~~SUPERIOR~~Proxy Statement
2016
SUPERIOR ENERGY SERVICES
~~2015 PROXY STATEMENT~~Focused.
SPN

The annual meeting of stockholders of Superior Energy Services, Inc. will be held at 9:00 a.m., Central Standard Time, on ~~Friday,~~Tuesday, May ~~22, 2015,~~24, 2016, at our headquarters located at 1001 Louisiana Street, Houston, Texas, 77002. At the annual meeting, our stockholders will be asked to vote on the following proposals:

The Board of Directors recommends that you vote “FOR” Proposals 1, 2, 3 and 4. Only holders of record of shares of our common stock as of the close of business on April ~~8, 2015~~4, 2016 are entitled to receive notice of, attend and vote at the meeting.

Your vote is important. Whether or not you plan to attend the meeting, please complete, sign and date the enclosed proxy or voting instruction card and return it promptly in the enclosed envelope, or submit your proxy and/or voting instructions by one of the other methods specified in this proxy statement. If you attend the annual meeting, you may vote your shares of our common stock in person, even if you have sent in your proxy.

This summary highlights selected information contained in this proxy statement. This summary provides only a brief outline of the contents of this proxy statement and does not provide a full and complete discussion of the information you should consider. Before voting on the proposals to be presented at the annual meeting of stockholders, you should review the entire proxy statement carefully. For more complete information regarding our ~~2014~~2015 performance, please review our ~~2014~~2015 Annual Report on Form 10-K.

The ~~2014 annual report~~2015 Annual Report to stockholders, including financial statements, is being mailed to stockholders together with the proxy statement and form of proxy on or about April ~~17, 2015.~~13, 2016.

~~2014 Performance Highlights (pages 31-32)~~2015 – A NEGATIVE MARKET ENVIRONMENT

Overall, ~~2014 was~~2015 presented the most challenging market environment faced by our industry and our Company in several decades. These challenges were particularly acute in the onshore US market, which had previously been a ~~very successful~~source of strong revenue generation for us. During this past year, West Texas Intermediate crude oil prices dropped 30%, continuing the steep declines that began in the fourth quarter of 2014. As a result, independent US oil and gas companies cut capital expenditures over 50% and reduced US land rig count commensurately. These significant headwinds led to declining revenues and slowed international expansion for our Company. Even in a cyclical industry such as ours, these dramatic reductions by our customers on the exploration and production side present challenges for the days ahead.

In response, we have taken positive action to position ourselves for the eventual market recovery and a return to growth. We ~~experienced strong operational performance and focused~~did so, in part, by focusing our efforts on ~~maintaining capital,~~ cost discipline ~~returning cash~~and liquidity preservation. On the cost front, in 2015 we reduced capital expenditures by approximately $258 million, reduced general and administrative (G&A) expenses by approximately $114 million, and expect to ~~stockholders,~~save approximately $40 to $50 million in annual costs through consolidation and ~~servicing our customers. In recognition~~reorganization of several of our ~~disciplined approach,~~business units. On the liquidity front, we ~~received investment grade~~focused on generating free cash flow and maintaining a strong balance sheet. During this down-cycle, we have been able to generate $274 million in free cash flow (which we define as operating cash flows less capital expenditures), and to sustain our worldwide days sales outstanding (DSO) at 71 days, virtually unchanged from 2014. As a result of this focus, we grew our cash on hand at yearend 2015 to $564 million, providing us with strength on our balance sheet and optionality as we look at strategic opportunities. Additionally, in the first quarter of 2016, we extended the term of our revolving credit ~~ratings~~facility for ~~our outstanding~~an additional two years, so we have no current debt ~~from Moody’s Investor Service. Our international expansion has set the stage during 2014 for future growth overseas.~~maturities until 2019.

~~Leading to Significant Cash Flow and Return of Cash to Stockholders~~Reducing Costs

By taking the measures described above, we feel confident we have responded to the changing dynamics of the current market environment and remain well positioned for future growth, both domestically and internationally, when the cycle reverses and market conditions rebound. The weakness in the US land markets in 2015 highlighted the advantage of geographic diversification. In prior years we reinvested free cash, generated from our established US operations, to fund our geographic expansion to targeted international markets. In 2015 these international operations provided some diversification of revenue streams to mitigate some of the declines witnessed in the US land markets. Going forward, we continue to look for opportunities to expand our international footprint and diversify our sources of revenue, thereby reducing our exposure to any single market.

Our Compensation Committee has implemented a compensation program that strives to provide a balanced mix of performance-based compensation designed to motivate our executives to improve both our financial and stock-price performance and maintain alignment of both ~~short-and~~short- and long-term objectives. Highlights of our executive compensation program include the following:

~~Corporate Governance Highlights (pages 4-8)~~CORPORATE GOVERNANCE HIGHLIGHTS(pages 4 – 8)

Our leadership structure and corporate policies are designed to strengthen board leadership, foster cohesive decision-making at the board level, solidify director collegiality, improve problem solving and enhance strategy formation and implementation. In establishing corporate policies, our Board examines the Company’s organizational needs, managing its growth, competitive challenges, the potential of senior leadership, future development and possible emergency situations to help provide strategic plans.

The biographies below provide certain information as of the record date, April ~~8, 2015,~~4, 2016, for each director nominee. The information includes the person’s tenure as a director, business experience, director positions with other public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Corporate Governance Committee and our Board to determine that the person should be nominated to serve as a director of the Company. Unless otherwise indicated, each person has been engaged in the principal occupation shown for the past five years.

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. These committees regularly report back to the full Board with specific findings and recommendations in their areas of oversight and liaise regularly with the Chairman and Lead Director. The current members and primary functions of each board committee are described below.

The table below summarizes the compensation of our non-management directors for ~~2014.~~2015. Mr. Dunlap does not receive any ~~special~~additional compensation for his service as a director. His compensation as an executive is reflected in the ~~“2014~~“2015 Summary Compensation Table” under “Executive Compensation.” All non-management directors are reimbursed for reasonable expenses incurred in attending Board and committee meetings.

The following table shows the number of shares of our common stock beneficially owned by holders as of ~~the record date, April 8, 2015,~~March 31, 2016, known by us to beneficially own more than 5% of the outstanding shares of our common stock. The information in the table is based on our review of filings with the SEC.

The following table shows the number of shares of our common stock beneficially owned as of ~~the record date, April 8, 2015,~~March 31, 2016, by (i) our current non-management directors, (ii) our “named executive officers,” as defined below in “Executive Compensation — Compensation Discussion and Analysis,” and (iii) all of our current directors and executive officers as a group. The information in the table is based on our review of filings with the SEC. Each person listed below has sole voting and investment power with respect to the shares beneficially owned unless otherwise stated.

Section 16(a) of the Exchange Act requires our directors and executive officers to file with the SEC reports of ownership and changes in ownership of our equity securities. Based solely upon our review of the Forms 3, 4 and 5 filed during ~~2014,~~2015, and written representations from our directors and executive officers, we believe that all required reports were timely filed during ~~2014,~~2015, except for the following. In ~~April 2014,~~October 2015, Mr. ~~Dunlap~~Ralls filed an amendment to a Form 4 filed in ~~January 2013~~July 2015 to correct the number of deferred stock ~~options and restricted shares~~units reported as granted by the Company. Due to an administrative error, shares on Table II were incorrectly reported as 1,246.2612 instead of 1,328.4322. In addition, Mr. ~~Ralls made the following corrective filings: an amendment to his~~Moore had a late Form 34 filed in ~~June 2014~~February 2015 related to ~~correct the number of~~ shares of Company stock ~~held as~~withheld to cover taxes due upon the vesting of the date he became a director; an amendment to his original Form 4 filed in May 2014 to correct the number of shares of Company stock acquired as a result of the conversion of previously held shares of Complete Production Services, Inc. in connection with our merger with Complete, and a late Form 5 filed in June 2014 to report certain small acquisitions during 2013.restricted stock.

While equity-based awards are an important part of our long-term incentive compensation program, we are mindful of our responsibility to our stockholders to exercise judgment in granting equity-based awards and proactively manage dilution.

As shown in the table above, the Company’s three-year average burn rate is under the 3.12% benchmark established by Institutional Shareholder Services for our industry.

~~Each type of incentive that may be granted under the Stock Plan is described below:~~

~~The following table presents information as of December 31, 2014, regarding compensation plans under which shares~~interests of our ~~common stock may be issued to employees and non-employees as compensation.~~shareholders.

~~the adoption of the proposed Amended and Restated 2013 Stock~~



		The Board unanimously recommends that stockholders vote FOR the adoption of the proposed 2016 Incentive Award Plan.

The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements, the independent auditor’s qualifications, independence and performance, the performance of the Company’s internal audit function and the Company’s compliance with legal and regulatory requirements. The Audit Committee is comprised of ~~four~~five non-employee directors, each of whom ~~the Board has determined meets~~meet the independence and financial literacy requirements under the SEC rules and NYSE listing standards, including the heightened NYSE independence requirements for audit committee members, and ~~qualifies~~four of whom qualify as an “audit committee financial expert” as defined by the SEC.

The Audit Committee operates under a written charter adopted by the Board that complies with all current regulatory requirements. The charter is reviewed at least annually. A copy of the charter can be found on the Company’s website at http://ir.superiorenergy.com/phoenix.zhtml?c=97570&p=irol-govHighlights.

Management is responsible for preparing and presenting the Company’s financial statements, and for maintaining appropriate accounting and financial reporting policies and practices, as well as internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. KPMG, our independent auditor, is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards, and expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the Company’s internal control over financial reporting. The members of the Audit Committee rely, without independent verification, on the information provided and representations made to them by management and KPMG.

In performing its oversight function, over the course of the year the Audit Committee, among other matters:

The Audit Committee leads in the selection of the lead audit engagement partner, working with KPMG with input from management, and annually reviews and assesses the performance of the KPMG audit team, including the lead audit engagement partner. As part of its auditor engagement process, the Audit Committee also considers

whether to rotate the independent registered public accounting firm. Following this assessment and evaluation, the Audit Committee concluded that the selection of KPMG as the independent registered public accounting firm for fiscal year ~~2015~~2016 is in the best interest of the Company and its shareholders.

The Audit Committee also reviewed KPMG’s independence, and as part of that review, received and discussed the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence. Additionally, as further described under “Pre-Approval Process,” the Company maintains an auditor independence policy that requires pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. The Audit Committee considers whether KPMG’s provision of these non-audit services to us is consistent with its independence, and concluded that it is.

Based on the reviews and discussions described above, and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its charter, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014~~2015 for filing with the SEC.

Our practice has been that any transaction which would require disclosure under Item 404(a) of Regulation S-K of the rules and regulations of the SEC, with respect to a director or executive officer, must be reviewed and approved by our Audit Committee. The Audit Committee reviews and investigates any matters pertaining to the integrity of our executive officers and directors, including conflicts of interest, or adherence to standards of business conduct required by our policies. We are currently not a party to any transactions requiring such disclosure. ~~Further discussion regarding compensation matters is found in sections titled “Director Compensation” and “Executive Compensation”.~~

This CD&A is designed to provide stockholders with an understanding of our compensation philosophy and objectives, as well as the analysis that we performed in setting executive compensation for ~~2014.~~2015. It discusses the Compensation Committee’s (referred to as the Committee in this CD&A) determination of how and why, in addition to what, compensation actions were taken during ~~2014~~2015 for our Chief Executive Officer, our Chief Financial Officer and our three other highest paid executive officers (the named executive ~~officers)~~officers or NEOs):

~~2015~~2016 Outlook and Competitive Advantage

The ~~reduction~~ultimate impact of the current industry downturn on the Company will depend in ~~commodity prices,~~large measure on the duration of this down-cycle. As a result of the proactive measures taken in 2015 and early 2016, we have created a sustainable platform of reduced costs and high liquidity which ~~has resulted principally from the higher marketed supply of oil, raises short-term uncertainty regarding the spending activity levels of our customers. In this uncertain environment, our focus is~~we believe will allow us to achieve stronger margins during an up-cycle. By focusing on ~~rationalizing costs, staying responsive to customers and keeping relationships strong.~~

~~Our~~maintaining a strong balance sheet, ~~and available liquidity position allow us~~we are well positioned to ~~avoid distractions associated with~~respond quickly when the market ~~downturn and take advantage of strategic opportunities that may arise. We continue~~does recover.

Regarding 2016 compensation, we havedecided to reduce the base salaries for our named executive officersby 15% effective April 2016, as well as to maintain ~~focus on reliability, execution and customer service.~~thereduced annual incentive plan (AIP) payout opportunities previously implemented in 2015.

Summary of ~~2014~~2015 Incentive Measures, Company Results and ~~2014~~2015 Payouts

Our ~~strong~~ financial and operational performance during ~~2014~~2015 resulted in ~~corresponding maximum~~markedly reduced payouts under our annual incentive program and ~~a portion of our~~ performance share ~~units (PSUs). Due to our stock price performance, however, there was no payout of the remaining portion of our PSUs, which was based on a relative total stockholder return (TSR) metric.~~units. The following components and results of our ~~2014~~2015 incentive programs are discussed in detail later in this CD&A.


Incentive Program Element	Performance Category	Performance Metric	Company Performance v. Target		Resulting Compensation	Overall Payout Value
*Annual Incentive* *Program (AIP)*	Financial	~~Pre-Tax Income~~ EBITDA (75% of Award)	~~113% of Target~~Below Minimum		~~200%~~ 0% of Target (~~Maximum~~No Payout)	~~200%~~31.25% of Target
*Annual Incentive* *Program (AIP)*	Operational	Key Operational Objectives (25% of Award)	Above Target		~~200%~~ 125% of Target (~~Maximum Payout)~~Between Target and	~~200%~~31.25% of Target
				Maximum)
*~~LTI~~Long-Term* Incentive (LTI) Program -** ~~PSUs~~Performance *Share Units (PSUs)*	Financial	Return on Invested Capital (ROIC) Rank (50% of Award)	~~76.6~~48.6 Percentile		~~200%~~ 97.2% of Target (~~Maximum Payout)~~Between Minimum and Target)	~~100%~~80.4% of Target
	Stock Price	TSR Percentile Rank (50% of Award)	~~12.9~~31.8 Percentile		0% 63.6% of Target (~~No Payout)~~Between Minimum and Target)	~~100%~~80.4% of Target



				31


32	EXECUTIVE COMPENSATION

KEY CHANGES TO 2015 COMPENSATION

In designing the 2015 executive compensation program, the Committee felt it was important to balance incentivizing our executives and protecting our stockholders’ interests during a cyclical downturn of unknown depth and duration. In response, the Committee took the following steps to ensure alignment of our 2015 executive compensation with the current environment and reduced TSR.

No Salary Increases for All Named Executive Officers – In December 2014, the Committee elected not to increase the base salaries of our named executive officers in 2015. Additionally, as explained below in “Approach to 2016 Compensation,” the Committee has elected to reduce their base salaries by 15% in 2016.

Revised Annual Incentive Program (AIP) – In March 2015, the Committee revised the parameters of the 2015 AIP to reduce the payout opportunities and focus performance metrics of the program to ensure executives focused on key deliverables to sustain the Company for the long-term. Specifically, the Committee made the following revisions:

Reduced the potential payout opportunities (as a percentage of salary) by 37.5% for all executives:


Named Executive Officer	2014 Target	2015 Target
Mr. Dunlap	120%		75%
Mr. Taylor	80%		50%
Mr. Moore	75%		46.88%
Mr. Bernard	70%		43.75%
Mr. Masters	70%		43.75%

•

Revised the payout range such that minimum payout level represents 87% of the target level, with maximum payout earned at a level that was equal to 113% of target performance.

•

Changed the financial component of the program, which represents 75% of the total payout, from pre-tax income to earnings before interest, taxes, depreciation and amortization (EBITDA).¹ The minimum level of EBITDA represented 110% of the 2015 budget approved by the Board of Directors.

•

Changed the operational component of the program, which represents the remaining 25% of the total payout, to reflect the Committee’s assessment of the Company’s achievement of quantitative metrics more focused on our stated strategy. The six key operational objectives focus on reducing overhead costs, increasing working capital and international revenue growth, and improving the Company’s culture.

As in years past, the entire amount of the AIP payout remained subject to a reduction of up to 15% based on the Company’s overall safety performance for the year.

Special Strategic Grant – In February 2014, the Committee approved the grant of a special one-time, two-year performance share award (SPSUs) for our executives (excluding the CEO) to incentivize them to focus, among other things, on generating free cash flow in order to build liquidity. The executives received previously approved grants of SPSUs in February 2014 and in March 2015, with each grant having a one-year performance period, and payout of both grants occurred in April 2016. In March 2016, the Committee determined the earned SPSUs would be paid out in cash in order to reduce share usage during periods of depressed stock prices. Importantly, this special grant’s focus on generating free cash flow contributed to our approximately $560 million cash balance as of December 31, 2015 – providing a significant liquidity position during this challenging market environment.

The Committee felt the overall structure of the 2015 program, including the measures described above, would incentivize the executive team to focus on key short-term deliverables that would position the Company to withstand the current market downturn and emerge as an even stronger player in the industry when the market recovered. The Committee elected to use EBITDA, which is more closely linked to cash flow, as the financial metric in order to focus management on improving efficiency from existing operations. Also, the key operational measures were designed to increase cash flow and improve the Company’s overall liquidity.

(1)

EBITDA is a non-GAAP financial measure. The Company provides reconciliations to the nearest GAAP measure for these and other non-GAAP measures on a quarterly basis(http://ir.superiorenergy.com/phoenix.zhtml?c=97570&p=irol-nonGaap).


				~~SPN 2015 Proxy Statement~~
32


			EXECUTIVE COMPENSATION

~~2014~~2015 Market Activity and the Impact of Stock Price on Executive Compensation

As noted above, ~~while 2014~~2015 was ~~a strong~~an extremely challenging year ~~relative~~due to ~~our financial~~the significant and ~~operational performance, the second half of 2014 marked the beginning of a very significant~~sustained downturn in crude oil ~~prices. The most dramatic drop occurred in the last quarter of the year, beginning~~prices, continuing a period of ~~extreme~~considerable volatility in ~~oil and gas~~oilfield service stock prices. Crude oil prices dropped ~~35%~~approximately 30% from the beginning to the end of ~~2014, with a drop of 33% in the fourth quarter alone.~~2015. This decrease was largely related to macroeconomic forces such as ~~a weak global economy, tepid demand and oversupply~~ significant oversupply—resulting principally from OPEC’s ~~unwillingness to curb production.~~continued high levels of production and the sustained elevated production levels from the US land market—as well as a weakening global economy. This decline focused ~~investor~~investors’ near-term preference away from commodity-based ~~oil and gas~~oilfield service stocks, ~~towards potentially higher yields,~~ furthering the decline in industry market capitalization. As a reflection of these events, during ~~2014,~~2015 the Philadelphia Stock Exchange Oil Service Sector Index (OSX) declined by approximately ~~22%~~25%. AsDuring the current downturn, the Company’s stock price ~~is highly~~has been closely correlated ~~and dependent on~~with crude oil prices ~~the Company was not immune to the industry shift~~ and, accordingly, we experienced a ~~similar~~parallel decline of ~~approximately 19%~~32% in ~~its~~our TSR, ~~during~~as seen in the ~~year, with a decline of approximately 39% during the fourth quarter of 2014.~~chart below.

The change in oil prices and relative effect on the OSX and our stock price (SPN) during 2014 and 2015 is displayed in the following chart:

LOGO


	EXECUTIVE COMPENSATION

~~As described further in this CD&A, the~~The structure of our executive compensation program for a given year is determined prior to or in the beginning of the calendar year. Specifically, base salary adjustments, if any, are effective January 1st, and the parameters of our ~~annual incentive program~~AIP are established and grants under our ~~long-term incentive~~LTI program are made effective early in the first ~~quarter of the year.~~quarter.

Over ~~85%~~87% of our CEO’s target direct compensation is incentive-based, with a balance between incentives linked to the financial and operational performance of the Company and incentives that are tied directly to stock performance. The Committee believes it is important to have this balance so that executives are focused on both stockholder return and the financial metrics that promote the long-term stability of the Company. This is particularly important in a cyclical industry like ours.

~~Because of our strong financial and operational performance in 2014, incentives awarded at the~~

~~beginning of the year or in prior years contingent on these measures rewarded executives accordingly.~~ The graph below clearly illustrates the ~~extreme impact of the fourth quarter market drop on the comparison~~parallel movement of our CEO’s compensation compared to our TSR ~~over~~year-over-year and the ~~last five years. As reflected below, the~~strong pay-for-performance correlation ~~between stock price and~~in 2015, with CEO ~~pay was strong until the unexpected and sudden drop~~compensation trending down in lock-step with TSR. Overall, we reduced CEO compensation nearly 25% in 2015 compared to 2014, including an 84% reduction in the ~~Company’s stock price due to the decline in commodity prices in the fourth quarter. As a means of comparison, the solid line shows our TSR~~AIP component, as ~~of December 31, 2014, whereas the dash line shows our TSR as of the end of the third quarter in 2014.~~noted below.

In response to this market downturn, the Committee revised our executive compensation program for 2015, including significantly reducing the payout opportunities under our annual incentive plan and maintaining the base salaries of our named executive officers at 2014 levels. See discussion below under “Recent Compensation Highlights.”

LOGO



34		~~SPN 2015 Proxy Statement~~
34


			EXECUTIVE COMPENSATION

Responding to the current market environment, the Committee revised our executive compensation program for 2015 by significantly reducing the payout opportunities under our annual incentive plan by 37.5%, as illustrated in the graph below, in addition to maintaining the 2015 base salaries of our named executive officers at 2014 levels. The 2016 base salaries of our named executive officers have been subsequently reduced by 15% beginning April 1, 2016.

~~Recent Compensation Highlights~~ LOGO

~~The following highlights some of the recent key compensation decisions made by the Committee, which are discussed in more detail later in this CD&A:~~

~~Revised Annual Incentive Program for 2014~~ – due to the changing scope of the Company’s operations, including our significant international expansion efforts, the Committee believed that other metrics that also serve as drivers of our success should be incorporated into the program. Thus, in 2014, 75% of the total payout under the program was based on the Company’s achievement of a pre-tax income target (as in prior years), and 25% of the total payout was based on the Committee’s qualitative assessment of the Company’s achievement of the other key operational objectives relating to finance, operations and expansion efforts. The entire amount remained subject to a 15% reduction based on the Company’s overall safety performance for the year.

~~One-Time Strategic Award to Named Executive Officers other than CEO~~ – in early 2014, the Committee approved the grant of a special one-time, two-year performance share award (the SPSUs) for our named executive officers other than Mr. Dunlap. The award, which is based on free cash flow and ultimately pays out in shares of our common stock, is intended to serve as an added incentive to our executive team to achieve financial and operational objectives during 2014 and 2015 that the Committee believes are responsive to investor input and will drive our future success.

~~Elimination of Excise Tax Gross-Ups~~ – with the expiration in December 2014 of the employment agreement with Mr. Moore that we assumed in a merger, we no longer provide excise tax gross-ups in any executive employment agreement or severance program.

~~Changes Made for 2015 in Response to Depressed Market Conditions:~~

~~Reduced Payout Opportunities under our Annual Incentive Plan for 2015~~ ~~– the Committee reduced the potential payout opportunities (as a percentage of salary) by 37.5% for all executives and raised the minimum payout level (as a percentage of target).~~

~~No Salary Increases for Named Executive Officers for 2015~~– following modest base salary increases for 2014, and given the downturn in the oil and gas industry, in December 2014 the Committee elected not to increase the base salaries of our named executive officers in 2015.

Compensation Best Practices

We strive to align executive compensation with stockholder interests, and to incorporate strong governance standards within our compensation program, such as:

50% of Long-Term Incentives are Performance-Based – we grant a combination of stock options, restricted stock units (RSUs) and ~~performance share units (PSUs)~~PSUs under our long-term incentive program, with half of the grant date value awarded in PSUs that pay out based on our relative achievement against our peers under ~~total stockholder return~~TSR and return on ~~investment~~assets (ROA) metrics.

Annual Incentives Based on Performance – our annual incentive awards are based on Company financial, operational and ~~beginning in 2014 operational,~~ performance measures as determined by the Committee.

Balanced Mix of Performance-Based Compensation – we provide a balanced mix of performance-based compensation designed to motivate our executives to improve both our financial and stock-price performance and maintain alignment with both short and long-term objectives.

Anti-Hedging and Anti-Pledging Policies – we prohibit our executives and directors from hedging and pledging Company securities.

Broad-based Long-Term Incentive Program – ~~during the last few years~~ we ~~have expanded the~~continued our broad use of long-term incentive awards within the Company. In ~~2014,~~2015, we granted awards to ~~more than 550~~611 non-executive management employees in an effort to promote stock ownership and alignment of stockholder interests ~~deeper~~ within our organization.

“Double Trigger” Change of Control Payments – our change of control program provides for change of control cash payments only ~~upon~~if a qualifying termination of ~~employment.~~employment occurs in connection with the change in control.

~~SPN 2015 Proxy Statement~~


	~~EXECUTIVE COMPENSATION~~

Clawback Policy – our annual incentive awards and long-term incentive awards are subject to a clawback policy, which applies to all of our executive officers and provides for the forfeiture of these awards or the return of any related gain in the event of a restatement of our financial statements.



				35


	EXECUTIVE COMPENSATION

No Excise Tax Gross-Ups – we do not provide excise tax gross-ups in any executive employment agreement or severance program.

Robust Stock Ownership Guidelines ~~for CEO~~ – we require our executive officers and directors to maintain certain levels of ownership in the Company, thus aligning their interests with our stockholders’ interests, and all of our executives currently exceed their ownership requirements ~~most~~ by a significant amount. The ownership level for our chief executive officer is six times his base salary.

~~Hold-Back~~Holding Requirement on Equity Shares – our stock ownership guidelines require that our executives maintain ownership of at least 50% of the net after-tax shares of common stock acquired from the Company pursuant to any equity-based awards, unless the executive has met his individual ownership requirement.

Engagement of Independent Compensation Consultant – our Committee retains an independent compensation consultant who reports directly to the Committee and does not provide any other services to management or the Company.

Review of Tally Sheets – our Committee annually reviews tally sheets summarizing the compensation of our executive officers.

Results of ~~2014~~2015 Say-on-Pay Vote and Our Response

At our ~~2014 annual meeting,~~2015 Annual Meeting, we received ~~98%~~69% support for our say-on-pay proposal, which was lower than expected given the pro-active changes made in our compensation practices after 2014 (which had received 98% support), pay practices comparable to peers and a positive recommendation from a leading proxy advisory firm. Following the vote, we actively engaged with a broad cross-section of our stockholders, including several who may have followed the recommendation of a different proxy advisory firm by voting against our 2015 say-on-pay proposal. ~~Prior to and following that meeting, in response to the 67% support we received for our say-on-pay proposal in 2013, we had launched an extensive~~We formalized a new stockholder outreach ~~campaign~~program to seek feedback ~~from our investors~~ on a variety of topics, including our operations, compensation and governance ~~and compensation programs, including the severance and change of control program we adopted~~programs. Our stockholder outreach efforts are discussed in ~~2012.~~more detail above under “Stockholder Outreach”. Based on the compensation feedback we received, we ~~made a few changes to our policies and programs as noted in our proxy statement last year, but~~ felt that our stockholders were generally supportive of our executive compensation philosophy and ~~programs. We also did not ascertain any strong correlation between the low support for our say-on-pay proposal in 2013~~programs, and ~~our new severance and change of control program, which we had adopted in 2012 with a delayed effective date (after the 2013 annual meeting) so~~urged that we ~~could assess our stockholder’s views~~continue to focus on alignment of compensation and TSR. The Committee’s efforts in 2016 to balance incentivization and stockholder interests are discussed below in the ~~program. This belief was supported by the high level of support our say-on-pay proposal received at our 2014 annual meeting.~~section titled “Approach to 2016 Compensation.” We have continued our ongoing ~~dialog~~dialogue with our ~~investors,~~stockholders, and ~~will~~intend to continue to fully evaluate and be responsive to the feedback we receive.

APPROACH TO 2016 COMPENSATION

In designing the 2016 executive compensation program, the Committee remains committed to balancing incentivization and strategy alignment with stockholder interests. To that end, the Committee has decided to take the following action with respect to 2016 compensation:

Base Salary Reductions for Named Executive Officers – After electing not to increase base salaries of our named executive officers in 2015, the Committee has elected to reduce by 15% their base salaries effective as of April 1, 2016.

Revised Annual Incentive Program (AIP) – The Committee has determined to maintain the 37.5% reduced potential payout opportunities (as a percentage of salary) for all executives. The financial component of the program will remain based on EBITDA, and the operational component will continue to reflect the Committee’s assessment of the Company’s achievement of quantitative metrics focused on our strategy.

Revised LTI Program – The Committee granted 50% of the awards to our executives in options (instead of 25% restricted stock units and 25% options) in order to better align the interests of our executives with those of our stockholders by focusing them on share price appreciation.

The Committee feels the actions described above are appropriate in the current market environment, and that the structure of the 2016 program will continue to achieve the balance sought, as described above.



36		~~SPN 2015 Proxy Statement~~
36


			EXECUTIVE COMPENSATION

How We View Compensation – Total Target Direct Compensation

Our executive compensation program is significantly performance-based, linking executive pay, Company performance and results for stockholders, and is appropriately balanced with ~~short-~~short and long-term measures. The primary components of our executive compensation program are base salary, annual ~~incentive awards~~ and long-term incentives (which we collectively refer to as our executives’ “direct compensation”). ~~The annual incentive awards and long-term incentives, which comprise~~Consistent with this approach, our program features a minimal level of fixed compensation in the ~~majority~~form of base salary for our ~~executives’ target direct compensation, are at-risk, with a significant percentage of the compensation (51%~~executives (approximately 13% for our CEO and an average of ~~47%~~approximately 23% for our other current named executive officers) ~~based on measurable performance, both annual and long-term (the PSUs)~~. Our program also features elements of compensation that vary with stock price (comprised of stock options and ~~restricted stock units), resulting in~~RSUs and PSUs). The annual and long-term incentives comprise the majority of our executives’ target direct compensation. As a ~~minimal level~~result, a significant percentage of ~~fixed~~the compensation ~~in the form of base salary for our executives (approximately 12%~~(50% for our CEO and ~~an average of approximately 21% for~~ our other current named executive officers). is based on measurable annual and long-term performance. The following charts illustrate the target mix of direct compensation elements for our CEO, and our other current named executive officers (an average) during ~~2014.~~2015. Because our CEO did not receive a grant of SPSUs during ~~2014,~~2015, we have not included the value of ~~this~~the performance ~~award~~awards granted to our other named executive officers in the charts below in order to promote consistency in the comparison.

LOGO


	EXECUTIVE COMPENSATION

Historical Impact of Financial Performance on Executive Pay

The charts below show how the annual and long-term performance components of our program have paid out, or not paid out, over the last three years, commensurate with our results under the applicable performance components:

LOGO

As noted above, our ~~annual incentive program measures~~2015 AIP measured performance based on our achievement of pre-established ~~pre-tax income~~EBITDA targets and ~~beginning in 2014, certain~~selected quantitative operational ~~obligations.~~objectives. As described further below, we achieved ~~113%~~62% of the ~~adjusted pre-tax income~~EBITDA target set for ~~2014.~~2015. This was ~~above~~under the ~~110% of target~~minimum required for ~~maximum~~a payout of this portion under the program. In addition, the Committee determined that the Company had achieved above target performance under the operational objectives.



