SUPERIOR ENERGY SERVICES,
INC.
2009 STOCK INCENTIVE PLAN
1. Purpose . The purpose of the 2009 Stock Incentive
Plan (the “Plan”) of Superior Energy Services, Inc.
(“Superior”) is to increase stockholder value and to
advance the interests of Superior and its subsidiaries
(collectively, the “Company”) by furnishing stock-based
economic incentives (the “Incentives”) designed to
attract, retain, reward and motivate key employees, officers,
consultants and advisors to the Company and to strengthen the
mutuality of interests between service providers and
Superior’s stockholders. Incentives consist of opportunities
to purchase or receive shares of Common Stock, $.001 par value per
share, of Superior (the “Common Stock”) or cash valued
in relation to Common Stock, on terms determined under the Plan. As
used in the Plan, the term “subsidiary” means any
corporation, limited liability company or other entity, of which
Superior owns (directly or indirectly) within the meaning of
section 424(f) of the Internal Revenue Code of 1986, as amended
(the “Code”), 50% or more of the total combined voting
power of all classes of stock, membership interests or other equity
interests issued thereby.
2.1 Composition . The Plan shall generally be
administered by the Compensation Committee of the Board of
Directors of Superior (the “Board”) or by a
subcommittee thereof (the “Committee”). The Committee
shall consist of not fewer than two members of the Board, each of
whom shall (a) qualify as a “non-employee director”
under Rule 16b-3 under the Securities Exchange Act of 1934
(the “1934 Act”) or any successor rule,
(b) qualify as an “outside director” under Section
162(m) of the Code (“Section 162(m)”), and
(c) qualify as an “independent director” under the
rules of the New York Stock Exchange.
2.2 Authority. The Committee shall have plenary authority to
award Incentives under the Plan, to interpret the Plan, to
establish any rules or regulations relating to the Plan that it
determines to be appropriate, to enter into agreements with or
provide notices to participants as to the terms of the Incentives
(the “Incentive Agreements”) and to make any other
determination that it believes necessary or advisable for the
proper administration of the Plan. Its decisions in matters
relating to the Plan shall be final and conclusive on the Company
and participants. The Committee may delegate its authority
hereunder to the extent provided in Section 3
hereof.
3. Eligible Participants . Key employees and officers
of the Company and persons providing services as consultants or
advisors to the Company shall become eligible to receive Incentives
under the Plan when designated by the Committee. Employees may be
designated individually or by groups or categories, as the
Committee deems appropriate. With respect to participants not
subject to Section 16 of the 1934 Act or Section 162(m) of the
Code, the Committee may delegate to appropriate officers of the
Company its authority to designate participants, to determine the
size and type of Incentives to be received by those participants
and to set and modify the terms of such Incentives; provided,
however, that the resolution so authorizing any such officer shall
specify the total number of Incentives such officer may award and
such actions shall be treated for all purposes as if taken by the
Committee, and provided further that the per share exercise price
of any options granted by an officer, rather than by the
Committee,
shall be equal to the Fair Market Value (as defined in
Section 12.11) of a share of Common Stock on the later of the
date of grant or the date the participant’s employment with
or service to the Company commences.
4. Types
of Incentives. Incentives may be granted under the Plan to
eligible participants in the forms of (a) incentive stock
options; (b) non-qualified stock options; (c) restricted
stock, (d) restricted stock units; (e) stock appreciation
rights (“SARs”) and (f) Other Stock-Based Awards
(as defined in Section 10).
5. Shares
Subject to the Plan.
5.1 Number of Shares. Subject to adjustment as provided in
Section 12.5, the maximum number of shares of Common Stock
that may be delivered to participants and their permitted
transferees under the Plan shall be 1,550,000 shares.
5.2 Share Counting. To the extent any shares of Common Stock
covered by a stock option or SAR are not delivered to a participant
or permitted transferee because the Incentive is forfeited or
canceled, or shares of Common Stock are not delivered because an
Incentive is paid or settled in cash, such shares shall not be
deemed to have been delivered for purposes of determining the
maximum number of shares of Common Stock available for delivery
under this Plan. In the event that shares of Common Stock are
issued as an Incentive and thereafter are forfeited or reacquired
by the Company pursuant to rights reserved upon issuance thereof,
such forfeited and reacquired Shares may again be issued under the
Plan. With respect to SARs, if the SAR is payable in shares of
Common Stock, all shares to which the SARs relate are counted
against the Plan limits, rather than the net number of Shares
delivered upon exercise of the SAR.
5.3 Limitations on Awards. Subject to adjustments as
provided in Section 12.5, the following additional limitations
are imposed under the Plan:
A. The maximum number of shares of Common Stock that
may be issued upon exercise of stock options intended to qualify as
incentive stock options under Section 422 of the Code shall be
1,550,000 shares.
B. The maximum number of shares of Common Stock that
may be covered by Incentives granted under the Plan to any one
individual during any one calendar-year period shall be
1,000,000.
