Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 CEO CERTIFICATION - TESCO CORP | exh311ceocert201610-k.htm |
| EX-32 - EXHIBIT 32 SEC 906 CERTIFICATION - TESCO CORP | exh32sec906cert201610-k.htm |
| EX-31.2 - EXHIBIT 31.2 CFO CERTIFICATION - TESCO CORP | exh312cfocert201610-k.htm |
| EX-23.1 - EXHIBIT 23.1 CONSENT OF AUDITORS, ERNST & YOUNG - TESCO CORP | exh231consentofauditorerns.htm |
| EX-21 - EXHIBIT 21 SUBSIDIARIES - TESCO CORP | exh21subsidiariesoftescoco.htm |
| 10-K - 10-K 2016 - TESCO CORP | teso-12312016x10kq4.htm |
Exhibit 10.23
TESCO CORPORATION
2017 SHORT TERM INCENTIVE PROGRAM
The Tesco Corporation Short Term Incentive Program (“STIP”) is a compensation program designed to motivate participating employees of TESCO and its affiliates to work as a team to accomplish the overall profitability goals of TESCO, as well as provide incentive to each individual to meet his or her business objectives on a yearly basis.
The STIP is approved by the Board of Directors of TESCO and is reviewed annually and may be modified or discontinued in the sole discretion of the Board of Directors. The STIP for calendar year 2017 has been approved by the Board of Directors as set forth below. The parameters set for the Executive Management Team (the executive officers of Tesco Corporation, the parent corporation), are approved by, and can only be modified by, the Board of Directors. The program parameters for all other employee participants are proposed as general guidelines for management to implement but that may be modified as management deems appropriate. It is the expectation of the Board of Directors that management will use proper judgment to write goals for individuals within the spirit of these parameters, but consistent with the emphasis that management wishes to put on each employee:
Plan Parameters
In order to reward employees for Company safety and service quality performance, and taking into account Company financial objectives, the STIP is structured with two (2) specific areas to measure performance:
• | Financial Objectives (90%): Comprised of two metrics that collectively represent 90% of the total STIP target. These are an Adjusted Incremental EBITDA ($) metric based on either a global or a combination of a global and P&L specific targets (65%) and an Incremental Cash Conversion Cycle (Days) metric based on a global target (25%). |
• | Other Objectives (10%): Comprised of two metrics that collectively represent 10% of the total STIP target. These are Quality (5%) and HSE (5%) performance metrics, based on either global, hemispherical or country specific targets. |
Members of the Executive Management Team and certain Vice Presidents of the subsidiaries (Levels 6 and 5) have the ability to earn up to a 2.0 factor on each Objective. Each Objective will have an entry point (“Entry”), a Target, and a maximum payout point (“Max”). Entry is a 0% payout with linear progression to Target, which provides a 100% payout. From Target, there is a linear progression to Max, which results in a 200% payout on that Objective.
Directors of the TESCO organization (Level 4) have the ability to earn up to a 1.5 factor on each Objective. Each Objective will have an Entry, a Target, and a Max. Entry is a 0% payout with linear progression to Target, which provides a 100% payout. From Target, there is a linear progression to Max, which results in a 150% payout on that Objective.
All other participants (Level 3) will earn payouts from Entry up to Target as details above. Level 3 employee payouts are capped at Target (100%).
Objectives and Payout:
• | 2017 STIP payout will be funded by Incremental Adjusted EBITDA. If there is no Incremental Adjusted EBITDA at the global consolidated level, there will be no payments to any STIP participant. If 2017 Incremental Adjusted EBITDA earnings are > $0 but < calculated payouts, a proportional global reduction (haircut) shall be applied to STIP payouts such that the total payouts will = Incremental Adjusted EBITDA. If 2017 Incremental Adjusted EBITDA earnings are > calculated payouts, then STIP payouts will be paid as calculated. |
• | Calculations are based on employee’s aggregate base salary earned during the program year. |
• | The Board of Directors will approve the payouts of each Level 6 and 5 Named Executive Officer and all other executive officers of Tesco Corporation, and review and approve the remaining STIP participant payouts as a group. |
• | For non-NEOs and non-executive officers of Tesco Corporation, Management reserves the right to adjust individual awards +/- 25% at its discretion to address factors not addressed in the STIP program. |
• | The incentive payout will be made in the payroll currency of the plan participant. |
• | Payout is made no later than 15 days following the filing of Form 10K the plan year. |
• | STIP payouts are based on audited financial results. |
Employment Status
• | Employees entering the plan during the year will have their STIP payout calculated using their aggregate base salary earned while in the plan. In order to participate in STIP the employee must enter the plan prior to October 1, 2017. |
• | Employees terminated or resigning at any time prior to December 31, 2017 will not receive any payment under the STIP. |
• | Employees terminated or resigning from TESCO or its affiliates after December 31, 2017, but before the payout date, will receive their payout in accordance with the STIP at the same time as other recipients. |
• | TESCO and its affiliates reserve the right to modify responsibilities and positions as may be required from time to time. Such modifications may result in the future ineligibility of an employee for participation in the STIP. In such cases, any earned incentive will be calculated using their aggregate base salary earned while in the plan. |
• | In the event of a position change which requires the modification of objectives, the calculations will be pro-rated between both sets of objectives for the 2nd and 3rd quarters. For changes occurring in the 1st or 4th quarter, the objectives in place for the majority of the year will be used to calculate the full year’s award. |
• | Situations not covered above will be resolved by the President and Chief Executive Officer of Tesco Corporation, whose determination shall be final. |
Death, Disability and Retirement
• | If an employee’s employment status changes due to death, disability or retirement (at normal retirement age) his or her STIP payment will be calculated using their aggregate base salary earned while in the plan. |