38		~~SPN 2015 Proxy Statement~~
38


			EXECUTIVE COMPENSATION

LOGO

Target Total Direct Compensation v. Realizable Pay Analysis

In making its compensation decisions, the Committee focuses on target total direct compensation of our executives, and also evaluates target compensation against the compensation that is ultimately realized by our executives. The charts below highlight, for our CEO and our other named executive officers as a group, the differences between the target total direct compensation opportunity approved by the Committee, the ~~2014~~2015 compensation reported in the Summary Compensation Table and the “realizable” pay resulting from our performance. The following summarizes how target total direct compensation and realizable compensation are calculated, and how they differ from the amounts reported in the Summary Compensation Table.

Target Total Direct Compensation:

Ø	Includes base salary, target annual incentive award for the fiscal year, and the total grant date value of long-term incentives granted for that fiscal year, including the SPSUs, but does not include All Other Compensation from the Summary Compensation Table.

Target total direct compensation differs from the compensation reflected in the Summary Compensation Table, which reports actual annual incentive award and PSU payouts and the grant date value of stock options, ~~restricted stock units~~RSUs and the SPSUs granted as part of the compensation ~~program~~program.

Realizable Compensation:

Approximates the executives’ “take-home pay,“” and includes base salary, actual annual incentive awards, SPSU and PSU payouts for the fiscal year, the value received from restricted stock or restricted stock unit vesting and stock option exercises during the year, and the change in intrinsic value of all outstanding exercisable ~~options~~options.


	EXECUTIVE COMPENSATION

One-Year Absolute Perspective

LOGO

~~As a result of our strong financial and operational performance, our executives received maximum payout under our~~Based on the decreased annual incentive ~~program~~payout and ~~the financial component~~below target achievement of the PSUs ~~that were~~ earned in ~~2014. Based upon these results,~~2015, the realizable compensation of our CEO and other named executive officers was well below the target direct compensation and also lower than the values reported in the Summary Compensation ~~Table~~Table. The realizable compensation for our CEO was nearly 30% below the values in the Summary Compensation Table and approximately 39% below the target direct compensation. Similarly, for our other named executive officers, ~~including our CEO, for 2014 exceeded their~~the realizable compensation was about 32% below the values in the Summary Compensation Table and approximately 40% below the target direct compensation. ~~In addition, recent stock price declines resulted in realizable compensation being below target direct compensation levels.~~

Three-Year Relative Perspective

To demonstrate the alignment of our CEO’s pay with our performance, the following graph compares our CEO’s realizable pay as a percent of target total direct compensation for the three-year period from ~~2012~~2013 through ~~2014~~2015 to our TSR performance relative to our Compensation Peer Group (as later defined) over the same period.

Three-Year CEO Realizable Pay vs. Performance

LOGO



40		~~SPN 2015 Proxy Statement~~
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			EXECUTIVE COMPENSATION

~~Executive Compensation Philosophy~~

EXECUTIVE COMPENSATION PHILOSOPHY

The Committee is responsible for designing, implementing, and administering our executive compensation program. The Committee seeks to increase stockholder value by:

rewarding performance; and

ensuring that we can attract and retain executives with the skills, educational background, experience and personal qualities needed to successfully manage and contribute to expanding our ~~expanding~~ business.

In structuring our executive compensation program, the Committee is guided by the following principles:


Principle		Implementation
Compensation should be performance driven and incentive compensation should comprise the largest part of an executive’s compensation package.		Ø The largest portion of our target executive compensation ~~(represented by the annual incentive awards~~(comprised of LTI and ~~PSUs~~AIP) is at-risk and ~~including the SPSUs for our named executive officers other than our CEO) depends on achieving specific~~ performance ~~targets.~~based. Ø ~~Base salary,~~Basesalary, the only fixed element of compensation in our executive compensation program, accounts for approximately ~~12%~~13% of our CEO’s compensation and an average of ~~21%~~23% of our other named executive officers’ compensation. All remaining elements of pay are variable, including annual incentive awards and long-term incentives in the form of stock options, RSUs, PSUs and SPSUs, the value of which are all directly linked to our performance.
Compensation levels should be competitive in order to attract and retain talented executives.		Ø ~~The Committee~~TheCommittee annually seeks input from its independent compensation consultant regarding the competitiveness of our pay strategy relative to the market. We have established a process for evaluating the competitiveness of all elements of direct compensation.
Incentive compensation should balance ~~short-~~short and long-term performance, including balancing short-term growth with long-term returns.		Ø ~~Our annual incentive program~~OurAIP rewards executives for the achievement of annual goals based on our profitability and achievement of operational metrics. Ø ~~We provide~~Weprovide long-term incentive opportunities that have significantly more potential reward value to the executive if goals are met and our share price grows. Ø ~~In order~~Inorder to encourage our executives to prudently grow our business without sacrificing long-term returns, the performance metrics used for our PSUs are our three-year relative TSR as compared to our peers and our three-year relative ~~return on invested capital (ROIC)~~ROIC for PSUs granted prior to 2015 and our three-year relative ~~return on assets (ROA)~~ROA for PSUs granted in ~~2015.~~2015 and thereafter. Ø ~~The Committee~~TheCommittee annually evaluates with its independent compensation consultant whether the program is balanced in terms of base pay and incentives, both ~~short-~~short and long-term.
Compensation programs should provide an element of retention and motivate executives to stay with the Company long-term.		Ø ~~Executives forfeit~~Executivesforfeit their opportunity to earn a payout from the PSUs if they voluntarily leave the Company before the three-year performance cycle is complete, except in the case of retirement. Also, the use of time-vested ~~restricted stock units~~RSUs and stock options provide a strong incentive for employees to stay with the Company. Ø ~~The retirement~~Theretirement benefits provided under the Supplemental Executive Retirement Plan (SERP) increase the longer the executive remains with the Company.
Compensation programs should encourage executives to own Company stock, thus aligning their interests with our stockholders.		Ø ~~Our stock~~Ourstock ownership guidelines require our executive officers to own shares of Company stock equivalent to a stated multiple of the executive’s base salary. The multiple varies depending on the executive’s job title. See “Executive Compensation Policies — Stock Ownership Guidelines” for more information. Ø ~~To assist~~Allof our executives ~~in achieving~~far exceed these ownership ~~requirements, we~~requirements. We grant shares of time-vested RSUs as one of our long-term incentives, and may also elect to pay up to 50% of the value of our PSUs in common stock. ~~In addition, the SPSUs granted in 2014 and 2015 will payout in shares of common stock.~~


	EXECUTIVE COMPENSATION

~~How We Make Compensation Decisions~~HOW WE MAKE COMPENSATION DECISIONS

Role of Management in Setting Compensation

Our CEO is involved in recommending the compensation of our executive officers, other than himself. Each year, the CEO makes recommendations to the Committee regarding salary adjustments, percentage annual incentive targets under the ~~annual incentive program~~AIP and long-term incentive grants to our other executive officers. In formulating his recommendations, the CEO considers various factors, including his subjective analysis of each executive’s performance and contributions to the Company, the performance of his business units (if applicable to the particular officer), experience level, tenure in position, the average base pay level for similar positions, and the Company’s performance. Although the Committee considers the CEO’s recommendations, the Committee makes all final determinations regarding executive compensation.

Role of Compensation Consultants

Since May 2007, the Committee has engaged Pearl Meyer & Partners, ~~(PM&P)~~LLC (Pearl Meyer) as its independent executive compensation consultant to advise the Committee on matters relating to executive compensation and assist it in developing and implementing our executive compensation program. The Committee also discussed this CD&A with ~~PM&P.~~Pearl Meyer. As required by SEC and NYSE rules, the Committee has assessed the independence of ~~PM&P~~Pearl Meyer and concluded that ~~PM&P’s~~Pearl Meyer’s work did not raise any conflicts of interest. In making this determination, the Committee noted that during fiscal ~~2014:~~year 2015:

~~PM&P~~Pearl Meyer only provided advisory services related to executive and director compensation;

Fees from the Company represented less than 1% of ~~PM&P’s~~Pearl Meyer’s total revenue;

~~PM&P~~Pearl Meyer maintained a conflicts policy to prevent a conflict of interest or any other independence issues;

None of the team assigned to the Company had any business or personal relationship with members of the Committee outside of the engagement;

None of the team assigned to the Company had any business or personal relationship with any Company executive officer outside of the engagement; and

None of the team assigned to the Company maintained any individual position in our common stock.

Peer Groups, Annual Benchmarking Process and Survey Data

The Committee evaluates the Company’s executive ~~compensation~~compen-sation practices and financial performance by reference to two different peer groups as described below: the Performance Peer Group and the Compensation Peer Group. The Performance Peer Group is ~~made up~~comprised of oilfield service companies which were chosen due to similarity of services provided, operating footprint, business focus, capital structure and competitive conditions. The Compensation Peer Group is a narrower group of companies within our Performance Peer Group which would be considered peers for executive talent purposes. This second group is more similar to Superior in terms of size and scope of operations, although, due to the limited number of companies directly similar in size, we include companies that are both somewhat smaller and somewhat larger than the ~~Company, particularly companies from which we recruit executive talent.~~Company. Additionally, we have excluded certain ~~performance peers, such as Nabors Industries,~~Performance Peer Group companies from the Compensation Peer Group because of dissimilarity in pay approach and structures.

The Committee periodically reviews the companies comprising each peer group, and revises each group as it deems appropriate after consultation with ~~PM&P~~Pearl Meyer and to reflect consolidation and changes in the industry.



42		~~SPN 2015 Proxy Statement~~
42


			EXECUTIVE COMPENSATION



	Performance Peer Group*

Performance g Used to measure our financial performance under our ~~long term~~ ~~incentive~~LTI program, in particular the PSUs.	• Baker Hughes, Inc. • Cameron International Corp. • Halliburton Co. • Helmerich & Payne, Inc. • Nabors Industries Ltd. • Oceaneering International, Inc. • Patterson-UTI Energy, Inc. • Schlumberger Ltd.	• Basic Energy Services, Inc. • FMC Technologies, Inc. • Helix Energy Solutions, Group, Inc. • Key Energy Services, Inc. • National Oilwell Varco, Inc. • Oil States International, Inc. • RPC, Inc. • Weatherford International, Ltd.
	*Reference group for the PSUs granted in ~~2014~~2015


	Compensation Peer Group

Compensation g Used to evaluate and benchmark executive compensation.	• Baker Hughes, Inc. • Cameron International Corp • FMC Technologies, Inc. • Helix Energy Solutions Group, Inc. • National Oilwell Varco, Inc. • Oil States International, Inc. • Weatherford International, Ltd.	• Basic Energy Services, Inc. • Ensco plc • Halliburton Co. • Key Energy Services, Inc. • Oceaneering International, Inc. • RPC, Inc.

The Compensation Peer Group had a trailing twelve month median revenue of ~~$4.380~~$4.643 billion as of December 31, 2015, compared to our trailing twelve month revenue of ~~$4.536~~$4.016 billion at the time the group was approved.

At the Committee’s request, ~~PM&P~~Pearl Meyer conducts an annual executive compensation review to benchmark the Company’s senior executive compensation relative to the Compensation Peer Group with supplemental data from published market surveys. The Committee uses this report to evaluate whether the executive compensation levels, including base salary and actual incentive payouts, are within industry norms and the Company’s stated strategy. For ~~2014~~2015 executive compensation, the Committee set base salary amounts, annual incentive plan percentages and long-term incentive award values in December ~~2013~~2014 with reference to the Compensation Peer Group.

~~PM&P~~Pearl Meyer supplements data from the Compensation Peer Group with broad-based compensation survey data to develop a comprehensive view of the competitive market data. The Committee believes that this use of survey data is an important element of our compensation evaluation. Compensation survey data includes companies from the broader energy industry that influence the competitive market for executive compensation levels. Further, the survey data also includes data from companies that are comparable to us in terms of size and scale.

Review of Tally Sheets

The Committee has reviewed and evaluated an executive tally sheet that contained a listing and quantification (as appropriate) of each component of our compensation program during ~~2014~~2015 for all of our

executive officers, including special executive benefits

and perquisites, as well as accumulated values (e.g., stock option holdings) and other contingent compensation such as severance arrangements. The Committee believes that our balance of annual and long-term compensation elements, our mix of long-term incentive vehicles and our stock ownership guidelines that encourage executive ownership result in a compensation program that aligns our executives’ interests with those of our stockholders and does not encourage our management to take unreasonable risks relating to our business. The various components of our executive compensation program are described in detail below.

~~Components of Executive Compensation~~COMPONENTS OF EXECUTIVE COMPENSATION

The main components of our executive compensation program are base salary, annual incentive and long-term incentives. Our executives also participate in a supplemental executive retirement plan. Overall, the Company positions the majority of the executive compensation program to be at-risk with much of the compensation based on measurable performance, with a specific emphasis on the long-term performance of the Company. As an executive’s level of responsibility increases, a greater portion of total compensation is at-risk, creating the potential for greater variability in the individual’s compensation from year to year.

As reflected in the charts set forth above in the Executive Summary, the CEO’s component mix is more heavily weighted towards long-term performance and reflects the Committee’s view that his role in setting the strategic direction of the Company gives him greater influence on the ultimate performance level achieved.



				43


EXECUTIVE COMPENSATION

The Committee believes that its current combination of compensation elements provides an appropriate mix of fixed and variable pay, balancing ~~short-term~~short and ~~long-~~

~~SPN 2015 Proxy Statement~~


	~~EXECUTIVE COMPENSATION~~

~~term~~long-term performance, and encouraging executive retention.

~~A description of each element of the Company’s compensation program follows.~~

Base Salary

The primary role of the Company’s base salary element is to compensate executives for the experience, education, personal qualities and other qualifications that are key for their specific role within the Company. In establishing the base salaries for our executives, we have historically targeted the ~~market~~ median salaries of similarly-situated executives in the Company’s Compensation Peer Group and strive to set base salaries at consistent levels for positions with similar responsibilities.

In ~~December 2013,~~response to market conditions, the Committee approved modest base salary increases for most of our named executive officers effective January 1, 2014. Specifically, each named executive officer received an approximate 5% increase, except for Mr. Masters, who received a 10% increase. These increases brought all of their salaries within our target range of 10% of the market median. The Committee did not approve base salary increases for any of the named executive officers for 2015.

Annual Incentive Award

The purpose of the Company’s ~~annual incentive program~~AIP is to reward executives for achievement of annual operational, financial and safety goals. Although the Committee sets annual incentive target levels that result in median payouts when performance objectives are met, this program provides executives the opportunity to earn significantly higher payments depending on the extent to which these performance objectives are exceeded.

~~Establishment of~~ Program Parameters for ~~2014~~2015

In ~~February 2014,~~March 2015, the Committee approved the parameters of the annual incentive program for ~~2014. Although~~2015. Under the program, ~~has historically used one metric as~~our named executive officers were eligible to receive an annual incentive award based on a ~~performance measure,~~target percentage of their base salary. As discussed previously, the Committee ~~believed that~~reduced the increased size and our expanded portfolio of operations, including our international expansion efforts, warranted inclusion of additional metrics in the program. Specifically, the Committee believed that otherpayout levels by 37.5% for each named executive officer compared to 2014 levels. Our AIP is designed to focus management’s attention on key financial and operational metrics, that also serve as drivers of our success should be incorporated into the program. Thus, while the structure of the 2014 program is similar to our previous programs, awards will be based on both a primary financial metric and other key operational objectives,which are weighted as follows:

75% of the total payout ~~will be~~is based on the achievement of ~~a pre-tax income~~

an EBTIDA target and 25% of the total payout ~~will be~~is based on the Committee’s assessment of the Company’s achievement of the other key operational metrics. ~~As in past years, the~~The overall incentive payout ~~will range~~ranges from 0% to 125%

(reduced from 0% to 200% range in prior years) of each executive’s target award opportunity based on these factors, and ~~will be~~is subject to a reduction of up to 15% ~~reduction~~ based on the Company’s overall safety performance for the year.

Financial Metric: With respect to the primary financial metric, the Committee elected to change from pre-tax income to EBITDA in 2015. The Committee felt it was important to incentivize our executives based on our stated strategy to build free cash and maintain our liquidity. As a financial metric, EBITDA is more closely linked to cash flows and encourages management to focus on improving efficiency from existing operations. The Committee set ~~this target~~EBITDA targets toward the end of the first quarter of ~~2014~~2015 after reviewing estimates of the first quarter results, including a projected $0.16 EPS. Based on the business outlook at the time, the Committee set the pre-tax income target for the 2014 program at $351 million, which represented a 150% average EPS growth (or $0.40 ESP) for the last three quarters of 2014, with the maximum performance level representing a 181% average EPS growth (or $0.44 EPS) for such period. The Committee believed that these targets were aggressive given the business and market outlook at the time. Under the terms of the program, the Committee may adjust our actual operating results for the year for non-operational gains or losses.results. The quantitative portion of the annual incentive award provides for minimum, target and maximum payout levels, as a percentage of salary, based upon the achievement of ~~70%~~87%, 100% and ~~110%~~113% of ~~a pre-tax income target.~~the EBITDA target, representing an upward revision from the prior year. Based on the business outlook at the time, the Committee set the EBITDA target for the 2015 program at $677 million. The Committee believed that these targets were an aggressive stretch given the business and market outlook at the time. Given the aggressive nature of the target, the Committee felt that this range was appropriate.

Operational Metrics: With respect to ~~the other key~~ operational ~~objectives,~~metrics, the Committee ~~specified~~established key 2015 objectives to reduce G&A costs, manage our DSO, reduce costs of casualty claims, grow international revenues in ~~the areas of finance~~select countries, identify high potential employees and ~~efficiency, human resources and compliance, and marketing and expansion.~~train our employees inOur Shared Core Values program. The payout levels with respect to this portion of the award ~~will be~~were determined based on below target, at target and above target achievements.

Safety Component: As in prior years, the Committee may reduce the ultimate payout to each executive by up to 15% based on the Company’s performance relative to various safety metrics and a grading system that make up the executive team safety scorecard. The ~~2014~~2015 safety scorecard contained three results-oriented metrics that measure the number of safety incidents and seven leading indicators that ~~are~~were designed to encourage behaviors by the Company’s employees ~~that will~~in order to decrease the number of safety incidents.

Under the program, our named executive officers were eligible to receive an annual incentive award based on a target percentage of their base salary, which percentages remained constant from 2013 for each executive and were commensurate with the median



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			EXECUTIVE COMPENSATION

~~levels of the Compensation Peer Group.~~ The possible total award payout levels for ~~2014~~2015 for each named

executive officer, stated as a percentage of the officer’s base salary and taking into account the

37.5% payout level reduction discussed above, are set forth in the table below.


Named Executive Officer	Minimum		Target		Maximum		Minimum		Target		Maximum
Mr. Dunlap		60%		120%		240%		37.50%		75.00%		150.00%
Mr. Taylor		40%		80%		160%		25.00%		50.00%		100.00%
Mr. Moore		37.5%		75%		150%		23.44%		46.88%		93.75%
Mr. Bernard		35%		70%		140%		21.88%		43.75%		87.50%
Mr. Masters		35%		70%		140%		21.88%		43.75%		87.50%

Determination of ~~2014~~2015 Results

In ~~February 2015,~~January 2016, the Committee reviewed the Company’s financial results for ~~2014~~2015 and evaluated a detailed report ~~from management~~ regarding ~~its~~management’s efforts and accomplishments with respect to the key operational objectives. ~~For 2014,~~As for the financial metric, the Company achieved ~~113%~~62% of the ~~pre-tax income~~EBITDA target established for ~~2014. The reported income from continuing operations before income taxes~~2015, which was below the threshold necessary for achievement of ~~$442.2 million was adjusted to $396.3 million~~a payout. As for the ~~following items: discontinued operations before income taxes, net gains on sales of assets and other costs associated with our discontinued operations.~~

~~After reviewing the executive team’s achievements relative to our 2014~~ key operational ~~metrics,~~objectives, several of these objectives were deemed most critical for reducing costs and generating free cash flow in order to optimize liquidity in the current market downturn and position the Company to respond quickly when more favorable market conditions return. Due to the Company’s strong level of performance, particularly in light of the current market environment, the Committee ~~approved~~determined it was appropriate to approve a payout atof 62.5% of the 200% ~~of target~~maximum payout for this component. ~~The~~In its assessment of these operational objectives and determining the appropriate payout, the Committee noted the following ~~achievements:~~achievements which, with the exception of international growth, significantly exceeded target levels:

•

~~Finance/Efficiency~~Reduction in G&A Costs: ~~refinement~~Targeted a reduction of ~~business portfolio~~5% to improve overall ROIC through business divestitures; implementation of improved software system to track asset management and utilization; development of a new financial consolidation system promoting improved analysis of business performance by business lines; and development of methodology to review and assess spending categories to optimize costs15% from 2014 G&A expenses. We achieved an 18.2% reduction in 2015.

•

~~Human Resources/Compliance~~Reduction in Total Cost of Casualty Claims: ~~establishment~~Targeted a reduction of ~~a centralized domestic DOT regulatory~~$4 million to $8 million from 2014 total cost of workers compensation and ~~compliance program; improvements to our enterprise risk management program; assessment of our domestic human resource information system~~vehicular claims, along with associated premiums. We achieved an $11 million reduction in ~~the context of our expanded operations; recruitment of international management personnel to assist in expansion efforts~~2015.

•

~~Marketing/Expansion~~Manage DSO: ~~implementation~~Targeted to end 2015 with a DSO of ~~new branding strategy; international expansion~~71 to 80 days. We achieved a DSO of ~~rental tool business; expansion of well control and international coiled tubing services; consolidation of business functions; and expansion of hydraulic workover services~~71 days.

Goal % of
    Award     Target
    Achieved         Resulting
Payout %        Overall Payout
Pre-Tax Income Target
75% 113% 200%    200%
Key Operational Objectives
25% Above Target 200%

•

International Revenue Growth: Targeted revenue levels from $240 million to $264 million in 2015 for certain select international countries. In this challenging market environment, we achieved $197 million, which was approximately 82% of the minimum target and thus slightly below our ambitious threshold.

•

Shared Core Values Training: Targeted to train 80-95% of our leadership on the Company’s shared core values program. We trained all identified employees in leadership roles and also trained all identified non-supervisory personnel.

•

Succession Planning: Identified high-potential employees through a three-step program: (i) Identify candidates, (ii) centrally assess candidates through a rigorous review of leadership capabilities throughout the organization, and (iii) measure candidate progress and identify new high-potentials during executive team review meetings twice a year. This process was reviewed by the Committee in December 2015.


Goal	% of Award	Target Achieved	Resulting Payout %	Overall Payout
EBITDA Target	75%	62%	0%	31.25%
Key Operational Objectives	25%	Above Target	125%	31.25%

In light of the Company’s strong safety record during 2015, the Committee determined not to exercise its discretion to reduce the ultimate payout to each executive. Specifically, we improved our year-over-year safety performance, as our Total Recordable Incident Rate, tracking less severe recordable injuries, improved by 37%, and our Lost Time Incident Rate, tracking more severe recordable injuries, improved by 31%


	EXECUTIVE COMPENSATION

~~Changes to 2015 Annual Incentive Program~~

In March 2015, the Committee approved the parameters of the annual incentive program for 2015. The Committee felt it was important to incentivize our executives based on our stated strategy, which is to build free cash generated from established US operations to fund geographical expansion in targeted international locations. However, the Committee also recognized that our stockholders’ interest must be protected due to the current market conditions and uncertain outlook for 2015. As a result, the Committee, elected to adjust the payout opportunities and performance metrics of the program to ensure executives focus on key deliverables for 2015 that will sustain the Company for the long-term. Specifically, the Committee made the following revisions to the AIP program for 2015 as compared to past years:

~~Reduced the potential payout opportunities (as a percentage of salary) by 37.5% for all executives:~~

Named Executive Officer    2014
Target        2015
Target
Mr. Dunlap
   120%        75%
Mr. Taylor
     80%        50%
Mr. Moore
     75%        46.88%
Mr. Bernard
     70%        43.75%
Mr. Masters
     70%        43.75%

•

Changed the financial component of the program, which represents 75% of the total payout, from pre-tax income to earnings before interest, taxes, depreciation and amortization (EBITDA). The minimum level of EBITDA represents 110% of the 2015 budget approved the Board of Directors.

•

~~Revised the payout range such that minimum payout level represents 87% of the target level, with maximum payout earned at a level that is equal to 113% of target performance.~~

Similar to the 2014 program, the remaining 25% of the total payout opportunity will be based on the Committee’s assessment of the Company’s achievement of six key operational objectives focusing on the following: reducing overhead costs in the Company, increasing working capital and international revenue growth, and improving the culture and compliance of the Company.

The Committee elected to use EBITDA, which is more closely linked to cash flow, as the financial metric in order to focus management on improving efficiency from existing operations. This is particularly important since the Company is expected to realize a minimum 35% reduction in overall capital expenditures for 2015. In addition, like the EBITDA measure, most of the key operational measures are designed to increase cash flow and improve the Company’s overall liquidity. The Committee felt the structure of the 2015 program will incentivize the executive team to focus on the key short-term deliverables that will position the Company to withstand the current market environment and emerge as an even stronger player in the industry when the market recovers.

~~SPN 2015 Proxy Statement~~


			~~EXECUTIVE COMPENSATION~~

Long-Term Incentives

The purpose of our long-term incentive program (the LTI program) is to focus executives on long-term Company goals, growth and the creation of stockholder value. Under the 2015 LTI program, we ~~grant~~granted a mix of long-term incentive awards, which ~~currently consists~~consisted of 25% stock options, 25% ~~restricted stock units~~RSUs and 50% PSUs. Consistent with the Company’s compensation philosophy, the Committee believes stock-based incentive awards are one of the best ways to align the interests of our executives with those of our stockholders. In addition,

the terms of the PSUs reflect

the Committee’s belief that executive compensation should be tied to Company performance. The PSUs provide our executives the opportunity to earn additional compensation based on the Company’s performance. The executives’ overall compensation could be below the 25^th percentile of the market for below threshold performance and at or above the 75th percentile of the market if the Company achieves the maximum level of performance relative to its peers as described below.

~~2014~~2015 LTI Program At-A-Glance


Component of LTI Program	Terms	How the Award Furthers our Compensation Principles

*Stock Options* *(25% of ~~LTI program)~~grant value)*	• ~~Granted~~Exercise price at fair market value on grant date • ~~vests~~Vests in equal annual installments over 3-year period, subject to continued service • 10-year term	• Motivates executives to continue to grow the value of the Company’s stock over the long term as the value of the stock option depends entirely on the long-term appreciation of the Company’s stock price.

*~~Restricted Stock Units~~* *~~(RSUs)~~RSUs* *(25% of ~~LTI program)~~grant value)*	• Pays out in equivalent number of shares of our common stock • Vests in equal annual installments over 3-year period, subject to continued service	• Widely used in the energy industry to strengthen the link between stockholder and employee interests, while ~~motivating executives to remain with the Company.~~supporting long-term retention goals. • Provides a bridge between the ~~short-~~short and long-term interests of stockholders, and reduces the impact of share price volatility over industry cycles, as has occurred in recent years. • Motivates executives to take measured risks because the incentive value to the executive is not entirely dependent on significant price appreciation.

*~~Performance Share~~* *~~Units (PSUs)~~PSUs* *(50% of ~~LTI program)~~grant value)*	• 3-year performance period • Initial value of $100 per unit • Payout range $0 to $200 per unit based on performance compared to our Performance Peer Group • Performance measures: ^¡ 50% Relative ~~ROIC~~ROA ^¡ 50% Relative TSR • Payout in cash, although up to 50% of value may be paid in shares of stock in the Committee’s discretion	• Performance criteria link the Company’s long-term performance directly to compensation received by executive officers and other key employees and encourage them to make significant contributions towards increasing ~~ROIC~~ROA and, ultimately, stockholder returns. • Use of TSR to better align the interests of our executives with those of our stockholders.


			EXECUTIVE COMPENSATION

2015 LTI Program Awards

After considering Pearl Meyer’s market study and in order to remain competitive with the market median and the competitive market for executive talent in the Company’s business areas, and taking into account Mr. Dunlap’s recommendations for the executives other than himself, the Committee set the target percentages of the named executive officers’ 2015 LTI awards based on each officer’s position with the Company, which percentages were consistent with their respective 2014 award levels. To maintain alignment with stockholder interests, 50% of PSU realized value remained determined by relative TSR, as described above in the section titled “2015 LTI Program At-A-Glance”.

The award mix for executive officers remained 50% in PSUs, 25% in stock options and 25% in RSUs. The table below shows the 2015 target LTI percentages and the approximate total value of the 2015 LTI grants (amounts reflected in Summary Compensation Table for stock options, PSUs and RSUs reflect actual grant date fair values).


Named Executive Officer	2015 LTI % of Salary	Total Value Granted as PSUs		Total Value Granted as Options		Total Value Granted as RSUs		Total Value of 2015 LTI Awards
Mr. Dunlap	600%		$3,000,000		$1,500,000		$1,500,000		$6,000,000
Mr. Taylor	360%		973,440		486,720		486,720		1,946,880
Mr. Moore	300%		885,750		442,875		442,875		1,771,500
Mr. Bernard	300%		627,750		313,875		313,875		1,255,500
Mr. Masters	250%		602,000		301,000		301,000		1,204,000

Structure of PSUs

~~Consistent with the terms of the PSUs granted since 2012, for~~For the PSUs granted for the ~~2014-2016~~2015-2017 cycle, under both performance criteria, the maximum, target and minimum levels are met when our ~~ROIC~~ROA and TSR are in the 75th percentile, 50th percentile and 25th percentile, respectively, as compared to the ~~ROIC~~ROA and TSR of the Performance Peer Group, as described in the table below:


Performance Level Relative to Performance Peer Group	Percent of Date-of-Grant Value of PSU Received for Relative ROIC Level	Percent of Date-of-Grant Value of PSU Received for Relative TSR Level	Total Percent of Date-of-Grant Value of PSU Received	Percent of Date-of-Grant Value of PSU Received for Relative ROA Level	Percent of Date-of-Grant Value of PSU Received for Relative TSR Level	Total Percent of Date-of-Grant Value of PSU Received
(Below 25th Percentile)	0%	0%	0%	0%	0%	0%
Minimum (25th Percentile)	25%	25%	50%	25%	25%	50%
Target (50th Percentile)	50%	50%	100%	50%	50%	100%
Maximum (75th Percentile or above)	100%	100%	200%	100%	100%	200%

For all PSUs granted, results that fall in-between the “maximum,” “target” and “minimum” levels of both performance criteria will be calculated based on a sliding scale. For purpose of determining the Company’s ~~ROIC~~ROA rank in the ~~PSU peer group,~~Performance Peer Group, we generate the results using ~~a methodology that has been in place since the initial PSU payout in 2008 and treats all companies equitably. Specifically, we use~~ income from operations data and ~~invested capital~~net operating asset data derived from financial statements as reported by each peer company in their year-end annual report on Form 10-K, uniformly adjusted for any non-operational charges as determined by established, independent third-party financial data providers. All calculations are validated by the Committee’s independent compensation consultant. ~~Beginning with the PSUs granted for the 2015-2017 cycle, the Committee has replaced the return on invested capital measure with return on assets as discussed below.~~

~~2014 LTI Program Awards~~

After considering PM&P’s market study and in order to remain competitive with the market median and the competitive market for executive talent in the Company’s business areas, and Mr. Dunlap’s recommendations for the executives other than himself, the Committee set the target percentages of the named executive officers’ 2014 awards based on each officer’s position with the Company, which percentages were consistent with the prior year’s award levels.

