Print Page  Close Window

SEC Filings

KEY ENERGY SERVICES INC filed this Form 8-K on 12/05/2017
Entire Document

  (b) Certification. Following completion of each Performance Period, the Administrator shall review and certify in writing the level of performance achieved with respect to the Performance Goal for such Performance Period. In the event that EBITDA performance was reached in between any of the levels set forth in Section 3(a), the number of Performance-Based Restricted Stock Units that will be deemed earned and vested for that tranche will be interpolated on a linear basis. At the end of the 2020 Performance Period, the Administrator shall review the number of Performance-Based Restricted Stock Units in each tranche that were deemed to have been earned and vested to determine the aggregate number of Performance-based Restricted Stock Units that have become earned and vested pursuant to this Agreement.


4. Settlement.


  (a) Amount. The Company will deliver one share of Common Stock for each vested Performance-Based Restricted Stock Unit, less any withholding (as permitted pursuant to the Plan and Section 7 hereof). The value of any fractional Performance-Based Restricted Stock Unit shall be rounded down at the time shares of Common Stock are issued. No fractional shares of Common Stock, nor the cash value of any fractional shares of Common Stock, will be issuable or payable pursuant to this Agreement. The value of shares of Common Stock shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken in accordance with this Section 4 shall be construed to create a trust or a funded or secured obligation of any kind.


  (b) Timing. Delivery in respect of the vested Performance-Based Restricted Stock Units will be made as soon as administratively practicable following completion of the certification required by Section 3(b) above with respect to the 2020 Performance Period, and in any event within sixty (60) days following the end of the 2020 Performance Period. Such delivery shall be subject to the Participant’s continued compliance with the restrictive covenants set forth in Appendix A.


5. Termination of Continuous Service. Subject to Section 6(b), or as may otherwise be determined by the Board in its discretion, all unvested Performance-Based Restricted Stock Units shall be forfeited upon termination of the Participant’s Continuous Service for any reason.


6. Change of Control.


  (a) Notwithstanding Section 3, the Board may, in its sole discretion, accelerate the vesting of the Performance-Based Restricted Stock Units in connection with a Change of Control (as defined below).


  (b) Notwithstanding anything to the contrary in this Agreement, if the Participant’s Continuous Service is terminated (i) by the Company other than due to a Termination for Cause (as defined below) or (ii) by the Participant due to a Termination for Good Reason (as defined below), in each case within twelve (12) months following a Change of Control, the Board may determine, in its sole discretion, to accelerate the vesting of any unvested Performance-Based Restricted Stock Units, which determination shall be made prior to the Change of Control, and if accelerated, shall be settled in accordance with Section 4.