PERFORMANCE SHARE UNIT AWARD
AGREEMENT
This PERFORMANCE
SHARE UNIT AWARD AGREEMENT (this “Agreement”), executed
by the parties on the dates indicated on the signature page, is by
and between Superior Energy Services, Inc. (“Superior”)
and
(the “Participant”).
WHEREAS, Superior
has adopted its 2005 Stock Incentive Plan (the “Plan”),
to attract, retain and motivate officers and key employees;
and
WHEREAS, the
Compensation Committee (the “Committee”) believes that
entering into this Agreement with the Participant is consistent
with the purpose for which the Plan was adopted.
NOW, THEREFORE, in
consideration of the services rendered by the Participant, the
mutual covenants hereinafter set forth and other good and valuable
consideration, Superior and the Participant hereby agree as
follows:
Section 1.
The Plan . The Plan, a copy of which has been made available
to the Participant, is incorporated by reference and made a part of
this Agreement as if fully set forth herein. This Agreement uses a
number of defined terms that are defined in the Plan or in the body
of this Agreement. These defined terms are capitalized wherever
they are used.
(a) On
, 20___, Superior granted to the Participant an Other Stock Based
Award consisting of___Performance Share Units (the
“Units”), subject to the terms and conditions of this
Agreement.
(b) Depending
on the Company’s achievement of the performance goals
specified in Section 2(c) during the period beginning
January 1, 20___and ending December 31, 20___(the
“Performance Period”), the Participant shall be
entitled to a payment equal to the value of the Units determined
pursuant to Section 2(d) if, except as otherwise provided in
Section 3, he remains actively employed with the Company on
January 2, 20___.
(c) The
amount paid with respect to the Units shall be based upon the
Company’s achievement of the following performance criteria
as determined by the Committee: (i) return on invested capital
relative to the return on invested capital of the Company’s
“Peer Group” listed on Schedule A attached hereto
(“Relative ROIC”); and (ii) the Company’s
total shareholder return relative to the total shareholder return
of the Company’s “Peer Group” listed on
Schedule A attached hereto (“Relative TSR”) in
accordance with the following matrix:
|
|
|
|
|
|
|
|
|
|
|
Performance
|
|
Performance
Level Compared to Peer Group
|
|
Percentage(%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below 40
th Percentile
40 th
Percentile
60 th
Percentile
80 th
Percentile or above
|
|
0 %
25 %
50 %
100 %
|
|
|
|
|
|
|
|
Performance
Level Compared to Peer Group
|
|
Performance
Percentage(%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below 40
th Percentile
40 th
Percentile
60 th
Percentile
80 th
Percentile or above
|
|
0 %
25 %
50 %
100 %
|
The Committee
shall adjust the performance criteria to recognize special or
non-recurring situations or circumstances with respect to the
Company or any other company in the peer group for any year during
the Performance Period arising from the acquisition or disposition
of assets, costs associated with exit or disposal activities or
material impairments that are reported on a Form 8-K filed with the
Securities and Exchange Commission.
(d) The
amount payable to the Participant pursuant to this Agreement shall
be an amount equal to the number of Units awarded to the
Participant multiplied by the product of (i) $100 and (ii) the sum
of the Performance Percentages set forth above for the level of
achievement of each of the performance criteria set forth in
Section 2(c). By way of example, if the Company reached the
40 th
percentile in Relative ROIC and the
60 th
percentile in Relative TSR, the sum
of the Performance Percentages would be 75% and the amount payable
with respect to each Unit would be $75. If Relative ROIC reached
the 80 th
percentile but Relative TSR was
below the 40 th percentile, the sum of the Performance
Percentages would be 100% and the amount payable with respect to
each Unit would be $100. Performance results between the threshold,
target and maximum levels will be calculated on a pro rata basis.
The maximum payout for each Unit is $200.
(e) Except as
provided in Section 3(b), payment of amounts due under the
Units shall be made on March 30, 20___. Any amount paid in
respect of the Units shall be payable in such combination of cash
and Common Stock (with the Common Stock valued at its Fair Market
Value) as determined by the Committee in its sole discretion;
provided, however, that no more than fifty percent (50%) of the
payment may be made in Common Stock. Prior to any payments under
this Agreement, the Committee shall certify in writing, by
resolution or otherwise, the amount to be paid in respect of the
Units as a result of the achievement of Relative ROIC and Relative
TSR. The Committee shall not increase the amount payable to the
Participant to an amount that is higher than the amount payable
under the formula described herein.
Section 3.
Early Termination; Change of Control .
2
(a) In the
event of the Participant’s termination of employment prior to
the end of the Performance Period due to (i) any reason other
than voluntary termination by the Participant (other than as
permitted under Section 3(a)(iv)) or cause as determined by
the Committee in its sole discretion, (ii) death,
(iii) disability (within the meaning of Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended (the
“Code”)), or (iv) Retirement (as hereinafter
defined), the Participant shall forfeit as of the date of
termination a number of Units determined by multiplying the number
of Units by a fraction, the numerator of which is the number of
full months following the date of termination, death, disability or
retirement to the end of the P
|