The award mix for executive officers has been consistent since the awards granted for fiscal year 2007, being 50% in PSUs, 25% in stock options and 25% in restricted stock units. The table below shows the 2014 target LTI percentages and the approximate total value of the 2014 LTI grants (amounts reflected in Summary Compensation Table for stock options and restricted stock units reflect actual grant date fair values).

Named Executive Officer
2014 LTI
% of Salary

Total Value
granted as
PSUs

Total Value
Granted as
Options

Total Value
Granted as
RSUs

Total Value of
2014 LTI
Awards

Mr. Dunlap
600% $3,000,000    $1,500,000    $1,500,000    $6,000,000
Mr. Taylor
360% 973,440    486,720    486,720    1,946,880
Mr. Moore
300% 885,750    442,875    442,875    1,771,500
Mr. Bernard
300% 627,750    313,875    313,875    1,255,500
Mr. Masters
250% 602,000    301,000    301,000    1,204,000

Payout of ~~2012-2014~~2013-2015 PSUs

The PSUs granted for the performance period beginning in January ~~2012~~2013 vested at the end of ~~2014,~~2015, and were paid out to the PSU recipients in ~~March 2015~~April 2016 under the terms of the award. The Company ranked in the ~~76.6~~48.6 percentile of relative ROIC ~~(achieving the maximum level of performance)~~(the metric used before ROA was implemented) and in the ~~12.9~~31.8 percentile of relative TSR, ~~(falling below the~~each achieving a performance level between minimum ~~level of performance),~~and maximum and both as compared to its peers, resulting in a payout to the named executive officers of ~~$100.00~~$80.40 per PSU. The terms of the award provide for a cash payout, unless the Committee

~~SPN 2015 Proxy Statement~~


			~~EXECUTIVE COMPENSATION~~

elects to pay up to 50% of the cash value in shares of our common stock.



				47


	EXECUTIVE COMPENSATION

The Committee elected to pay ~~50% of~~ the award in ~~shares of our common stock.~~cash. The total value of the payout received by each named executive officer is reflected in the table below and in the “Summary Compensation Table” herein under the column “Non-Equity Incentive Plan Compensation.”


Named Executive Officer	Number of Units		Value of PSU Payout		Number of Units		Value of PSU Payout
Mr. Dunlap		27,750		$2,775,000		28,800		$2,315,520
Mr. Taylor		9,000		900,000		9,270		745,308
Mr. Moore		N/A		N/A		8,436		678,254
Mr. Bernard		5,979		597,900		5,979		480,712
Mr. Masters		5,312		531,200		5,473		440,029

2014 Special Strategic Grant to Executive Officers other than our CEO

In February 2014, well before the dramatic commodity price declines of the fourth quarter of 2014, the Committee approved the grant of a special one-time, two-year performance share award (the SPSUs) for our ~~executives.~~executives (other than our CEO). The award iswas based on free cash flow ~~performance. The award is~~performance and intended to serve as an added incentive to our executive team to achieve continuing financial and operational objectives during 2014 and ~~2015 that the Committee believes are responsive to investor input and will drive our future success, thereby increasing stockholder value.~~2015. The SPSUs, which ~~represent~~represented a one-time award that iswas in addition to and not part of our regular LTI program, ~~incentivize~~incentivized our executive team to focus on the ongoing integration following our acquisition of Complete Production Services, Inc. The integration is proceeding in stages, so as to not disrupt operational continuity, and, when complete, will fully transition the Company from primarily a regional Gulf of Mexico entity to a leading service and product provider in both the Gulf of Mexico and the North America land markets. In addition, these efforts, if successful, will enhance our cash flow and better position the Company to implement our international growth strategy. Concurrent with this ongoing integration effort, the Company elected to move its principal offices to Houston, Texas from New Orleans, Louisiana, where the Company had an established presence for many years with most of the current executive team. The Committee, with input from our CEO, felt it was important to the Company’s strategy going forward to maintain momentum related to the ongoing integration efforts and believed the award of an additional performance-based incentive would further motivate the management team during this time of transition.

~~The performance component,~~ free cash flow ~~encourages our executives~~in order to ~~exhibit financial discipline and positions~~further build liquidity — a prudent strategic focus given the ~~Company to respond to investor feedback supporting the Company’s return of cash to investors through dividend payments and the stock buy-back program.~~

Increased free cash flow will also support our growth strategy by funding our international growth initiatives. Finally, the free cash flow metric provides balance to our annual incentive program, which incentivizes executives to maximize pre-tax income, often by using operating cash for reinvestment. This balanced approach is important during this period following implementation of our dividend and stock buy-back programs and our international growth strategy.subsequent market declines. Mr. Dunlap, our ~~chief executive officer,~~CEO, recommended and strongly supported this program for his executive team, and was not a participant in the program. Under this two-year program, the executives received grants of SPSUs in February 2014 and in March 2015, with each grant having a one-year

performance period, although payout of both grants will not occur until 2016. Each award set forth a target number of SPSUs, and the recipient will earn between 0% and 150% of the target award based on the level of free cash flow achieved by the Company for each of the fiscal years ending December 31, 2014 and 2015, respectively. Upon payoutoccurred in April 2016 with the earned SPSUs ~~will convert~~paid to ~~an equivalent number of shares of~~the executives in cash in order to reduce the Company’s ~~common stock.~~share usage during periods of depressed stock prices.

Under the SPSUs, free cash flow is calculated as net cash provided by operating activities less payments for capital expenditures, each as set forth in our Form 10-K for the applicable year, and subject to certain mandatory adjustments, including the impact of changes to federal tax laws. For ~~2014,~~2015, the target level of free cash flow (based on our 2015 budget projections), as adjusted, was ~~$225~~$149 million, with 80% of the target ($~~180~~119 million) representing threshold performance and 120% of the target ($~~270,000)~~179 million) representing maximum performance. For ~~2014,~~2015, the Company’s free cash flow (as adjusted for changes in federal tax laws regarding bonus depreciation) was ~~$349.7~~$274 million, or ~~155%~~184% of target, which resulted in the executives earning 150% of the target award of SPSUs granted in ~~2014. As noted above, these shares will not vest and payout until 2016, based on the executive’s continued employment.~~2015.

~~SPN 2015 Proxy Statement~~


	~~EXECUTIVE COMPENSATION~~

The table below reflects the target value of the SPSU grants made in ~~2014 and~~ 2015, the target number of SPSUs granted ~~each year~~ (determined by dividing the target value by the closing price of our common stock on the applicable grant date), and the ~~number~~realized value of ~~2014 SPSUs earned based~~ the ~~level of 2014 free cash flow:~~2015 SPSUs:


Named Executive Officer	Target Value of SPSUs Granted in 2014	2014 SPSUs Granted	2014 SPSUs Earned	Target Value of SPSUs Granted in 2015	2015 SPSUs Granted	Target Value of SPSUs Granted in 2015	2015 SPSUs Granted	Realized Value of 2015 SPSUs
Mr. Dunlap	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Mr. Taylor	$324,480	12,671	19,007	$324,480	14,499	$324,480	14,499	$285,551
Mr. Moore	295,250	11,529	17,294	295,250	13,193	295,250	13,193	259,830
Mr. Bernard	209,250	8,171	12,257	209,250	9,350	209,250	9,350	184,148
Mr. Masters	200,667	7,835	11,753	200,667	8,966	200,667	8,966	176,599

The target value of the SPSUs awarded to each executive was based on a percentage of his ~~2014~~2015 base salary and equates to one-third of the executive’s target value awarded under our LTI program for ~~2014,~~2015, split between the two grants. The actual grant date fair value of these awards granted to our named executive officers (other than Mr. Dunlap) in ~~2014~~2015 is reflected in the Summary Compensation Table.



48


			EXECUTIVE COMPENSATION

~~Changes to PSUs for 2015-2017 Performance Period~~

For the regular annual LTI awards made in January 2015, the Committee continued the award allocation as in previous years (25% stock options, 25% RSUs and 50% PSUs), but elected to revise one of the performance measures applicable to the PSUs. The Committee replaced return on invested capital (ROIC), which had been used as one of the two equally weighted metrics since the program’s inception in 2005, with return on assets (ROA). The other metric, TSR, will continue to be used and all other aspects of the PSU program remain the same.

Although ROIC had been an effective measure in the past (our ROIC results have resulted in a maximum payout of this component for the last three performance periods), the Committee believed that its effectiveness as an incentive has decreased and will continue to decrease in the coming years. The ROIC calculation factors in the value of a broad group of assets (including both tangible and intangible assets), which value is often higher following acquisitions and mergers. This was particularly true with respect to our acquisition of Complete Production Services, Inc. in 2012, which was approved by our stockholders and which doubled the size of the Company and created a significant increase in both our tangible and intangible asset base.

Because the PSU grants are part of the LTI program with a three-year performance period, the impact of the Complete transaction on the Company’s ROIC has been staggered but will become more pronounced in the next few years as the pre-transaction years are no longer a part of the performance period. After consultation with its independent compensation

consultant, the Committee determined that continued use of ROIC for future performance periods could serve to misalign management and shareholder interests for the following reasons. First, it would not serve to attract, retain and motivate executives needed to grow earnings when the high intangible asset value makes it virtually impossible for our executives to create a meaningful positive impact on ROIC, regardless of the Company’s income. Second, it would incentivize management to focus its attention on divesting assets with a high intangible asset value that may be otherwise core to the Company’s growth strategy and could generate a high return on tangible assets. For these reasons, the Committee felt it could better align management with shareholder interests by replacing ROIC with ROA, which incentivizes management to maximize returns on tangible assets.

Perquisites

WeParticularly in the current environment, we seek to maintain a cost conscious culture, and specifically in connection with the benefits and modest perquisites provided to executives. ~~Further,~~Consistent with this culture, our ~~modest~~ approach is to ~~providing perquisites supports our philosophy of tying~~tie the vast majority of our executives’ compensation to performance. The Company does provide each of our executive officers an automobile allowance, including fuel and maintenance costs, and also reimburses them for all deductibles, co-pays and other out of pocket expenses associated with our health insurance programs through a program called ~~Exec-U-Care.~~Armada Care and provides them with other limited perquisites. These perquisites are intended to ensure our executive officers are able to devote their full business time to the affairs of the Company. The attributed costs of the personal benefits described above for the named executive officers for ~~2014,~~2015, are included in the “Summary Compensation Table” herein.

In connection with the relocation of our corporate headquarters from New Orleans, Louisiana to Houston,

~~SPN 2015 Proxy Statement~~


			~~EXECUTIVE COMPENSATION~~

Texas, we implemented a relocation program to provide financial assistance to our executives and other employees living in New ~~Orleans. These relocation benefits include assistance~~Orleans to defray costs associated with house searches, moving ~~expenses and other incidental~~ expenses, temporary housing, reimbursement of costs associated with the purchase of a new home, reimbursement of costs associated with the sale of a former home (including real estate commissions), and ~~if applicable, reimbursement of certain losses on the sale of a former home.~~periodic travel between New Orleans and Houston. The Company ~~does~~did not provide a tax gross-up on these relocation benefits, and ~~will~~did not purchase an executive’s home under the program. The Committee believes the provision of ~~these~~such benefits iswas modest and appropriate ~~and necessary~~ in ~~light of the importance to the Company of the relocation and our desire to retain our executive team.~~2015.

Post-Employment Compensation

In addition to the annual compensation received by executive officers during ~~2014~~2015 and benefits under the Company’s 401(k) plan, which we provide to all qualified employees, we also provide certain post-employment benefits to our executive officers, including a supplemental executive retirement plan, a non-qualified deferred compensation plan, and certain severance and change of control benefits pursuant to employment agreements that we have entered into with our executive officers.

Supplemental Executive Retirement Plan ~~(the SERP)~~(SERP). WeIn order to attract and retain top talent, we maintain a supplemental retirement benefit for our executive officers. Prior to adoption of the SERP in 2008, the Committee determined that the Company’s lack of supplemental retirement benefits limited our ability to attract top executives and encourage long-term retention. The Committee worked with an independent consultant specializing in supplemental retirement programs when designing the SERP, which provides retirement benefits to the Company’s executive officers and certain other designated key employees.

The value of aggregate projected retirement benefits upon retirement at age 65 ~~was~~is targeted to be near the median for ~~the Company’s peers~~our Compensation Peer Group companies that have a nonqualified employer-paid retirement plan, creating an important retention tool for the Company. The SERP is an unfunded, non-qualified defined contribution retirement plan, and all contributions under the SERP are in the form of credits to a notional account maintained for each participant.

Under the SERP, the Company makes annual contributions to a retirement account of a percentage of the participant’s base salary and annual incentive award

actually received in the prior year, based on the participant’s age and years of service. The Committee may also make discretionary contributions to participants’ accounts if it deems appropriate. In an effort to address the deficiency in the retirement income of certain long-tenured executives as compared to newly hired and younger executives, the SERP provides that executives who had combined age and years of service of at least 55 as of December 31, 2008, will receive higher annual contributions under the SERP. For ~~2014,~~2015, the participants in the plan received contributions ranging from 2.5% to 35.0% of salary and annual incentive awards paid during ~~2014.~~2015. For a complete description of the ~~2013~~ contributions for each named executive officer, see the table entitled “Nonqualified Deferred Compensation for Fiscal Year ~~2014”~~2015” below.

Nonqualified Deferred Compensation Plan~~. In 2004 the Committee approved a nonqualified deferred compensation program (the~~ (NQDC Program). The purpose of the NQDC Program is to provide an income deferral opportunity for executive officers and certain senior managers of the Company in order to help attract and retain these key employees. Participants in the NQDC Program may make an advance election each year to defer up to a maximum of 75% of base salary, 100% of their annual incentive award and 100% of the cash payment received upon payout of the PSUs. ~~In addition, effective January 1, 2014, participants~~Participants may also defer all or a portion of the common stock due upon vesting of restricted stock unit awards. Participants may choose from a variety of investment choices to invest their deferrals over the deferral period. The NQDC Program provides that, upon approval by the Board, the Company could match up to 100% of their deferrals; however, the Company has never elected to grant a match. For a complete description of each named executive officer’s contributions, earnings and aggregate account balance, see the table entitled “Nonqualified Deferred Compensation for Fiscal Year ~~2014”~~2015” below.



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	EXECUTIVE COMPENSATION

Severance and Change of Control Benefits. We believe that severance protections, particularly in the context of a change of control transaction, play a valuable role in attracting and retaining key executive officers. In addition, we believe these benefits also serve the Company’s interest by promoting a continuity of management in the context of an actual or threatened change of control transaction. Although we consider these protections an important part of an executive’s compensation and consistent with competitive practices, the existence of these arrangements does not impact our decisions regarding other components of our executive compensation program.

~~SPN 2015 Proxy Statement~~


	~~EXECUTIVE COMPENSATION~~

As described in more detail under “Potential Payments ~~Upon~~upon Termination or Change of Control” below, we entered into employment agreements with all of our executive officers in December 2012, which agreements had delayed effective dates. The agreements became effective on June 15, 2013 for all of our executive officers other than Mr. Moore, who remained subject to his former agreement with Complete Production Services, Inc., which we assumed in the merger, until January 1, 2015. In addition to the employment agreements, we adopted a Change of Control Severance Plan, which became effective forwhereby the executives at the same time as the employment agreements. As discussed in detail in our 2013 and 2014 proxy statements, we delayed the effectiveness of this severance and change of control program in order to assess the views of our stockholders regarding the program. Based on the feedback we received, both through the results of our say-on-pay proposal for 2013 and through an extensive stockholder outreach effort, we did not ascertain any significant negative reaction to the program and elected to allow it to become effective in June 2013 after our annual meeting. Our assessment was subsequently confirmed by the high level of support our say-on-pay proposal received at our 2014 annual meeting.

~~Under the employment agreements, the executives~~ are ~~each~~ entitled to severance benefits in the event of a termination of employment by the Company under certain conditions. The Company has determined that it is appropriate to provide our executives with severance benefits under these circumstances in light of their positions with the Company and as part of their overall compensation package. The severance benefits for our executives are generally designed to approximate the benefits each would have received had he remained employed by the Company through the remainder of the term covered by his employment agreement.

We recognize that the occurrence, or potential occurrence, of a change of control transaction will create uncertainty regarding the continued employment of our executive officers and distract them from effectively performing their duties for the Company. This uncertainty results from the fact that many change of control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage our executive officers to remain employed with the Company during an important time when their prospects for continued employment following the transaction are often uncertain, we provide our executive officers with

enhanced severance benefits under our Change of Control Severance Plan if their employment is terminated by the Company without cause or, in certain cases, by the executive in connection with a change of control (a double-trigger benefit). Because we believe that a termination by the executive for good reason may be conceptually the same as a termination by the Company without cause, and because we believe that in the context of a change of control, potential ~~acquirors~~acquirers would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance, we believe it is appropriate to provide

severance benefits in these circumstances. The change of control related severance payments are made from a transaction sharing pool that is calculated as of the date of the change of control and based on the transaction value of the Company at the time of the change of control (with the transaction pool increasing or decreasing as the transaction value increases or decreases, respectively). Under the Change of Control Severance Plan, the payment of cash severance benefits is only triggered by an actual or constructive termination of employment. The impact of a change of control on our long-term incentive awards is governed by the applicable award agreement, which currently provide for accelerated vesting upon a change of control of the Company. The terms of the employment agreements and the Change of Control Severance Plan and the benefits provided thereby are discussed more fully in the section entitled “Potential Payments Upon Termination or Change of Control” below.

~~Executive Compensation Policies~~EXECUTIVE COMPENSATION POLICIES

Stock Ownership Guidelines and Holding Requirement

The Company has encouraged stock ownership through equity awards to our executives. We believe it is important that the interests of our executives and directors be aligned with the long-term interests of our stockholders. We have adopted stock ownership guidelines applicable to our executive officers. Under the guidelines, ~~each executive officer is~~ required ~~to own shares of stock equal in value to a designated multiple of his base salary based on the executive’s position. In 2013,~~ownership levels are as follows:


Position		Stock Value as a Multiple of Base Salary
Chief Executive Officer		6x
Chief Financial Officer		3x
Executive Vice Presidents		2x

Additionally, we ~~amended the guidelines to increase the ownership level for our chief executive officer to six times his base salary (from four times) and added~~included a requirement that our executives maintain ownership of at least 50% of the net after-tax shares of common stock acquired from the Company pursuant to any equity-based awards received from the Company, unless the executive has met his individual ownership requirement.

~~SPN 2015 Proxy Statement~~


			~~EXECUTIVE COMPENSATION~~

~~requirement. Currently, the required ownership levels are as follows:~~


~~Position~~		~~Stock Value as a~~ ~~Multiple of Base Salary~~
~~Chief Executive Officer~~		6x
~~Chief Financial Officer~~		3x
~~Executive Vice Presidents~~		2x

The required share amount is determined as of the date the officer becomes subject to the guidelines, and is calculated by dividing such officer’s applicable base salary multiple by the 365-day average closing price of our common stock as reported on the NYSE, and then rounding to the nearest 100 shares. The target ownership level does not change with changes in base salary or common stock price, but will change in the



50


			EXECUTIVE COMPENSATION

event the officer’s position level changes. Our executive officers are required to achieve their required ownership levels within five years from the date they become subject to the guidelines. The Committee will administer the guidelines and will periodically review each participant’s compliance (or progress towards compliance) and may impose additional requirements the Committee determines are necessary or appropriate to achieve the purposes of this program. As of the date of this proxy statement, all of our named executive officers had significantly exceeded their required ownership ~~levels, some significantly so.~~levels. See “Ownership of Securities — Management and Director Stock Ownership” for the number of shares of our common stock beneficially owned by our named executive officers as of the date of this proxy statement.

Timing of Long-Term Incentive Awards

~~Since 2006, the~~The Committee made all LTI program awards for a given year at its meeting held in December of the prior year. During 2012, the Committee re-evaluated this practice, in part due to the disconnect this timing causes in our proxy disclosures. Specifically, under the SEC’s rules, the grant date value of equity awards is required to be included in the Summary Compensation Table in the year in which the award is made, and not in the year for which the award is made. Beginning in 2013, the Committee elected to revise this practice and going forward will makemakes LTI awards effective in January of each year, which corresponds to our Committee’s view of the year to which the awards relate.

Policy Regarding Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code generally limits our ability to take a federal income tax deduction for compensation paid to our CEO and certain other named executive officers in excess of $1 million, except for qualified performance-based compensation. The stock options and PSUs we grant under the LTI program, as well as the SPSUs, are generally designed

to qualify as performance-based compensation under Section 162(m). In addition, ~~if our stockholders approve~~under the ~~Amended and Restated 2013 Stock~~2016 Incentive Award Plan, ~~at the annual meeting,~~ the Committee ~~will have~~has the ability to structure our annual incentive program under Section 162(m) in the future if it elects to do so. While the Committee will seek to utilize deductible forms of compensation to the extent practicable, it believes it is important to preserve flexibility in administering compensation programs. Accordingly, the Company has not adopted a policy that all compensation must qualify as deductible under Section 162(m).

Accounting for Stock-Based Compensation

We have followed FASB ASC Topic 718 in accounting for stock-based compensation awards. FASB ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. FASB ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. We expect that we will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.


	EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORTON EXECUTIVE COMPENSATION

The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis with management, and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Compensation Committee

on March ~~26, 2015:~~30, 2016:

W. Matt Ralls (Chair)

Harold J. Bouillion ~~(Chairman)~~

James M. Funk

Michael M. McShane

~~W. Matt Ralls~~



54		~~SPN 2015 Proxy Statement~~
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			EXECUTIVE COMPENSATION

~~2014~~2015 EXECUTIVE COMPENSATION

The following table summarizes the compensation of our “named executive officers” for the three years ended December 31, 2015, 2014 ~~2013~~ and ~~2012.~~2013.

~~2014~~2015 Summary Compensation Table


Name and Principal Position	Year		Salary		Bonus		Stock Awards⁽¹⁾		Option Awards⁽²⁾		Non-Equity Incentive Plan Compensation⁽³⁾	All Other Compensation⁽⁴⁾	Total		Year		Salary		Bonus		Stock Awards⁽¹⁾		Option Awards⁽²⁾		Non-Equity Incentive Plan Compensation⁽³⁾	All Other Compensation⁽⁴⁾	Total
David D. Dunlap		2014	$	1,000,000	$	0	$	1,500,001		$1,499,998	$5,175,000	$129,972	$	9,304,971		2015	$	1,000,000	$	0	$	1,500,003		$1,500,000	$2,690,520	$308,179	$	6,998,702
President & Chief		2013		960,000		0		1,439,997		1,439,997	1,716,000	97,651		5,653,645		2014		1,000,000		0		1,500,001		1,499,998	5,175,000	129,972		9,304,971
Executive Officer		2012		925,000		388,500		487,490		487,502	3,000,000	161,861		5,450,353		2013		960,000		0		1,439,997		1,439,997	1,716,000	97,651		5,653,645
Robert S. Taylor		2014	$	540,800	$	0	$	811,234		$ 486,722	$1,765,280	$339,570	$	3,943,606		2015	$	540,800	$	0	$	811,208		$ 486,719	$ 880,508	$348,951	$	3,068,186
Executive Vice		2013		515,000		0		463,502		463,503	520,000	162,521		2,124,526		2014		540,800		0		811,234		486,722	1,765,280	339,570		3,943,606
President, Chief Financial Officer, and Treasurer		2012		500,000		140,000		176,991		176,997	500,000	241,049		1,735,037		2013		515,000		0		463,502		463,503	520,000	162,521		2,124,526
Brian K. Moore		2014	$	590,500	$	0	$	738,144		$ 442,875	$ 885,750	$145,869	$	2,803,138		2015	$	590,500	$	0	$	738,131		$ 442,875	$ 816,652	$277,709	$	2,865,867
Senior Executive		2013		562,400		0		421,794		421,800	0	125,991		1,531,985		2014		590,500		0		738,144		442,875	885,750	145,869		2,803,138
Vice President		2012		490,652		143,325		2,400,005		0	0	20,340		3,054,322		2013		562,400		0		421,794		421,800	0	125,991		1,531,985
A. Patrick Bernard		2014	$	418,500	$	0	$	523,139		$ 313,876	$1,183,800	$147,359	$	2,586,673		2015	$	418,500	$	0	$	523,135		$ 313,875	$ 572,259	$312,777	$	2,140,546
Senior Executive		2013		398,600		0		298,952		298,953	427,100	106,484		1,530,089		2014		418,500		0		523,139		313,876	1,183,800	147,359		2,586,673
Vice President		2012		398,600		97,657		74,739		74,735	410,600	165,115		1,221,446		2013		398,600		0		298,952		298,953	427,100	106,484		1,530,089
William B. Masters		2014	$	481,600	$	0	$	501,654		$ 300,998	$1,205,440	$ 68,477	$	2,558,169		2015	$	481,600	$	0	$	501,658		$ 301,000	$ 545,379	$167,473	$	1,997,110
Executive Vice		2013		437,800		0		273,619		273,621	318,500	245,796		1,549,336		2014		481,600		0		501,654		300,998	1,205,440	68,477		2,558,169
President and General Counsel		2012		425,000		96,688		98,424		98,411	306,200	94,815		1,119,538		2013		437,800		0		273,619		273,621	318,500	245,796		1,549,336

(1)

For ~~2012 and 2013, amounts reflect the aggregate grant date fair value of the restricted stock awards and for 2014,~~2015, amounts reflect the aggregate grant date fair value of the RSUs and SPSUs granted in ~~2014. Restricted stock,~~2015. RSUs and SPSUs, which vest and payout on the basis of a free cash flow metric, are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 at the closing sale price per share of our common stock on the date of grant. The ~~maximum value~~SPSUs are valued at target level and were settled in cash. The values of ~~the 2014 SPSUs, measured as of the grant date, for each of the~~our named executive ~~officers assuming~~officers’ 2015 SPSUs at maximum ~~payout of the SPSUs is~~level are as follows: ~~for each of~~ Mr. ~~Taylor — $486,769, for~~Taylor- $486,720; Mr. Moore — ~~$442,899, for~~$442,878; Mr. Bernard — ~~$313,902~~$313,880; and ~~for~~ Mr. Masters — ~~$300,994.~~$301,011. Please see the “Grants of Plan-Based Awards Table” for more information regarding the stock awards we granted in ~~2014. Due to the change in timing of our long-term incentive awards, only an incremental grant was made in 2012, resulting in lower grant values reported that year.~~2015.

(2)

The Black-Scholes option model was used to determine the grant date fair value of the options that we granted to the named executive officers during ~~2014.~~2015. For a discussion of valuation assumptions, see Note 87 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014.~~2015. See the “Grants of Plan-Based Awards Table” for more information regarding the option awards we granted in ~~2014.~~2015.


	EXECUTIVE COMPENSATION

(3)

~~The amounts~~Amounts disclosed for 2015 reflect the annual cash incentive awards received by our named executive officers ~~for the applicable fiscal year~~ and the payout of ~~performance share units (PSUs)~~PSUs with a performance period ending on the last day of ~~the applicable fiscal year.~~2015. The PSUs payout in cash, unless the Compensation Committee elects to pay a portion of the aggregate payout value (up to 50%) in shares of our common stock. For ~~2014,~~2015, the amount reflected in the table represents the aggregate cash payout value of the ~~PSUs, although the Compensation Committee elected to pay 50% of such value in shares of our common stock.~~PSUs. Please see the “Executive Compensation — Compensation Discussion and Analysis — Long-Term Incentives” for more information regarding the PSUs.


Name	Annual Cash Incentive	Aggregate PSU Payout	Annual Cash Incentive	Aggregate PSU Payout
Mr. Dunlap	$2,400,000	$2,775,000	$375,000	$2,315,520
Mr. Taylor	$ 865,280	$ 900,000	$135,200	$ 745,308
Mr. Moore	$ 885,750	$ —	$138,398	$ 678,254
Mr. Bernard	$ 585,900	$ 597,900	$ 91,547	$ 480,712
Mr. Masters	$ 674,240	$ 531,200	$105,350	$ 440,029

(4)

For ~~2014,~~2015, includes (i) annual contributions to the executive’s retirement account under the supplemental executive retirement plan and matching contributions to our 401(k) plan, (ii) life insurance premiums paid by the Company for the benefit of the executives, and (iii) the value of perquisites, consisting of payments made under the ~~Exec-U-Care~~ArmadaCare program during ~~2014,~~2015, the provision of an automobile allowance, including fuel and maintenance costs, commuting expenses, relocation expense reimbursements to our executives and accrued dividend equivalents for outstanding time-based stock awards that were granted prior to the Company’s payment of dividends, and thus for which payment of dividends was not part of the grant date valuation, as set forth below:


Name	Retirement Plans Contributions	Life Insurance Premiums	Exec- U-Care	Automobile	Relocation	Dividends	Retirement Plans Contributions	Life Insurance Premiums	ArmadaCare	Automobile and Commuting	Relocation	Dividends
Mr. Dunlap	$ 85,400	$1,331	$6,294	$18,000	$ —	$18,947	$268,485	$1,331	$12,006	$19,233	$ —	$ 7,125
Mr. Taylor	$118,560	$1,331	$3,876	$15,145	$194,520	$ 6,138	$295,976	$1,331	$26,307	$23,025	$ —	$ 2,312
Mr. Moore	$ 97,804	$1,331	$4,297	$ 9,600	$ —	$32,837	$235,444	$1,331	$ 9,414	$ 9,970	$ —	$21,550
Mr. Bernard	$ 73,175	$1,331	$9,077	$17,971	$ 41,850	$ 3,955	$163,674	$1,331	$16,323	$20,183	$109,812	$ 1,454
Mr. Masters	$ 46,520	$1,331	$2,064	$14,944	$ —	$ 3,617	$128,036	$1,331	$11,858	$24,889	$ —	$ 1,360

Please see “Executive Compensation — Compensation Discussion and Analysis” for more information regarding our relocation program.



56		~~SPN 2015 Proxy Statement~~
54


			EXECUTIVE COMPENSATION

The following table presents additional information regarding stock and option awards, as well as non-equity incentive plan awards granted to our named executive officers during the year ended December 31, ~~2014.~~2015.