C. The maximum number of shares of Common Stock that
may be issued as restricted stock, restricted stock units and Other
Stock-Based Awards (as defined in Section 10) shall be 800,000
shares. Such Incentives shall be subject to the minimum vesting
periods provided herein, with respect to restricted stock,
restricted stock units and Other Stock-Based Awards, except that
restricted stock, restricted stock units and Other Stock-Based
Awards with respect to an aggregate of 200,000 shares of Common
Stock may be granted without compliance with the minimum vesting
periods provided in Sections 7.2, 8.2 and 10.2.
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D. The maximum value of an Other Stock-Based Award
that is valued in dollars (whether or not paid in Common Stock)
scheduled to be paid out to any one participant in any fiscal year
shall be $10,000,000.
5.4 Type of Common Stock. Common Stock issued under the Plan
may be authorized and unissued shares or issued shares held as
treasury shares.
6. Stock
Options. A stock option is a right to purchase shares of Common
Stock from Superior. Stock options granted under the Plan may be
incentive stock options (as such term is defined in
Section 422 of the Code) or non-qualified stock options. Any
option that is designated as a non-qualified stock option shall not
be treated as an incentive stock option. Each stock option granted
by the Committee under this Plan shall be subject to the following
terms and conditions:
6.1 Price. The exercise price per share shall be determined
by the Committee, subject to adjustment under Section 12.5;
provided that in no event shall the exercise price be less than the
Fair Market Value (as defined in Section 12.11) of a share of
Common Stock on the date of grant, except in the case of a stock
option granted in assumption of or substitution for an outstanding
award of a company acquired by the Company or with which the
Company combines.
6.2 Number. The number of shares of Common Stock subject to
the option shall be determined by the Committee, subject to
Section 5 and subject to adjustment as provided in
Section 12.5.
6.3 Duration and Time for Exercise. The term of each stock
option shall be determined by the Committee, but shall not exceed a
maximum term of ten years. Each stock option shall become
exercisable at such time or times during its term as shall be
determined by the Committee. Notwithstanding the foregoing, the
Committee may accelerate the exercisability of any stock option at
any time, in addition to the automatic acceleration of stock
options under Section 12.10.
6.4 Repurchase. Upon approval of the Committee, the Company
may repurchase a previously granted stock option from a participant
by mutual agreement before such option has been exercised by
payment to the participant of the amount per share by which:
(i) the Fair Market Value (as defined in Section 12.11)
of the Common Stock subject to the option on the business day
immediately preceding the date of purchase exceeds (ii) the
exercise price, or by payment of such other mutually agreed upon
amount; provided, however, that no such repurchase shall be
permitted if prohibited by Section 6.6.
6.5 Manner of Exercise. A stock option may be exercised, in
whole or in part, by giving written notice to the Company,
specifying the number of shares of Common Stock to be purchased.
The exercise notice shall be accompanied by the full purchase price
for such shares. The option price shall be payable in United States
dollars and may be paid (a) in cash; (b) by check;
(c) by delivery or attestation of ownership of shares of
Common Stock, which shares shall be valued for this purpose at the
Fair Market Value on the business day immediately preceding the
date such option is exercised; (d) by delivery of irrevocable
written
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instructions to
a broker approved by the Company (with a copy to the Company) to
immediately sell a portion of the shares, issuable under the option
and to deliver promptly to the Company the amount of sale proceeds
(or loan proceeds if the broker lends funds to the participant for
delivery to the Company) to pay the exercise price; (e) if
approved by the Committee, through a net exercise procedure whereby
the optionee surrenders the option in exchange for that number of
shares of Common Stock with an aggregate Fair Market Value equal to
the difference between the aggregate exercise price of the options
being surrendered and the aggregate Fair Market Value of the shares
of Common Stock subject to the option, or (f) in such other
manner as may be authorized from time to time by the
Committee.
6.6 Repricing. Except for adjustments pursuant to
Section 12.5 or actions permitted to be taken by the Committee
under Section 12.10C. in the event of a Change of Control,
unless approved by the stockholders of the Company, (a) the
exercise or base price for any outstanding option or SAR granted
under this Plan may not be decreased after the date of grant and
(b) an outstanding option or SAR that has been granted under
this Plan may not, as of any date that such option or SAR has a per
share exercise or base price that is greater than the then current
Fair Market Value of a share of Common Stock, be surrendered to the
Company as consideration for the grant of a new option or SAR with
a lower exercise or base price, shares of restricted stock,
restricted stock units, an Other Stock-Based Award, a cash payment
or Common Stock.
6.7 Incentive Stock Options. Notwithstanding anything in the
Plan to the contrary, the following additional provisions shall
apply to the grant of stock options that are intended to qualify as
incentive stock options (as such term is defined in
Section 422 of the Code):
A. Any incentive stock option agreement authorized
under the Plan shall contain such other provisions as the Committee
shall deem advisable, but shall in all events be consistent with
and contain or be deemed to contain all provisions required in
order to qualify the options as incentive stock options.
B. All incentive stock options must be granted within
ten years from the date on which this Plan is adopted by the Board
of Directors.
