CLB 2019 Proxy Statement

29 PSAP Awards Generally Under the PSAP, our NEOs are awarded rights to receive a pre-determined number of common shares if certain performance targets are met at the end of a three-year performance period and as specified in the applicable agreements. Awards vest at the end of each three-year Performance Period. The amount of performance-based equity incentive compensation awarded to the CEO for 2018 and 2019 is five times his prior year base salary. The amount of performance-based equity incentive compensation awarded to the other NEOs serving in 2018 was three and three-quarters times their prior year base salary. The amount of performance- based equity incentive compensation awarded to the other NEOs serving in 2019 will be four times his 2019 base salary for Mr. Bruno and three times his 2019 base salary for Mr. Hill. These award guidelines reflect the market range for long-term incentive awards if the performance measures are met. Starting with grants of restricted performance shares made in 2017, 50% of the restricted performance shares granted will vest only upon the Company's ROIC being in the top 50 th percentile of ROIC among a Bloomberg Peer Group of comparably sized companies ("Bloomberg Peer Group"), which peer group we use in the current incentive plan, 100% of the award will vest if the Company is in the top 75 th percentile of ROIC of the Bloomberg Peer Group and 150% of the award will vest if the Company is in the top 100 th percentile (the top performing company) of ROIC of the Bloomberg Peer Group. The award will be interpolated on a straight line basis from the 50 th percentile to the 100 th percentile. If the minimum criterion is not met, then no shares shall vest and the award shall be forfeited. The PSAP shares are unvested and may not be sold, assigned, pledged, hedged, margined or otherwise transferred by an award recipient until such time as, and then only to the extent that, the restricted performance shares have vested. In the event of a change in control (as defined in the LTIP) prior to the last day of the Performance Period, all of the award recipient's restricted performance shares will vest as of the effective date of such change in control, as measured using the actual result of the Performance Criteria as of the most recent quarter-end. If the NEO dies or is disabled, is terminated by the Company without cause or voluntarily retires from the Company on or after having reached the age of 64, then the outstanding PSAP grants will not terminate but will vest only upon the end of the respective Performance Period and only to the extent the Performance Criteria are met. 2016 PSAP Awards On February 16, 2016, we made grants of 95,515 restricted performance shares to our 2016 NEOs for 2016. The three-year Performance Period that began on January 1, 2016 and ended December 31, 2018. The 2016 PSAP awards to the executives who were NEOs on the grant date were as follows: Name of Executive Amount of Award Subject to Top Decile Vesting Requirement for 80% of the Award (in Shares) Amount of Award Subject to Top Performer Vesting Requirement for 20% of the Award (in Shares) Total Award of 100% (in Shares) David M. Demshur 42,396 10,599 52,995 Richard L. Bergmark 17,008 4,252 21,260 Monty L. Davis 17,008 4,252 21,260 Based upon the actual performance results, the 2016 PSAPawards fully vested at 100%of the award onMonday, December 31, 2018. 2017 PSAP Awards On February 14, 2017, we made grants of 75,808 PSAP shares to our 2017 NEOs for 2017. The three-year Performance Period began on January 1, 2017 and will end on December 31, 2019. The 2017 PSAP awards to the executives who were NEOs on the grant date were as follows: