C Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
First Amendment to 2017 Management Incentive
Plan
On January31, 2017, the board of directors (the Board) of CJ
Energy Services, Inc. (the Company) approved the First Amendment
(the First Amendment) to the CJ Energy Services, Inc. 2017
Management Incentive Plan (as amended from time to time, the
Plan) in order to enable the Company to withhold taxes due or
potentially payable with respect to an award granted under the
Plan from shares of the Companys common stock (including shares
otherwise issuable under an award) at the maximum statutory
withholding rate applicable to the awardee.
The foregoing description of the First Amendment does not purport
to be complete and is qualified in its entirety by reference to
the full text of the First Amendment, a copy of which is filed as
Exhibit 10.1 hereto.
Adoption of Forms of Equity Award Agreements under
the 2017 Management Incentive Plan
On January31, 2017, the Board and the compensation committee (the
Committee) of the Board approved and adopted forms of award
agreements for the grant of restricted stock and nonqualified
stock options under the Plan (collectively, the Award
Agreements).
The restricted stock award agreements include an executive
officer form, a non-executive employee form and a non-employee
director form. The executive officer restricted stock award
agreement provides for time-based vesting and, consistent with
each executive officers employment agreement, provides for
acceleration of vesting in connection with certain events,
including termination by the Company without cause or by the
executive officer for good reason or due to death or disability.
The non-executive employee restricted stock award agreement
provides for time-based vesting and acceleration of vesting in
connection with certain events, including termination by the
Company without cause or by the employee for good reason, in each
case, within one year following a change in control, or due to
death or disability. The non-employee director restricted stock
award agreement provides for time-based vesting and acceleration
of vesting in connection with certain events, including
termination due to death or disability or failure to be
re-elected to serve as a director. The restricted stock award
agreements include certain non-disclosure, non-disparagement,
non-solicitation and non-competition obligations that apply for
up to two years following termination.
The stock option award agreements include an executive officer
form and a non-executive employee form. The executive officer
stock option award agreement provides for time-based vesting and,
consistent with each executive officers employment agreement,
provides for acceleration of vesting and exercisability in
connection with certain events, including termination by the
Company without cause or by the executive officer for good reason
or due to death or disability. The non-executive employee stock
option award agreement provides for time-based vesting and
acceleration of vesting in connection with certain events,
including termination by the Company without cause or by the
employee for good reason, in each case, within one year following
a change in control, or due to death or disability. The stock
option award agreements include certain non-disclosure,
non-disparagement, non-solicitation and non-competition
obligations that apply for up to two years following termination.
The foregoing description of the Award Agreements does not
purport to be complete and is qualified in its entirety by
reference to the full text of each of the Award Agreements,
copies of which are filed as Exhibits 10.2, 10.3, 10.4, 10.5 and
10.6 hereto.
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Restricted Stock and Nonqualified Stock Option
Awards
On January31, 2017, the Board and the Committee approved grants
of restricted stock under the Plan to the Companys non-employee
directors as part of the non-employees directors annual
compensation. The number of shares of restricted stock granted to
each non-employee director is listed below:
|
Name |
SharesofRestrictedStock | |||
|
Pat Murray |
3,224 | |||
|
Steve Mueller |
2,403 | |||
|
John Kennedy |
2,403 | |||
|
Michael Roemer |
2,521 | |||
|
Stuart Brightman |
2,052 |
The awards granted to the non-employee directors shall vest in
full on the first anniversary of the date of grant, subject to
each directors continued service.
On February5, 2017, the Board and the Committee approved grants
of restricted stock and nonqualified stock options under the Plan
to certain of the Companys executive officers, including its
named executive officers. The number of shares of restricted
stock and number of nonqualified stock options granted to each
named executive officer is listed below:
|
Name and Title |
SharesofRestrictedStock | NumberofNonqualified StockOptions | ||||||
|
Don Gawick Chief Executive Officer |
145,406 | 100,642 | ||||||
|
Mark Cashiola Chief Financial Officer |
40,358 | 27,933 |
The awards granted to the executive officers shall vest according
to the following schedule: (i)34% vests immediately on the date
of grant, (ii)22% vests on the first anniversary of the date of
grant, (iii) 22% vests on the second anniversary of the date of
grant and (iv)22% vests on the third anniversary of the date of
grant, in each case, subject to each executive officers continued
employment.
Item8.01 Other Events.
To the extent required, the information included in Item5.02 of
this Current Report on Form 8-K is incorporated into this
Item8.01.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNo. |
Description of Exhibit |
|
| *10.1 |
First Amendment to the CJ Energy Services, Inc. 2017 Management Incentive Plan. |
|
| *10.2 |
Restricted Share Agreement (CJ Executive Employment Agreements) under the 2017 Management Incentive Plan. |
|
| *10.3 |
Restricted Share Agreement (Restrictive Covenants) under the 2017 Management Incentive Plan. |
|
| *10.4 |
Restricted Share Agreement (Non-Employee Directors) under the 2017 Management Incentive Plan. |
|
| *10.5 |
Nonqualified Stock Option Agreement (CJ Executive Employment Agreements) under the 2017 Management Incentive Plan. |
|
| *10.6 |
Nonqualified Stock Option Agreement (Restrictive Covenants) under the 2017 Management Incentive Plan. |
| * | Filed herewith. |
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About C&J Energy Services, Inc. (NYSE:C)
Citigroup Inc. (Citi) is a financial services holding company. The Company’s businesses provide consumers, corporations, governments and institutions with a range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. It operates through two segments: Citicorp and Citi Holdings. Citicorp is focused on providing products and services to customers and leveraging the Company’s global network, including various economies. Global Consumer Banking (GCB) consists of Citi’s geographical consumer banking businesses that provide traditional banking services to retail customers through retail banking, including commercial banking, and Citi-branded cards and Citi retail services. Citi Holdings contains businesses and portfolios of assets that Citi has determined are not central to its core Citicorp businesses. C&J Energy Services, Inc. (NYSE:C) Recent Trading Information
C&J Energy Services, Inc. (NYSE:C) closed its last trading session down -0.12 at 57.64 with 21,404,139 shares trading hands.