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BAS > SEC Filings for BAS > Form 8-K on 21-Mar-2014All Recent SEC Filings

Show all filings for BASIC ENERGY SERVICES INC

Form 8-K for BASIC ENERGY SERVICES INC


21-Mar-2014

Change in Directors or Principal Officers, Financial Statements and Exh


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 6, 2014, the Compensation Committee of the Board of Directors of Basic Energy Services, Inc. ("Basic"), after discussion with a compensation consultant, approved base salaries for 2014 and cash bonuses for 2013 for certain of Basic's executive officers, including Basic's named executive officers. Cash bonus amounts for 2013 include payments previously made pursuant to Basic's quarterly management incentive bonus plan, to the extent applicable to such executive officers. The approved 2014 base salary and 2013 cash bonus amounts for each of these executive officers are set forth in the table below. Performance-Based Stock Awards

On March 18, 2014, the Board of Directors of Basic Energy Services, Inc. ("Basic") approved grants of performance-based stock awards to each of Basic's executive officers, including Basic's named executive officers. Pursuant to the grant agreements, the performance-based awards consist of shares to be earned (the "TSR Shares") based upon Basic's total shareholder return ("TSR") relative to the TSR of a peer group of energy services companies measured over the Performance Period (defined as the one-year calculation period starting on the 20th NYSE trading day prior to and including the last NYSE trading day of 2013 and ending on the last NYSE trading day of 2014), with Basic's ranking in TSR performance being compared to the ranking in TSR performance of the members of the PB Peer Group (as defined below). The companies in the PB Peer Group will be ranked from best performing to worst performing with regard to each company's respective TSR performance, with the PB Peer Group company ranked 1st being the company with the highest TSR when compared to the other PB Peer Group companies and the PB Peer Group company ranked 13th being the company with the lowest TSR when compared to the other PB Peer Group companies, with rankings 2 through 12 being determined in descending order based upon the corresponding descent in TSR performance for companies in the PB Peer Group from 2nd highest to 12th highest. For the 2014 performance year, the shares awarded pursuant to the performance-based awards comprise one half of the total long-term incentive compensation for each of Basic's executive officers, including Basic's named executive officers. The remaining one half of the total long-term incentive compensation has been awarded at the discretion of Basic's Board of Directors based on the recommendation of management, as described below under the caption "2014 Long-Term Incentive Awards."

The target number of TSR Shares and maximum number of TSR Shares that may be earned by each executive officer pursuant to the grant agreement is as follows:

                                           Target Number of    Maximum Number of TSR
            Executive Officer                                          Shares
                                              TSR Shares          (150% of Target
                                                                      Amount)
T.M. "Roe" Patterson
President, Chief Executive Officer and          68,167                102,251
Director

Alan Krenek
Senior Vice President, Chief Financial          24,387                 36,581
Officer, Treasurer and Secretary

James Newman
Senior Vice President -Region Operations        24,387                 36,581

William T. Dame
Vice President - Pumping Services               17,126                 25,689

James E. Tyner
Vice President - Human Resources                15,615                 23,423

John Cody Bissett
Vice President, Controller and Chief            8,563                  12,845
Accounting Officer

Brett Taylor
Vice President-Manufacturing and Equipment      9,570                  14,355

Trampas Poldrack
Vice President - Safety and Operations          9,066                  13,599
Support

Douglas B. Rogers
Vice President - Marketing                      9,066                  13,599


The grantee will earn shares as follows: (A) the percentage set forth below of the target share amounts set forth above if Basic's TSR is equal to the TSR of the ranked member of the PB Peer Group set forth below, (B) 150% of the target share amounts set forth above based on Basic's TSR being greater than the TSR of the 1st-ranked member of the PB Peer Group and (C) 0% of the target share amounts set forth above based on Basic's TSR being less than the TSR of the 13th-ranked member of the PB Peer Group:

