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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         Administration. The 1995 Plan is to be administered by a committee (the
"Committee")  consisting  of at least three  directors of Key, each of whom is a
"disinterested  person"  within the meaning of Rule 16b-3 under the Exchange Act
and an "outside  director" within the meaning of Section 162(m) of the Code. The
Committee may include those directors who serve on the Compensation Committee of
the Board.  The Committee has the sole  authority to adopt,  amend,  and rescind
such  rules  and  regulations  as,  in  its  opinion,  may be  advisable  in the
administration of the 1995 Plan. All questions of interpretation and application
of the rules and  regulations of the 1995 Plan and of options will be subject to
the  determination of the Committee,  which  determination is final and binding;
however,  the Committee  will have no  discretionary  or  interpretive  power or
authority  with  respect to any grant  under the 1995 Plan which would cause any
non-employee director to fail to be a "disinterested person." The members of the
Committee, all of whom serve at the pleasure of the Board, are currently Messrs.
Greenfield,  Manly  and  Wolkowitz,  who are  the  members  of the  Compensation
Committee.

         Options.  The total  number of shares of Key  Common  Stock that may be
subject to options under the 1995 Plan may not exceed 1,150,000 in the aggregate
(the "Reserved Shares").  The total amount of Common Stock with respect to which
options  may be granted  over the life of the 1995 Plan to any  single  employee
shall not exceed  500,000 in the  aggregate.  For purposes of  calculating  this
individual limit, options which have been canceled, forfeited or have expired by
their  terms  are  counted  and  options  which  are  repriced  are  treated  as
cancellation  of old options  and  issuance of new  options.  Options  which are
canceled,  forfeited or expire by their terms without being  exercised  shall be
available  for future  grants under the 1995 Plan.  The  Committee may determine
which key  employees of Key or any  subsidiary or other persons shall be granted
options  under the 1995 Plan,  the terms of the  options  (including  whether an
option shall be an ISO or a nonqualified  stock option ("NSO") and the number of
shares which may be purchased under the option.  The Committee may grant options
designated as an ISO to eligible  employees and options that constitute a NSO to
eligible directors,  employees or other persons.  The number of shares of Common
Stock to be covered by any option shall be as determined by the Committee.

         Eligibility. The individuals eligible to receive Options under the 1995
Plan  consist of key  employees  (including  officers  who may be members of the
Board),  directors  who are neither  employees  nor members of the Committee and
other  individuals who render services of special  importance to the management,
operation or development of Key or any subsidiary,  and who have  contributed or
may be expected to contribute  materially to the success of Key or a subsidiary,
provided, however, that only key employees are eligible to receive ISOs.

         Method of Granting  Options.  The Committee shall determine and specify
the  number  of  shares of  Common  Stock  granted  under an Option in an option
agreement which must be signed by the Optionee and by Chief Executive Officer of
Key.


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