Grants of Plan-Based Awards During ~~2014~~2015


Name		Grant Date⁽²⁾		No. of Units Granted Under Non-Equity Incentive Plan Awards⁽³⁾		Estimated Future Payouts Under Non-Equity Incentive Plan Awards								All Other Stock Awards: Number of Shares of Stock or Units				Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Option Awards: Number of Securities Underlying Options⁽⁴⁾		Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock and Option Awards			Grant Date⁽²⁾		No. of Units Granted Under Non-Equity Incentive Plan Awards⁽³⁾	Estimated Future Payouts Under Non-Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units			Estimated Future Payouts Under Equity Incentive Plan Awards					All Other Option Awards: Number of Securities Underlying Options⁽⁴⁾		Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock and Option Awards
Name		Grant Date⁽²⁾			Threshold			Target			Maximum			All Other Stock Awards: Number of Shares of Stock or Units			Threshold			Target		Maximum				Exercise or Base Price of Option Awards				Threshold				Target				Maximum					Threshold			All Other Stock Awards: Number of Shares of Stock or Units			Target		Maximum					Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock and Option Awards
David D. Dunlap	David D. Dunlap																															David D. Dunlap
Annual Bonus⁽¹⁾						$	600,000		$	1,200,000		$	2,400,000															Grant Date Fair Value of Stock and Option Awards			Grant Date⁽²⁾					$	375,000			$	750,000			$	1,500,000
PSUs			1/15/2014	30,000			1,500,000			3,000,000			6,000,000																			1/15/2015	30,000		1,500,000				3,000,000				6,000,000
RSUs			1/15/2014												57,648	⁽⁴⁾													$1,500,001			1/15/2015															86,856	⁽⁴⁾											$1,500,003
Stock Options			1/15/2014																						215,827		$26.02		1,499,998			1/15/2015																							240,000		$17.27		1,500,000
Robert S. Taylor	Robert S. Taylor																													Robert S. Taylor
Annual Bonus⁽¹⁾						$	216,320		$	432,640		$	865,280																					$	135,200			$	270,400			$	540,800
PSUs			1/15/2014	9,734			486,700			973,400			1,946,800																			1/15/2015	9,734		486,700				973,400				1,946,800
SPSUs			2/12/2014												12,671	⁽⁵⁾			6,336		12,671		19,007						$ 324,504			3/01/2015															14,499	⁽⁵⁾		7,249		14,499	21,748						$ 324,488
RSUs			1/15/2014												18,706	⁽⁴⁾													486,730			1/15/2015															28,183	⁽⁴⁾											486,720
Stock Options			1/15/2014																						70,032		26.02		486,722			1/15/2015																							77,875		17.27		486,719
Brian K. Moore	Brian K. Moore																													Brian K. Moore
Annual Bonus⁽¹⁾						$	221,438		$	442,875		$	885,750																					$	138,398			$	276,797			$	553,594
PSUs			1/15/2014	8,858			442,900			885,800			1,771,600																			1/15/2015	8,858		442,900				885,800				1,771,600
SPSUs			2/12/2014												11,529	⁽⁵⁾			5,765		11,529		17,294						$ 295,258			3/01/2015															13,193	⁽⁵⁾		6,598		13,193	19,789						$ 295,259
RSUs			1/15/2014												17,021	⁽⁴⁾													442,886			1/15/2015															25,644	⁽⁴⁾											442,872
Stock Options			1/15/2014																						63,723		26.02		442,875			1/15/2015																							70,860		17.27		442,875
A. Patrick Bernard	A. Patrick Bernard																													A. Patrick Bernard
Annual Bonus⁽¹⁾						$	146,475		$	292,950		$	585,900																					$	91,547			$	183,094			$	366,188
PSUs			1/15/2014	6,278			313,900			627,800			1,255,600																			1/15/2015	6,278		313,900				627,800				1,255,600
SPSUs			2/12/2014												8,171	⁽⁵⁾			4,086		8,171		12,257						$ 209,259			3/01/2015															9,350	⁽⁵⁾		4,675		9,350	14,025						$ 209,253
RSUs			1/15/2014												12,063	⁽⁴⁾													313,879			1/15/2015															18,175	⁽⁴⁾											313,882
Stock Options			1/15/2014																						45,162		26.02		313,876			1/15/2015																							50,220		17.27		313,875
William B. Masters	William B. Masters																													William B. Masters
Annual Bonus⁽¹⁾						$	168,560		$	337,120		$	674,240																					$	105,350			$	210,700			$	421,400
PSUs			1/15/2014	6,020			301,000			602,000			1,204,00																			1/15/2015	6,020		301,000				602,000				1,204,00
SPSUs			2/12/2014												7,835	⁽⁵⁾			3,918		7,835		11,753						$ 200,654			3/01/2015															8,966	⁽⁵⁾		4,483		8,966	13,450						$ 200,659
RSUs			1/15/2014												11,568	⁽⁴⁾													300,999			1/15/2015															17,429	⁽⁴⁾											300,999
Stock Options			1/15/2014																						43,309		26.02		300,998			1/15/2015																							48,160		17.27		301,000

(1)

The amounts shown reflect possible payments under our annual incentive bonus program for fiscal year ~~2014~~2015 under which the named executive officers were eligible to receive a cash bonus based on a target percentage of base salary upon our achievement of certain pre-established performance measures. Please see “Executive Compensation — Compensation Discussion and Analysis” for more information regarding our annual incentive program.

(2)	On December ~~9, 2013,~~8, 2014, the Compensation Committee approved the PSU, RSU and stock options awards for each of our named executive officers, which were effective January 15, ~~2014.~~2015.

(3)

The amounts shown reflect grants of PSUs under our ~~stock~~ incentive award plan. The PSUs have a three-year performance period. The performance period for the PSUs granted on January 15, ~~2014~~2015 is January 1, ~~2014~~2015 through December 31, ~~2016.~~2017. Please see “Executive Compensation — Compensation Discussion and Analysis” for more information regarding the PSUs and the LTI awards made by the Compensation Committee.

(4)	The stock options and RSUs were granted under our ~~stock~~ incentive award plan, and vest ratably over a three-year period. Please see “Executive Compensation — Compensation Discussion and Analysis” for more information regarding the LTI awards made by the Compensation Committee.

(5)

The SPSUs ~~are~~were granted under our ~~stock~~ incentive award plan. On the grant date, each recipient received an award of a target number of SPSUs, ~~and the recipient will~~entitling him to earn between 0% and 150% of ~~this~~the target award based on the level of free cash flow achieved by the Company for the fiscal year ending December 31, ~~2014. Under the program, the recipients will receive a similar award in 2015 that will be based on the free cash flow achieved by the Company for the fiscal year ending December 31,~~ 2015. All earned SPUs ~~will convert~~have a value equal to an equivalent number of shares of the Company’s common stock and bewere paid out in early April 2016. Please see “Executive Compensation — Compensation Discussion and Analysis” for more information regarding the LTI awards made by the Compensation Committee.


	EXECUTIVE COMPENSATION

The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, ~~2014.~~2015.

Outstanding Equity Awards at ~~2014~~2015 Year-End


Name	Option Awards										Stock Awards								Option Awards								Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price		Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested⁽¹⁾		Market Value of Shares or Units of Stock That Have Not Vested⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested⁽³⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽²⁾		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable⁽⁴⁾		Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested⁽¹⁾		Market Value of Shares or Units of Stock That Have Not Vested⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested⁽³⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽²⁾
David D. Dunlap		144,370		—			$25.49		04/28/2020			115,514	$	2,327,607		—		—		144,370		—		$25.49		04/28/2020		146,130		$1,968,371		—		—
		60,211		—			$34.60		12/10/2020											60,211		—		$34.60		12/10/2020
		66,716		—			$28.59		12/08/2021											66,716		—		$28.59		12/08/2021
		36,960		—			$28.57		02/10/2022											36,960		—		$28.57		02/10/2022
		53,453		106,903	⁽⁴⁾		$23.03		01/15/2023											106,904		53,452		$23.03		01/15/2023
		—		215,827	⁽⁵⁾		$26.02		01/15/2024											71,943		143,884		$26.02		01/15/2024
																				—		240,000		$17.27		01/15/2025
Robert S. Taylor		60,000		—			$17.46		06/24/2015			37,371	$	753,026		19,007		$382,991				—						47,362		$637,966		14,499		$195,302
																				24,000		—		$24.99		02/23/2016
		24,000		—			$24.99		02/23/2016											14,591		—		$35.69		12/14/2016
		14,591		—			$35.69		12/14/2016											15,908		—		$35.84		12/06/2017
		15,908		—			$35.84		12/06/2017											41,186		—		$12.86		12/04/2018
		41,186		—			$12.86		12/04/2018											27,655		—		$20.30		12/10/2019
		27,655		—			$20.30		12/10/2019											40,725		—		$21.93		04/01/2020
		40,725		—			$21.93		04/01/2020											18,246		—		$34.60		12/10/2020
		18,246		—			$34.60		12/10/2020											20,237		—		$28.59		12/08/2021
		20,237		—			$28.59		12/08/2021											13,419		—		$28.57		02/10/2022
		13,419		—			$28.57		02/10/2022											34,410		17,205		$23.03		01/15/2023
		17,205		34,410	⁽⁴⁾		$23.03		01/15/2023											23,344		46,688		$26.02		01/15/2024
		—		70,032	⁽⁵⁾		$26.02		01/15/2024											—		77,875		$17.27		01/15/2025
Brian K. Moore		19,918		—			$20.01		04/20/2016			99,167	$	1,998,215		17,294		$348,474		19,918		—		$20.01		04/20/2016		43,096		$580,503		13,193		$177,710
		20,998		—			$16.56		01/31/2017											20,998		—		$16.56		01/31/2017
		31,437		—			$16.29		03/20/2017											31,437		—		$16.29		03/20/2017
		44,276		—			$23.29		01/31/2021	��										44,276		—		$23.29		01/31/2021
		26,718		13,359	⁽⁶⁾		$28.09		01/31/2022											40,077		—		$28.09		01/31/2022
		15,657		31,314	⁽⁴⁾		$23.03		01/15/2023											31,314		15,657		$23.03		01/15/2023
		—		63,723	⁽⁵⁾		$26.02		01/15/2024											21,241		42,482⁾		$26.02		01/15/2024
																				—		70,860		$17.27		01/15/2025
A. Patrick Bernard		37,500		—			$17.46		06/24/2015			24,203	$	487,690		12,257		$246,979				—						30,544		$411,428		9,350		$125,945
																				15,000		—		$24.99		02/23/2016
		15,000		—			$24.99		02/23/2016											9,120		—		$35.69		12/14/2016
		9,120		—			$35.69		12/14/2016											13,729		—		$35.84		12/06/2017
		13,729		—			$35.84		12/06/2017											33,824		—		$12.86		12/04/2018
		33,824		—			$12.86		12/04/2018											22,712		—		$20.30		12/10/2019
		22,712		—			$20.30		12/10/2019											40,725		—		$21.93		04/01/2020
		40,725		—			$21.93		04/01/2020											14,984		—		$34.60		12/10/2020
		14,984		—			$34.60		12/10/2020											16,621		—		$28.59		12/08/2021
		16,621		—			$28.59		12/08/2021											5,666		—		$28.57		02/10/2022
		5,666		—			$28.57		02/10/2022											22,194		11,097		$23.03		01/15/2023
		11,097		22,194	⁽⁴⁾		$23.03		01/15/2023											15,054		30,108		$26.02		01/15/2024
		—		45,162	⁽⁵⁾		$26.02		01/15/2024											—		50,220		$17.27		01/15/2025
William B. Masters		8,413		—			$40.69		02/28/2018			22,585	$	455,088		11,753		$236,823		8,413		—		$40.69		02/28/2018		29,101		$391,990		8,966		$120,772
		25,227		—			$12.86		12/04/2018											25,227		—		$12.86		12/04/2018
		16,939		—			$20.30		12/10/2019											16,939		—		$20.30		12/10/2019
		32,000		—			$21.93		04/01/2020											32,000		—		$21.93		04/01/2020
		11,175		—			$34.60		12/10/2020											11,175		—		$34.60		12/10/2020
		12,395		—			$28.59		12/08/2021											12,395		—		$28.59		12/08/2021
		7,461		—			$28.57		02/10/2022											7,461		—		$28.57		02/10/2022
		10,157		20,313	⁽⁴⁾		$23.03		01/15/2023											20,313		10,157		$23.03		01/15/2023
		—		43,309	⁽⁵⁾		$26.02		01/15/2024											14,437		28,872		$26.02		01/15/2024
																				—		48,160		$17.27		01/15/2025



58		~~SPN 2015 Proxy Statement~~
56


			EXECUTIVE COMPENSATION

(1)	The shares of restricted stock and restricted stock units held by our named executive officers as of December 31, ~~2014~~2015 vest as ~~follows:~~follows, subject to continued service through the vesting date:


Name	Total Unvested Restricted Stock/RSUs	Vesting Schedule
Mr. Dunlap	~~115,514~~146,130	~~10,494 shares vesting on 1/1/15~~
		~~40,058 shares vesting on 1/15/15~~
		~~5,688 shares vesting on 2/10/15~~
		~~40,058~~69,010 shares vesting on 1/15/16
		~~19,216~~48,168 shares vesting on 1/15/17
		28,952 shares vesting on 1/15/18
Mr. Taylor	~~37,371~~47,362	~~3,183 shares vesting on 1/1/15~~
		~~12,944 shares vesting on 1/15/15~~
		~~2,065 shares vesting on 2/10/15~~
		~~12,944~~22,339 shares vesting on 1/15/16
		~~6,235~~15,629 shares vesting on 1/15/17
		9,394 shares vesting on 1/15/18
Mr. Moore	~~99,167~~43,096	~~11,779 shares vesting on 1/15/2015~~
		~~11,599 shares vesting on 1/31/2015~~
		~~58,337 shares vesting on 12/12/2015~~
		~~11,778 shares vesting on 1/15/2016~~
		~~5,674 shares vesting on 1/15/2017~~
~~Mr. Bernard~~	~~24,203~~	~~2,614 shares vesting on 1/1/15~~
		~~8,348 shares vesting on 1/15/15~~
		~~872 shares vesting on 2/10/15~~
		~~8,348~~20,326 shares vesting on 1/15/16
		~~4,021~~14,222 shares vesting on 1/15/17
		8,548 shares vesting on 1/15/18
Mr. Bernard	30,544	14,407 shares vesting on 1/15/16
		10,079 shares vesting on 1/15/17
		6,058 shares vesting on 1/15/18
Mr. Masters	~~22,585~~29,101	~~1,949~~13,626 shares vesting on 1/~~1/15~~15/16
		~~7,816~~9,665 shares vesting on 1/15/15
		~~1,148 shares vesting on 2/10/15~~
		~~7,816 shares vesting on 1/15/16~~17
		~~3,856~~5,810 shares vesting on 1/15/1718

(2)	Based on the closing price of our common stock on December 31, ~~2014~~2015 of ~~$20.15,~~$13.47, as reported on the NYSE.

(3)

Represents the maximum award of SPSUs granted to and held by each of our named executives ~~other~~(other than Mr. ~~Dunlap,~~Dunlap), which awards are earned based on the level of the Company’s ~~2014~~2015 free cash flow and continued ~~service. Effective February 26, 2015,~~service during the ~~Compensation Committee certified that the level of 2014 free cash flow resulted in the executives earning 150% of the target award, and these awards converted to time-based awards vesting in 2016.~~three-year period ending December 31, 2017.

(4)	~~The unvested options~~Options will vest ~~in two equal increments on January 15, 2015 and 2016.~~

~~(5)~~

~~The unvested options will vest in three equal increments on January 15, 2015, 2016 and 2017.~~

~~(6)~~

~~The unvested options will vest on January 31, 2015.~~ratably over a three-year period from the date of grant, subject to continued service through the vesting date.

The following table sets forth certain information regarding the exercise of stock options and the vesting of restricted stock and restricted stock units during the fiscal year ended December 31, ~~2014~~2015 for each of the named executive officers.

Option Exercises and Stock Vested in ~~2014~~2015


	Option Awards		Stock Awards		Option Awards		Stock Awards
	Number of Shares Acquired on Exercise	Value Realized on Exercise⁽¹⁾	Number of Shares Acquired on Vesting	Value Realized on Vesting⁽²⁾	Number of Shares Acquired on Exercise	Value Realized on Exercise⁽¹⁾	Number of Shares Acquired on Vesting	Value Realized on Vesting⁽²⁾
David D. Dunlap	—	—	45,289	$1,180,725	—	—	56,240	$1,024,012
Robert S. Taylor	136,200	$2,878,290	14,461	$ 376,203	60,000	$228,900	18,192	$ 331,520
Brian K. Moore	—	—	76,042	$2,493,551	—	—	81,715	$1,224,703
A. Patrick Bernard	50,483	$1,103,054	9,870	$ 258,126	37,500	$166,875	11,834	$ 215,355
William B. Masters	—	—	8,594	$ 223,766	—	—	9,949	$ 181,978

(1)	The value realized on exercise of option awards is based on the difference between the ~~weighted-average~~closing sale price ofon the ~~shares sold upon~~ exercise ~~of the options~~date and the exercise price of each option.

(2)	The value realized is based on the closing sale price on the ~~applicable~~vesting date of ~~vesting of~~ the ~~restricted stock award, or, if there were no reported sales on such date, on the last preceding date on which any reported sale occurred.~~award.


	EXECUTIVE COMPENSATION

RETIREMENT BENEFIT PROGRAMS

Supplemental Executive Retirement Plan (SERP)

The ~~Supplemental Executive Retirement Plan (the SERP)~~SERP provides retirement benefits to the Company’s executive officers and certain other designated key employees. The SERP is an unfunded, non-qualified defined contribution retirement plan, and all contributions under the SERP are in the form of credits to a notional account maintained for each participant. The Company may elect to set aside funds in a rabbi trust to cover the benefits under the SERP, though such funds remain subject to the claims of the Company’s creditors.

Contributions: Under the SERP, the Company generally makes annual contributions ranging from 2.5% to 25% of salary and annual cash bonus based on the participant’s age and years of service. Executives whose combined age and years of service was at least 55 as of December 31, 2008, receive higher annual contributions, ranging from 10% to 35% of base salary and annual cash bonus. The highest annual contribution made for an executive during ~~2014~~2015 was 20%. The Compensation Committee, in its sole discretion, may also make discretionary contributions to a participant’s SERP account.

Vesting: A participant vests in his SERP account upon the earliest to occur of: (i) attaining six years of service (including service prior to the adoption of the SERP), upon which amounts in the SERP account vest in 20% annual increments provided the participant remains employed; (ii) attaining age 65; (iii) a change of control; (iv) becoming disabled; or (v) termination of the participant’s employment without cause by the Company. Regardless of their vested status, participants will forfeit all benefits under the SERP if they are terminated for cause or, if within 36 months of a termination without cause, engage in any activity in competition with any activity of the Company or inimical, contrary or harmful to the interests of the Company.

Earnings: Following the end of each plan year, SERP credits are adjusted to reflect earnings on the average daily balance of the notional accounts during the year, at a rate of interest equal to the Company’s after-tax long-term borrowing rate for the year.

Payout: Upon separation from service, participants are paid their vested SERP accounts in a lump sum or installments, as elected by the participant, commencing seven months after separation from service.

Nonqualified Deferred Compensation Plan (NQDC Plan)

The ~~Nonqualified Deferred Compensation~~NQDC Plan ~~(the NQDC Plan)~~ provides an income deferral opportunity for executive officers and certain senior managers of the Company who qualify for participation. The NQDC Plan is unfunded, but the Company may elect to set aside funds in a rabbi trust to cover the benefits under the plan, though such funds remain subject to the claims of the Company’s creditors.

Contributions: Participants in the NQDC Plan may make an advance election each year to defer up to 75% of base salary, 100% of their annual bonus and 50% of the cash payout value of any ~~performance share units.~~PSUs. The ~~Company~~Compensation Committee, in its sole discretion, may provide a match of up to 100% of the ~~deferrals, if approved by the Board, however the Board has not elected to provide a match.~~deferrals.

Vesting: Participants are immediately 100% vested in their benefits under the NQDC Plan, with the exception of matching contributions, which, if made, would vest according to the same schedule provided under the Company’s 401(k) plan.

Earnings: Participants earn a rate of return on their NQDC Plan account that approximates the rate of return that would be provided by certain specified mutual funds that participants may designate from a list of available funds selected by the NQDC Plan administrative committee.

Payout: Benefits are paid in either a lump-sum or in equal annual installments over a 2- to 15-year period, as elected by the participant. Generally, benefits that are due as a result of a termination of service are paid or commence in the seventh month after termination. However, only participants who are at least age 55 with at least five years of service at termination will be eligible to receive or continue receiving installment distributions following termination.

See “Executive Compensation — Compensation Discussion and Analysis” for more information on these retirement programs.



60		~~SPN 2015 Proxy Statement~~
58


			EXECUTIVE COMPENSATION

Nonqualified Deferred Compensation for ~~2014~~2015

Name

Executive

Contributions in

~~2014~~2015⁽¹⁾

Registrant

Contributions

in ~~2014~~2015⁽²⁾

Aggregate

Earnings

in ~~2014~~2015

Aggregate

Withdrawals/

Distributions

Aggregate

~~Withdrawals/~~

~~Distributions~~

~~Aggregate~~

Balance at

12/31/1415

David D. Dunlap

NQDC Plan

—

$ ~~24,997~~331⁽³⁾

—

$ ~~283,198~~283,529

SERP

—

$ ~~75,000~~257,885

$ ~~14,088~~17,642⁽⁴⁾

—

$ ~~433,549~~709,036⁽⁶⁾

Robert S. Taylor

NQDC Plan

—

~~$(163,455)~~—

—

SERP

—

$~~108,160~~285,376

$ ~~40,000~~45,836⁽⁴⁾

—

$~~1,126,202~~1,457,302⁽⁶⁾

Brian K. Moore

NQDC Plan

—

SERP

—

$ ~~88,575~~224,844

$ ~~4,319~~8,082⁽⁴⁾

—

$ ~~198,753~~431,607⁽⁶⁾

A. Patrick Bernard

NQDC Plan

$~~148,533~~557,627

—

$~~260,502~~164,041⁽³⁾

—

$~~4,829,352~~5,551,020⁽⁵⁾

SERP

—

$ ~~62,775~~153,074

$ ~~24,623~~28,060⁽⁴⁾

—

$ ~~689,424~~870,490⁽⁶⁾

William B. Masters

NQDC Plan

$ ~~23,979~~235,525

—

$ ~~770~~7,417⁽³⁾

—

$ ~~105,615~~333,724⁽⁵⁾

SERP

—

$ ~~36,120~~117,436

$ ~~10,152~~11,986⁽⁴⁾

—

$ ~~294,519~~423,413⁽⁶⁾

(1)

Of the contributions reflected in this column, the following contributions are part of the total compensation for ~~2014~~2015 and are included under the salary column in the “Summary Compensation Table” herein: Mr. Bernard — ~~$41,758~~$43,460 and Mr. Masters — ~~$23,979.~~$50,012. The remainder of the contributions reported in this column for Mr. Bernard and Mr. Masters were part of the total compensation reported for ~~2013~~2014 but paid in ~~2014.~~2015.

(2)	The amounts reflected are part of each executive’s total compensation for ~~2014,~~2015, and are included under the all other compensation column in the “Summary Compensation Table” herein.

(3)	With regard to the NQDC Plan, participant contributions are treated as if invested in one or more investment vehicles selected by the participant. The annual rate of return for these funds for fiscal year ~~2014~~2015 was as follows:


Fund		One Year Total Return
~~Model Portfolio — Conservative~~		~~1.33%~~
~~Model Portfolio — Moderate/Conservative~~		~~8.97%~~
~~Model Portfolio — Moderate~~		~~15.51%~~
~~Model Portfolio — Moderate/Aggressive~~		~~21.35%~~
~~Model Portfolio — Aggressive~~		~~28.26%~~
Nationwide VIT Money Market V		0%
~~PIMCO VIT Total Return Admin~~JPMorgan IT Core Bond 1		~~-1.96%~~-1.12%
PIMCO VIT Real Return Admin		~~-9.22%~~-2.70%
MFS VIT Value Svc		~~35.59%~~-0.93%
Dreyfus Stock Index Initial		~~32.03%~~ 1.11%
American Funds IS Growth 2		~~30.10%~~ 6.86%
JPMorgan IT Mid Cap Value 1		~~32.30%~~-2.66%
~~Morgan Stanley UIF Mid Cap Growth I~~Janus Aspen Enterprise Svc		~~37.49%~~ 3.77%
~~Royce Capital Small Cap~~DFA VA U.S. Targeted Value		~~34.75%~~-5.23%
Vanguard VIF Small Company Growth Inv		~~46.54%~~-2.75%
MFS VIT II International Value Svc		~~27.63%~~ 6.32%
American Funds IS International 2		~~21.63%~~-4.53%
Invesco VIF Global Real Estate I		~~2.71%~~

~~SPN 2015 Proxy Statement~~


	~~EXECUTIVE COMPENSATION~~			-1.48%

(4)	Pursuant to the terms of the SERP, aggregate earnings for ~~2014~~2015 were calculated at a rate of interest equal to ~~4.08%~~4.06%, which was our after-tax long-term borrowing rate.

(5)

With regard to the NQDC Plan, of the contributions reflected in this column, ~~$146,635~~$555,925 and ~~$215,680~~$146,635 of Mr. Bernard’s contributions are part of his total compensation for ~~2013~~2014 and ~~2012,~~2013, respectively, and $209,491 and $21,865 and ~~$48,344~~ of Mr. Masters’ contributions are part of his total compensation for ~~2013~~2014 and ~~2012,~~2013, respectively, each of which are included under the applicable columns in the “Summary Compensation Table” herein.



				59


	EXECUTIVE COMPENSATION

(6)

With regard to the SERP, the following amounts reflected in this column for each named executive officer are part of his total compensation for 2014 and are included under the all other compensation column in the “Summary Compensation Table”: Mr. Dunlap — $75,000, Mr. Taylor — $108,160, Mr. Moore — $88,575, Mr. Bernard — $62,775 and Mr. Masters — $36,120. The following amounts reflected in this column for each named executive officer are part of his total compensation for 2013 and are included under the all other compensation column in the “Summary Compensation Table”: Mr. Dunlap — $67,425, Mr. Taylor — $131,000, Mr. Moore — $105,859, Mr. Bernard — $74,439 and Mr. Masters — $40,087. The following amounts reflected in this column for each named executive officer are part of his total compensation for 2012 and are included under the all other compensation column in the “Summary Compensation Table”: Mr. Dunlap — $132,050, Mr. Taylor — $208,160, Mr. Bernard — $128,118, and Mr. Masters — $61,905.



62		~~SPN 2015 Proxy Statement~~
60


			EXECUTIVE COMPENSATION

POTENTIAL PAYMENTS UPON TERMINATIONOR CHANGEOF CONTROL

In addition to the post-employment benefits provided under the Company’s 401(k) plan, the SERP and the NQDC Plan (described above), we have also entered into employment agreements with each of our named executive officers entitling them to severance benefits upon a termination of employment by the Company under certain conditions or in connection with a change of control of the Company, as discussed below. See also “Executive Compensation — Compensation Discussion and Analysis” for additional information.

Set forth below is a description of the employment agreements and Change of Control Severance Plan in place with each of our named executive officers. As required by the SEC’s disclosure rules, we have included disclosure quantifying the potential payments to our named executives under various termination and change of control scenarios based on the agreements in place as of December 31, ~~2014.~~2015.

Executive Employment Agreements and Severance Program

In December 2012, we entered into a new form of employment agreement with each of our executive officers, and also adopted a new Change of Control Severance Plan. The agreements and plan did not become effective, however, until June 2013 (January 2015 for Mr. Moore) in order to give the Board adequate time to assess our stockholders’ views of and level of support for the program. See “Executive Compensation — Compensation Discussion and Analysis – Components of Executive Compensation – Post-Employment Compensation” for a more information regarding of this program.

Employment Agreements — All Executive Officers. ~~During 2014, all~~All of our executives ~~were~~are party to the same form of employment ~~agreement that became effective in 2013, except for Mr. Moore (see discussion below).~~agreement. The initial term of each employment agreement is three years, and the term automatically extends for an additional year on the second anniversary and each anniversary thereof unless either the executive or the Company provides at least 60 days prior written notice of that party’s election not to extend the term. The employment agreements provide that our executive officers will:

receive a base salary that is no less than their base salaries in effect on January 1 of the year the agreement becomes effective (2015 for Mr. Moore and 2013 for all other executive officers),

be eligible for annual incentive bonuses and long-term incentive awards as approved by the Compensation Committee,

participate in the retirement and welfare benefit plans of the Company, and

be participants in ~~the~~our Change of Control Severance Plan.

Termination due to Incapacity, No Cause, Good Reason. Under the employment agreements, if (i) the Company terminates an executive’s employment due to the executive’s incapacity, (ii) the Company terminates the executive’s employment without cause, or (iii) the executive terminates his employment for good reason, and such termination under (ii) or (iii) is not in connection with a change of control, then the Company will be required to pay or provide to the executive:

the executive’s base salary through the date of termination, any earned but unpaid cash incentive compensation for the preceding calendar ~~years completed prior to the date of termination,~~year, any rights under the terms of equity awards and any medical or other welfare benefits required by law (the Accrued Amounts);

a lump sum payment on the first business day following the date that is 60 days after the date of termination equal to the sum of:

^¡

two times the sum of the executive’s (1) annual salary plus (2) target annual bonus; plus

^¡

the executive’s target annual bonus for the year of termination, pro-rated for days of employment during such year; and

~~continued participation in the Company’s group health benefit plans~~Company-paid healthcare continuation benefits for a period of up to 24 months for the executive and the executive’s spouse and/or family, as applicable (the Welfare Continuation Benefit).

The payments and benefits described in connection with such terminations are subject to the executive’s timely execution of a release of claims against the ~~Company, and are also subject to the six month payment delay requirements under Internal Revenue Code Section 409A, if applicable.~~Company.

Termination for No Cause or Good Reason with Change of Control. If the executive is terminated by the Company without cause or if the executive

~~SPN 2015 Proxy Statement~~


	~~EXECUTIVE COMPENSATION~~

terminates his employment for good reason and such termination occurs within six months before or 24 months after a change of control, then the Company will be required to pay or provide to the executive:

the Accrued Amounts;

a cash severance payment pursuant to the terms of ~~the~~our Change of Control Severance Plan (described further below in this section);



				61


	EXECUTIVE COMPENSATION

on the first business day following the date that is 60 days after the date of termination, a lump sum amount equal to the executive’s target annual bonus for the year of termination, pro-rated for days of employment during such year;

outplacement services for one year after termination at a cost of up to $10,000; and

the Welfare Continuation Benefit.

The executive is liable for any taxes, including any excise taxes on excess parachute payments, on the executive due to payments or benefits pursuant to the employment agreement and the Change of Control Severance Plan.

Termination for Cause, Death or Without Good Reason. If the executive is terminated by the Company for cause, due to the executive’s death or by the executive without good reason, then the Company will only be required to pay to the executive (or to the executive’s estate) the Accrued Amounts.

Each employment agreement contains an indefinite confidentiality and protection of information covenant and a mutual non-disparagement covenant extending for one year after termination of employment. If the executive is terminated by the Company for cause or if the executive terminates the executive’s employment without good reason, the executive will be bound by a non-compete and non-solicitation covenant extending for one year after the date of the executive’s termination.

Change of Control Severance Plan. Each executive participates in the Company’s Change of Control Severance Plan ~~beginning on the effective date~~and is eligible to receive certain cash severance payments upon a termination of ~~his~~ employment ~~agreement.~~without cause or for good reason that occurs within six months before or twenty-four months after a change of control. The potential severance payments due under

the plan are determined as of the date of the change of control, based on a sharing pool that is calculated as a percentage of the transaction value (with such sharing pool increasing or decreasing as such transaction value increases or decreases, respectively). Although the potential severance payment due each participant in the plan is determined as of the date of the change onof control, payments are only made if and when a participant experiences a qualifying termination as discussed above. The Company does not provide excise tax gross-ups under our severance plan.

