CJ 2018 Proxy Statement

EXECUTIVE COMPENSATION TABLES reason in connection with a change in control, each Named Executive Officer is entitled to receive payment of the annual STI cash bonus at the target value in effect for the calendar year in which the termination occurs. (2) In the event of a termination without cause or for good reason outside of a change in control, all long-term equity compensation awards granted to each Named Executive Officer not previously vested shall become fully vested, with any unexercised options remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall not become vested unless and until the applicable performance goal for such award is attained and then paid based on the actual results of such applicable performance goal. In the event of a termination without cause or for good reason in connection with a change in control, or in in the event of termination due to death or disability, all long-term equity compensation awards granted to each Named Executive Officer not previously vested shall become fully vested, with any unexercised options remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto. Accordingly, as of December 31, 2017, we have assumed that the target level of performance would have been achieved, therefore the acceleration value of equity awards is the same for all scenarios. Waiver and Release Agreement As described above under “Compensation Discussion and Analysis—Introduction,” Mr. Cashiola, our former Chief Financial Officer, resigned from the Company effective as of March 20, 2018. In connection with his termination of employment, Mr. Cashiola entered into a Waiver and Release Agreement with the Company, pursuant to which Mr. Cashiola received (i) a lump sum cash severance payment equal to $2,170,343, which represented an amount equal to the sum of (A) $1,700,000, which was two times the sum of Mr. Cashiola’s then current salary and the target value for the annual short-term incentive cash bonus specified in Mr. Cashiola’s employment agreement (the “Cashiola Employment Agreement”), (B) $425,000, as a payment for Mr. Cashiola’s short-term incentive bonus for 2018 at the target value specified in the Cashiola Employment Agreement, (C) $16,346, which was a payment in lieu of further advance notice of termination as required pursuant to the Cashiola Employment Agreement, and (D) $28,997, which represented 18 months’ of the cost of COBRA medical premiums; and (ii) accelerated vesting of outstanding equity awards, including (X) 20,332 stock options, (Y) 36,369 restricted shares and (Z) 7,755 performance shares. No other severance or termination benefits were paid to Mr. Cashiola as a result of his resignation or the termination of the Cashiola Employment Agreement. 52 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT