SEC Filings

W&T OFFSHORE INC filed this Form 10-Q on 05/04/2017
Entire Document


Appendix A

Performance Goals for 2017 Award

The Performance Goals for your Restricted Stock Units shall be comprised of the business criterion noted below.  Subject to the achievement of the applicable Performance Level (defined below) for the applicable performance period and resulting adjustments under Section 3(b) of the Agreement, your Restricted Stock Units, as adjusted, will become Vested Units on the Vesting Date, only if you have been an employee or service provider of the Company or of a Subsidiary continuously from the Date of Grant through the Vesting Date.  The applicable Scale between the Performance Levels on the charts below will be calculated using straight-line interpolation. The Committee shall review, analyze and certify the achievement of the Performance Level for each business criteria for the applicable performance period and shall determine whether the Performance Vesting Requirement has been met, in accordance with the Agreement and the terms of the Plan.  For determination of meeting the Performance Vesting Requirement, the Performance Level achieved for the applicable performance period shall be deemed achieved effective as of the last day of the applicable performance period, despite any delay that may occur in determining which Performance Level is met during the Committee’s certification process.



Business Criteria


Percentage of 100% of Restricted Stock Units Which are Subject to Performance Criteria

Performance Period

Adjusted EBITDA(1) for the Performance Period, but taking into account the effect of property sales, if applicable, as approved by the Compensation Committee (Measurement rounded to nearest million)


The full calendar year, from January 1 to December 31, 2017  


Performance Level (000)






(“Target”):$235,000 or greater


$160,000 or greater


$90,000 or greater




less than $90,000





(1)  We define EBITDA as net income plus income tax expense, net interest expense, depreciation, depletion, amortization, and accretion. Adjusted EBITDA excludes the unrealized gain or loss related to our derivative contracts, contract option fee, gain or loss on extinguishment of debt, gains or losses in connection with litigation settlements, gains and losses on the sale of assets and other items that are, in the sole discretion of the Compensation Committee appropriate adjustment to reflect normalized results.   


Executive (2017):11