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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         Outside  Directors Stock Option Plan. On July 6, 1995, the Compensation
Committee  adopted,  subject to Board of Directors and stockholder  approval,  a
stock option plan for its outside directors (the "Outside Directors Plan") which
provides  for the grant of options to purchase a total of 300,000  shares of Key
Common Stock to the outside  directors  of Key.  The Board  approved the Outside
Directors  Plan on October 5,  1995.  Under the  Outside  Directors  Plan,  each
outside director who was a member of the Executive Committee on July 1, 1995 and
remains an Outside  Director at the time of stockholder  approval of the Outside
Directors Plan will automatically receive an option to purchase 50,000 shares on
July 6, 1995 and an option  to  purchase  25,000  shares on July 1,  1996;  each
outside director who was not a member of the Executive Committee on July 1, 1995
and  remains an Outside  Director  at the time of  stockholder  approval  of the
Outside Directors Plan will  automatically  receive an option to purchase 25,000
shares  effective July 5, 1995 and an option to purchase 25,000 shares effective
July 1, 1996;  and each outside  director who first becomes an outside  director
after July 1, 1995,  but prior to July 1, 1996,  will  automatically  receive an
option purchase 50,000 shares on July 1, 1996. The exercise price of each option
will be the fair  market  value of Key  Common  Stock on the date of the  grant.
Compensation  expense  relative  to such  options  will be  measured in a manner
similar to options  issued under the 1995 Stock Option Plan.  The  expenses,  if
any,  will be  recognized  over the two-year  period  ended June 30,  1997.  The
Outside  Directors  Plan is one of the items to be considered at the Key Special
Meeting.  (See "Proposals to be Voted upon at the Key Special  Meeting--Item  5:
Adoption and Approval of the Outside Directors Stock Option Plan.")


         Yale E. Key Plan.  Yale E. Key  maintains a 401-(k)  Plan which  covers
substantially  all of the employees of Yale E. Key. Key made a  contribution  to
the 401-(k)  Plan in fiscal  1995 in the amount of  $20,000,  but did not make a
contribution in fiscal 1994 or 1993.

         Employment Agreements with Executive Officers.  Until July 1, 1995, Mr.
John was a party to an employment letter agreement (the "Letter Agreement") with
Key which  provided that Mr. John would receive  $225,000 in salary per year and
would also be eligible to earn a cash bonus, Common Stock grant or options based
on  his  individual  and  Key's  performance.  In  addition,  if Mr.  John  were
terminated,  the  Letter  Agreement  provided  that he would  receive  severance
payments in an amount of up to approximately $244,000 and benefits, comprised of
life insurance, health insurance and use of a car, for up to 13 months after the
date of termination.

         Effective  as of  July  1,  1995,  Key  entered  into a new  employment
agreement  with Mr. John which  provides  that Mr. John will serve as President,
Chief  Executive  Officer and a Director of Key for a three year term commencing
July 1, 1995 and continuing until June 30, 1998, and thereafter the term will be
automatically  extended for successive one year terms unless terminated no later
than  30  days  prior  to the  commencement  of an  extension  term.  Under  the
agreement,  Mr. John will receive a base  compensation  of $325,000 per year and
will  be  eligible  for  annual  incentive  compensation  of up to 30%  of  base

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