exhibit 10.3

KEY ENERGY SERVICES, INC.

2016 EQUITY AND CASH INCENTIVE PLAN

PERFORMANCE-BASED

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT, including the Appendix attached hereto (this “Agreement”), dated as of [•] (the “Date of Grant”), is made by and between Key Energy Services, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”).

R E C I T A L S:

WHEREAS, Awards of Restricted Stock Units intended to qualify as Performance Compensation Awards (“Performance-Based Restricted Stock Units”), may be granted pursuant to the Key Energy Services, Inc. 2016 Equity and Cash Incentive Plan (the “Plan”);

[WHEREAS, in [December 2016] [January 2017] the Participant received equity awards pursuant to a Performance-based/Time-vested Option Award Agreement and a Performance-based/Time-vested Restricted Stock Unit Agreement (together, the “Prior Awards”);

WHEREAS, the Company has determined that the first tranche of the Prior Awards that is scheduled to vest during [December 2017] [and January 2018] shall be allowed to vest, if at all, pursuant to the terms and conditions of the original award agreements (the “December Vesting Awards”);

WHEREAS, the Company has determined that the Participant be given an election to continue to hold the Prior Awards that do not become vested with the December Vesting Awards, or to forfeit all rights to the Prior Awards other than the December Vesting Awards and receive this new award of Performance-Based Restricted Stock Units;

WHEREAS, the Participant has elected to forfeit all rights pursuant to the Prior Awards other than the December Vesting Awards and to receive the Performance-Based Restricted Stock Units granted pursuant to this Agreement (the “Participant Election”);

WHEREAS, by making the Participant Election the Participant has agreed that the vesting and settlement of the December Vesting Awards was in full satisfaction of the Prior Awards;]

WHEREAS, the Administrator has determined that it is in the best interests of the Company and its stockholders to grant the Performance-Based Restricted Stock Units (the “Performance-Based Restricted Stock Unit Award”) provided for herein pursuant to the terms of the Plan and subject to the further terms and conditions set forth herein; and

WHEREAS, the Participant desires to accept the Performance-Based Restricted Stock Unit Award made pursuant to this Agreement and agrees to abide by the restricts that accompany this Agreement, including those set forth in Appendix A hereto.