Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Vice President, Corporate Controller and Chief Accounting Officer On May 13, 2009, the Compensation Committee of Complete Production Services, Inc. (the "Company") approved the retirement of Robert L. Weisgarber, the Company's Vice President, Corporate Controller and Chief Accounting Officer, to be effective as of July 1, 2009.
In connection with Mr. Weisgarber's retirement, the Compensation Committee approved a Retirement Agreement for Mr. Weisgarber (the "Retirement Agreement"), which provides for (a) the payment of a lump sum retirement benefit of approximately $392,600, representing one year's salary plus bonus and annual car allowance; (b) the accelerated vesting as of July 1, 2009 of his outstanding unvested equity awards, comprised of 9,766 unvested stock options and 5,133 unvested shares of restricted stock; and (c) an extension of the exercise period to July 1, 2010 for 17,066 of Mr. Weisgarber's outstanding options. The lump sum retirement benefit will be paid within the thirty-day period following January 1, 2010.
Mr. Weisgarber's benefits under the Retirement Agreement are conditioned upon Mr. Weisgarber's execution of a general release of claims in favor of the Company and its subsidiaries and Mr. Weisgarber's agreement to non-solicitation, non-competition and non-disparagement covenants. In connection with the execution of the Retirement Agreement, the Executive Agreement dated November 13, 2006 between the Company and Mr. Weisgarber (the "Executive Agreement") was terminated. No further benefits under the Executive Agreement will be available to Mr. Weisgarber.
Mr. Weisgarber has agreed to provide transition services to the Company as an independent contractor from July 1, 2009 to December 31, 2009, which services could include assistance with the transition of his former responsibilities to his successor and preparation of the Company's filings with the Securities and Exchange Commission, as requested by the Company. The Company has agreed to pay Mr. Weisgarber $2,500 per month for each month during which Mr. Weisgarber provides such transition services to the Company.
A copy of the Retirement Agreement between the Company and Mr. Weisgarber is attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

10.1 Retirement Agreement between the Company and Robert L. Weisgarber dated May 15, 2009.

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