Calculation of change of control severance benefits. Under the plan, at the time of a change of control, the Compensation Committee will determine each participant’s severance benefit as if the participant had experienced a qualifying termination on the date of the change of control. The severance benefit determined by the Compensation Committee to be potentially payable to each participant is final and binding.

The severance benefit is equal to each participant’s portion of the sharing pool, which is the total cash available under the plan to be distributed to all the participants as cash severance. As noted above, each participant’s severance benefit will be determined based on the assumption that the participant is terminated on the date of the change of control, and will also be determined according to two principles: (1) each participant receives as “net after-tax benefit” the same percentage (to within +/- 0.1%) of the total net after-tax benefit that would be received by all participants under the plan as his or her percentage interest; and (2) the total net after-tax benefit received by all participants is maximized. Under the plan, each participant’s “net after-tax benefit” is the sum of the participant’s total change of control value and severance benefit, reduced by the total tax liability (as such terms are defined in the plan).



64		~~SPN 2015 Proxy Statement~~
62


			EXECUTIVE COMPENSATION

Determination of “sharing pool.” The total severance benefits payable under the plan may not exceed the “sharing pool.” The sharing pool is determined based on the transaction value (as defined in the plan, but

generally includes the consideration paid for the outstanding shares of our common stock plus any debt assumed less cash assumed) at the time of the change of control, as follows:


Transaction Value (in Billions)	Sharing Pool (7 Executives)	Sharing Pool as a Percentage of Transaction Value (Approximate)	Sharing Pool (6 Executives)	Sharing Pool as a Percentage of Transaction Value (Approximate)
$1.0	$14,600,000	1.46%	$14,200,000	1.42%
$2.0	$17,925,601	0.90%	$17,125,601	0.86%
$2.5	$18,726,908	0.75%	$17,726,908	0.71%
$3.0	$19,545,266	0.65%	$18,345,266	0.61%
$3.5	$20,381,202	0.58%	$18,981,202	0.54%
$4.0	$21,235,260	0.53%	$19,635,260	0.49%
$4.5	$22,108,000	0.49%	$20,308,000	0.45%
$5.0	$23,000,000	0.46%	$21,000,000	0.42%
$5.5	$23,892,000	0.43%	$21,692,000	0.39%
$6.0	$24,803,260	0.41%	$22,403,260	0.37%
$6.5	$25,734,358	0.40%	$23,134,358	0.36%
$7.0	$26,685,889	0.38%	$23,885,889	0.34%
$7.5	$27,658,465	0.37%	$24,658,465	0.33%
$8.0	$28,652,719	0.36%	$25,452,719	0.32%
$8.5	$29,669,301	0.35%	$26,269,301	0.31%
$9.0	$30,708,880	0.34%	$27,108,880	0.30%
$9.5	$31,772,146	0.33%	$27,972,146	0.29%
$10.0	$32,859,811	0.33%	$28,859,811	0.29%
$10.5	$33,972,605	0.32%	$29,772,605	0.28%
$11.0	$35,111,283	0.32%	$30,711,283	0.28%
$20.0	$42,000,000	0.21%	$34,000,000	0.17%

If the actual transaction value at the time of a change of control falls between the transaction values shown above, the sharing pool will be interpolated, and the Compensation Committee will determine the sharing pool should the applicable transaction value fall outside the values above. In addition, the sharing pool values will be adjusted if new participants are added to or removed from the plan between the effective date of the plan and the date of the change of control. Specifically, the sharing pool will be decreased or increased, as applicable, by the amount that is equal to the applicable transaction value multiplied by 0.07% or 0.04% if the individual is in the top half or bottom half, respectively, of participants ranked by their “combined compensation” (as defined in the plan), as determined by the Compensation Committee. ~~The table above represents an adjusted sharing pool, as one of the original participants in the plan left the Company in 2014 resulting in only seven participants as of December 31, 2014.~~ Under the plan, a participant’s “combined compensation” is the sum value of the participant’s base salary, target bonus, and unvested long-term incentives, as those terms are defined in the plan.

Calculation of participant’s percentage interest in the sharing pool. Each participant’s interest, or ~~“participation~~

“participation alignment,” in the sharing pool is initially determined by dividing the participant’s “combined compensation” by the sum of the combined compensation for all participants, thus resulting in a percentage amount for each participant which, in total, add up to 100%. The difference between the participation alignment of the participant with the highest combined compensation and the participation alignment of the participant with the second highest combined compensation of all the participants as of the date of the change of control may not exceed the percentage that is equal to (1/n)% +12%, wheren is the number of participants as of the date of the change of control. If necessary, the participation alignment of the participant with the highest combined compensation as of the date of the change of control will be decreased and the participation alignments of each of the other participants increased on a pro rata basis such that (1) the rule contained in the preceding sentence is respected and (2) the sum of the participation alignments of all participants is equal to 100% (effectively capping the highest paid executive’s benefit).


	EXECUTIVE COMPENSATION

~~alignments of all participants is equal to 100% (effectively capping the highest paid executive’s benefit).~~Equity Awards

~~Employment Agreement — Mr. Moore~~. During 2014, we were party to an employment agreement with Mr. Moore that we assumed in connection with our acquisition of Complete in 2012. This assumed agreement expired by its terms on December 31, 2014, and on January 1, 2015, the agreement we entered into with Mr. Moore in December 2012 (along with our other executives asAs described ~~above) became effective. The following describes the benefits that would have been due Mr. Moore~~above, under the ~~assumed agreement~~applicable award agreements for our outstanding equity awards, such awards will vest in ~~connection with various~~full upon a change of control of the Company.

Upon the termination ~~scenarios as~~ of ~~December 31, 2014.~~

~~Termination for No Cause~~~~. Pursuant~~an executive’s employment due to ~~the agreement, in the event Mr. Moore was terminated~~retirement or a termination without cause by the Company, ~~other than for cause, Mr. Moore would have been entitled~~the Compensation Committee, in its discretion, may elect to ~~receive, in addition to any other amounts payable:~~

~~a lump-sum payment within 70 days after~~accelerate the ~~date~~vesting of such awards. In addition, upon the termination inof an ~~amount equal~~executive’s employment prior to the ~~sum of:~~

^¡

one and two-thirds times (1.67x) the sum of his base salary plus the greater of (i) seventy-five percent (75%) of his base salary, or (ii) the highest annual bonus earned in the preceding three fiscal years; plus

^¡

~~seventy-five percent (75%) of his base salary pro-rated to the days of service with the Company prior to termination, including date of termination;~~

~~a lump-sum payment in lieu of an automobile allowance for up to 20 months following the date of termination; and~~

~~health and disability coverage and benefits for up to 20 months following the date of termination.~~

In addition, all of Mr. Moore’s unvested stock options and restricted stock would have immediately vest and his options would have had an additional twelve months to exercise, but in no event later than the tenth anniversaryend of the ~~option grant date.~~

~~Termination for No Cause~~applicable performance period due to retirement, death, disability or ~~Good Reason with Change of Control~~~~. In the event Mr. Moore’s employment was terminated~~a termination by the Company without cause, ~~or he left under certain circumstances during the period beginning six months prior to and ending two years following~~ a ~~change of control, Mr. Moore would have been entitled to receive, in addition to any other amounts payable:~~

~~a lump-sum payment within 70 days after the date of such termination in an amount equal to the sum of:~~

^¡

two and one half times (2.5x) the sum of his base salary plus the greater of (i) seventy-five percent (75%) of his base salary or (ii) the highest annual bonus earned in the preceding three fiscal years; plus

^¡

~~seventy-five percent (75%) of his base salary pro-rated for the number of days of service with the Company prior to termination, including date of termination; plus~~

^¡

two and one half times (2.5x) the amount we would be required to contribute to his 401(k), deferred compensation and other retirement plans based on his base salary and the Company contributions then in effect; plus

^¡

~~two and one half times (2.5x) his annual car allowance.~~

~~health and disability coverage and benefits for up to two and half years following the date of termination.~~

In addition, all of Mr. Moore’s unvested stock options and restricted stock would have immediately vest and he would have had an additional twelve months to exercise his options, but in no event could he exercise them later than the tenth anniversarypro-rata portion of the applicable grant date. Further, Mr. Moore was entitled to receive additional tax-gross up payments to compensate for excise taxes imposed by Section 4999 of the Internal Revenue Code on the compensationexecutive’s PSUs and ~~benefits provided.~~SPSUs will remain outstanding and will be valued and paid in accordance with their terms.

~~SPN 2015 Proxy Statement~~


			~~EXECUTIVE COMPENSATION~~

Except as otherwise noted, the following table quantifies the potential payments to our named executive officers under ~~the contracts,~~their employment arrangements ~~or plans~~and our Change of Control Severance Plan discussed above, for various scenarios involving a change of control or termination of employment of each

of our named executive officers, assuming a December 31, ~~2014~~2015 termination date, and where applicable, using the closing price of our common stock of ~~$20.15~~$13.47 (as reported on the NYSE as of December 31, ~~2014)~~2015). Excluded are benefits provided to all employees, such as accrued vacation and benefits provided by third parties under our life and other insurance policies. Also excluded are benefits our named executive officers would receive upon termination of employment under the SERP and the NQDC Plan, as described above, as

well as benefits under our 401(k) plan. The table also assumes the following:

the number of participants in the Change of Control Severance Plan is ~~seven and does not include Mr. Moore, who did not become a participant until January 1, 2015;~~six;

the transaction value on December 31, ~~2014~~2015 is ~~$4.272~~$3.139 billion (estimated value assumes equity based on December 31, ~~2014~~2015 stock price plus all outstanding debt on the December 31, ~~2014~~2015 balance sheet); and

the corresponding sharing pool is ~~$21,710,031.~~$18,522,533.


Name	Lump Sum Severance Payment		Outstanding Unvested Options			Outstanding Restricted Stock/RSUs			Outstanding SPSUs⁽³⁾		Outstanding PSUs			Health Benefits		Tax Gross-Up	Total		Lump Sum Severance Payment		Outstanding Unvested Options			Outstanding Restricted Stock/RSUs			Outstanding SPSUs⁽³⁾		Outstanding PSUs			Health Benefits		Tax Gross-Up	Total
David D. Dunlap
• Retirement		n/a		(2	)		(2	)		n/a		(3	)		n/a	n/a		—		n/a		(2	)		(2	)		n/a		(3	)		n/a	n/a		—
• Death		n/a		$ 0			$2,327,607			n/a		(3	)		n/a	n/a	$	2,327,607		n/a		$ 0			$1,968,371			n/a		(3	)		n/a	n/a	$	1,968,371
• Disability/Incapacity	$	5,600,000		$ 0			$2,327,607			n/a		(3	)		$31,298	n/a	$	7,958,905	$	4,250,000		$ 0			$1,968,371			n/a		(3	)		$30,858	n/a	$	6,249,229
• Termination – No Cause	$	5,600,000		(2	)		(2	)		n/a		(3	)		$31,298	n/a	$	5,631,298
• Termination –No Cause																			$	4,250,000		(2	)		(2	)		n/a		(3	)		$30,858	n/a	$	4,280,858
• Termination – Good Reason	$	5,600,000		n/a			n/a			n/a		(3	)		$31,298	n/a	$	5,631,298	$	4,250,000		n/a			n/a			n/a		(3	)		$30,858	n/a	$	4,280,858
• Termination after Change of Control⁽¹⁾	$	11,095,538		$ 0			$2,327,607			n/a		$11,760,000			$31,298	n/a	$	25,214,443
• Termination in connection with Change of Control⁽¹⁾																			$	9,356,971		$ 0			$1,968,371			n/a		$12,000,000			$30,858	n/a	$	23,356,200
Robert S. Taylor
• Retirement																				n/a		(2	)		(2	)		$548,970		(3	)		n/a	n/a	$	548,970
• Death																				n/a		$ 0			$ 893,990			$548,970		(3	)		n/a	n/a	$	1,442,960
• Disability/Incapacity																			$	1,892,800		$ 0			$ 893,990			$548,970		(3	)		$30,858	n/a	$	3,366,618
• Termination –No Cause																			$	1,892,800		(2	)		(2	)		$548,970		(3	)		$30,858	n/a	$	2,472,628
• Termination – Good Reason																			$	1,892,800		n/a			n/a			$548,970		(3	)		$30,858	n/a	$	2,472,628
• Termination in connection with Change of Control⁽¹⁾																			$	1,980,218		$ 0			$ 893,990			$548,970		$3,893,600			$30,858	n/a	$	7,347,636
Brian K. Moore
• Retirement		n/a		(2	)		(2	)		$382,991		(3	)		n/a	n/a	$	382,991		n/a		(2	)		(2	)		$499,508		(3	)		n/a	n/a	$	499,508
• Death		n/a		$ 0			$ 753,026			$382,991		(3	)		n/a	n/a	$	1,136,017		n/a		$ 0			$ 813,453			$499,508		(3	)		n/a	n/a	$	1,312,961
• Disability/Incapacity	$	2,379,520		$ 0			$ 753,026			$382,991		(3	)		$31,298	n/a	$	3,546,835	$	2,011,391		$ 0			$ 813,453			$499,508		(3	)		$26,126	n/a	$	3,350,478
• Termination – No Cause	$	2,379,520		(2	)		(2	)		$382,991		(3	)		$31,298	n/a	$	2,793,809	$	2,011,391		$ 0			(2	)		$499,508		(3	)		$26,126	n/a	$	2,573,025
• Termination – Good Reason	$	2,379,520		n/a			n/a			$382,991		(3	)		$31,298	n/a	$	2,793,809	$	2,011,391		n/a			n/a			$499,508		(3	)		$26,126	n/a	$	2,573,025
• Termination after Change of Control⁽¹⁾	$	2,157,746		$ 0			$ 753,026			$382,991		$3,800,800			$31,298	n/a	$	7,125,861
Brian K. Moore
• Retirement		n/a		(2	)		(2	)		$348,474		(3	)		n/a	n/a	$	348,474
• Death/Disability		n/a		$ 0			$1,764,495			$348,474		(3	)		n/a	n/a	$	2,112,969
• Termination – No Cause	$	2,747,610		$ 0			$1,998,215			$348,474		(3	)		$26,082	n/a	$	5,120,381
• Termination – Change in Control	$	3,916,198		$ 0			$1,998,215			$348,474		$3,458,800			$39,123	$ 0	$	9,760,809
• Termination in connection with Change in Control																			$	2,098,690		$0			$813,453			$499,508		$3,543,200			$26,126	n/a	$	6,980,977
A. Patrick Bernard
• Retirement		n/a		(2	)		(2	)		$246,979		(3	)		n/a	n/a	$	246,979		n/a		(2	)		(2	)		$354,019		(3	)		n/a	n/a	$	354,019
• Death		n/a		$ 0			$ 487,690			$246,979		(3	)		n/a	n/a	$	743,382		n/a		$ 0			$ 576,529			$354,019		(3	)		n/a	n/a	$	930,545
• Disability/Incapacity	$	1,715,850		$ 0			$ 487,690			$246,979		(3	)		$31,298	n/a	$	2,481,817	$	1,386,281		$ 0			$ 576,529			$354,019		(3	)		$30,858	n/a	$	2,347,687
• Termination – No Cause	$	1,715,850		(2	)		(2	)		$246,979		(3	)		$31,298	n/a	$	1,994,127	$	1,386,281		(2	)		(2	)		$354,019		(3	)		$30,858	n/a	$	1,771,158
• Termination – Good Reason	$	1,715,850		n/a			n/a			$246,979		(3	)		$31,298	n/a	$	1,994,127
• Termination after Change of Control⁽¹⁾	$	3,027,012		$ 0			$ 487,690			$246,979		$2,451,400			$31,298	n/a	$	6,244,379
• Termination –Good Reason																			$	1,386,281		n/a			n/a			$354,019		(3	)		$30,858	n/a	$	1,771,158
• Termination in connection with Change of Control⁽¹⁾																			$	1,429,152		$ 0			$ 576,529			$354,019		$2,511,200			$30,858	n/a	$	4,901,758
William B. Masters
• Retirement		n/a		(2	)		(2	)		$236,823		(3	)		n/a	n/a	$	236,823		n/a		(2	)		(2	)		$339,484		(3	)		n/a	n/a	$	339,484
• Death		n/a		$ 0			$ 455,088			$236,823		(3	)		n/a	n/a	$	691,911		n/a		$ 0			$ 550,303			$339,484		(3	)		n/a	n/a	$	889,787
• Disability/Incapacity	$	1,974,560		$ 0			$ 455,088			$236,823		(3	)		$31,298	n/a	$	2,697,769	$	1,595,300		$ 0			$ 550,303			$339,484		(3	)		$30,858	n/a	$	2,515,945
• Termination – No Cause	$	1,974,560		(2	)		(2	)		$236,823		(3	)		$31,298	n/a	$	2,242,681	$	1,595,300		(2	)		(2	)		$339,484		(3	)		$30,858	n/a	$	1,965,642
• Termination – Good Reason	$	1,974,560		n/a			n/a			$236,823		(3	)		$31,298	n/a	$	2,242,681	$	1,595,300		n/a			n/a			$339,484		(3	)		$30,858	n/a	$	1,965,642
• Termination after Change of Control⁽¹⁾	$	3,275,355		$ 0			$ 455,088			$236,823		$2,298,600			$31,298	n/a	$	6,297,164
• Termination in connection with Change of Control⁽¹⁾																			$	2,994,862		$ 0			$ 550,303			$339,484		$2,408,000			$30,858	n/a	$	6,323,507


			EXECUTIVE COMPENSATION

(1)

Certain of the benefits described in the table would be achieved in the event of a change of control alone, and would not require a termination of the executive’s employment. In particular, pursuant to the terms of our ~~stock~~ incentive award plans and the individual award agreements, upon a change of control as defined in the plans, (i) all outstanding stock options would immediately vest, (ii) all restrictions on outstanding restricted shares and RSUs would lapse, (iii) all outstanding SPSUs would be paid out as if the maximum level of performance had been achieved and (iv) all outstanding PSUs would be paid out as if the maximum level of performance had been achieved. ~~Each~~In addition to the amounts set forth in the table above, upon a qualifying termination in connection with a change in control, each executive is also entitled to outplacement assistance of up to $10,000, and the lump sum severance payment due each executive ~~includes~~would also include the following:


Name	Change of Control Severance Plan Payment	Target Bonus Payment	Change of Control Severance Plan Payment	Target Bonus Payment
Mr. Dunlap	$9,895,538	$1,200,000	$8,606,971	$750,000
Mr. Taylor	$1,725,106	$ 432,640	$1,726,691	$253,527
Mr. Moore			$1,803,440	$295,250
Mr. Bernard	$2,734,062	$ 292,950	$1,246,059	$183,094
Mr. Masters	$2,938,235	$ 337,120	$2,784,162	$210,700

(2)

Pursuant to the terms of the restricted stock, RSUs and stock option agreements, upon termination of the executive’s employment as a result of retirement without cause or termination by the Company, the Compensation Committee, in its discretion, may elect to accelerate the vesting of such awards. For purposes of the table above, we have assumed that none of the executives’ restricted stock, RSUs and stock options would accelerate on the applicable termination date.

(3)

Pursuant to the terms of the PSU and SPSU award agreements, if an executive’s employment terminates prior to the end of the applicable performance period as a result of retirement, death, disability, or termination for any reason other than the voluntary termination by the executive or termination by the Company for cause, then the executive retains a pro-rata portion of outstanding award based on his employment during the performance period, and the remaining units will be forfeited. The retained units will be valued and paid out to the executive in accordance with their original payment schedule based on the Company’s achievement of the applicable performance criteria. Upon a voluntary termination by the executive or a termination by the Company for cause, all outstanding units are forfeited. With respect to the SPSUs, in ~~February 2015,~~March 2016, the Compensation Committee determined that the Company had achieved the maximum level of performance of the free cash flow metric applicable to the outstanding SPSUs, thus the amounts in the table reflect the year-end value of 150% of the target 2014 and 2015 SPSU award.



	68			~~SPN 2015 Proxy Statement~~ 65

QUESTIONS AND ANSWERS ABOUT THE ~~2015~~2016 ANNUAL MEETING

Why am I receiving this proxy statement?

Our Board ~~of Directors~~ is soliciting your proxy to vote at the annual meeting because you owned shares of our common stock at the close of business on April ~~8, 2015,~~4, 2016, the record date for the annual meeting, and are entitled to vote at the annual meeting. This proxy statement, along with a proxy card or a voting

instruction card and a

copy of our ~~2014~~2015 annual report, are being mailed to our stockholders on or about April ~~17, 2015.~~13, 2016. This proxy statement summarizes the information you need to know to vote at the annual meeting. You do not need to attend the annual meeting to vote your shares of our common stock.

On what matters will I be voting?

At the annual meeting, our stockholders will be asked to (i) elect the eight director nominees, (ii) hold an advisory vote on the compensation of our named executive officers (the “say-on-pay” proposal), (iii) adopt the ~~Amended and Restated 2013 Stock~~

2016 Incentive Award Plan, (iv) ratify the

appointment of KPMG as our independent registered public accounting firm for ~~2015~~2016 and (v) consider any other business that may properly come before the meeting.

When and where will the annual meeting be held?

The meeting will be held at 9:00 a.m., Central Standard Time, on ~~Friday,~~Tuesday, May ~~22, 2015,~~24, 2016, at our headquarters located at 1001 Louisiana Street, Houston, Texas,

77002. To obtain directions to our headquarters and vote in person, please contact us at (713) 654-2200.

How many votes may I cast?

You have one vote for every share of our common stock that you owned on the record date for the annual meeting.

How many shares of our common stock are eligible to be voted?

As of the record date for the annual meeting, we had ~~150,363,393~~151,412,233 shares of our common stock outstanding,

each of which entitles the holder to one vote.

How many shares of our common stock must be present to hold the annual meeting?

Our Bylaws provide that a majority of the outstanding shares of our common stock entitled to vote generally in the election of directors, represented in person or by proxy, constitutes a quorum at a meeting of our stockholders. As of the record date, ~~75,181,697~~75,706,117 shares of our common stock constitute a quorum. If you are a beneficial owner (as defined below) of shares of our common stock and you do not instruct your broker, bank or other nominee how to vote your shares on any

of the proposals, your shares will be counted as present at the annual meeting for purposes of determining whether a quorum exists. In addition, stockholders of record who are present at the annual meeting in person or by proxy will be counted as present at the annual meeting for purposes of determining whether a quorum exists, whether or not such holder abstains from voting on any or all of the proposals.



66
	~~SPN 2015 Proxy Statement~~	69


			QUESTIONS AND ANSWERS ABOUT THE ~~2015~~2016 ANNUAL MEETING

What are my voting options on each proposal? How does our Board recommend that I vote? How many votes are required to approve each proposal?


Proposal	Your Voting Options	Board’s Recommendation	Vote Required to Approve the Proposal
No. 1: Election of the eight director nominees	You may vote “FOR” each nominee or choose to “WITHHOLD” your vote for all or none or one of the nominees	FOR each of the eight director nominees	Directors will be elected byplurality. That means the nominees who receive the greatest number of “for” votes will be elected, except that a nominee who receives a greater number of “withhold” than “for” votes must tender his resignation
No. 2: Approval of thesay-on-pay proposal (advisory)	You may vote “FOR” or “AGAINST” this proposal or “ABSTAIN” from voting	FOR approval of our executive compensation for 2015 as disclosed in this proxy statement	Affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on the proposal
No. 3: Adoption of the ~~Amended and Restated 2013 Stock~~2016 Incentive Award Plan	You may vote “FOR” or “AGAINST” this proposal or “ABSTAIN” from voting	FOR approval of our ~~Amended and Restated 2013 Stock~~2016 Incentive Award Plan	Affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on the proposal
No. 4: Ratification of KPMG as our independent registered public accounting firm for ~~2015~~2016	You may vote “FOR” or “AGAINST” this proposal or “ABSTAIN” from voting	FOR ratification of our selection of KPMG as our independent auditor for ~~2015~~2016	Affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on the proposal

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares of our common stock are registered directly in your name with our transfer agent, American Stock Transfer and Trust Company, you are considered, with respect to those shares, the “stockholder of record.” In this case, we have sent the proxy materials directly to you.

If your shares of our common stock are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of such shares held in “street name.” In this case, the proxy materials

have been forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or Internet. You should also be aware that you may not vote shares held in street name by returning a proxy card directly to us or by voting in person at the annual meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.



	70			~~SPN 2015 Proxy Statement~~ 67


			QUESTIONS AND ANSWERS ABOUT THE ~~2015~~2016 ANNUAL MEETING

What happens if I complete the proxy or voting instruction card? What if I don’t vote for a proposal? On which proposals may my shares be voted without receiving voting instructions from me?

If you properly complete, sign, date and return a proxy or voting instruction form, your shares will be voted as you specify.

If you are a stockholder of record and you do not submit voting instructions on your returned proxy card, your shares of our common stock will be voted in accordance with the recommendations of our Board, as provided above.

If you are a beneficial owner, under the rules of the NYSE, your broker, bank or other nominee may

generally vote your shares on routine matters without receiving voting instructions from you but cannot vote your shares on non-routine matters. Of the proposals, only the ratification of the appointment of KPMG as our independent registered public accounting firm for ~~2015~~2016 is a routine matter. If your broker, bank or other nominee does not receive instructions from you on how to vote your shares on the remainder of the proposals, the organization will not have the authority to vote your shares of our common stock on those matters. This is generally referred to as a “broker non-vote.”

What are the effects of abstentions and broker non-votes on each proposal?

Abstentions will:

~~have no effect on the election of directors (Proposal 1).~~

have no effect on the election of directors (Proposal 1).

~~have the effect of a vote “AGAINST” the remainder of the proposals (Proposal 2, Proposal 3 and Proposal 4).~~

have the effect of a vote “AGAINST” the remainder of the proposals (Proposal 2, Proposal 3 and Proposal 4).

Broker non-votes will:

~~have no effect on the election of directors (Proposal 1), the say-on-pay proposal (Proposal 2) and the Amended and Restated 2013 Stock Incentive Plan proposal (Proposal 3), since the~~

have no effect on the election of directors (Proposal 1), the say-on-pay proposal (Proposal 2) and the 2016 Incentive Award Plan proposal (Proposal 3), since the stockholder of record of

~~stockholder of record of~~ these shares is not entitled to vote on the specific matter without instructions from the beneficial owner.

not occur with respect to ratification of the appointment of KPMG as our independent registered public accounting firm for 2015 (Proposal 4), since this is a routine matter and a broker, bank or other nominee can vote on Proposal 4 without instructions from the beneficial owner. However, if the broker, bank or other nominee does not vote on Proposal 4, an abstention will occur.

not occur with respect to ratification of the appointment of KPMG as our independent registered public accounting firm for 2016 (Proposal 4), since this is a routine matter and a broker, bank or other nominee can vote on Proposal 4 without instructions from the beneficial owner. However, if the broker, bank or other nominee does not vote on Proposal 4, an abstention will occur.

How do I vote?

You may vote using any of the following methods depending on if you are a stockholder of record or a beneficial owner.


		Proxy card or voting instruction card by ~~mail~~mail:: Be sure to complete, sign and date such card and return it in the prepaid envelope.

		Telephone or Internet: Stockholders of record can vote via the Internet 24 hours a day, seven days a week until 11:59 p.m. on May ~~21, 2015~~23, 2016 at www.voteproxy.com. Please have your proxy card available when you access the website. The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other nominee. Therefore, we recommend that you follow the instructions on how to submit your voting



		instructions in the materials you receive from such organization.

LOGO

In person at the annual ~~meeting~~meeting:: All stockholders may vote in person at the annual meeting. You may also be represented by another person at the annual meeting by properly designating such person as your proxy. If you are a beneficial owner of shares of our common stock, you must obtain a legal proxy from your broker, bank or other nominee and present it to the inspectors of election with your ballot when you vote your shares at the annual meeting.


			QUESTIONS AND ANSWERS ABOUT THE ~~2015~~2016 ANNUAL MEETING

Can I change my vote?

Yes. Your proxy can be revoked or changed at any time before it is used to vote your shares of our common stock by notice in writing to our Secretary, by our timely receipt of another proxy with a later date or by voting in

person at the meeting. Your attendance alone at the annual meeting will not be enough to revoke your proxy.

Who pays for soliciting proxies?

We pay all expenses incurred in connection with the solicitation of proxies to vote at the annual meeting. We have retained Georgeson ~~Inc.,~~LLC, 480 Washington Boulevard, 26th Floor, Jersey City, New Jersey 07310, for an estimated fee of $11,500 plus reimbursement of certain reasonable expenses, to assist in the solicitation of proxies and otherwise in connection with the annual meeting. We and our proxy solicitor will also request banks, brokers and other nominees holding shares of our common stock beneficially owned by others to send

this proxy statement, the proxy card and our ~~2014~~2015 annual report to, and obtain voting instructions from, the beneficial owners and will reimburse such organization for their reasonable expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone, email and other electronic means, advertisements and personal solicitation by our directors, officers and employees. No additional compensation will be paid to directors, officers or employees for such solicitation efforts.

Could other matters be decided at the meeting?

Our Board does not expect to bring any other matter before the annual meeting, and it is not aware of any other matter that may be considered at the meeting. In addition, pursuant to our Bylaws, the time has elapsed for any stockholder to properly bring a matter before the

meeting. However, if any other matter does properly come before the annual meeting, the proxy holder will vote any shares of our common stock for which he holds a proxy in his discretion.

What happens if the meeting is postponed or adjourned?

Your proxy will still be good and may be used to vote your shares at the postponed or adjourned meeting.

You will still be able to change or revoke your proxy until it is used to vote your shares.



	72			~~SPN 2015 Proxy Statement~~ 69

~~2016~~2017 STOCKHOLDER NOMINATIONS AND PROPOSALS

If you want us to consider including a proposal in next year’s proxy statement, you must deliver it in writing c/o Secretary, Superior Energy Services, Inc., 1001 Louisiana Street, Suite 2900, Houston, Texas 77002, by December 15, ~~2015.~~2016.

Our Bylaws require that stockholders who wish to make a nomination for the election of a director or to bring any other matter before a meeting of the stockholders must give written notice of their intent to our Secretary not more than 120 days and not less than 90 days in advance of the first anniversary of the preceding year’s annual meeting of stockholders. For our ~~2016~~2017 annual meeting, a stockholder’s notice must be received by our Secretary between and including January ~~23, 2016~~24, 2017 and February ~~22, 2016.~~23, 2017. Such notice must comply with the requirements set forth in our Bylaws. A copy of our Bylaws is available upon request c/o Secretary, Superior Energy Services, Inc., 1001 Louisiana Street, Suite 2900, Houston, Texas 77002. We urge our stockholders to send their proposals by certified mail, return receipt requested.

By Order of the Board of Directors,

LOGO

WILLIAM B. MASTERS

Executive Vice President, General Counsel and

Secretary

Houston, Texas

April ~~17, 2015~~13, 2016



70
	~~SPN 2015 Proxy Statement~~	73

ANNEX A

SUPERIOR ENERGY SERVICES, INC.

~~AMENDED AND RESTATED~~

~~2013 STOCK~~2016 INCENTIVE AWARD PLAN

~~1. Purpose.~~1. Purpose.

