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SEC Filings

8-K
KEY ENERGY SERVICES INC filed this Form 8-K on 12/05/2017
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10. Detrimental Activity.

 

  (a) Upon delivery of Common Stock in respect of vested Performance-Based Restricted Stock Units, the Participant shall certify in a manner acceptable to the Company that the Participant has not engaged in any Detrimental Activity (as defined below).

 

  (b) The Administrator may cancel, rescind, suspend, withhold or otherwise limit or restrict this Performance-Based Restricted Stock Unit Award, in whole or in part, at any time if the Participant engages in any Detrimental Activity.

 

  (c) In the event a Participant engages in Detrimental Activity after delivery of Common Stock in respect of vested Performance-Based Restricted Stock Units and during any period for which any restrictive covenant prohibiting such activity is applicable to the Participant, such delivery may be rescinded within one (1) year after the Participant engages in such Detrimental Activity. In the event of any such rescission, the Participant shall pay to the Company the amount of any gain realized or payment received as a result of the delivery, in such manner and on such terms and conditions as may be required by the Company. The Company shall be entitled to set-off against the amount of any such gain any amount owed to the Participant by the Company, subject to compliance with Section 409A of the Code, if applicable.

 

  (d) Detrimental Activity” means (i) any violation of the terms of any written agreement (including this Agreement, an Award Agreement, employment agreement or other agreement) with the Company or any of its Affiliates relating to covenants with respect to non-disclosure, confidentiality, intellectual property, work product, inventions assignment, privacy, exclusivity, non-competition, non-solicitation or non-disparagement; (ii) breach of the Company’s Code of Business Conduct; (iii) activity that is discovered to be grounds for or results in the Participant’s Termination for Cause; (iv) the conviction of, or guilty plea entered by, the Participant for any felony or a crime involving moral turpitude whether or not connected with the Company or its Affiliates; or (v) the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or any of its Affiliates.

 

11. Compliance with Laws, Regulations and Company Policies. The grant and payment of the Performance-Based Restricted Stock Units shall be subject to compliance by the Company and the Participant with all applicable requirements of state and federal laws and regulatory agencies and with all applicable requirements of any stock exchange on which the Common Stock may be listed at the time of such issuance or transfer, if applicable. This Performance-Based Restricted Stock Unit Award shall also be subject to any applicable clawback or recoupment policies, share trading and stock ownership policies of the Company, and other policies that may be implemented by the Board from time to time.

 

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