Issuance of Restricted Stock Awards

On May 21, 2009, at the Company's annual meeting of stockholders, the Company's stockholders approved a 3 million share increase in the number of shares of common stock available under the Company's 2004 Long Term Incentive Plan. As disclosed in the proxy statement relating to the annual meeting of stockholders, the Compensation Committee of the Board of Directors of the Company preliminarily approved awards of restricted stock to certain executives and employees subject to stockholder approval of the increase in the number of shares of common stock available under the Company's 2004 Long Term Incentive Plan. On June 29, 2009, the Company issued the awards to named executives previously disclosed in the proxy statement, as follows:

                                                            Number of
Name                                              Shares of Restricted Stock(1)

Jerry Winchester
President and Chief Executive Officer                                     400,000
Dewitt Edwards
Chief Operating Officer                                                   300,000
Cary Baetz
Chief Financial Officer                                                   150,000
Allen Duke
Sr. VP Global Business Development and Delivery                            50,000
John Hebert
Sr. VP Resource Management                                                 25,000


_______________________________

(1) All awards vest in four equal annual installments in February of each year, with the first installment vesting February 2010.

Amendment of Certain Employment/Severance Agreements

Also effective June 29, 2009, the Company entered into amended and restated employment agreements with Messrs. Winchester and Edwards and an amended and restated severance agreement with Mr. Baetz. The amended and restated employment agreements and severance agreement revise the amount and terms of severance payments that would be made in the event of a change in control transaction to be more competitive with current market practices. The amended agreements provide that upon termination of the executive's employment by us for any reason other than for cause, or if the executive terminated his employment for good reason, in each case within one year following a change in control transaction, the executive would be entitled to a lump sum payment equal to 2.5 times, in the case of Mr. Winchester, or 2 times, in the case of Messrs. Edwards and Baetz, his annual salary and bonus, continued payment of medical insurance premiums for 2.5 years, in the case of Mr. Winchester, or 2 years, in the case of Messrs. Edwards and Baetz, and the acceleration of the vesting of incentive awards as of the date of termination. The foregoing summary is qualified by reference to the text of each agreement, which are filed herewith as exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.

(c) Exhibits. The following exhibits are filed as part of this current report on Form 8-K:

Exhibit No.   Item

   10.1       Amended and Restated Employment Agreement between Boots &
              Coots, Inc. and Jerry Winchester, dated June 29, 2009.

   10.2       Amended and Restated Employment Agreement between Boots &
              Coots Services, LLC and Dewitt Edwards, dated June 29,
              2009.

   10.3       Amended and Restated Severance Agreement between Boots &
              Coots Services, LLC and Cary Baetz, dated June 29, 2009.