The Plan’s purpose ~~of the Amended and Restated 2013 Stock Incentive Plan (the “Plan”) of Superior Energy Services, Inc. (“Superior~~”) is to ~~increase stockholder value and to advance~~enhance the ~~interests of Superior and its subsidiaries (collectively, the “Company”) by furnishing stock-and cash-based economic incentives (the “Incentives”) designed~~Company’s ability to attract, retain ~~reward~~ and motivate ~~officers, directors, employees, consultants and advisors~~persons who make (or are expected to make) important contributions to the Company and to strengthen the mutuality of interests between service providers and Superior’s stockholders. Incentives consist of opportunities to purchase or receive shares of Common Stock, $.001 par value per share, of Superior (the “~~Common Stock”) or cash, which may or may not be valued in relation to Common Stock, on~~by providing these individuals with equity ownership opportunities. Capitalized terms ~~determined under the Plan. As~~ used in the Plan ~~the term “subsidiary~~” means any corporation, limited liability company or other entity, of which Superior owns (directly or indirectly) within the meaning of section 424(f) of the Internal Revenue Code of 1986, as amended (the “~~Code”), 50% or more of the total combined voting power of all classes of stock, membership interests or other equity interests issued thereby.~~

~~2. Administration.~~are defined in Section 11.

~~2.1 Composition~~2. Eligibility.

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

3. Administration and Delegation.

(a)Administration. The Plan ~~shall generally be~~is administered by the ~~Compensation Committee of the Board of Directors of Superior (the “Board”) or by a subcommittee thereof (the “Committee”).~~Administrator. The ~~Committee shall consist of not fewer than two members of the Board, each of whom shall (a) qualify as a “non-employee director” under Rule16b-3~~ ~~under the Securities Exchange Act of 1934 (the “1934 Act”) or any successor rule, (b) qualify as an “outside director” under Section 162(m) of the Code (“Section 162(m)”), and (c) qualify as an “independent director” under the rules of the New York Stock Exchange.~~

~~2.2 Authority.~~ ~~The Committee shall have plenary~~Administrator has authority to ~~award Incentives~~determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to ~~establish any~~adopt, amend and repeal Plan administrative rules, ~~or regulations relating to~~guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan ~~that~~or any Award or Award Agreement as it ~~determines to be~~deems necessary or appropriate to ~~enter into agreements with or provide notices to participants as to the terms of the Incentives (the “Incentive Agreements”) and to make any other determination that it believes necessary or advisable for the proper administration of the Plan. Its decisions in matters relating to~~administer the Plan ~~shall~~and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and ~~conclusive~~binding on all persons having or claiming any interest in the ~~Company and participants. The Committee~~Plan or any Award.

(b)Appointment of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its ~~authority hereunder to the extent provided in Section 3 hereof.~~

~~3. Eligible Participants.~~ Officers, directors and employees of the Company and persons providing services as consultants or advisors to the Company shall become eligible to receive Incentives under the Plan when designated by the Committee. Employees may be designated individually or by groups or categories, as the Committee deems appropriate. With respect to participants not subject to Section 16 of the 1934 Act or Section 162(m) of the Code, the Committee may delegate to appropriate officers of the Company its authority to designate participants, to determine the size and type of Incentives to be received by those participants and to set and modify the terms of such Incentives; provided, however, that the resolution so authorizing any such officer shall specify the total number of Incentives such officer may award and such actions shall be treated for all purposes as if taken by the Committee, and provided further that the per share exercise price of any options granted by an officer, rather than by the Committee, shall be equal to the Fair Market Value (as defined in Section 13.11) of a share of Common Stock on the later of the date of grant or the date the participant’s employment with or service to the Company commences.

~~4. Types of Incentives.~~ ~~Incentives may be granted~~powers under the Plan to ~~eligible participants~~one or more Committees. The Board may abolish any Committee or re-vest in ~~the forms of (a) incentive stock options; (b) non-qualified stock options; (c) restricted stock, (d) restricted stock units; (e) stock appreciation rights (“SARs”) and (f) Other Stock-Based Awards (as defined in Section 10), and (g) Cash-Based Performance Awards (as defined in Section 11).~~

~~5. Shares Subject to the Plan.~~itself any previously delegated authority at any time.

~~5.1~~ 4. Stock Available for Awards.

(a)Number of Shares. Subject to adjustment under Section 8 and the terms of this Section 4, the aggregate number of Shares which may be issued pursuant to Awards under the Plan is the sum of (i) five million (5,000,000) Shares, plus (ii) any Shares which, as of the Effective Date, remain available for issuance under the Prior Plan, plus (iii) any Shares subject to awards outstanding under the Prior Plan as of the Effective Date which, on or after the Effective Date, are forfeited or otherwise terminate or expire for any reason without the issuance of Shares to the holder thereof (the “Share Limit”). Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

(b)Share Recycling. Except as provided in ~~Section 13.5,~~subsection (c) below, if all or any part of an Award (or, after Effective Date, an award granted under the Prior Plan) expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a ~~total of 14,850,000 shares of Common Stock~~manner that results in the Company acquiring Shares covered by the Award or award (as applicable) for less than Fair Market Value or not issuing any Shares covered by the Award or award (as applicable), the unused Shares covered by the Award or award (as applicable) will become or again be available for Award grants under the Plan.

(c)Limitation on Share Recycling. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 4(a) and shall not be available for future grants of Awards:

(i) Shares tendered by a Participant or withheld by the ~~Plan.~~Company in payment of the exercise price of an Option;

(ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award;

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	ANNEX A

~~5.2 Share Counting~~.

A. ~~The above authorized Plan limit shall be reduced by one share of Common Stock for every one share of Common Stock~~(iii) Shares subject to a ~~stock option or a SAR granted under the Plan, and by 1.6 shares of Common~~ Stock ~~for every one share of Common Stock subject to Incentives granted under the Plan in a form other than stock options or SARs.~~

B. ~~To the extent any shares of Common Stock covered by a stock option or SAR granted under the Plan~~Appreciation Right that are not ~~delivered to a participant or permitted transferee because~~issued in connection with the Incentive is forfeited or canceled, or shares of Common Stock are not delivered because an Incentive is paid or settled in cash, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Common Stock available for delivery under this Plan and such shares may again be issued under the Plan. Cash-Based Performance Awards shall have no effect on the Plan limit in Section 5.1.

C. In the event that shares of Common Stock issued as an Incentive under the Plan are forfeited or reacquired by the Company pursuant to rights reserved upon issuance thereof, such forfeited or reacquired shares may again be issued under the Plan.

D. ~~The following shares of Common Stock may not again be made available for issuance as Incentives under the Plan: (i) shares of Common Stock delivered or withheld in payment~~stock settlement of the Stock Appreciation Right on exercise ~~of a stock option, (ii) shares of Common Stock delivered or withheld from payment of an Incentive to satisfy tax obligations with respect to the Incentive,~~thereof; and ~~(iii) shares of Common Stock repurchased~~

(iv) Shares purchased on the open market with the cash proceeds offrom the exercise ~~price~~ of ~~a stock option.~~Options.

E. ~~With respect to SARs, if~~In addition, the ~~SAR is payable~~payment of Dividend Equivalents in ~~shares of Common Stock, all shares to which the SARs relate are~~cash in conjunction with any outstanding Awards shall not be counted against the ~~Plan limits, rather~~Shares available for issuance under the Plan.

(d)Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 1,000,000 Shares may be issued pursuant to the ~~net~~exercise of Incentive Stock Options, and no Shares may again be optioned, granted or awarded if it would cause an Incentive Stock Option not to qualify as an Incentive Stock Option.

(e)Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Share Limit, except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of ~~shares delivered upon~~Shares that may be issued pursuant to the exercise of ~~the SAR.~~

F. ~~Any share of Common~~Incentive Stock ~~that again becomes available for grant~~Options under the Plan.

(f)Individual Award Limitations. Notwithstanding any provision in the Plan ~~shall be added back~~ to the ~~total number of shares available for grant under the Plan as one share if such share was~~contrary, and subject to ~~a stock option or SAR, and as 1.6 shares if such share was subject to an Incentive other than a stock option or SAR.~~

~~5.3 Limitations on Awards.~~ ~~Subject to adjustments~~adjustment as provided in Section ~~13.5,~~8, the ~~following additional limitations are imposed under the Plan:~~

A. ~~The~~ maximum aggregate number of ~~shares of Common Stock~~Shares with respect to one or more Awards denominated in Shares that may be ~~issued upon exercise of stock options intended~~granted to ~~qualify as incentive stock options under Section 422~~any one person during any fiscal year of the ~~Code~~Company shall be ~~14,850,000 shares.~~

B. ~~Except as set forth~~1,000,000 Shares and the maximum aggregate amount of cash that may be paid in ~~Section 5.3E.~~cash to any one person during any fiscal year of the Company with respect to ~~awards to non-management directors, the maximum number of shares of Common Stock that may be covered by Incentives granted under the Plan, including stock options~~one or more Awards payable in cash and ~~SARS, to any one individual during any one calendar-year period~~not denominated in Shares shall be ~~1,000,000 shares. The foregoing provision shall be construed in a manner consistent with Section 162(m).~~

C. No$10,000,000. In addition, no more than ~~742,500~~five percent (5%) of the shares ~~of Common Stock~~subject to the Share Limit may be issued as ~~restricted stock, restricted stock units~~Restricted Stock, Restricted Stock Units and Other ~~Stock-Based~~Stock or Cash Based Awards ~~(as defined~~that are denominated in ~~Section 10)~~Shares without compliance with, ~~the minimum vesting periods provided in Sections 7.2, 8.2~~ and ~~10.2, provided that the shares issued under this limit may not be issued to employees who are subject to Section 16 of the 1934 Act. Further,~~ all ~~stock options~~Options and ~~SARs~~Stock Appreciation Rights granted to ~~employees~~Employees must comply with, the minimum vesting periods provided in ~~Sections 6.3 and 9.3.~~Section 9(k) of the Plan;provided, that no Awards may be granted under the foregoing five percent (5%) limit to Employees subject to Section 16 of the Exchange Act.

D. ~~The~~(g)Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan, the maximum aggregate grant date fair value of Awards granted to a Cash-Based Performance Award or an Other Stock-Based Award that is valued in dollars rather than shares of Common Stock (whether or not paid in Common Stock) scheduled to be paid out to any one participant innon-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $400,000. The Administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Administrator may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving non-employee Directors.

5.Stock Options and Stock Appreciation Rights.

(a)General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including Section 9(i) with respect to Incentive Stock Options. The Administrator will determine the number of Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right shall ~~be $10,000,000.~~entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations of the Plan or as the Administrator may impose.

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E. (b)Exercise Price.The ~~maximum number of shares of Common~~Administrator will establish each Option’s and Stock ~~that may be covered by Incentives granted under~~Appreciation Right’s exercise price and specify the ~~Plan to a non-management director during any one calendar-year period shall be 50,000 shares.~~

~~5.4 Type of Common Stock.~~ ~~Common Stock issued under~~exercise price in the ~~Plan may be authorized and unissued shares or issued shares held as treasury shares.~~

~~6. Stock Options.~~ A stock option is a right to purchase shares of Common Stock from Superior. Stock options granted under the Plan may be incentive stock options (as such term is defined in Section 422 of the Code) or non-qualified stock options. Any option that is designated as a non-qualified stock option shall not be treated as an incentive stock option. Each stock option granted by the Committee under this Plan shall be subject to the following terms and conditions:

~~6.1 Price.~~Award Agreement. The exercise price ~~per share shall be determined by the Committee, subject to adjustment under Section 13.5; provided that in no event shall the exercise price~~will not be less than ~~the Fair Market Value~~100% of a share of Common Stock on the date of grant, except in the case of a stock option granted in assumption of or substitution for an outstanding award of a company acquired by the Company or with which the Company combines.

~~6.2 Number.~~ ~~The number of shares of Common Stock subject to the option shall be determined by the Committee, subject to Section 5 and subject to adjustment as provided in Section 13.5.~~

~~6.3 Duration and Time for Exercise.~~ The term of each stock option shall be determined by the Committee, but shall not exceed a maximum term of ten years. Each stock option shall become exercisable at such time or times during its term as shall be determined by the Committee, provided that stock options granted to employees may not become fully exercisable prior to the third anniversary of the date of grant, with incremental vesting of portions of the award over the three-year period permitted (provided, however, that no portion of the award may be scheduled to vest prior to the first anniversary of the date of grant). Notwithstanding the foregoing, the Committee may at any time in its discretion accelerate the exercisability of any stock option.

~~6.4 Repurchase.~~ Upon approval of the Committee, the Company may repurchase a previously granted stock option from a participant by mutual agreement before such option has been exercised by payment to the participant of the amount per share by which: (i) the Fair Market Value of the Common Stock subject to the option on the business day immediately preceding the date of purchase exceeds (ii) the exercise price, or by payment of such other mutually agreed upon amount; provided, however, that no such repurchase shall be permitted if prohibited by Section 6.6.

~~6.5 Manner of Exercise.~~ A stock option may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of shares of Common Stock to be purchased. The exercise notice shall be accompanied by the full purchase price for such shares. The option price shall be payable in United States dollars and may be paid (a) in cash; (b) by check; (c) by delivery or attestation of ownership of shares of Common Stock, which shares shall be valued for this purpose at the Fair Market Value on the ~~business day immediately preceding~~grant date of the ~~date~~Option or Stock Appreciation Right.

(c)Duration of Options. Each Option or Stock Appreciation Right will be exercisable at such ~~option~~times and as specified in the Award Agreement, provided that the term of an Option or Stock Appreciation Right will not exceed ten years.

(d)Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5(e)for the number of Shares for which the Award is ~~exercised; (d)~~exercised and (ii) as specified in Section 9(e) for any applicable withholding taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.

(e)Payment Upon Exercise. The exercise price of an Option must be paid in cash or by check payable to the order of the Company or, subject to Section 10(i), any Company insider trading policy (including blackout periods) and Applicable Laws, by:

(i) if there is a public market for Shares at the time of exercise, unless the Administrator otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable ~~written instructions to~~and unconditional undertaking by a broker ~~approved by~~acceptable to the Company ~~(with a copy to the Company) to immediately sell a portion of the shares, issuable under the option and~~ to deliver promptly to the Company sufficient funds

(ii) pay the ~~amount of sale proceeds (or loan proceeds if~~exercise price, or (B) the ~~broker lends funds to the participant for~~Participant’s delivery to the ~~Company)~~Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; ~~(e) if approved~~

(iii) delivery (either by actual delivery or attestation) of Shares owned by the ~~Committee, through a net exercise procedure whereby the optionee surrenders the option in exchange for that number of shares of Common Stock with an aggregate~~Participant valued at their Fair Market Value, ~~equal~~provided (A) such payment method is then permitted under Applicable Laws, (B) such Shares, if acquired directly from the Company, were owned by the Participant for a minimum time period that the Company may establish and (C) such Shares are not subject to repurchase, forfeiture, unfulfilled vesting or other similar requirements;

(iv) surrendering Shares then issuable upon the ~~difference between the aggregate~~Option’s exercise ~~price of the options being surrendered and the aggregate~~valued at their Fair Market Value on the exercise date;

(v) to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or

(vi) any combination of the ~~shares~~above permitted payment forms (including cash or check).

(f)Additional Terms of ~~Common~~Incentive Stock ~~subject~~Options. The Administrator may grant Options intended to ~~the option, or (f) in such other manner~~qualify as ~~may be authorized from time~~Incentive Stock Options only to ~~time by the Committee.~~

~~6.6 Repricing.~~ ~~Except for adjustments pursuant to Section 13.5 or actions permitted to be taken by the Committee under Section 13.10C. in the event of a Change of Control, unless approved by the stockholders~~employees of the Company, ~~(a)~~any of its present or future “parent corporations” or “subsidiary corporations” as defined in Sections 424(e) or (f) of the ~~exercise~~Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. No person qualifying as a Greater Than 10% Stockholder may be granted an Incentive Stock Option. The Administrator may modify an Incentive Stock Option with the holder’s consent to disqualify such Option as an Incentive Stock Option. All Options intended to qualify as Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or ~~base price for~~other transfers (other than in connection with a Change in Control) of Shares acquired from the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any ~~outstanding option or SAR granted under this~~other party, (i) if an Option (or any part thereof) intended to qualify as an Incentive Stock Option fails to qualify as an

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	ANNEX A

~~Plan may~~Incentive Stock Option or (ii) for the Administrator’s actions or omissions that cause an Option not ~~be decreased after~~to qualify as an Incentive Stock Option, including the ~~date~~conversion of ~~grant and (b)~~ an ~~outstanding option~~Incentive Stock Option to a Non-Qualified Stock Option or SAR that has been granted under this Plan may not, as of any date that such option or SAR has a per share exercise or base price that is greater than the then current Fair Market Value of a share of Common Stock, be surrendered to the Company as consideration for the grant of ~~a new option or SAR with a lower exercise or base price, shares of restricted stock, restricted stock units,~~ an ~~Other Stock-Based Award, a cash payment or Common Stock.~~

~~6.7 No Dividend Equivalent Rights~~. ~~Participants holding stock options shall not be entitled to any dividend equivalent rights for any period of time prior to exercise of the stock option.~~

~~6.8~~Option intended as an Incentive Stock ~~Options.~~ ~~Notwithstanding anything in the Plan~~Option that fails to ~~the contrary, the following additional provisions shall apply to the grant of stock options~~qualify as an Incentive Stock Option. Any Option that ~~are~~is intended to qualify as ~~incentive stock options (as such term is defined in Section 422 of the Code):~~

A. ~~Any incentive stock option agreement authorized under the Plan shall contain such other provisions as the Committee shall deem advisable,~~an Incentive Stock Option, but ~~shall in all events be consistent with and contain or be deemed to contain all provisions required in order~~fails to qualify for any reason, including the ~~options as incentive stock options.~~

B. ~~All incentive stock options must be granted within ten years from the date on which this Plan is adopted by the Board~~portion of ~~Directors.~~

C. ~~No incentive stock options shall be granted to~~ any non-employee or to any participant who, at the time such option is granted, would own (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the employer corporation or of its parent or subsidiary corporation.

D. ~~The aggregate Fair Market Value (determined~~Option becoming exercisable with respect to ~~each incentive stock option as~~Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.

6.Restricted Stock; Restricted Stock Units.

(a)General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares if issued at no cost) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the ~~time~~applicable restriction period or periods that the Administrator establishes for such ~~incentive stock option is granted)~~Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan.

(b)Restricted Stock.

(i)Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which ~~incentive stock options~~they were paid. Notwithstanding anything to the contrary herein, with respect to any award of Restricted Stock with performance-based vesting, dividends which are ~~exercisable for~~paid prior to vesting shall only be paid out to the ~~first time by a participant during any calendar year (under the Plan or any other plan of Superior or any of its subsidiaries) shall not exceed $100,000. To~~Participant holding such Restricted Stock to the extent that the performance-based vesting conditions are subsequently satisfied. All such ~~limitation is exceeded,~~dividend payments will be made no later than March 15 of the ~~excess options shall be treated as non-qualified~~calendar year following the calendar year in which the right to the dividend payment becomes nonforfeitable.

Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock ~~options for federal income tax purposes.~~

~~7. Restricted Stock.~~

~~7.1 Grant~~certificates issued in respect of shares of Restricted ~~Stock.~~ ~~The Committee may award shares of restricted~~Stock, together with a stock ~~to such eligible participants as the Committee determines pursuant to the terms of~~ power endorsed in blank.

(iii)Section 3. An award of restricted stock shall be subject to such restrictions on transfer and forfeitability provisions and such other terms and conditions, including the attainment of specified performance goals, as the Committee may determine, subject to the provisions83(b) Election. If a Participant makes an election under Section 83(b) of the ~~Plan. To the extent restricted stock is intended~~Code to ~~qualify~~be taxed with respect to Shares of Restricted Stock as “performance-based compensation” under Section 162(m), it must be granted subject to the attainment of performance goals as described in Section 12 below and meet the additional requirements imposed by Section 162(m).

~~7.2 The Restricted Period.~~ At the time an award of restricted stock is made, the Committee shall establish a period of time during which the transfer of the shares of restricted stock shall be restricted and after which the shares of restricted stock shall be vested (the “Restricted Period”). Except for shares of restricted stock that vest based on the attainment of performance goals and except as provided in Section 5.3C., the Restricted Period shall be a minimum of three years, with incremental vesting of portions of the award over the three-year period permitted (provided, however, that no portion of the award may be scheduled to vest prior to the first anniversary of the date of grant). If the vesting of the shares of restricted stock is based upon the attainment of performance goals, a minimum Restricted Period of one year is allowed. Each award of restricted stock may have a different Restricted Period. The expirationtransfer of the Restricted ~~Period shall also occur~~Stock rather than as ~~provided~~of the date(s) on which such Restricted Stock would otherwise be taxable to the Participant under Section ~~13.3 in~~83(a) of the ~~event~~Code, the Participant shall be required to deliver a copy of ~~termination~~such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of ~~employment under~~ the ~~circumstances~~timely filing thereof with the Internal Revenue Service.

(c)Restricted Stock Units.

(i)Settlement. When a Restricted Stock Unit vests, the Participant will be entitled to receive from the Company one Share, an amount of cash or other property equal to the Fair Market Value of one Share on the settlement date or a combination of both, as the Administrator determines and as provided in the ~~Incentive Agreement and~~Award Agreement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in ~~the event~~a manner intended to comply with Section 409A.

(ii)Stockholder Rights. A Participant will have no rights of a ~~Change of Control~~stockholder with respect to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement of the ~~Company if so provided in the Incentive Agreement.~~Restricted Stock Unit.

~~7.3 Escrow.~~ ~~The participant receiving restricted stock shall enter into an Incentive Agreement with the Company setting forth the conditions of the grant. Any certificates representing shares of~~

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~~restricted stock shall~~7. Other Stock or Cash Based Awards; Dividend Equivalents.

(a) Other Stock or Cash Based Awards may be ~~registered~~granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the ~~name~~future and including annual or other period or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to the conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the ~~participant and deposited with~~Plan, the ~~Company, together with a stock power endorsed in blank by the participant. Each such certificate shall bear a legend in substantially the following form:~~

~~The transferability of this certificate and the shares of Common Stock represented by it are subject to~~Administrator will determine the terms and conditions ~~(including~~of each Other Stock or Cash Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, ~~of forfeiture) contained~~which will be set forth in the ~~Superior Energy Services, Inc. 2013~~applicable Award Agreement.

(b)Dividend Equivalents. If the Administrator provides, a grant of Restricted Stock ~~Incentive Plan, as it~~Units or an Other Stock Award may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be ~~amended (the “Plan”),~~paid currently or credited to an account for the Participant, settled in cash or Shares and ~~an agreement entered into between the registered owner and Superior Energy Services, Inc. thereunder. Copies of the Plan and the agreement are on file at the principal office of the Company.~~

Alternatively, in the discretion of the Company, ownership of the shares of restricted stock and the appropriate restrictions shall be reflected in the records of the Company’s transfer agent and no physical certificates shall be issued.

~~7.4 Dividends on Restricted Stock.~~ Any and all cash and stock dividends paid with respect to the shares of restricted stock shall be subject to any restrictions on transfer, forfeitability provisions or reinvestment requirements as the Committee may, in its discretion, prescribe in the Incentive Agreement. If the vesting of the shares of restricted stock is based upon the attainment of performance goals, any and all cash and stock dividends paid with respect to the shares of restricted stock shall be subject to the attainment of the performance goals applicable to the underlying shares of restricted stock.

~~7.5 Forfeiture.~~ In the event of the forfeiture of any shares of restricted stock under the terms provided in the Incentive Agreement (including any additional shares of restricted stock that may result from the reinvestment of cash and stock dividends, if so provided in the Incentive Agreement), such forfeited shares shall be surrendered and any certificates cancelled. The participants shall have the same rights and privileges, and be subject to the same ~~forfeiture provisions, with respect to any additional shares received pursuant to Section 13.5 due to a recapitalization or other change in capitalization.~~

~~7.6 Expiration of Restricted Period.~~ ~~Upon~~restrictions on transferability and forfeitability as the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to the restricted stock shall lapse and the number of shares of restricted stockAward with respect to which the ~~restrictions have lapsed shall be delivered, free of all such restrictions and legends, except any that may be imposed by law, to the participant or the participant’s estate, as the case may be.~~

~~7.7 Rights as a Stockholder.~~ ~~Subject to the terms and conditions of the Plan~~Dividend Equivalents are paid and subject to any restrictions on the receipt of dividends that may be imposed in the Incentive Agreement, each participant receiving restricted stock shall have all the rights of a stockholder with respect to shares of stock during the Restricted Period, including without limitation, the right to vote any shares of Common Stock.

~~8. Restricted Stock Units.~~

~~8.1 Grant of Restricted Stock Units~~. A restricted stock unit, or RSU, represents the right to receive from the Company on the respective scheduled vesting or payment date for such RSU, one share of Common Stock. An award of restricted stock units may be subject to the attainment of specified performance goals or targets, forfeitability provisions and such other terms and conditions as set forth in the ~~Committee~~Award Agreement. Notwithstanding anything to the contrary herein, Dividend Equivalents with respect to an Award with performance-based vesting that are based on dividends paid prior to the satisfaction of the applicable performance conditions shall only be paid out to the Participant to the extent that the performance-based vesting conditions are subsequently satisfied. All such Dividend Equivalent payments will be made no later than March 15 of the calendar year following the calendar year in which the right to the Dividend Equivalent payment becomes nonforfeitable, unless determined otherwise by the Administrator.

8. Adjustments for Changes in Common Stock and Certain Other Events.

(a) In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust each outstanding Award as it deems appropriate to effect the Equity Restructuring, which may ~~determine,~~include adjusting the number and type of securities subject to each outstanding Award and/or the ~~provisions~~Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8(a) will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.

(b) In the event that the Administrator determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), reorganization, merger, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the ~~Plan. To~~assets of the ~~extent~~Company, or sale or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, as determined by the Administrator, affects the Common Stock such that an ~~award~~adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of ~~restricted stock units is~~the benefits or potential benefits intended by the Company to ~~qualify~~be made available under the Plan or with respect to any Award, then the Administrator may, in such manner as ~~performance based compensation under Section 162(m),~~ it ~~must~~may deem equitable, adjust any or all of:

(i) the number and kind of Shares (or other securities or property) with respect to which Awards may be granted or awarded (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued and specifically including for the avoidance of doubt adjustments to the

(ii) individual award limitation set forth in Section 4(f));

(iii) the number and kind of Shares (or other securities or property) subject to ~~the attainment of performance goals as described in Section 12 and meet the additional requirements imposed by Section 162(m).~~outstanding Awards;

~~8.2 Vesting Period~~. ~~At the time an award of restricted stock units is made, the Committee shall establish a period of time during which the restricted stock units shall vest (the “Vesting Period~~”). Each award of restricted stock units may have a different Vesting Period. Except for restricted stock units that vest based on the attainment of performance goals and except as provided in Section 5.3C., a Vesting Period of at least three years is required, with incremental vesting of portions of the award over the three-year period permitted

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	ANNEX A

~~(provided, however, that no portion of~~(iv) the ~~award may be scheduled~~grant or exercise price with respect to vest prior to the first anniversary of the date of grant). If the vesting of the restricted stock units is based upon the attainment of performance goals, a minimum Vesting Period of one year is allowed. The acceleration of the expiration of the Vesting Period shall occur as provided under Section 13.3 in the event of termination of employment under the circumstances provided in the Incentive Agreementany Award; and ~~in the event of a Change of Control of the Company if so provided in the Incentive Agreement.~~

~~8.3 Dividend Equivalent Accounts~~. ~~Subject to~~(v) the terms and conditions of ~~this Plan~~any Awards (including, without limitation, any applicable financial or other performance “targets” specified in an Award Agreement).

(c) In the event of any transaction or event described in Section 8(b) hereof (including without limitation any Change in Control) or any unusual or nonrecurring transaction or event affecting the Company or the financial statements of the Company, or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and ~~the applicable Incentive Agreement,~~conditions as ~~well as any procedures established~~it deems appropriate, either by the ~~Committee,~~terms of the ~~Committee may determine~~Award or by action taken prior to ~~pay dividend equivalent rights~~the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to ~~RSUs,~~any Award granted or issued under the Plan, (y) to facilitate such transaction orevent or (z) give effect to such changes in ~~which case, unless determined by the Committee to be paid currently, the Company shall establish an account~~Applicable Laws or accounting principles:

(i) To provide for the ~~participant and reflect~~cancellation of any such Award in ~~that account any securities,~~exchange for either an amount of cash or other property ~~comprising any dividend or property distribution~~ with ~~respect~~a value equal to the ~~share~~amount that could have been obtained upon the exercise or settlement of ~~Common Stock underlying each RSU. The participant~~the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the vested portion of such Award may be terminated without payment;

(ii) To provide that such Award shall ~~have no rights~~vest and, to the ~~amounts~~extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or ~~other property credited to~~the provisions of such ~~account until~~Award;

(iii) To provide that such Award be assumed by the ~~applicable RSU vests. Notwithstanding~~successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the ~~above, if the vesting~~stock of the ~~RSUs is based upon the attainment of performance goals, any and all dividend equivalent rights~~successor or survivor corporation, or a parent or subsidiary thereof, with ~~respect~~appropriate adjustments as to the ~~RSUs shall be~~number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the Administrator;

(iv) To make adjustments in the number and type of Shares (or other securities or property) subject to ~~the attainment of the performance goals applicable to the underlying RSUs.~~

~~8.4 Rights as a Stockholder~~. ~~Subject to the restrictions imposed under~~outstanding Awards, and/or in the terms and conditions of ~~this Plan~~(including the grant or exercise price), and ~~subject to any~~the criteria included in, outstanding Awards;

(v) To replace such Award with other rights or property selected by the Administrator; and/or

(vi) To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

(d) Notwithstanding Section 8(b) or 8(c) above, if a Change in Control occurs and a Participant’s then-outstanding Awards are not continued, converted, assumed, or replaced with a substantially similar award by (i) the Company, or (ii) a successor entity or its parent or subsidiary (an “Assumption”), then immediately before the Change in Control such Awards will become fully vested, exercisable and payable, as applicable, and all forfeiture, repurchase and other restrictions ~~that may~~on such Awards will lapse. Such Awards will be ~~imposed~~canceled upon the Change in Control in exchange for the Incentive Agreement, each participant receiving restricted stock units shall have no rights as a stockholder with respect to such restricted stock units until such time as shares of Common Stock are issued to the participant.

~~9. Stock Appreciation Rights~~.

~~9.1 Grant of Stock Appreciation Rights.~~ ~~A stock appreciation right, or SAR, is a~~ right to receive ~~without payment~~the Change in Control consideration payable to the Company, a number of shares of Common Stock, cash or any combination thereof, the number or amount of which is determined pursuant to the formula set forth in Section 9.5. Each SAR granted by the Committee under the Plan shall be subject to the terms and conditions provided herein.

~~9.2 Number~~. ~~Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 13.5.~~

~~9.3 Duration and Time for Exercise~~. The term of each SAR shall be determined by the Committee, but shall not exceed a maximum term of ten years. Each SAR shall become exercisable at such time or times during its term as shall be determined by the Committee, provided that SARs granted to employees may not become fully exercisable prior to the third anniversary of the date of grant, with incremental vesting of portions of the award over the three-year period permitted (provided, however, that no portion of the award may be scheduled to vest prior to the first anniversary of the date of grant). Notwithstanding the foregoing, the Committee may at any time in its discretion accelerate the exercisability of any SAR.

