CJ 2018 Proxy Statement

EXECUTIVE COMPENSATION TABLES calendar year in which the termination occurs (based on actual results and payable at the time bonuses are paid to active executives); (iv) a lump sum payment of an amount equal to two times the sum of (a) the NEO’s annualized base salary in effect on the date of termination and (b) the NEO’s annual STI cash bonus target value in effect for the calendar year in which the date of termination occurs; and (v) 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 the Named Executive Officer and the NEO’s eligible dependents elected COBRA coverage (without regard to whether actual coverage was elected or would be applicable for the entire 18-month period). All Named Executive Officers also would receive accelerated vesting of any unvested equity awards; provided , however , that any award that was intended to be performance-based compensation under Section 162(m) of the Code would not have become vested unless and until the applicable performance goal for such award for purposes of Section 162(m) of the Code was attained and would be paid based on the actual results of such applicable performance goal. Termination by the Company other than for Cause or Termination by the Executive for Good Reason in connection with a Change in Control : If the Named Executive Officer is terminated other than for cause by us or the Named Executive Officer resigns for good reason, during the Protected Period in connection with a change in control, then the Named Executive Officer would be eligible to receive (in lieu of the ordinary severance payments and benefits described above): (i) the Accrued Obligations; (ii) payment of the annual STI cash bonus for the calendar year in which the termination occurs at the target level; (iii) a lump sum payment in an amount equal to three times the sum of (a) the NEO’s annualized base salary in effect on the date of termination and (b) the NEO’s annual STI cash bonus target value in effect for the calendar year in which the date of termination occurs; and (iv) a lump sum payment of an amount equal to all COBRA premiums that would be payable for the 36-month period beginning on the date of termination, assuming that the Named Executive Officer and the NEO’s eligible dependents elected COBRA coverage (without regard to whether actual coverage was elected or would be applicable for the entire 36-month period). All Named Executive Officers also would receive accelerated vesting of any unvested equity awards; provided , however , that, with respect to any award that was intended to be performance-based compensation under Section 162(m) of the Code, such award would be paid at the target level without regard to any performance goal otherwise applicable thereto. Termination on Death or Disability : If the Named Executive Officer is terminated by reason of death or permanent disability (as defined in the employment agreement), then the Named Executive Officer would be eligible to receive: (i) the Accrued Obligations; (ii) payment of the annual STI cash bonus for the calendar year in which the termination occurs based on actual performance; and (iii) timely payment or provision of any and all benefit obligations provided under the employment agreement (which include, 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 the NEO’s death or permanent disability. All Named Executive Officers also would receive accelerated vesting of any unvested equity awards; provided , however , that, with respect to any award that was intended to be performance-based compensation under Section 162(m) of the Code, such award would be paid at the target level without regard to any performance goal otherwise applicable thereto. If any portion of the payments under the employment agreements would constitute “excess parachute payments” and would have resulted in the imposition of an excise tax on the Named Executive Officer, then the payments made to such Named Executive Officer would have either been (1) delivered in full or (2) reduced in accordance with the NEO’s employment agreement until no portion of the payments are subject to an excise tax, whichever would have resulted in the Named Executive Officer receiving the greatest benefit on an after-tax basis. Pursuant to each of our NEO’s employment agreements, all payments of deferred compensation paid upon a termination of employment would have been paid on the second day following the sixth month after the Named Executive Officer’s termination of employment if so required by Section 409A of the Code (or, if earlier, death or any date that otherwise complied with Section 409A of the Code). Equity Award Agreements Our form agreements for awards granted to the Named Executive Officers under the MIP considers that each Named Executive Officer is also a party to an employment agreement with us. To the extent that an employment agreement includes provisions that govern the treatment of equity awards (whether in the case of a termination of service or a change in control or otherwise), the provisions of the employment agreement will supersede the terms of the applicable award agreements and govern the treatment of such equity awards. To the extent the employment agreement does not include such provisions, the provisions of each applicable award agreement will govern. 50 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT