CJ 2018 Proxy Statement

EXECUTIVE COMPENSATION TABLES continued employment with or provision of services to the Company or its affiliates through the third anniversary of the date of grant. The actual number of shares that vest ranges from 0% to 200% of the original shares granted depending on the achievement of certain levels of total stockholder returns (TSR) relative to a peer group established by the Compensation Committee of the Board of Directors. We have reflected the awards at “target” levels for purposes of this table. Option Exercises and Shares Vested in the 2017 Fiscal Year The following table presents information regarding the exercise of options and the vesting of restricted share awards held by the Named Executive Officers during 2017. Option Awards Share Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($)(1) Donald Gawick — — 49,438 1,792,128 E. Michael Hobbs — — 20,179 731,489 Mark Cashiola — — 13,722 497,423 Danielle Hunter — — 12,914 468,133 Patrick Bixenman — — 11,695 423,944 (1) On February 5, 2017, the vesting date for these awards, C&J’s common stock was trading on the OTC Grey Market. The value for tax purposes was reasonably determined to be $36.25 per share. Pension Benefits While we provide our employees with the opportunity to participate in the 401(k) Plan, we do not currently maintain a defined benefit pension plan. Please read “Compensation Discussion and Analysis-Components of 2017 Executive Compensation Program-Other Benefits and Policies.” Nonqualified Deferred Compensation We do not provide a nonqualified deferred compensation plan for our employees, including our Named Executive Officers, at this time. Potential Payments Upon Termination or Change in Control The following discussion and table reflect the payments and benefits that each of the Named Executive Officers would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2017. As a result, the payments and benefits disclosed represent what would have been due and payable to the Named Executive Officers under the applicable agreements and plans in existence between the Named Executive Officers and C&J as of December 31, 2017. The payments and benefits described below do not contemplate any changes to such agreements or plans, or new agreements or plans adopted, after December 31, 2017. Employment Agreements in effect as of December 31, 2017 The employment agreements between us and the Named Executive Officers that existed as of December 31, 2017 contained certain severance provisions as described in greater detail below. No severance payments are made in connection with a termination for cause. Termination by the Company other than for Cause or Termination by the Executive for Good Reason Outside of a Change in Control: If the Named Executive Officer is terminated other than for “cause” (as defined in the employment agreements) by C&J or the Named Executive Officer resigns for “good reason” (as defined in the employment agreements), in each case, outside of the period beginning 30 days prior to the effective date of a “change in control” (as defined in the employment agreements) and ending on the two year anniversary of the effective date of such change in control (such period, the “Protected Period”), then the Named Executive Officer would be eligible to receive: (i) to the extent unpaid, the sum of the NEO’s base salary earned through the date of termination, subject to C&J’s vacation policies then in effect, any accrued, unused vacation pay earned by the Named Executive Officer, and any unreimbursed business expenses; (ii) subject to satisfaction of any applicable performance targets, any of the NEO’s unpaid annual STI cash bonuses with respect to a previous calendar year completed prior to the date of termination (without regard to any continued employment requirement) (each (i) and (ii), the “Accrued Obligations”); (iii) payment of the annual STI cash bonus for the C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 49