~~9.4 Exercise~~. A SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs that the holder wishes to exercise. The date that the Company receives such written notice shall be referred to herein as the “~~Exercise Date~~.” The Company shall, within 30 days of an Exercise Date, deliver to the exercising holder the shares of Common Stock to which the holder is entitled pursuant to Section 9.5 or cash or both, as provided in the Incentive Agreement.

~~9.5 Payment~~. ~~The number of shares~~other holders of Common Stock, which ~~shall~~(A) may be ~~issuable upon the exercise~~on such terms and conditions generally applicable to holders of ~~a SAR payable in~~ Common Stock ~~shall be~~under the Change in Control documents (including any escrow, earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and (B) is determined ~~by dividing:~~

A. based on the number of ~~shares~~Shares subject to such Awards and net of ~~Common Stock as~~any applicable exercise price; provided that if any Awards constitute “nonqualified deferred compensation” not payable upon the Change in Control without the imposition of taxes under Section 409A, the timing of such payments will be governed by the Award Agreement (subject to any deferred consideration provisions under the Change in Control documents); and provided, further, that if the amount to which a Participant would be entitled upon the ~~SAR is exercised, multiplied by the amount~~settlement or exercise of the appreciation in each such share (for this purpose, the “appreciation” shall be the amount by which the Fair Market Value of a share of Common Stock subject to the SAR on the Exercise Date exceeds the “~~Base Price~~,” which is an amount, not less than the Fair Market Value of a share of Common Stock on the date of grant, which shall be determined by the Committee at the time of grant, subject to adjustment under Section 13.5); by

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B. such Award upon the ~~Fair Market Value~~Change in Control is zero or less, then such Award may be terminated without payment. The Administrator shall determine whether an Assumption of an Award has occurred in connection with a Change in Control.

(e) In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock, onincluding any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the ~~Exercise Date.~~

~~No fractional shares of Common Stock shall be issued upon~~Administrator may refuse to permit the exercise of ~~a SAR; instead,~~any Award for up to 60 days before or after such transaction.

(f) Except as expressly provided in the ~~holder of a SAR shall be entitled to purchase~~Plan or the ~~portion necessary to make a whole share at its Fair Market Value on~~Administrator’s action under the ~~Exercise Date.~~

~~9.6 No Dividend Equivalent Rights.~~ ~~Participants holding SARs shall not be entitled~~Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend ~~equivalent rights for~~payment, increase or decrease in the number of Shares of any ~~period of time prior to exercise~~class or dissolution, liquidation, merger, or consolidation of the ~~stock option.~~

~~10. Other Stock-Based Awards.~~

~~10.1 Grant of Other Stock-Based Awards~~. ~~Subject~~Company or other corporation. Except as expressly provided with respect to ~~the limitations described in~~an Equity Restructuring under Section ~~10.2 hereof, the Committee may grant to eligible participants “Other Stock-Based Awards,” which shall consist of awards (other than options, restricted stock, restricted stock units or SARs described in Sections 6 through 9 hereof) paid out in shares of Common Stock~~8(a) above or the ~~value of which is based in whole or in part on~~Administrator’s action under the ~~value~~Plan, no issuance by the Company of shares of ~~Common Stock. Other Stock-Based~~any class, or securities convertible into shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 8.

(g) No action shall be taken under this Section 8 which shall cause an Award to fail to comply with Section 409A of the Code or the Treasury Regulations thereunder, to the extent applicable to such Award.

9. General Provisions Applicable to Awards.

(a)Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise, in accordance with Applicable Laws (and subject to the applicable requirements for Shares underlying Awards to be registered on Form S-8 under the Securities Act), Awards may not be ~~awards of shares of Common Stock, awards of phantom stock or may be denominated or payable in, valued in whole or in part by reference to,~~sold, assigned, transferred, pledged or otherwise ~~based on~~encumbered, either voluntarily or ~~related~~by operation of law, except by will or the laws of descent and distribution, or, subject to ~~shares~~the Administrator’s consent, pursuant to a DRO, and, during the life of ~~or appreciation in~~ the ~~value of, Common Stock (including, without limitation, securities convertible or exchangeable into or~~Participant, will be exercisable ~~for shares of Common Stock), as deemed~~only by the ~~Committee consistent~~Participant. Any attempted sale, assignment, transfer, pledge, encumbrance or other disposition of an Award (or right or interest therein) that is not specifically permitted in accordance with this Section 9(a) shall be null and voidab initio and shall have no force or effect. References to a Participant, to the ~~purposes of~~extent relevant in this ~~Plan. The Committee shall determine~~context, will include references to a Participant’s authorized transferee that the Administrator specifically approves under Applicable Laws.

(b)Documentation. Each Award will be evidenced in an Award Agreement, as the Administrator determines. Each Award may contain terms and conditions ~~of any Other Stock-Based Award (including which rights of a stockholder, if any,~~in addition to those set forth in the ~~recipient shall have with respect to Common Stock associated with any such award) and may provide that such award is payable in whole or in part in cash. An Other Stock-Based~~Plan.

(c)Discretion. Except as the Plan otherwise provides, each Award may be ~~subject~~made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the ~~attainment~~Administrator need not treat Participants or Awards (or portions thereof) uniformly.

(d)Termination of ~~such specified performance goals~~Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence or ~~targets as the Committee may determine, subject to the provisions of this Plan. To~~any other change or purported change in a Participant’s Service Provider status affects an Award and the extent ~~that an Other Stock-Based Award is intended~~ to ~~qualify as “performance-based compensation” under Section 162(m), it must be granted subject to~~which, and the ~~attainment of performance goals as described in Section 12 below and meet the additional requirements imposed by Section 162(m).~~

~~10.2 Limitations.~~ ~~At the time an Other Stock-Based Award is granted, the Committee shall establish a~~ period ~~of time~~ during which, the ~~Other Stock-Based~~Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, ~~shall vest (the “Vesting Period”).~~if applicable.

(e)Withholding. Each ~~Other Stock-Based Award may have a different Vesting Period. Except for Other Stock-Based Awards that vest based on~~Participant must pay the attainment of performance goals and except as provided in Section 5.3C., a Vesting Period of at least three years is required, with incremental vesting of portions of the award over the three-year period permitted (provided, however, that no portion of the award may be scheduled to vest priorCompany, or make provision satisfactory to the ~~first anniversary~~Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of ~~grant). If~~ the ~~vesting of~~event creating the ~~Other Stock-Based Award is based upon the attainment of performance goals, a minimum Vesting Period of one year is allowed.~~

~~11. Cash-Based Performance Awards.~~ ~~The Committee may grant Incentives in the form of “Cash-Based Performance Awards~~” to eligible participants, which shall consist of the opportunity to earn cash awards based on performance. A Cash-Based Performance Award shall be subject to such terms and conditions, including the attainment of specified performance goals,tax liability. Except as the Committee may determine, subject to the provisions of the Plan. To the extent that a Cash-Based Performance Award is intended to qualify as “performance-based compensation” for purposes of Section 162(m), it must be made subject to the attainment of performance goals as described in Section 12 below and meet the additional requirements imposed by Section 162(m). At the time that a Cash-Based Performance Award is granted, the Committee shall establish the vesting criteria forCompany otherwise determines, all such ~~Incentive including, as applicable, the performance period and the time or times at which any payout shall be deemed vested and payable.~~

~~12. Performance Goals for Section 162(m) Awards.~~ To the extent that shares of restricted stock, restricted stock units, Other Stock-Based Awards or Cash-Based Performance Awards granted under the Plan are intended to qualify as “performance-based compensation” under Section 162(m), the vesting, grant or payment of such awards shall be conditioned on the achievement of one or more performance goals and must satisfy the other requirements of Section 162(m). The performance goals pursuant to which such awards shall vest, be granted or be paid out shall be any or a combination of the following performance measures applied to the Company, Superior, a division or a subsidiary: earnings per share; earnings before interest, taxes, depreciation

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~~SPN 2015 Proxy Statement~~

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	ANNEX A

and amortization (EBITDA); operating income; return on assets; an economic value added measure; stockholder return; earnings; stock price; return on equity; return on total capital; return on invested capital; return on invested capital relative to cost of capital; pre-tax income; safety performance; reduction of expenses; free cash flow or increasepayments will be made in cash ~~flow;~~ or ~~DSO (days sales outstanding) improvement. For any performance period, such performance objectives may be measured on an absolute basis or relative~~by check, payable to ~~a group of peer companies selected by~~ the ~~Committee, relative to internal goals or relative to levels attained in prior years. The performance goals may be subject to such adjustments as are specified in advance by the Committee.~~

~~13. General.~~

~~13.1 Duration.~~ No Incentives may be granted under the Plan after May 22, 2025; provided, however, that subject to Section 13.9, the Plan shall remain in effect after such date with respect to Incentives granted prior to that date until all such Incentives have either been satisfied by the issuance of shares of Common Stock or otherwise been terminated under the termsorder of the ~~Plan and all restrictions imposed on shares of Common Stock in connection with their issuance under~~Company. Notwithstanding the ~~Plan have lapsed.~~

~~13.2 Transferability.~~ ~~No Incentives granted hereunder~~foregoing, Participants may be transferred, pledged, assigned or otherwise encumbered by a participant except: (a) by will; (b) by the laws of descent and distribution; (c) if permitted by the Committee and so provided in the Incentive Agreement or an amendment thereto, pursuant to a domestic relations order, as defined in the Code; or (d) as to options only, if permitted by the Committee and so provided in the Incentive Agreement or an amendment thereto,satisfy such tax obligations (i) to Immediate Family Members, (ii) to a partnership in which the participant and/or Immediate Family Members, or entities in which the participant and/or Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole partners, (iii) to a limited liability company in which the participant and/or Immediate Family Members, or entities in which the participant and/or Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole members, or (iv) to a trust for the sole benefit of the participant and/or Immediate Family Members. “~~Immediate Family Members~~” shall be defined as the spouse and natural or adopted children or grandchildren of the participant and their spouses. To the extent that an incentive stock option is permitted to be transferred during the lifetime of the participant, it shall be treated thereafter as a nonqualified stock option. Any attempted assignment, transfer, pledge, hypothecation or other disposition of Incentives, or levy of attachment or similar process upon Incentives not specifically permitted herein, shall be null and void and without effect.

~~13.3 Effect of Termination of Employment or Death.~~ In the event that a participant ceases to be an employee of the Company or to provide services to the Company for any reason, including death, disability, early retirement or normal retirement, any Incentives may be exercised, shall vest or shall expire at such times as may be determined by the Committee and provided in the Incentive Agreement.

~~13.4 Additional Conditions.~~ Anything in this Plan to the contrary notwithstanding: (a) the Company may, if it shall determine it necessary or desirable for any reason, at the time of award of any Incentive or the issuance of any shares of Common Stock pursuant to any Incentive, require the recipient of the Incentive, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Incentive or the shares of Common Stock issued pursuant thereto for his own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Incentive or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Incentive, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part ~~unless such listing, registration, qualification, consent or approval shall have been effected or obtained free~~by delivery of ~~any conditions not~~Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, and (ii) if there is a public market for Shares at the time the tax obligations are satisfied (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the ~~Company.~~

~~13.5 Adjustment.~~ InCompany to deliver promptly to the ~~event~~Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding;provided,however, that if the Participant makes an election under Section 83(b) of the Code with respect to Shares of Restricted Stock, then such Participant may not satisfy tax obligations relating to such Restricted Stock in accordance with this sentence. If any tax withholding obligation will be satisfied under clause (i) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence. The Company may, to the extent Applicable Laws permit, deduct an amount sufficient to satisfy such tax obligations from any payment of any ~~recapitalization, reclassification,~~kind otherwise due to a Participant.

(f)Amendment of Award. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the Administrator determines that the action, taking into account any related action, would not materially and adversely affect the Participant, or (ii) the change is permitted under Section 8 or pursuant to Section 9(i) or Section 10(f).

(g)Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock ~~dividend,~~exchange or stock ~~split,~~market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

(h)Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.

(i)Prohibition on Repricing. Subject to Section 8, the Administrator shall not, without the approval of the stockholders of the Company, (i) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or (ii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 8, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding Award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award.

(j)Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination ~~of shares or other similar change in the Common Stock, the number of shares of Common~~thereof.

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2016 SPN ~~2015~~ Proxy Statement


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(k)Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary, but subject to Section 8 above, with respect to Awards of Other Stock ~~then~~or Cash Based Awards that are denominated in Shares, Restricted Stock, Restricted Stock Units, Options and Stock Appreciation Rights issued pursuant to the Plan, no portion of such Awards shall vest prior to the first (1st) anniversary of the applicable grant date (and, for the avoidance of doubt, with respect to any such Award subject to performance-based vesting, the applicable performance period may be no shorter than one (1) year);provided,however, that, notwithstanding the foregoing, (i) the Administrator may provide that such one-year vesting restrictions may lapse or be waived upon the Participant’s Termination of Service due to death, retirement or disability and/or in connection with a Change in Control, and (ii) subject to Section 4(f) above, Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock or Cash Based Awards that are denominated in Shares and cover, in the aggregate, no more than five percent (5%) of the shares subject to the Share Limit may be granted to any one or more Participants without respect to such minimum vesting requirement.

(l)Payments. Notwithstanding anything herein to the contrary, no Participant who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, ~~including shares subject~~or continue any extension of credit with respect to ~~outstanding Incentives,~~such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

10. Miscellaneous.

(a) No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any ~~and all~~ other ~~limitations~~relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.

(b) No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, ~~limiting~~unless the number of shares of Common Stock that may be issued hereunder shall be adjusted in proportion to the change in outstanding shares of Common Stock (including but not limited to adjustments of the authorized Plan and award limits set forth in Section 5 and of the manner and ratio by which Incentives other than stock options and SARs are counted under the Plan). In the event of any such adjustments, the exercise price of any option, the Base Price of any SAR and the performance objectives of any Incentive, shall also be adjusted as and to the extent appropriate, in the reasonable discretion of the Committee, to provide participants with the same relative rights before and after such adjustment. No substitutionAdministrator otherwise determines or ~~adjustment shall~~Applicable Laws require, the Company will not be required to ~~issue a fractional share~~deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.

(c) Effective Date and Term of Plan. The Plan will become effective on the date on which it is approved by the Company’s stockholders (the “Effective Date”), provided that the Plan is adopted by the Board prior to such stockholder approval. The Plan shall be submitted for approval of the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan. As of the Effective Date, no further awards may be granted under the Prior Plan; however, any awards under the Prior Plan that are outstanding as of the Effective Date shall continue to be subject to the terms and conditions of the Prior Plan. No Awards may be granted under the Plan after ten years from the earlier of (i) the date the Board adopted the Plan or (ii) the date the Company’s stockholders approved the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan.

(d) Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the ~~substitution~~Award Agreement, as in effect before such suspension or ~~adjustment shall~~termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws. For the avoidance of doubt, the Administrator may not, except as provided in Section 8(b), increase the limit imposed in Section 4(a) on the maximum number of Shares which may be ~~limited by deleting any fractional share.~~

~~13.6 Withholding.~~

A. ~~The Company shall have the right to withhold from any payments made or stock~~ issued under the Plan or ~~to collect as a condition of payment, issuance or vesting, any taxes required by law to be withheld. At any time that a participant is required to pay to~~ the ~~Company an amount required to be withheld under applicable income tax laws~~Individual Award Limitations imposed in ~~connection with an Incentive, the participant may, subject to disapproval by the Committee, satisfy this obligation in whole or in part by electing (the “Election~~”) to deliver currently owned shares of Common Stock or to have the Company withhold shares of Common Stock, in each case having a value equal to the minimum statutory amount required to be withheld under federal, state and local law. The value of the shares to be delivered or withheld shall be based on the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined (“~~Tax Date”).~~

B. Each Election must be made prior to the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right to make Elections, or may provide with respect to any Incentive that the right to make Elections shall not apply to such Incentive. If a participant makes an election under Section ~~83(b) of the Code with respect to shares of restricted stock, an Election to have shares withheld to satisfy withholding taxes is not permitted to be made.~~

~~13.7 No Continued Employment.~~ No participant under the Plan shall have any right, because of his or her participation, to continue in the employ of the Company for any period of time or to any right to continue his or her present or any other rate of compensation.

~~13.8 Deferral Permitted.~~ ~~Payment of an Incentive may be deferred at the option of the participant if permitted in the Incentive Agreement. Any deferral arrangement shall comply with Section 409A of the Code.~~

~~13.9 Amendments to or Termination of the Plan.~~ ~~The Board may amend or discontinue this Plan at any time; provided, however, that no such amendment may:~~

A. ~~materially revise the Plan~~4(f) without ~~the~~ approval of the stockholders. A material revision of the Plan includes (i) except for adjustments permitted herein, a material increase to the maximum number of shares of Common Stock that may be issued through the Plan, (ii) a material increase to the benefits accruing to participants under the Plan, (iii) a material expansion of the classes of persons eligible to participate in the Plan, (iv) an expansion of the types of awards available for grant under the Plan, (v) a material extension of the term of the Plan and (vi) a material change that reduces the price at which shares of Common Stock may be offered through the Plan;Company’s stockholders given within twelve (12) months before or after such action.

B. ~~amend Section 6.6 to permit repricing of options or SARs without the approval of stockholders; or~~

C. ~~materially impair, without the consent of the recipient, an Incentive previously granted, except that the Company retains all of its rights under Section 13.10.~~

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~~SPN 2015 Proxy Statement~~

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	ANNEX A

~~13.10 Change~~(e) Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of ~~Control.~~such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

A. ~~A “Change of Control” shall mean:~~(f) Section 409A.

(i) General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the ~~acquisition by~~Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10(f) or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant, “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

(ii) Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of ~~beneficial ownership~~such Award upon a termination of ~~50%~~a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or ~~more~~after the termination of the outstanding shares of the Common Stock or 50% or more of the combined voting power of Superior’s then outstanding securities entitled to vote generally in the election of directors; provided, however, that forParticipant’s Service Provider relationship. For purposes of this ~~subsection (i),~~Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”

(iii) Payments to Specified Employees. Notwithstanding any contrary provision in the ~~following acquisitions shall not constitute~~Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a ~~Change of Control:~~

~~(a) any acquisition (other than a Business Combination~~“specified employee” (as defined ~~below) which constitutes a Change of Control~~ under Section ~~13.10A.(iii) hereof)~~409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of ~~Common Stock directly~~the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the ~~Company,~~specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

~~(b)~~(g) Limitations on Liability. Notwithstanding any ~~acquisition~~other provisions of ~~Common Stock by~~ the ~~Company,~~

~~(c) any acquisition~~Plan, no individual acting as a director, officer, other employee or agent of ~~Common Stock by any employee benefit plan (or related trust) sponsored or maintained by~~ the Company will be liable to any Participant, former Participant, spouse or beneficiary for any claim, loss, liability, or expense incurred in connection with the Plan or any ~~corporation controlled by the Company, or~~

~~(d) any acquisition of Common Stock by any corporation or other entity pursuant to a Business Combination that does~~Award, and such individual will not ~~constitute a Change of Control under Section 13.10A.(iii) hereof; or~~

~~(ii) individuals who, as of January 1, 2013, constituted the Board of Directors of Superior (the “Incumbent Board~~”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by Superior’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be ~~considered a member of the Incumbent Board, unless such individual’s initial assumption of office occurs as a result of an actual or threatened election contest~~personally liable with respect to the ~~election or removal~~Plan because of ~~directors~~any contract or other ~~actual~~instrument executed in his or ~~threatened solicitation~~her capacity as an Administrator, director, officer, other employee or agent of ~~proxies or~~the Company.

(h) Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents ~~by or on behalf of a person other than~~to the ~~Incumbent Board; or~~

~~(iii) consummation of a reorganization, share exchange, merger or consolidation (including any such transaction involving any direct or indirect subsidiary of Superior) or sale~~collection, use and transfer, in electronic or other ~~disposition~~form, of ~~all or substantially all of the assets of~~personal data as described in this paragraph by and among the Company ~~(a “Business Combination”); provided, however, that in no such case shall any such transaction constitute a Change of Control if immediately following such Business Combination:~~

~~(a)~~and its Subsidiaries and affiliates exclusively for implementing, administering and managing the ~~individuals and entities who were the beneficial owners of Superior’s outstanding Common Stock and Superior’s voting securities entitled to vote generally~~Participant’s participation in the ~~election of directors immediately prior to such Business Combination have direct~~Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or indirect beneficial ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generallyother identification number; salary; nationality; job title(s); any Shares held in the ~~election of directors of~~Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the ~~surviving or successor corporation, or, if applicable, the ultimate parent company thereof~~Plan and Awards (the “~~Post-Transaction Corporation~~Data”),. The Company and its Subsidiaries and

(b) except to the extent that such ownership existed prior to the Business Combination, no person (excluding the Post-Transaction Corporation and any employee benefit plan or related trust of either Superior, the Post-Transaction Corporation or any subsidiary of either corporation) beneficially owns, directly or indirectly, 25% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 25% or more of the combined voting power of the then outstanding voting securities of such corporation, and

(c) at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

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2016 SPN ~~2015~~ Proxy Statement


			ANNEX A

~~(iv) approval~~affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10(h) in writing, without cost, by contacting the ~~stockholders~~local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 10(h). For more information on the consequences of ~~Superior~~refusing or withdrawing consent, Participants may contact their local human resources representative.

(i) Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

(j) Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.

(k) Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the Commonwealth of Delaware, disregarding any state’s choice-of-law principles requiring the application of a ~~complete liquidation or dissolution~~jurisdiction’s laws other than the Commonwealth of ~~Superior.~~Delaware.

~~For purposes of this Section 13.10, the term “person” shall mean a natural person or entity, and shall also mean the group or syndicate created when two or more persons act as a syndicate~~(l) Claw-back Provisions. All Awards (including any proceeds, gains or other ~~group (including, without limitation, a partnership~~economic benefit the Participant actually or ~~limited partnership) for~~constructively receives upon receipt or exercise of any Award or the ~~purpose~~receipt or resale of ~~acquiring, holding,~~any Shares underlying the Award) will be subject to any Company claw-back policy implemented to the comply with Applicable Laws, including any claw-back policy adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or ~~disposing of a security, except that “person” shall not include an underwriter temporarily holding a security pursuant to an offering~~regulations promulgated thereunder, as set forth in such claw-back policy or the Award Agreement.

(m) Titles and Headings. The titles and headings of the ~~security.~~Sections in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

B. ~~Upon a Change of Control~~(n) Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

(o) Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the ~~type described in clause A.(i)~~Company or ~~A.(ii) of this Section 13.10 or immediately prior to~~ any ~~Change of Control of the type described in clause A.(iii) or A.(iv) of this Section 13.10, and if determined by the Committee and so~~Subsidiary except as expressly provided in ~~the Incentive Agreement, all outstanding stock options, SARs, and~~writing in such other Incentives in the nature of rights that may be exercised shall become fully exercisable, and all time-based vesting restrictions on outstanding Incentives shall lapse. Further, except as otherwise provided in the Incentive Agreementplan or ~~any other Plan document governing~~ an Incentive, the target payout opportunities attainable under all outstanding performance-based Incentives shall be deemed to have been fully earned as of the effective date of the Change of Control based upon an assumed achievement of all relevant performance goals at the “target” level and there shall be pro rata payout to participants within thirty (30) days following the effective date of the Change of Control (or any later date required by pursuant to agreement thereunder.

(p) Section 13.15) based upon the length of time within the performance period that has elapsed prior to the Change of Control. As used in the immediately preceding sentence and subject to Section 13.15, ‘immediately prior’ to the Change of Control shall mean sufficiently in advance of the Change of Control to permit the grantee to take all steps reasonably necessary (i) if an optionee, to exercise any such option fully and (ii) to deal with the shares purchased or acquired under any such option or other Incentive and any formerly restricted shares on which restrictions have lapsed so that all types of shares may be treated in the same manner in connection with the Change of Control as the shares of Common Stock of other stockholders.

C. No later than 30 days after a Change of Control of the type described in subsections A.(i) or A.(ii) of this Section 13.10 and no later than 30 days after the approval by the Board of a Change of Control of the type described in subsections A.(iii) or A.(iv) of this Section 13.10, the162(m). The Committee, ~~acting~~ in its sole discretion, without the consent or approval of any participant (and notwithstanding any removal or attempted removal of some or all of the members thereof as directors or Committee members), may act to effect one or more of the alternatives listed below, which may vary among individual participants and which may vary among Incentives held by any individual participant:

(i) require that all outstanding options, SARs or Other Stock-Based Awards be exercised on or before a specified date (before or after such Change of Control) fixed by the Committee, after which specified date all unexercised options, SARs and Other Stock-Based Awards and all rights of participants thereunder shall terminate,

~~(ii) make such equitable adjustments to Incentives then outstanding as the Committee deems appropriate to reflect such Change of Control (provided, however, that the Committee~~ may determine ~~in its sole discretion that no adjustment~~at the time an Award is ~~necessary),~~granted or at any time thereafter whether such Award is intended to qualify as “performance based

(iii) provide for mandatory conversion of some or all of the outstanding options, SARs, restricted stock units, or Other Stock-Based Awards held by some or all participants as of a date, before or after such Change of Control, specified by the Committee, in which event such options, SARs, restricted stock units and Other Stock-Based Awards shall be deemed automatically cancelled and the Company shall pay, or cause to be paid, to each such participant an amount of cash per share equal to the excess, if any, of the Change of Control Value of the shares subject to such option, SAR, restricted stock unit or Other Stock-Based Award, as defined and calculated below, over the exercise price of such options or the exercise or base price of such SARs, restricted stock units or Other Stock-Based Awards or, in lieu of such cash payment, the issuance of Common Stock or securities of an acquiring entity having a Fair Market Value equal to such excess; provided, however, that no such mandatory conversion shall occur if it would result in the imposition of a penalty on the participant under Section 409A of the Code as a result of such cash payment or issuance of securities, or

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	ANNEX A

~~(iv) provide~~compensation” within the meaning of Section 162(m) of the Code (“Performance-Based Compensation”). For the avoidance of doubt, nothing herein shall require the Committee to structure any awards in a manner intended to constitute Performance-Based Compensation and the Administrator shall be free, in its sole discretion, to grant Awards that ~~thereafter, upon~~are not intended to be Performance-Based Compensation. Notwithstanding any ~~exercise~~other provision of the Plan and except as otherwise determined by the Administrator, any Award which is granted to a Participant who is or ~~payment~~could become a “covered employee” within the meaning of ~~an Incentive~~Section 162(m) of the Code (a “Covered Employee”) and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code or any regulations or rulings issued thereunder that ~~entitles~~are requirements for qualification as Performance-Based Compensation, and the ~~holder~~Plan and the applicable program and Award Agreement shall be deemed amended to the extent necessary to conform to such requirements. In addition, Awards of Restricted Stock, Restricted Stock Units and Other Stock or Cash Based Awards that are intended to qualify as Performance-Based Compensation shall be subject to the following provisions, which shall control over any conflicting provision in the Plan or any Award Agreement:

(i) To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, no later than ninety (90) days following the commencement of any Performance Period or any designated fiscal period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Committee shall, in writing, (A) designate the Participant to receive ~~Common Stock,~~such Award (B) select the ~~holder~~Performance Criteria applicable to the performance period, (C) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria, and (D) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period.

(ii) Following the completion of each Performance Period, the Committee shall ~~be entitled to purchase or receive under such Incentive~~certify in ~~lieu of~~writing whether and the ~~number of shares of Common Stock then covered by Incentive, the number and class of shares of stock or other securities or property (including, without limitation, cash)~~extent to which the ~~holder would~~applicable Performance Goals have been ~~entitled pursuant~~achieved for such Performance Period. In determining the amount earned under such Awards, the Committee shall have the right to reduce or eliminate (but not to increase) the ~~terms~~amount payable at a given level of performance to take into account additional factors that the ~~agreement providing~~Committee may deem relevant, including the assessment of individual or corporate performance for the reorganization, share exchange, merger, consolidation or asset sale, if, immediately prior to such Change of Control, the holder had been the record owner of the number of shares of Common Stock then covered by such Incentive.

D. ~~For the purposes of paragraph (iii) of Section 13.10C., the “Change of Control Value” shall equal the amount determined by whichever of the following items is applicable:~~

~~(i) the per share price to be paid to stockholders of Superior in any such merger, consolidation or other reorganization,~~

~~(ii) the price per share offered to stockholders of Superior in any tender offer or exchange offer whereby a Change of Control takes place,~~Performance Period.

(iii) ~~in all other events, the Fair Market Value per share of Common Stock into which such options being converted are exercisable, as determined~~Unless otherwise specified by the Committee asat the time of grant, the ~~date determined by the Committee~~Performance Criteria with respect to an Award intended to be ~~the date of conversion of such options, or~~

~~(iv) in the event that the consideration offered~~Performance-Based Compensation payable to stockholders of Superior in any transaction described in this Section 13.10 consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered that is other than cash.

~~13.11 Definition of Fair Market Value~~. ~~Whenever “Fair Market Value” of Common Stock~~a Covered Employee shall be determined ~~for purposes~~on the basis of ~~this~~Applicable Accounting Standards.

(iv) No adjustment or action described in Section 8 or in any other provision of the Plan ~~except so provided below in connection with a cashless exercise through a broker, it~~ shall be ~~determined~~authorized to the extent that such adjustment or action would cause such Award to fail to so qualify as ~~follows: (i) if~~Performance-Based Compensation, unless the Administrator determines that the Award should not so qualify.

11. Definitions. As used in the Plan, the following words and phrases will have the following meanings:

(a) “Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.

(b) “Applicable Accounting Standards” means the U.S. Generally Accepted Accounting Principles, International Financial Reporting Standards or other accounting principles or standards applicable to the Company’s financial statements under U.S. federal securities laws.

(c) “Applicable Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is listed ~~on an established stock exchange~~ or ~~any automated quotation system that provides sale quotations, the closing sale price for a share of the Common Stock on such exchange or quotation system on~~quoted and the applicable date, or if no sale of the Common Stock shall have been made on that day, on the next preceding day on which there was a sale of the Common Stock; (ii) if the Common Stock is not listed on any exchange or quotation system, but bidlaws and asked prices are quoted and published, the mean between the quoted bid and asked prices on the applicable date, and if bid and asked prices are not available on such day, on the next preceding day on which such prices were available; and (iii) if the Common Stock is not regularly quoted, the fair market value of a share of Common Stock on the applicable date as established by the Committee in good faith. In the context of a cashless exercise through a broker, the “Fair Market Value” shall be the price at which the Common Stock subject to the stock option is actually sold in the market to pay the option exercise price.

~~13.12 Recovery Policy~~. Each Incentive Agreement shall contain a provision permitting the Company to recover any Incentive granted under the Plan if (i) the Company’s financial statements are required to be restated at any time within the three-year period following the final payout of the Incentive and the participant is determined to be responsible, in whole or in part, for the restatement, or (ii) the Incentive is subject to any clawback policies the Company may adopt in order to conform to the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any resulting rules ~~issued by the SEC or national securities exchanges thereunder. All determinations regarding the applicability of these provisions shall be in the discretion of the Committee.~~

~~13.13 No Trust or Fund Created~~. ~~Neither the Plan nor any Incentive shall create or be construed to create a trust or separate fund~~ of any ~~kind~~foreign country or ~~a fiduciary relationship between the Company and a participant or any~~ other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Incentive, such right shall be no greater than the right of any unsecured general creditor of the Company.jurisdiction where Awards are granted.

