Form of Restricted Stock Grant Agreement - Non-employee Directors

Exhibit 10.6 BASIC ENERGY SERVICES, INC. FORM OF RESTRICTED STOCK GRANT AGREEMENT (Non-Employee Director) Grantee: ____________________ 1. Grant of Stock . As of the Grant Date (identified in Section 12 below), Basic Energy Services, Inc. (formerly BES Holding Co.), a Delaware corporation (the " Company" ), hereby grants to the Grantee (identified above), an employee of the Company, the number of shares of the Company' s common stock, $0.01 par value per share (the " Common Stock" ) identified in Section 12) below (the " Shares" ), subject to the terms and conditions of this agreement (the " Agreement" ) and the Second Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan (the " Plan" ). The Plan is hereby incorporated in this Agreement in its entirety by reference. The Shares, when delivered to Grantee upon expiration of the vesting period, shall be fully paid and nonassessable. 2. Definitions . All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein. Section 12 below sets forth meanings for certain of the capitalized terms used in this Agreement. 3. Vesting Term . The Shares granted to Grantee hereunder on the Grant Date (identified in Section 12 below) will vest in Grantee in the increments set forth in Section 12 below on each of the dates set forth in Section 12 below. 4. Grant Price . No consideration shall be payable by the Grantee to the Company for the Shares. 5. Restriction on Shares . (a) The Shares granted to Grantee hereunder shall be retained in the possession of the Company until vested in the Grantee as provided in Sections 3 and 12 hereof. (b) All unvested shares will be forfeited by the Grantee in the event of Grantee' s resignation or removal from the Board of Directors of the Company under circumstances that do not cause Grantee to become fully vested under the terms of this Agreement. (c) At such time as the vesting period is satisfied, a certificate for the Shares no longer subject to forfeiture will be delivered to the Grantee without the legend set forth in Section 5(e) below. (d) From and after the date of this Grant and prior to any forfeiture of the Shares, the Grantee shall be entitled to vote the Shares and shall be entitled to receive any


cash dividends payable on the Shares. Any stock dividends applicable to the Shares shall be retained by the Company until the vesting period of the Shares on which the stock dividend was issued is satisfied. (e) A certificate representing the Shares granted hereunder shall be issued to the Grantee pursuant to the terms of the Plan as of the Grant Date and shall be marked with the following legend: " The shares represented by this certificate have been issued pursuant to the terms of the Second Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as set forth in the terms of such Plan or Award dated ___." 6. Independent Legal and Tax Advice . Grantee acknowledges that the Company has advised Grantee to obtain independent legal and tax advice regarding the grant of the Shares and any disposition of any such Shares. 7. Reorganization of Company . The existence of the Grant shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes ...