CLB 2019 Proxy Statement

46 Christopher S. Hill Voluntary Termination on 12/31/2018 ($) (1) Early Retirement on 12/31/2018($) (1) Involuntary Not For Cause Termination on 12/31/2018($) (1) For Cause Termination on 12/31/2018($) Termination related to Change-in- Control on 12/31/2018 ($) Disability on 12/31/2018 ($) (1) Death on 12/31/2018 ($) (1) Compensation: Severance — — — — — — — Short-term Incentive — — — — — — — Long-term Incentives: Accelerated Equity Award Programs — — — — 310,590 12,278 12,278 Benefits & Perquisites: Health and Welfare Benefits — — — — — — — Outplacement Services — — — — — — — Excise Tax & Gross-Up — — — — — — — Total — — — — 310,590 12,278 12,278 The Bruno and Hill Employment Agreements On March 1, 2019, we entered into employment agreements (the “2019 Employment Agreements ”) with Messrs. Bruno and Hill. These agreements are also described in "Information About Our Named Executive Officers and Executive Compensation - Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table - Employment Agreements." Pursuant to the terms of the 2019 Employment Agreements, in the event that either of the executives is terminated by us without Cause (as defined below), or the executive terminates for Good Reason (as defined below), the executive shall be entitled to receive the following: (1) an amount equal to the sum of (a) a multiple of the executive’s annual base salary in effect immediately prior to the termination (with a multiple of two (2) for Mr. Bruno and one and one-half (1 ½) for Mr. Hill), plus (b) a pro-rata bonus calculated by multiplying the target incentive bonus amount for the year in which the termination occurs by the number of days during the applicable year that the executive was employed (the “ Pro-Rata Bonus ”) (together, the “ Severance Payment ”); (2) reimbursement of up to $25,000 for reasonable outplacement services for a period of twelve months following termination (the “ Severance Benefit ”); and (3) the executive would receive accelerated vesting of any unvested DCP Contributions. In the event that the executive is terminated by us without Cause or the executive terminates for Good Reason during the two year period following a Change in Control (as defined above under “Employment Agreements - The Demshur, Bergmark and Davis Employment Agreements”), each executive shall be entitled to receive the following: (1) an amount equal to the sum of (a) a multiple (two and one-half (2 ½) for Mr. Bruno and two (2) for Mr. Hill) times the sum of (i) the executive’s annual base salary as in effect immediately prior to the termination, and (ii) the target annual incentive bonus the executive could have earned for the year of termination, plus (b) the Pro-Rata Bonus (together, the “ Change in Control Payment ”); and (2) the “ Change in Control Benefits ,” which consist of twenty-four months of continued coverage under the our medical, dental and group life insurance plans for the executive and the executive’s dependents; immediate vesting of outstanding equity awards, with performance-based awards vesting as of the date of the Change in Control using actual performance as of the most recent quarter-end; and the Severance Benefit. In the event that the payments and benefits received by either executive in connection with a Change in Control constitute “parachute payments” (as defined in Section 280G of the Code), the payments and benefits provided to that executive shall either be reduced to $1.00 below the amount that would subject the payments to excise taxes pursuant to Section 4999 of the Code, or paid in full, whichever will result in the better net tax position for the executive. The 2019 Employment Agreements state that any unvested contributions in executives accounts with respect to our Deferred Compensation Plan would be accelerated upon the occurrence of a termination of the executive’s employment due to death or Disability (as defined below), or upon the occurrence of a Change in Control. The 2019 Employment Agreements also provide that notwithstanding anything to the contrary within an individual award agreement, any restricted stock awards granted to the executive shall not be forfeited upon the executive’s voluntary retirement on or after the age of 64. The Severance Payment or the Change in Control Payment, as applicable, will generally be paid to the executive in equal installments over a twelve month period following the applicable termination of employment, although certain payments may be made at different times in order to comply with Section 409A of the Code.