Print Page  Close Window

SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
<PAGE>


compensation  contingent  upon Key's  achievement  of goals to be set forth in a
strategic  plan to be developed by the Executive  Committee.  Base  compensation
will be reviewed  annually and may be increased (but not decreased) by the Board
of Directors in its discretion.  Pursuant to the agreement,  upon and subject to
completion by Key of a significant  merger or other major corporate  transaction
in fiscal 1996 or 1997,  Mr. John will also receive a bonus of $250,000  payable
in four equal  installments,  commencing on the date of completion of the merger
or other  transaction and thereafter at equal  intervals  determined so that the
final  installment is paid on January 1, 1998.  Payments made after July 1, 1995
will bear interest at 6%. The determination of when a merger is "significant" or
other  corporate  transaction  "major",  so as to entitle Mr. John to the bonus,
will be made by the Board of Directors. The Board has determined that the Merger
is a significant merger and,  accordingly,  Mr. John will be entitled to a bonus
as described  above. The agreement also provides for the grant of options to Mr.
John  described  above under "1995 Stock Option Plan." If during the term of the
agreement Mr. John is  terminated by Key for any reason other than cause,  or if
he terminates his employment for a good reason or following a change of control,
he  will  receive  severance   compensation   equal  to  three  times  his  base
compensation in effect at the time of  termination,  payable in 36 equal monthly
installments,  provided,  however,  that if termination results from a change of
control,  severance  compensation  will be  payable in a lump sum on the date of
termination.  Mr. John is also subject to restrictions on competition during the
term of the agreement and, with certain  exceptions,  the severance period.  Mr.
John has waived his rights with  respect to a change of control  resulting  from
the Merger with WellTech.


         Key has also entered into employment agreements as of July 1, 1995 with
Messrs.  Laidley and Evatt. Mr. Laidley's  agreement provides that he will serve
as  President  of Yale E Key for a three year term  commencing  July 1, 1995 and
thereafter for successive one year terms unless  terminated 30 days prior to the
commencement  of an extension  term,  receive base  compensation of $192,000 per
year,  participate in an incentive  compensation plan providing for cash bonuses
up to 50% of base  compensation,  and  receive  stock  options  under 1995 Stock
Option Plan.  Mr. Evatt's  agreement  provides that he will serve as Key's Chief
Accounting  Officer  and  Treasurer  for a term  identical  to the  term  in Mr.
Laidley's agreement, receive base compensation of $105,000 per year, participate
in an incentive  compensation plan, providing for cash bonuses up to 30% of base
compensation, and receive stock options under 1995 Plan.

         In connection with the acquisition of Odessa  Exploration,  Key entered
into a three year  employment  agreement  with D. Kirk  Edwards.  The  agreement
provides  for an annual  salary of $125,000  and a bonus  contingent  upon Key's
attainment of certain  earnings  criteria from certain wells. The amount of such
bonus for fiscal 1995 and fiscal 1994 is  reflected  in the  compensation  table
above.

         Effective  February 1, 1995,  Max Emmert III retired as a Director  and
Vice  President of Key and as President and Chief  Executive  Officer of Yale E.
Key. During the three year period  commencing  February 1, 1995, Mr. Emmert will
receive $112,500 per year,  reimbursement of reasonable  automobile expenses and
health and life  insurance  and will serve as a  consultant  and Chairman of the
Board of Directors  of Yale E. Key.  Mr.  Emmert has also agreed that for a five
year period,  commencing  February 1, 1995,  he will not directly or  indirectly
compete with Key or its subsidiaries.

         Effective as of and subject to consummation of the Merger, Key and each
of Messrs. Hill and Huseman have agreed to enter into employment agreements. The
employment agreements are expected to be for three years and to provide for base
compensation of $180,000 per year,  participation  in an incentive  compensation
plan providing for cash bonuses up to 50% of base compensation and participation
in Key's 1995 Stock  Option  Plan.  Mr. Hill will serve as  President  and Chief
Executive Officer of the Key subsidiary which will operate WellTech's  NorthEast
operations subsequent to the Merger, and Mr. Huseman will serve as President and
Chief  Executive  Officer of the Key  subsidiary  which will operate  WellTech's
Mid-Continent operations subsequent to the Merger.

                                      -50-