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KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         Other Compensation. Key has no other deferred compensation,  pension or
retirement plans in which executive officers participate.

         Compensation  Committee  Interlocks  and  Insider  Participation.   The
following  persons  served  as  members  of the  Compensation  and  Stock  Grant
Committee of the Board of Directors (the  "Compensation  Committee")  during the
year ended June 30, 1995: Van Greenfield,  William Manly, and Morton  Wolkowitz.
None of the members of the Compensation Committee were employees of Key.

         Compensation   Committee   Report.   The   Compensation   Committee  is
responsible for establishing Key's compensation philosophy and policies, setting
the terms of and  administering  the Key 1995 Stock  Option Plan and other stock
option or stock  grant  plans  which may from  time to time be  adopted  by Key,
reviewing and approving  employment  contracts  and salary  recommendations  for
executive  officers of Key and setting the  compensation for the Chief Executive
Officer of Key. Key's overall compensation  philosophy is to align the financial
interest of Key's management with those of its stockholders, taking into account
Key's  expectations for growth and  profitability,  the necessity to attract and
retain  the  best  possible  executive  talent  and  to  reward  its  executives
commensurate  with  their  ability to enhance  stockholder  value.  Accordingly,
employment  agreements with the executive  officers approved by the Compensation
Committee provide for compensation  consisting of base salary,  participation in
an incentive  compensation  plan based upon  performance and stock options.  The
Compensation  Committee's decision to recommend termination of Key's Stock Grant
Plan and adoption of the Key 1995 Stock Option Plan was taken, in part, to align
more closely the  financial  interests of executive  officers and key  employees
with those of Key's  stockholders.  The  Compensation  Committee  believes  that
providing  executives with  opportunities to acquire  significant  stakes in the
growth and  prosperity  of Key through  grants of stock options will both enable
Key to attract and retain executives with the outstanding  managerial  abilities
essential to Key's success,  motivate these  executives to perform to their full
potential and enhance stockholder value.

         In  approving  base and  incentive  compensation  levels for  executive
officers,  the  Compensation  Committee  has  considered  the actual  results of
operations of Key compared with Key's internal projections and target levels for
revenues,  income before taxes and extraordinary  items, net income and earnings