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KEY ENERGY SERVICES INC filed this Form 8-K on 12/05/2017
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NOW, THEREFORE, in consideration of the [Participant Election and the mutual covenants hereinafter set forth, the parties hereto agree as follows:


1. Grant of Performance-Based Restricted Stock Units. The Company hereby grants to the Participant the Performance-Based Restricted Stock Unit Award consisting of [•] Performance-Based Restricted Stock Units. The number of Performance-Based Restricted Stock Units that the Participant will actually earn will be determined as set forth in Section 3 hereof.


2. Incorporation by Reference. The provisions of the Plan are incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Administrator shall have the authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement.


3. Vesting of Performance-Based Restricted Stock Units. Subject to (i) the Participant’s Continued Service through the last day of the 2020 Performance Period (as defined below) and (ii) compliance with the terms and conditions of this Agreement (including without limitation, the restrictive covenants set forth in Appendix A), the Performance-Based Restricted Stock Units shall be earned and vested following the end of the 2020 Performance Period (as defined below). One-third of the target number of Performance-based Restricted Stock Units granted in Section 1 will be assigned to each individual Performance Period, with the actual number of Performance-Based Restricted Stock Units in each tranche that will become earned and vested during that Performance Period to be determined based on the Company’s level of adjusted non-capitalized EBITDA (as defined below) generated (the “Performance Goal”) during the applicable performance periods set forth below (each a “Performance Period”). As used herein, “EBITDA” means Company adjusted non-capitalized earnings before interest, taxes, depreciation and amortization.


  (a) Performance Periods.


Fiscal Year

   EBITDA Threshold
(0.5x Payout)
     EBITDA Target
(1.0x Payout)
     EBITDA Stretch
(1.5x Payout)
     EBITDA Maximum
(2.0x Payout)


   $ 32.8      $ 41.0      $ 51.3      $ 61.5  


   $ 64.0      $ 80.0      $ 100.0      $ 120.0  


   $ 80.0      $ 100.0      $ 125.0      $ 150.0