C Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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C Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Appointment of Mr.Michael Galvan as Chief Accounting
Officer

On May 5, 2017, the Board of Directors (the Board) of CJ Energy
Services, Inc. (the Company or CJ) appointed Mr.Michael Galvan to
the role of Senior Vice President and Chief Accounting Officer.
With this appointment, Mr. Galvan replaces Mr.Mark Cashiola, who
currently serves as the Companys Chief Financial Officer. As
previously disclosed, on June15, 2016, Mr.Mark Cashiola was
appointed as the Companys Chief Financial Officer, and at such
time he continued in the role as the Companys Chief Accounting
Officer, a position he had held since 2011. Mr. Cashiola will
continue in his role as the Companys Chief Financial Officer.

Mr. Galvan, age 48, joined CJ in 2014 and most recently served as
Vice President of Technical Accounting. Mr.Galvan has over 23
years of accounting and financial experience. Prior to joining
CJ, Mr. Galvan served as Senior Vice President and Chief
Accounting Officer at Mattress Firm from December 2012 to May
2014 and Vice President and Chief Accounting Officer at Main
Street Capital Corporation from January 2008 to December 2012.
Prior to 2008, Mr. Galvan served in various accounting and
financial capacities with increasing responsibility at various
companies, including Direct Energy, Malone Bailey and Enron
Corporation. Mr. Galvan started his career in 1994 with Arthur
Anderson LLP in Houston, Texas serving most recently as Senior
Auditor. Mr. Galvan received an MPA from the University of Texas.
There is no arrangement or understanding between Mr.Galvan and
any other person(s) to which he was selected to be an officer of
the Company, and Mr. Galvan does not have any family
relationships with any of the Companys executive officers or
directors.

Employment Agreement of Mr.Galvan

In connection with Mr.Galvans appointment as Senior Vice
President and Chief Accounting Officer, the Company and Mr.Galvan
entered into an employment agreement (the Galvan Employment
Agreement), effective as of May5, 2017.

Under the Galvan Employment Agreement, Mr.Galvan will serve as
Senior Vice President and Chief Accounting Officer for an initial
term of three years from the effective date, with a yearly
extension of the term to occur each year unless or until
Mr.Galvans employment terminates in accordance with the terms of
the Galvan Employment Agreement.

The Galvan Employment Agreement provides that Mr. Galvan will
receive an annual base salary of $251,000 during the term of his
employment, which amount is subject to annual review and may be
increased. Beginning on or after January1, 2017, Mr.Galvan will
be eligible to receive an annual bonus equal to 50 percent of his
annual base salary for each full calendar year that he is
employed by the Company in which the Company achieves certain
targets as set forth by the Compensation Committee of the Board.
In addition, Mr. Galvan is eligible to receive employee benefits
for him and his eligible family members that the Company
ordinarily provides to similarly situated employees and long-term
equity compensation awards at a target award level of no less
than 50% of Mr.Galvans then effective base salary.

The Galvan Employment Agreement provides for the following
severance payment and benefits:

If Mr. Galvan is terminated without cause (not in connection
with a death or permanent disability (each term as defined in
the Galvan Employment Agreement), in each case, outside of
the Protected Period (which, with respect to Mr. Galvan, is
the period beginning three months prior to the effective date
of a change of control and ending on the one year anniversary
of the effective date of such change of control), then he
will be eligible to receive: (i) accrued but unpaid base
salary and vacation (the Accrued Obligations), unreimbursed
expenses, and earned but unpaid bonuses for the year prior to
the year in which the termination occurs, and (ii) subject to
Mr.Galvans execution of a release and compliance with certain
restrictive covenants specified in the Galvan Employment
Agreement (including a noncompetition restriction that will
exist for a period of two years following the termination
event) (a) lump sum payment of an amount equal to one times
the sum of (1) his annualized base salary in effect on the
date of termination and (2) his target annual bonus for the
calendar year in which the date of termination occurs and (b)
a lump sum payment of an amount equal to all COBRA premiums
that would be payable for the 18 month period beginning on
the date of termination, assuming that Mr. Galvan and his
eligible dependents elected COBRA coverage (without regard to
whether actual coverage was elected or would be applicable
for the entire 18 month period).

2

If Mr. Galvan is terminated by the Company without cause
during the Protected Period, then Mr.Galvan will be eligible
to receive (in lieu of the ordinary severance payments and
benefits described above): (i) the Accrued Obligations,
unreimbursed expenses, and earned but unpaid bonuses for the
year prior to the year in which the termination occurs and
(ii) subject to Mr. Galvans execution of a release and
compliance with certain restrictive covenants specified in
the Galvan Employment Agreement (including a noncompetition
restriction that will exist for a period of one year
following the termination event), (a) lump sum payment of an
amount equal to one times the sum of (1) his annualized base
salary in effect on the date of termination and (2) his
target annual bonus for the calendar year in which the date
of termination occurs and (b) a lump sum payment of an amount
equal to all COBRA premiums that would be payable for the
three year period beginning on the date of termination,
assuming that Mr.Galvan and his eligible dependents elected
COBRA coverage (without regard to whether actual coverage was
elected or would be applicable for the entire three year
period).
If Mr. Galvan is terminated by reason of death or permanent
disability, then he will be eligible to receive: (i) the
Accrued Obligations, unreimbursed expenses, and earned but
unpaid bonuses for the year prior to the year in which the
termination occurs, and (ii) timely payment or provision of
any and all benefit obligations provided under Section3.4 of
the Galvan Employment Agreement (which includes, but is not
limited to, employee benefits, sick-leave benefits,
disability insurance and paid vacation), which under their
terms are payable in the event of his death or permanent
disability.

The foregoing description of the Galvan Employment Agreement is
not complete and is qualified in its entirety by reference to the
complete text of such agreement, a copy of which is filed as
Exhibit 10.1 hereto, respectively, and incorporated herein by
reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

10.1 Employment Agreement by and between CJ Energy Services, Inc.
and Michael Galvan.

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About C&J Energy Services, Inc. (NYSE:C)

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C&J Energy Services, Inc. (NYSE:C) Recent Trading Information

C&J Energy Services, Inc. (NYSE:C) closed its last trading session up +0.03 at 60.24 with 14,509,792 shares trading hands.