  PB Peer Group Company Rank Based on                 Percentage of TSR Target
            TSR Performance                           Shares Earned by Grantee
                  1st                                         150.00%
                  2nd                                         141.70%
                  3rd                                         133.30%
                  4th                                         125.00%
                  5th                                         116.70%
                  6th                                         108.30%
                  7th                                         100.00%
                  8th                                          83.30%
                  9th                                          66.70%
                 10th                                          50.00%
                 11th                                          33.30%
                 12th                                          16.70%
                 13th                                          0.00%

; provided that if Basic's TSR is greater than the TSR of one PB Peer Group company and less than the TSR of the next highest ranked PB Peer Group company, the exact percentage of shares earned by the grantee will be determined by proportional interpolation between the percentages assigned to such PB Peer Group companies set forth above.

"PB Peer Group" means each of the following companies: (1) C&J Energy Services, Inc.; (2) Forbes Energy Services Ltd.; (3) Hercules Offshore, Inc.; (4) Key Energy Services, Inc.; (5) Natural Gas Services Group, Inc.; (6) Oil States International, Inc.; (7) Patterson-UTI Energy, Inc.; (8) Pioneer Energy Services Corp.; (9) Superior Energy Services, Inc.; (10) Team, Inc.; (11) Tesco Corp.;
(12) Tetra Technologies, Inc. and (13) Forum Energy Technologies, Inc.; provided that the Compensation Committee in its sole discretion can determine to continue to include in or exclude from the peer group any of the above companies based on the occurrence of certain circumstances set forth in the grant agreements, but in no event may substitute any other company in such excluded company's place as part of the PB Peer Group.

Once earned, the shares of restricted stock will vest in one-third increments on March 15, 2016, 2017 and 2018 (subject to accelerated vesting in certain circumstances as described below). All unvested shares of restricted stock will be forfeited by the grantee (a) if the grantee's employment with Basic is terminated by Basic for "Cause" before the restricted stock is vested or (b) if the grantee terminates his employment with Basic before the restricted stock is vested for any reason other than (i) "Good Reason" or (ii) the death or "Disability" of the grantee, as such terms are defined in the grant agreement. The grantee will vest in all rights to the restricted stock on the earliest of
(i) the dates set forth above; (ii) termination by Basic without Cause; (iii) the death or Disability of the grantee or (iv) Termination for Good Reason.

The foregoing description in this Item 5.02 is qualified in its entirety by reference to the full text of the form of Performance-Based Award Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

2014 Long-Term Incentive Awards

On March 18, 2014, Basic's Board of Directors, after discussion with a compensation consultant and based on the recommendation of the Compensation Committee, approved grants of restricted stock to executive officers under Basic's long-


term incentive plan based on management's recommendation and the executive officer's personal performance. These awards of restricted stock will vest over a three-year period beginning in March 2016. These awards comprise one half of the total long-term incentive compensation for each of Basic's executive officers, including Basic's named executive officers. The remaining one half of the total long-term incentive compensation is being awarded pursuant to the grants of performance-based restricted stock, as described above under the caption "Performance-Based Stock Awards," which award amounts will be determined in 2015 based on Basic's TSR performance in 2014. The number of shares issuable to each of the executive officers under the restricted stock award agreements for 2014 is set forth below:

               Executive Officer                      Shares of Restricted Stock
 T.M. "Roe" Patterson
 President, Chief Executive Officer and                         81,144
 Director

 Alan Krenek
 Senior Vice President, Chief Financial                         24,149
 Officer, Treasurer and Secretary

 James Newman
 Senior Vice President -Region Operations                       27,159

 William T. Dame
 Vice President - Pumping Services                              17,126

 James E. Tyner
 Vice President - Human Resources                               14,822

 John Cody Bissett
 Vice President, Controller and Chief                            4,365
 Accounting Officer

 Brett Taylor
 Vice President - Manufacturing and Equipment                   11,561

 Trampas Poldrack
 Vice President - Safety and Operations Support                  9,066

 Douglas B. Rogers
 Vice President - Marketing                                      7,039



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1Form of Performance-Based Award Agreement (effective March 2014).


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