tti8k-20100312.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of report (date of earliest event
reported): March 8,
2010
TETRA
Technologies, Inc.
(Exact name of
registrant as specified in its charter)
|
Delaware
|
1-13455
|
74-2148293
|
|
(State or
other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
|
|
|
|
|
24955
Interstate 45 North
|
|
The
Woodlands, Texas 77380
|
|
(Address of
Principal Executive Offices and Zip Code)
|
|
|
|
|
|
Registrant’s
telephone number, including area code: (281)
367-1983
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On March 8,
2010, the Management and Compensation Committee (the “Committee”) of the Board
of Directors of TETRA Technologies, Inc. (the “Company”) adopted the TETRA
Technologies, Inc. Cash Incentive Compensation Plan (the “CIC Plan”). The CIC
Plan is an incentive plan that permits both annual and long-term cash awards to
designated officers, managers, other key employees and consultants of the
Company and its affiliates. The cash bonuses to participants under the CIC Plan
will be based upon performance measures including the overall
performance of the Company, the performance of certain subsidiaries, divisions
or business or geographical units, and the individual performance of the
participant.
The CIC Plan will
be administered by the Committee with respect to those participants whose
compensation is otherwise established by the Committee on an annual basis, who
are referred to in the CIC Plan as senior managers. The Company’s Chief
Executive Officer will administer the CIC Plan with respect to all other
participants and will be responsible for the day-to-day management of the CIC
Plan. The term “Administrator” refers to the Committee or the Chief Executive
Officer, depending upon whether the administrative actions relate to senior
managers or other participants. The Committee has final authority for all
decisions concerning the performance measures and goals of all senior managers,
and the Chief Executive Officer will be responsible for establishing the
performance measures and goals of all other participants. The Administrator has
the authority to establish and interpret rules for the CIC Plan, to designate
participants, and to take other actions necessary or appropriate for the
administration of the CIC Plan. The Committee shall have the sole authority to
approve the aggregate amount of any award payments for all participants which
may be paid pursuant to the CIC Plan for any performance period.
Officers, managers,
other key employees and consultants of the Company and its affiliates are
eligible to participate in the CIC Plan. The Committee shall designate the
senior managers who shall participate in the CIC Plan while the Chief Executive
Officer will designate all other participants. Non-employee directors of the
Company are not eligible to participate in the CIC Plan.
Performance periods
under the CIC Plan shall include one or more periods of at least one fiscal
year, which is referred to as a plan year, in duration. Awards under the CIC
Plan shall either be (i) annual incentive awards, which will have a
performance period of one plan year, or (ii) long-term incentive awards,
which will have a performance period established by the Administrator extending
beyond one plan year.
For each
performance period, the Committee will determine the applicable performance
period and performance measures, and it will also establish the performance
goals and the weightings of the performance goals for senior managers. The Chief
Executive Officer will have the responsibility to select the performance
measures and establish the performance goals and weightings for all other
participants. The performance measures and performance goals for annual
incentive awards will be established on or before March 31 of the
respective plan year. The performance measures and performance goals for
long-term incentive awards will be established on or before May 31 of the
first plan year in the respective performance period.
The financial and
non-financial performance goals shall be evaluated against the performance of
the Company on a consolidated basis and/or designated subsidiaries, divisions or
business or geographical units for the performance period. The individual
performance component of an award shall be evaluated against the performance
goals established for such participant for the performance period and will
include an overall assessment of the individual’s
contributions. The
determination of whether a participant has achieved his or her personal
performance goals shall be within the sole discretion of the participant’s
supervisor, subject to the approval of the Chief Executive Officer or, in the
case of the Chief Executive Officer and other senior managers, the sole
discretion of the Committee. The amount of any payment to be received under any
award shall be within the sole discretion of the Committee, in the case of the
Chief Executive Officer and other senior managers, and the sole discretion of
the Chief Executive Officer with respect to all other participants. No
participant shall be automatically entitled to an award payment under any award.
The Administrator shall have the discretion to increase, decrease or eliminate
the amount of any payment otherwise payable under any award.
Financial and
non-financial performance measures may be based on one or more criteria
including, without limitation: earnings per share; increase in price per share;
increase in revenues; increase in cash flow; return on assets; return on
investments; return on equity; return on net capital employed; economic value
added; gross margin; net income; earnings before interest, taxes, depreciation,
depletion and amortization; earnings before interest and taxes; profit before
taxes; operating income; total stockholder return; debt reduction;
health/safety/ environmental performance; other financial and non-financial
measures determined by the Administrator; and any of the foregoing determined on
the absolute or relative basis or as compared to the performance of a published
or special index deemed applicable by the Administrator including, but not
limited to, the Standard & Poor’s 500 Stock Index, the Oil Service
Index or components thereof or a group of comparable companies. The individual
performance goals will be based on the participant’s ability to impact the
outcome of such performance goals and they will include an overall assessment of
the participant’s contributions. The financial and non-financial performance
measures may be applied on a consolidated basis or to designated subsidiaries,
divisions or business units. The performance measures and performance goals may
vary between annual incentive awards and long-term incentive awards, and may
change from performance period to performance period.
For the 2010 plan
year, the financial and non-financial performance measures for the annual
incentive awards are: (i) the Company’s consolidated diluted net income per
common share; (ii) health, safety and environmental measures;
(iii) divisional profit before taxes; (iv) profit before taxes for
specified business and geographical units; (v) profit before tax margin for
Compressco, Inc.; and (vi) the net number of compressor units placed into
service by Compressco, Inc.