C. No incentive stock options shall be granted to any
non-employee or to any participant who, at the time such option is
granted, would own (within the meaning of Section 422 of the
Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the employer corporation or of its
parent or subsidiary corporation.
D. The aggregate Fair Market Value (determined with
respect to each incentive stock option as of the time such
incentive stock option is granted) of the Common Stock with respect
to which incentive stock options are exercisable for the first time
by a participant during any calendar year (under the Plan or any
other plan of Superior or any of its subsidiaries) shall not exceed
$100,000. To the extent that such limitation is exceeded, the
excess options shall be treated as non-qualified stock options for
federal income tax purposes.
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7.1 Grant of Restricted Stock. The Committee may award
shares of restricted stock to such eligible participants as the
Committee determines pursuant to the terms of Section 3. An
award of restricted stock shall be subject to such restrictions on
transfer and forfeitability provisions and such other terms and
conditions, including the attainment of specified performance
goals, as the Committee may determine, subject to the provisions of
the Plan. To the extent restricted stock is intended to qualify as
“performance-based compensation” under
Section 162(m), it must be granted subject to the attainment
of performance goals as described in Section 11 below and meet
the additional requirements imposed by
Section 162(m).
7.2 The Restricted Period. At the time an award of
restricted stock is made, the Committee shall establish a period of
time during which the transfer of the shares of restricted stock
shall be restricted and after which the shares of restricted stock
shall be vested (the “Restricted Period”). Except for
shares of restricted stock that vest based on the attainment of
performance goals, or except as provided in Section 5.3C., the
Restricted Period shall be a minimum of three years, with
incremental vesting of portions of the award over the three-year
period permitted. If the vesting of the shares of restricted stock
is based upon the attainment of performance goals, a minimum
Restricted Period of one year is allowed, with incremental vesting
of portions of the award over the one-year period permitted. Each
award of restricted stock may have a different Restricted Period.
The expiration of the Restricted Period shall also occur as
provided under Section 12.3 in the event of termination of
employment under the circumstances provided in the Incentive
Agreement and in the event of a Change of Control of the Company as
described in Section 12.10.
7.3 Escrow. The participant receiving restricted stock shall
enter into an Incentive Agreement with the Company setting forth
the conditions of the grant. Any certificates representing shares
of restricted stock shall be registered in the name of the
participant and deposited with the Company, together with a stock
power endorsed in blank by the participant. Each such certificate
shall bear a legend in substantially the following form:
The
transferability of this certificate and the shares of Common Stock
represented by it are subject to the terms and conditions
(including conditions of forfeiture) contained in the Superior
Energy Services, Inc. 2009 Stock Incentive Plan (the
“Plan”), and an agreement entered into between the
registered owner and Superior Energy Services, Inc. thereunder.
Copies of the Plan and the agreement are on file at the principal
office of the Company.
Alternatively,
in the discretion of the Company, ownership of the shares of
restricted stock and the appropriate restrictions shall be
reflected in the records of the Company’s transfer agent and
no physical certificates shall be issued.
7.4 Dividends on Restricted Stock. Any and all cash and
stock dividends paid with respect to the shares of restricted stock
shall be subject to any restrictions on transfer, forfeitability
provisions or reinvestment requirements as the Committee may, in
its discretion, prescribe in the Incentive Agreement.
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7.5 Forfeiture. In the event of the forfeiture of any shares
of restricted stock under the terms provided in the Incentive
Agreement (including any additional shares of restricted stock that
may result from the reinvestment of cash and stock dividends, if so
provided in the Incentive Agreement), such forfeited shares shall
be surrendered and any certificates cancelled. The participants
shall have the same rights and privileges, and be subject to the
same forfeiture provisions, with respect to any additional shares
received pursuant to Section 12.5 due to a recapitalization or
other change in capitalization.
7.6 Expiration of Restricted Period. Upon the expiration or
termination of the Restricted Period and the satisfaction of any
other conditions prescribed by the Committee, the restrictions
applicable to the restricted stock shall lapse and the number of
shares of restricted stock with respect to which the restrictions
have lapsed shall be delivered, free of all such restrictions and
legends, except any that may be imposed by law, to the participant
or the participant’s estate, as the case may be.
7.7 Rights as a Stockholder. Subject to the terms and
conditions of the Plan and subject to any restrictions on the
receipt of dividends that may be imposed in the Incentive
Agreement, each participant receiving restricted stock shall have
all the rights of a stockholder with respect to shares of stock
during the Restricted Period, including without limitation, the
right to vote any shares of Common Stock.
8. Restricted Stock Units.
8.1 Grant of Restricted Stock Units. A restricted stock
unit, or RSU, represents the right to receive from the Company on
the respective scheduled vesting or payment date for such RSU, one
share of Common Stock. An award of restricted stock units may be
subject to the attainment of specified performance goals or
targets, forfeitability provisions and such other terms and
conditions as the Committee may determine, subject to the
provisions of the Plan. To the extent an award of restricted stock
units is intended to qualify as performance based
compensation
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