KEY ENERGY SERVICES, INC. CHARTER OF COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Amended November 19, 2015 Organization: The Compensation Committee (the Committee ) shall be comprised of three or more directors as determined by the Board of Directors (the Board ) of Key Energy Services, Inc., a Maryland corporation (the Company ), each of whom the Board has determined (i) has no material relationship with the Company and each of whom shall be otherwise independent under the rules of the New York Stock Exchange, including the additional independence requirements specific to the Committee set forth in Section 303A.02(a)(ii) of the NYSE Listed Company Manual, and (ii) qualifies as a Non-Employee Director for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as in effect from time to time, and an outside director for purposes of Section 162(m) of the Internal Revenue Code, as in effect from time to time. In affirmatively determining the independence of any director who will serve on the Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director's ability to be independent from management in connection with the duties of a Committee member, including, but not limited to: (a) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by the Company; and (b) whether the director is affiliated with the Company or any of its subsidiaries or its subsidiaries affiliates. The members of the Committee shall be appointed annually and may be replaced by the Board. Resignation or removal of a Committee member from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from the Committee. Vacancies occurring on the Committee, for whatever reason, may be filled by the Board, relying on recommendation of the Corporate Governance and Nominating Committee. Unless a chairperson is appointed by the full Board, the members of the Committee may designate a chairperson by majority vote of the full Committee membership. Statement of Purpose: The Committee shall provide assistance to the Board in fulfilling its responsibilities to the shareholders, potential shareholders, and the investment community to ensure that the Company s officers, key executives, and board members are compensated in accordance with the Company s total compensation objectives. The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. The Company will provide the appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other adviser retained by the Committee. With respect to compensation consultants retained to assist in the evaluation of director, CEO or executive officer compensation, this authority shall be vested solely in the Committee.
Responsibilities: The Committee shall: 1. Review and approve corporate goals and objectives relevant to the compensation of the Company s Chief Executive Officer ( CEO ), evaluate the CEO s performance in light of those goals and objectives, and together with the other independent directors (as directed by the Board), determine and approve the CEO s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other factors, the Company s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the CEO in past years. 2. If subject to Board approval, review and approve the compensation of executive officers other than the CEO and any incentive-compensation plans or equity-based plans; oversee the activities of the individuals and committees responsible for administering these plans, including the 401(k) Committee; and discharge any responsibilities imposed on the Committee by any of these plans. 3. Review and discuss annually with management and make recommendations to the Board regarding the incentive compensation plans and equity based plans of the Company, including the 401(k) plan. 4. Approve any new equity compensation plan or any material change to an existing plan where shareholder approval has not been obtained. 5. Ensure that shareholders are given the opportunity to vote on equity-compensation plans, as may be required by law and the listing standards of the NYSE. 6. In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company s policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code. 7. Make recommendations to the Board with respect to any employment agreement or severance or similar termination payments proposed to be made to any current or former executive officer or member of senior management of the Company. 8. At least once every three years, review and make recommendations to the Board with respect to director compensation. 9. Review and discuss annually with management the Company s Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K (the CD&A ) and consider annually whether to recommend to the Board that the CD&A be included in the Company s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C. 10. Review the Company's incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship
between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk. [See Item 402(s) of Reg. S-K, which requires companies to discuss their overall compensation policies and practices that may create incentives that increase risks, only to the extent they are reasonably likely to have a material impact on the company, in the compensation section of their proxy statement] 11. Review and discuss the Company s equity or other security ownership requirements or guidelines (specifying applicable amounts and forms of ownership), and any Company policies regarding hedging the economic risk of such ownership. 12. Prepare an annual Compensation Committee Report for inclusion in the Company s annual proxy statement in accordance with applicable SEC rules and regulations. 13. Have the power in its sole discretion to retain or obtain the advice of a compensation consultant, independent legal counsel, and other compensation advisors; provided however, that in connection with the engagement of such advisor, the Company must provide appropriate funding, as determined by the Committee, for the payment of reasonable compensation to such advisor retained by the Committee and the Committee must (i) be directly responsible for any appointment, compensation and oversight of such advisor and (ii) consider all factors relevant to the advisor's independence from management, including, without limitation, the following: the provision of other services to the Company by the person that employs the consultant, counsel or other advisor; the amount of fees received from the Company by the person that employs the advisor, as a percentage of the total revenue of the person that employs such advisor; the policies and procedures of the person that employs the advisor that are designed to prevent conflicts of interest; any business or personal relationship of the advisor with a member of the Committee; any stock of the Company owned by the advisor; and any business or personal relationship of the advisor or the person employing the advisor with an executive officer of the Company.
Before selecting such advisor, the Committee must conduct the independence assessment outlined in Section 303A.05(c)(iv) of the NYSE Listed Company Manual with respect to any such advisor, other than (i) in-house counsel and (ii) any such advisor whose role is limited to the following activities: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide. The Committee, however, may select or receive advice from any compensation advisor including ones that are not independent after considering the six independent factors outlined in Section 303A.05(c)(iv)(A)-(F) of the NYSE Listed Company Manual. 14. Review and recommend to the Board how frequently the Company should permit shareholders to have an advisory vote on the executive compensation ( say-on-pay ). This review should take into account the historical results of shareholder advisory votes on frequency of say-on-pay resolutions at the Company. 15. Following each shareholder meeting at which say-on-pay resolutions are proposed for a shareholder advisory vote, review the results of the advisory vote and consider whether to make any adjustments to the Company s executive compensation policies and practices. 16. Prepare and recommend to the Board for adoption a clawback policy that complies with the applicable rules and regulations, including the rules and regulations of the SEC, and the listing standards of the NYSE. 17. Prepare and issue the evaluation required under Performance Evaluation below. 18. Report to the Board on a regular basis, and not less than once per year. 19. Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company s compensation programs. Meetings: The Committee shall hold regularly scheduled meetings at least four times annually and shall hold such special meetings as circumstances dictate, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. Notice of meetings shall be sent in accordance with the Company s By-Laws. Members of the Committee may participate in a meeting of the Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. The Committee shall maintain minutes of each regularly scheduled and special meeting of the Committee. The Committee shall report regularly to the Board. The Committee may invite such members of management to its meetings as it deems appropriate, consistent with the maintenance of the confidentiality of compensation discussions. The CEO should not attend any meeting where the CEO s performance or compensation is discussed, unless specifically invited by the Committee.
Delegation to Subcommittee: The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee. In particular, the Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Committee, each of whom qualifies as (i) a Non-Employee Director for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as in effect from time to time, and (ii) an outside director for the purposes of Section 162(m) of the Internal Revenue Code, as in effect from time to time. Performance Evaluation: The Committee shall prepare and review with the Corporate Governance and Nominating Committee and the Board an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this charter. The performance evaluation shall also recommend to the Board any revisions to the Committee s charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report. Disclosure of Committee Charter: This charter shall be made available on the Company s website at www.keyenergy.com. Amendment: The Board must approve any amendment or other modification of this charter. This charter supersedes the charter of the Committee amended on January 30, 2014.