The performance
measures and performance goals for the long-term incentive awards to be granted
in 2010 have not been established but it is anticipated that they will be
established on or before May 31, 2010, as required by the CIC
Plan.
For each annual
incentive award, a threshold, target and stretch performance goal will be
established for each performance measure and the amount of the award payment
that may be received by a participant on an individual basis under an annual
incentive award will be based upon such performance goals. For each long-term
incentive award, a threshold, target, stretch and over achievement performance
goal will be established for each performance measure and the amount of the
award payment that may be received by a participant will be based upon such
performance goals.
In
addition to awards that may be earned under the annual incentive awards on an
individual basis up to the stretch award level, an over achievement bonus pool
may be established for corporate and each major division. Participants receiving
annual incentive awards will have the opportunity to participate in any such
over achievement bonus pool. The funding of any such over achievement bonus pool
will be based upon the achievement of a designated financial performance measure
beyond the stretch award level that is assigned to the Chief Executive Officer,
for corporate, and to the respective major division heads, for each such major
division. If the
actual results for the financial performance measure exceed the stretch level
award, an over achievement bonus pool will be funded for corporate or the
respective major division, as applicable. If over achievement occurs for
corporate and/or one or more major divisions, separate over achievement bonus
pools will be established. The amount of the over achievement bonus pool for
corporate or the respective major division, as applicable, will be equal to the
aggregate amount of the incremental bonus opportunities available to the
participants in corporate or such major division, as applicable, based upon
their respective eligibility levels. The maximum bonus amount that may be
contributed on behalf of any participant to an over achievement bonus pool will
not exceed two times the target award opportunity for such participant, less the
stretch award opportunity for such participant that the participant will receive
on an individual basis. The over achievement bonus pool shall be allocated among
the participants in corporate or the respective major division at the discretion
of management, subject to the approval of the Chief Executive Officer, except
that any allocation of the over achievement bonus pool to the Chief Executive
Officer or other senior managers shall be subject to the approval of the
Committee. There is no maximum amount of the over achievement bonus pool that
may be allocated to any participant, including any senior manager.
Awards will be paid
in cash as soon as practical after the end of the performance period and the
completion of the outside audit of the Company’s financial results. Awards will
be paid no later than two and one-half months after the end of the performance
period to which the awards relate. The Administrator has the ability to make
adjustments to the financial results to take into consideration certain events
such as changes in accounting principles, extraordinary items, adjustments
related to asset write-downs, acquisitions and dispositions, and other specified
adjustments.
If
a participant’s employment or period of service is terminated for any reason
other than death, disability or retirement prior to the payment of any award
under the CIC Plan, such participant will not be eligible to receive payment
under the award. However, upon the recommendation of management and with the
approval of the Administrator, participants whose employment or period of
service is terminated as a result of death, disability or retirement may be
eligible to receive a pro-rated payment under an award if the applicable
performance goals are achieved for the performance period. Unless the Committee
determines otherwise, upon the effective date of any change in control, all
potential awards payable under the CIC Plan will become payable on a pro rata
basis at the target level of such award.
A
participant’s rights and interests under the CIC Plan and any award may not be
assigned or transferred except by will or the laws of descent and distribution.
The granting of an award does not create any right to continued employment or
service with the Company for any participant.
The Committee may
amend or terminate the CIC Plan at any time. The Administrator’s determinations
under the CIC Plan need not be uniform and may be made selectively among the
participants.
For the annual
incentive awards for fiscal year 2010 to the Company’s named executive officers
as identified in its 2009 proxy statement, the individual award opportunities
for Messrs. Brightman, Abell and Hertel will be based 60% on consolidated
diluted net income per common share, 10% on health, safety and environmental
measures, and 30% on personal objectives. For Mr. Longorio, his annual incentive
award opportunities for fiscal year 2010 will be based 10% on consolidated
diluted net income per common share, 50% on the pre-tax profitability of the
Company’s fluids, production testing, and Compressco Latin America operations,
20% on health, safety and environmental measures, and 20% on personal
objectives. Mr. Symens, who was identified as a named executive officer in the
Company’s 2009 proxy statement, will not receive an annual incentive award. The
annual incentive award opportunities for the 2010 fiscal year for
the Company’s named
executive officers participating in the CIC Plan, expressed as a percentage of
base salary, are as follows:
|
|
|
Threshold
Award Opportunity
%
of Base Salary
|
|
Target
Award Opportunity
%
of Base Salary
|
|
Stretch
Award Opportunity
%
of Base Salary
|
|
Stuart M.
Brightman,
|
|
15%
|
|
75%
|
|
120%
|
| President
& CEO |
|
|
|
|
|
|
|
Joseph M.
Abell III,
|
|
11%
|
|
55%
|
|
88%
|
| Sr.
Vice President & CFO |
|
|
|
|
|
|
|
Philip N.
Longorio,
|
|
11%
|
|
55%
|
|
88%
|
| Sr.
Vice President |
|
|
|
|
|
|
|
Geoffrey M.
Hertel,
|
|
11%
|
|
50%
|
|
88%
|
| Former
President and CEO |
|
|
|
|
|
|
The foregoing
description of the CIC Plan does not purport to be complete and is qualified in
its entirety by reference to the CIC Plan, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
TETRA
Technologies, Inc. Cash Incentive Compensation
Plan
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
TETRA
Technologies, Inc.
|
|
By:
|
/s/Stuart M.
Brightman
|
|
|
Stuart M.
Brightman
|
|
|
President
& Chief Executive Officer
|
|
Date: March
12, 2010
|
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
TETRA
Technologies, Inc. Cash Incentive Compensation
Plan
|