~~13.14 Participants Outside the United States~~. ~~Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company operates or has~~

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2016 SPN ~~2015~~ Proxy Statement


			ANNEX A

~~employees, consultants~~(d) “Award” means, individually or ~~advisors,~~collectively, a grant under the ~~Committee, in its sole discretion, shall have the power and authority to (a) determine~~Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Other Stock or Cash Based Awards.

(e) “Award Agreement” means a written agreement evidencing an Award, which ~~persons employed outside the United States are eligible to participate in the Plan; (b) amend or vary the~~may be electronic, that contains such terms and ~~provisions of~~conditions as the ~~Plan~~Administrator determines, consistent with and subject to the terms and conditions of ~~any Incentive granted to persons who reside outside~~ the ~~United States; (c) establish subplans and modify exercise procedures and other terms and procedures~~Plan.

(f) “Board” means the Board of Directors of the Company.

(g) “Change in Control” means:

(i) a transaction or series of transactions (other than an offering of Common Stock to the ~~extent~~general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or

related “group” of “persons” (as such ~~actions may be necessary~~terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or ~~advisable;~~indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and ~~(d) take~~13d-5 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition;provided,however, that the following acquisitions shall not constitute a Change in Control: (w) any ~~action, before~~acquisition by the Company or ~~after~~any of its Subsidiaries; (x) any acquisition by an ~~Incentive is granted, that it deems advisable to obtain~~employee benefit plan maintained by the Company or ~~comply~~any of its Subsidiaries, (y) any acquisition which complies with subsections (iii)(A), (iii)(B) or (iii)(C); or (z) in respect of an Award held by a particular Participant, any acquisition by the Holder or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant); or

(ii) during any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together with any ~~necessary local government regulatory exemptions~~new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsection (i) or ~~approvals.~~

~~13.15 Section 409A~~(ii) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the ~~Code~~.

A. ~~It is intended that~~Directors then still in office who either were Directors at the ~~payments and benefits provided under the Plan and any Incentive shall either be exempt from the application of, or comply with, the requirements of Section 409A~~beginning of the ~~Code. The Plan and~~two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(iii) the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all ~~Incentive Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment~~or substantially all of the ~~benefits provided under~~Company’s assets in any single transaction or series of related transactions or (z) the ~~Plan~~acquisition of assets or ~~any Incentive is not warranted~~stock of another entity, in each case other than a transaction:

(A) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or ~~guaranteed. Neither~~by being converted into voting securities of the Company ~~its Affiliates nor their respective directors, officers, employees~~ or ~~advisers (other than in his or her capacity as a participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any participant or other taxpayer~~the person that, as a result of the ~~Plan~~transaction, controls, directly or ~~any Incentive.~~

B. ~~Notwithstanding anything in~~indirectly, the ~~Plan~~Company or ~~in any Incentive Agreement~~owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the ~~contrary, to~~business of the ~~extent~~Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(B) after which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity;provided,however, that ~~any amount~~no person or ~~benefit that would constitute non-exempt “deferred compensation”~~group shall be treated for purposes of ~~Section 409A~~this clause (B) as beneficially owning fifty percent (50%) or more of the ~~Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) would be effected, under the Plan or any Incentive Agreement by reason~~combined voting power of the ~~occurrence~~Successor Entity solely as a result of ~~a Change of Control, or~~ the ~~participant’s disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable~~voting power held in the Company prior to the participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change of Control, disability or separation from service meet any description or definition of “change in control event,” “disability” or “separation from service,” as the case may be, in Section 409Aconsummation of the ~~Code~~transaction; and ~~applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit~~

(C) after which at least a majority of the ~~vesting~~members of ~~any Incentive upon a Change~~the board of ~~Control, disability or separation from service, however defined. If this provision prevents~~directors (or the ~~payment or distribution~~analogous governing body) of ~~any amount or benefit, or~~ the ~~application of a different form of payment of any amount or benefit, such payment or distribution shall be made~~Successor Entity were Board members at the time ~~and in~~of the ~~form that would have applied absent~~Board’s approval of the ~~Change~~execution of ~~Control, disability~~the initial agreement providing for such transaction; or ~~separation from service, as applicable.~~


2016 SPN Proxy Statement				A-13


	ANNEX A

(iv) The date which is ten (10) business days prior to the completion of a liquidation or dissolution of the Company.

Notwithstanding the foregoing, if a Change in Control would trigger a payment or settlement event for any Award that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) to trigger the payment or settlement event for such Award, to the extent required by Section 409A.

(h) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

(i) “Committee” means one or more committees or subcommittees comprised of one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan. To the extent an Award is intended to qualify as “performance based compensation” within the meaning of Code Section 162(m), it is intended that each member of the Committee will be an “outside director” within the meaning of Code Section 162(m).

(j) “Common Stock” means the common stock of the Company, par value $0.001 per share.

(k) “Company” means Superior Energy Services, Inc. or any successor.

(l) “Consultant” means any person, including any adviser, engaged by the Company or any Subsidiary to render services to such entity if the consultant or adviser: (i) rendersbona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.

(m) “Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.

(n) “Director” means a Board member.

(o) “Dividend Equivalents” means a right granted to a Participant under Section 7(b) to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

(p) “DRO” means a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

(q) “Employee” means any employee of the Company or its Subsidiaries.

(r) “Equity Restructuring” means, as the Administrator determines, a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, affecting the Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causing a change in the per share value of the Common Stock underlying outstanding Awards.

(s) “Exchange Act” means the Securities Exchange Act of 1934, as amended.


A-14		2016 SPN Proxy Statement


			ANNEX A

(t) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the first market trading day immediately before such date during which a sale occurred, as reported inThe Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the date immediately before such date on which sales prices are reported, as reported inThe Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Common Stock, the Administrator will determine the Fair Market Value in its discretion.

(u) “Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its Subsidiary or parent corporation, as defined in Section 424(e) and (f) of the Code, respectively.

(v) “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

(w) “Non-Qualified Stock Option” means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option.

(x) “Option” means an option to purchase Shares.

(y) “Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise denominated in, based on or linked to, Shares or other property.

(z) “Participant” means a Service Provider who has been granted an Award.

(aa) “Performance Criteria” means mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period, which may include the individual criteria listed below. For Awards of Restricted Stock, Restricted Stock Units and Other Stock or Cash Based Awards that are intended to qualify as “performance based compensation” within the meaning of Code Section 162(m), the Performance Criteria shall be determined as follows:

(i) The Performance Criteria used to establish Performance Goals are limited to the following: (A) earnings before or after deduction for all or any portion of interest, taxes, depreciation, and amortization (EBITDA) and/or any unusual or non-recurring events, whether or not on a continuing operations or an aggregate or per share basis; (B) one or

(ii) more operating ratios or metrics; (C) free cash flow or increases in cash flow; (D) borrowing levels, leverage ratios or credit rating; (E) operating or pre-tax income; (F) return on equity, invested capital or assets, whether or not relative to cost of capital; (F) an economic value added measure; (G) stockholder return or stockholder value; (H) stock price; (I) days sales outstanding and/or collection of outstanding accounts or debts; (J) sales of particular services or products, including rentals; (K) safety, health or environmental performance; (L) expense or cost targets; (M) customer acquisition or retention; (N) compliance, acquisitions and divestitures (in whole or in part); (O) gross or operating margins; or (P) any combination of the foregoing, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators.

(iii) The Administrator may, in its sole discretion, but within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code, provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include one or more of the following: (A) items related to a change in accounting principle; (B) items relating to financing activities; (C) expenses for restructuring or productivity initiatives; (D) other non-operating items; (E) items related


2016 SPN Proxy Statement				A-15


	ANNEX A

to acquisitions; (F) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (G) items related to the disposal of a business or segment of a business; (H) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (I) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (J) any other items of significant income or expense which are determined to be appropriate adjustments; (K) items relating to unusual or extraordinary corporate transactions, events or developments; (L) items related to amortization of acquired intangible assets; (M) items that are outside the scope of the Company’s core, on-going business activities; (N) items related to acquired in-process research and development; (O) items relating to changes in tax laws; (P) items relating to major licensing or partnership arrangements; (Q) items relating to asset impairment charges or other non-cash charges; (R) items relating to gains or losses for litigation, arbitration and contractual settlements; (S) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; or (T) items relating to any other unusual or nonrecurring events or changes in Applicable Law, accounting principles or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

(bb) “Performance Goals” shall mean, for a Performance Period, one or more goals established by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, Performance Goals may be expressed in terms of overall Company performance or the performance of a Subsidiary, division, operating or business unit, or an individual.

(cc) “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, an Award.

(dd) “Plan” means this 2016 Incentive Award Plan.

(ee) “Prior Plan” means the Company’s Amended and Restated 2013 Stock Incentive Plan.

(ff) “Restricted Stock” means Shares awarded to a Participant under Section 5(f) subject to certain vesting conditions and other restrictions.

(gg) “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such payment date, subject to certain vesting conditions and other restrictions.

(hh) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.

(ii) “Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.

(jj) “Securities Act” means the Securities Act of 1933, as amended.

(kk) “Service Provider” means an Employee, Consultant or Director.

(ll) “Shares” means shares of Common Stock.

(mm) “Stock Appreciation Right” means a stock appreciation right granted under Section 5.

(nn) “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last


A-16		2016 SPN ~~2015~~ Proxy Statement


			ANNEX A

entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

(oo) “Termination of Service” means the date the Participant ceases to be a Service Provider.

* * *


2016 SPN Proxy Statement		~~A-13~~		A-17

LOGO

~~SUPERIOR~~
~~ENERGY SERVICES~~Superior Energy Services, Inc.
1001 Louisiana Street, Suite 2900
Houston, TX 77002
713-654-2200
www.superiorenergy.com

0 ¢

SUPERIOR ENERGY SERVICES, INC.

1001 LOUISIANA STREET

HOUSTON, TEXAS 77002

YOUR PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS ON MAY ~~22, 2015.~~24, 2016.

By signing this proxy card, you revoke all prior proxies and appoint Porter Nolan, with full power of substitution, to represent you and to vote your shares on the matters shown on the reverse side of this proxy card at our annual meeting of stockholders to be held at 9:00 a.m. Central Time on ~~Friday,~~Tuesday, May ~~22, 2015,~~24, 2016, at our headquarters located at 1001 Louisiana Street, Houston, Texas 77002 and any adjournments thereof. To obtain directions to our headquarters, please contact us at (713) 654-2200.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)


¢1.1		14475 ¢

ANNUAL MEETING OF STOCKHOLDERS OF

SUPERIOR ENERGY SERVICES, INC.

May ~~22, 2015~~24, 2016

SUBMITTING YOUR PROXY AND VOTING INSTRUCTIONS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY ~~22, 2015~~24, 2016

The accompanying proxy statement and the ~~2014~~2015 annual report are available

at https://materials.proxyvote.com/868157

iPlease detach along perforated line and mail this proxy card in the envelope providedIF you are not submitting your proxy and voting instructions via the Internet.i

~~20833330000000000000 2~~20833030000000000000 8

~~052215~~052416

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSALS 1, 2, 3 ~~and~~AND 4.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTING INSTRUCTIONS IN BLUE OR BLACK INK AS SHOWN HERE x.

FOR

AGAINST

ABSTAIN

1. Election of the eight director nominees.

NOMINEES:

2. Approval, on an advisory basis, of the compensation of our named executive ~~officers.~~officers as disclosed in the accompanying proxy statement.

FOR ALL NOMINEES

WITHHOLD AUTHORITY

FOR ALL NOMINEES

FOR ALL EXCEPT

(See instructions below)

O Harold J. Bouillion

O David D. Dunlap

O James M. Funk

O Terence E. Hall

O Peter D. Kinnear

O Janiece M. Longoria

O Michael M. McShane

O W. Matt Ralls

~~O Justin L. Sullivan~~

3. Adoption of the ~~Amended~~2016 Incentive Award Plan which provides for the grant of equity-based incentives to our employees and ~~Restated 2013 Stock Incentive Plan.~~directors, as more fully disclosed in the accompanying proxy statement.

4. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for ~~2015.~~2016.

IF YOU WISH YOUR SHARES TO BE VOTED ON ALL MATTERS AS ~~OUR~~SUPERIOR’S BOARD OF DIRECTORS RECOMMENDS, ~~SIMPLY SIGN, DATE AND RETURN THIS PROXY CARD.~~OR IF YOU WISH YOUR SHARES TO BE VOTED AS YOU SPECIFY ON A MATTER OR ALL MATTERS, PLEASE ~~ALSO~~ MARK THE APPROPRIATE BOXES ON THIS ~~PROXY CARD.~~VOTING INSTRUCTION CARD, SIGN, DATE AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.

THE PROXIES WILL VOTE YOUR SHARES: (1) AS YOU SPECIFIED, (2) AS OUR BOARD OF DIRECTORS RECOMMENDS WHERE YOU DO NOT SPECIFY YOUR VOTE ON A MATTER, AND (3) AS THE PROXIES DECIDE ON ANY OTHER MATTER PROPERLY COMING BEFORE THE ANNUAL MEETING.

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: l

THE STOCKHOLDER OF RECORD WILL VOTE YOUR SHARES AS YOU SPECIFIED ON THIS VOTING INSTRUCTION CARD; HOWEVER, IF NO VOTING INSTRUCTIONS ARE INDICATED ON THIS VOTING INSTRUCTION CARD, THE STOCKHOLDER OF RECORD CAN ONLY VOTE YOUR SHARES ON PROPOSAL 4 (RATIFICATION OF AUDITORS) WITHOUT YOUR INSTRUCTIONS.

PLEASE MARK, SIGN, DATE AND RETURN THIS ~~PROXY~~VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Stockholder

Date:

Signature of Stockholder

Date:

Note:

Please sign exactly as your name or names appear on this proxy card. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

ANNUAL MEETING OF STOCKHOLDERS OF

SUPERIOR ENERGY SERVICES, INC.

May ~~22, 2015~~

24, 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY ~~22, 2015~~24, 2016

The accompanying proxy statement and the ~~2014~~2015 annual report are available

at https://materials.proxyvote.com/868157

Please mark, sign, date,

and return your voting

instruction card in the

envelope provided as soon

as possible.

i Please detach along perforated line and mail this voting instruction card in the envelope provided. i

~~20833330000000000000 2~~20833030000000000000 8

~~052215~~052416

SUPERIOR’S BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSALS 1, 2, 3 ~~and~~AND 4.

PLEASE ~~MARK,~~ SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTING INSTRUCTIONS IN BLUE OR BLACK INK AS SHOWN HERE x.

FOR

AGAINST

ABSTAIN

1. Election of the eight director ~~nominees.~~nominees

NOMINEES:

2. Approval, on an advisory basis, of the compensation of our named executive ~~officers.~~officers as disclosed in the accompanying proxy statement.

FOR ALL NOMINEES

WITHHOLD AUTHORITY

FOR ALL NOMINEES

FOR ALL EXCEPT

(See instructions below)

O Harold J. Bouillion

O David D. Dunlap

O James M. Funk

O Terence E. Hall

O Peter D. Kinnear

O Janiece M. Longoria

O Michael M. McShane

O W. Matt Ralls

~~O Justin L. Sullivan~~

4. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for ~~2015.~~2016.

IF YOU WISH YOUR SHARES TO BE VOTED ON ALL MATTERS AS SUPERIOR’S BOARD OF DIRECTORS RECOMMENDS, OR IF YOU WISH YOUR SHARES TO BE VOTED AS YOU SPECIFY ON A MATTER OR ALL MATTERS, PLEASE MARK THE APPROPRIATE BOXES ON THIS VOTING INSTRUCTION CARD, SIGN, DATE AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: l

~~INSTRUCTIONS:~~ ~~To withhold authority to vote for any individual nominee(s), mark~~~~“FOR ALL EXCEPT”~~ ~~and fill in the circle next to each nominee you wish to withhold, as shown here:~~ l

PLEASE MARK, SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Signature of Beneficial Owner

Date:

Signature of Beneficial Owner

Date:

Note:

Please sign exactly as your name or names appear on this voting instruction card. When shares are owned jointly, each owner should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.


¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12

Superior Energy Services, Inc.
(Name of registrant as specified in its charter)


(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)	Title of each class of securities to which transaction applies:



	(2)	Aggregate number of securities to which transaction applies:



	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



	(4)	Proposed maximum aggregate value of transaction:



	(5)	Total fee paid:





¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:



	(2)	Form, Schedule or Registration Statement No.:



	(3)	Filing Party:



	(4)	Date Filed:


Proxy Summary	i
Election of Directors (Proposal 1)	1
Information about Director Nominees	1
Corporate Governance	4
Election of Directors	4
Director Independence; Board’s Leadership Structure	4
Meetings of our Board; Meeting Attendance	5
Board Committees	5
Compensation Committee	6
Director Nominee Qualifications	6
Role of our Board in Stockholder Outreach	7
Role of our Board in Risk Oversight	7
Director Stock Ownership Guidelines	8
Communications with our Board	8
Compensation Committee Interlocks and Insider Participation	8
Director Compensation	9
Ownership of Securities	11
Principal Stockholders	11
Management and Director Stock Ownership	12
Section 16(a) Beneficial Ownership Reporting Compliance	13
Advisory Vote on Our Named Executive Officers’ Compensation (Proposal 2)	14
Adoption of the ~~Amended and Restated 2013 Stock~~2016 Incentive Award Plan (Proposal 3)	15
~~Purpose of~~Key Reasons Why You Should Vote to Approve the ~~Proposal~~2016 Plan	15
~~Best Practice Provisions in~~Key Features of the ~~Stock~~2016 Plan	15
Why You Should Vote for the 2016 Plan	16
Key Data	17
~~Terms of the Stock Plan~~Section 162(m) Approval	17
~~Awards to be Granted~~Summary of the 2016 Plan	22	18
Material U.S. Federal Income Tax Consequences	22
~~Equity Compensation Plan Information as of December 31, 2014~~	25
~~Equity Compensation Plan Information as of April 8, 2015~~	2521

Ratification of the Appointment of Our Independent Registered Public Accounting Firm (Proposal 4)	26	24
Fees Paid to Independent Registered Public Accounting Firm	27	25
Pre-Approval Process	27	25

Audit Committee Report	2826

Certain Transactions	3028

Executive Compensation	3129
Compensation Discussion and Analysis	31	29
Compensation Committee Report on Executive Compensation	54	52
~~2014~~2015 Executive Compensation	55	53
Retirement Benefit Programs	60	58
Potential Payments upon Termination or Change of Control	63	61

Questions and Answers about the ~~2015~~2016 Annual Meeting	6966

~~2016~~2017 Stockholder Nominations and Proposals	7370

Annex A	A-1


Time and Date:		~~Friday,~~Tuesday, May ~~22, 2015,~~24, 2016, 9:00 a.m. (Central Standard Time)

Place:		1001 Louisiana Street, Houston, Texas 77002

Record Date:		April ~~8, 2015~~4, 2016

Voting:		Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals to be voted on.


internationally and successfully transformed into a global leader in multiple well service product lines, demonstrating his exceptional leadership abilities in developing and executing a global business strategy. His extensive knowledge, experience and expertise and his insight on global expansion in the oil and gas industry make him a valuable member of our Board and uniquely position him to assist our Board in the successful implementation of our business strategy.


		*James M. Funk, 6566* Director since 2005 Dr. Funk is currently the President of J.M. Funk & Associates, an oil and gas business consulting firm, and has more than 35 years of experience in the energy industry. Dr. Funk served as Senior Vice President of Equitable Resources (now EQT Corporation) and
President of Equitable Production
Co. from June 2000 to 2003. Previously, Dr. Funk worked for 23 years with Shell Oil Company and its affiliates. Dr. Funk previously served on the boards of Westport ~~Resources(2000~~Resources (2000 to 2004), Matador Resources Company (2003 to 2008) and Sonde Resources Corp. (2009 to 2014). Dr. Funk currently serves as a director of Range Resources Corporation. Dr. Funk is a Certified Petroleum Geologist.

Dr. Funk’s extensive experience in the energy industry in similar areas as our operations, along with his strong technical experience, gives him a unique understanding of our business and the challenges and strategic opportunities facing us. His senior executive leadership in the energy industry qualifies him to serve as our Lead Director and provides each of the Compensation and Corporate Governance Committees with substantial personnel management experience. In addition, his current and past service on the board of directors of a number of public companies adds valuable perspective in connection with the role of the ~~board~~Board and positions him well to handle challenges faced at the board level.


		*Terence E. Hall, 6970* Director since 1995 Mr. Hall has served as the Chairman of the Board since 1995. Mr. Hall is the founder of the Company and served as CEO of the Company and its predecessors from 1980 until 2010. Mr. Hall also currently serves as a director of the Hancock Holding Company (Hancock).
As founder of the Company, Mr. Hall led the Company through tremendous growth through all industry cycles. His detailed knowledge of every aspect of our business and perspective regarding strategic and operational opportunities and challenges facing the Company and the oil and gas industry enable him to guide our business strategy and focus our Board on the most significant business issues.
		*Peter D. Kinnear, 6869* Director since 2011 Mr. Kinnear ~~has~~ held numerous management, operations, and marketing roles with FMC Technologies, Inc. ~~(FMC)~~(FTI) and FMC Corporation ~~since 1971.~~from 1971 until his retirement in 2011. Mr. Kinnear served as Chief Executive Officer from 2007 to 2011 of ~~FMC, Chairman~~ FTI, chairman
of the board from 2008 to 2011, as President from
2006 to 2010 and as Chief Operating Officer from 2006 to 2007. Mr. Kinnear also serves as a director of Stone Energy Corporation. In addition to serving as trustee or director of various non-public entities, he previously served on the board of directors of Tronox Incorporated (from November 2005 to December 2010) and ~~FMC~~FTI (from October 2008 through October 2011). Mr. Kinnear’s experience in numerous roles of management, operations and marketing in the global energy industry brings extensive knowledge and leadership skills to our Board. His management and board experience gives him a thorough understanding of industry regulations and public policy applicable to the industry, experience and understanding of the different cultural, political and regulatory requirements from international operations and extensive oil service industry experience. This experience makes Mr. Kinnear highly qualified to serve on the Audit Committee and to chair the Corporate Governance Committee.



		Mr. McShane’s knowledge of the global oil and gas industry ~~generally,~~ provides insight to our Board. His experience and knowledge in the energy industry, ~~from a career spanning more than 30 years,~~ including serving in a variety of executive management and financial


		leadership positions, provide our Board excellent perspective and experience. Mr. McShane’s experience and finance and accounting background make him highly qualified to serve on the Audit Committee and the Compensation Committee.


Mr. Ralls’ extensive financial and senior executive management experience at companies focusing on the various phases of the drilling and production industry, provides insight to our Board. Our Board also benefits from his extensive leadership and financial knowledge in the global oil and gas drilling and production industry, making him highly qualified to ~~serve on~~chair the Compensation Committee and ~~the Corporate Governance Committee.~~
		*~~Justin L. Sullivan, 75~~* ~~Director since 1995~~ ~~Mr. Sullivan has been a private investor and has served as a business consultant since 1993. Prior~~ to ~~1993, he held senior operating and financial management positions with various companies in the forest products industry, including Plywood Panels, Inc. and its predecessors~~
where he served as President from 1992 until 1993 and Vice President, Treasurer and Director from 1967 until 1992. Mr. Sullivan was an accounting faculty member of the University of New Orleans and Tulane University for over ten years. Mr. Sullivan is a certified public accountant. As our longest serving non-management director, Mr. Sullivan provides important institutional knowledge to our Board. Mr. Sullivan’s educational background, experience in financial management and extensive involvement in accounting matters provide him with the necessary skills to chair the Audit Committee and evaluate financial results and generally oversee the financial reporting process of the Company. Mr. Sullivan’s significant business and accounting experience provides insight into strategies and solutions to address an increasingly complex business environment to our Board andserve on the Corporate Governance Committee.



		Our Board unanimously recommends that stockholders vote FOR each of the eight director nominees named in this proxy statement.


~~Director~~		Audit*
Director	~~Compensation~~ Audit*		Compensation	Nominating and Corporate Governance
~~J.L. Sullivan, Chairman~~	~~CHAIR~~			ü
H.J. Bouillion	ü		CHAIR
~~P.D. Kinnear~~	ü			~~CHAIR~~
~~M.M. McShane~~	ü		ü
J.M. Funk			ü	ü
P.D. Kinnear	ü			CHAIR
J.M. Longoria	ü			ü
M.M. McShane	ü		ü
W.M. Ralls			üCHAIR	ü


Audit Committee		Number of Meetings in ~~2014: 6~~2015: 5


Compensation Committee		Number of Meetings in ~~2014:~~2015: 4


	PROXY SUMMARY


	~~PROXY SUMMARY~~


			PROXY SUMMARY


	ELECTION OF DIRECTORS (PROPOSAL 1)


Nominating and Corporate Governance Committee		Number of Meetings in ~~2014:~~2015: 4


Name	Fees Earned Or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾⁽³⁾		All Other Compensation⁽⁴⁾		Total		Fees Earned Or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		All Other Compensation⁽³⁾		Total
Mr. Bouillion		$112,125		$200,026		$ 13,206		$325,357		$118,049	$	200,017		$ 12,426	$	330,492
Mr. Dawkins		$ 85,456		$200,026		$ 15,475		$300,957
Mr. Funk		$114,794		$200,026		$ 15,628		$330,448		$125,000	$	200,017		$ 13,693	$	338,710
Mr. Hall		$ 81,625		$200,026		$558,329		$839,980		$100,000	$	200,017		$210,430	$	510,448
Mr. Howard(5)		$ 19,375		$ 0		$ 3,946		$ 23,321
Mr. Kinnear		$101,625		$200,026		$ 4,905		$306,555		$106,099	$	200,017		$ 3,837	$	309,953
Ms. Longoria										$ 25,000	$	99,998		$ 0	$	124,998
Mr. McShane		$ 97,125		$200,026		$ 4,536		$301,686		$100,000	$	200,017		$ 3,455	$	303,473
Mr. Ralls		$ 93,625		$200,026		$ 4,536		$298,186		$109,148	$	200,017		$ 3,455	$	312,621
Mr. Sullivan		$114,125		$200,026		$ 16,671		$330,822		$107,935	$	200,017		$ 14,773	$	322,725


Director	Restricted Stock Units		Options
Mr. Bouillion		43,720		—
Mr. Dawkins		50,810		—
Mr. Funk		55,023		—
Mr. Hall		20,950		1,066,988
Mr. Kinnear		17,777		—
Mr. McShane		16,624		—
Mr. Ralls		16,624		—
Mr. Sullivan		58,284		—


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class⁽¹⁾
BlackRock, Inc. 40 East 52^nd Street New York, New York 10022	~~12,433,896~~17,680,807⁽²⁾	~~8.3%~~11.7%
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355	~~9,710,059~~10,351,072⁽³⁾	~~6.5%~~6.8%


~~Name of Beneficial Owner~~	~~Amount and~~ ~~Nature of~~ ~~Beneficial~~ ~~Ownership~~⁽¹⁾			~~Percent of~~ ~~Class~~⁽³⁾
~~Non-management Directors:~~⁽²⁾
~~Harold J. Bouillion~~		~~60,720~~			*
~~Enoch L. Dawkins~~		~~50,810~~			*
~~James M. Funk~~		~~60,023~~			*
~~Terence E. Hall~~		~~1,155,050~~			*
~~Peter D. Kinnear~~		~~35,251~~			*
~~Michael M. McShane~~		~~64,266~~			*
~~W. Matt Ralls~~		~~67,906~~			*
~~Justin L. Sullivan~~		~~98,284~~			*
~~Named Executive Officers:~~
~~David D. Dunlap~~		~~912,709~~			*
~~Robert S. Taylor~~		~~460,715~~			*
~~Brian K. Moore~~		~~509,904~~			*
~~A. Patrick Bernard~~		~~332,701~~			*
~~William B. Masters~~		~~257,174~~			*
~~All directors and executive officers as a group (16 persons)~~		~~4,665,943~~	⁽⁴⁾		~~3.1%~~


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾		Percent of Class⁽³⁾
*NON-MANAGEMENT DIRECTORS:⁽²⁾*
Harold J. Bouillion		69,235		*
James M. Funk		68,538		*
Terence E. Hall		1,088,165		*
Peter D. Kinnear		43,766		*
Janiece M. Longoria		10,188		*
Michael M. McShane		72,781		*
W. Matt Ralls		82,168		*
Justin L. Sullivan		106,799		*
*NAMED EXECUTIVE OFFICERS*
David D. Dunlap		1,119,345		*
Robert S. Taylor		484,216		*
Brian K. Moore		522,652		*
A. Patrick Bernard		343,879		*
William B. Masters		283,634		*
*All directors and executive officers as a group (14 persons)⁽⁴⁾*		4,404,500		2.91%


Fiscal Year	Participants		Director RSUs Granted		Restricted Stock/ RSUs Granted		Stock Options Granted		PSUs Paid in Stock (including Stock- Settled SPSUs granted in 2014 and 2015)		Total Shares		Annual Burn Rate*
2012		344		86,758		362,904		78,043		43,259		570,964		0.71%
2013		596		67,266		1,388,835		406,185		0		1,862,286		2.08%
2014		594		49,496		1,302,688		567,084		0		1,919,268		2.19%
2015		622		0		2,081,433		612,665		318,165		3,012,263		3.61%
Three-Year Average Burn Rate (2012-2014)														1.45%
Three-Year Average Burn Rate (2013-2015)														2.29%


Fiscal Year	Total Shares Subject to Options and Stock Appreciation Rights		Total Shares Subject to Full Value Awards		Total Shares (Options plus Full Value Awards⁽¹⁾)		Weighted Average Common Shares Outstanding		Annual Burn Rate⁽²⁾
2013		406,185		1,456,101		1,862,286		159,205,769		2.08%
2014		567,084		1,352,184		1,919,268		155,154,092		2.11%
2015		612,665		2,162,146		2,774,811		150,461,403		3.28%
Average Three-Year Burn Rate										2.49%


	ADOPTION OF THE ~~AMENDED AND RESTATED 2013 STOCK~~2016 INCENTIVE AWARD PLAN (PROPOSAL 3)



~~Type of Incentive~~	~~Description~~	~~General Terms or Limits Under the Stock Plan~~
~~Stock Options~~	~~A stock option represents the right to purchase a shares of common stock at a specified price in the future.~~	~~• May be non-qualified stock options or incentive stock options.~~ ~~• The committee will set the terms of the stock options subject to the following limitations:~~ • the exercise price may not be less than the fair market value of a share of common stock on the date of grant (except for an option granted in substitution of an outstanding award in an acquisition transaction); ~~• options are subject to the minimum vesting requirements and exceptions described above;~~ ~~• the option term cannot exceed 10 years; and~~ ~~• stock options will not be entitled to any dividend equivalent rights for any period of time prior to exercise of the stock option.~~ • The exercise price of a stock option may not be decreased after the date or grant and out-of-the-money stock options may not be surrendered in exchange for other awards without stockholder approval. ~~• Incentive stock options will be subject to certain additional requirements necessary in order to qualify as incentive stock options under Section 422 of the Internal Revenue Code.~~ 21


	~~ADOPTION OF THE AMENDED AND RESTATED 2013 STOCK INCENTIVE PLAN (PROPOSAL 3)~~



		The Audit Committee and our Board unanimously recommend that stockholders vote FOR ~~the ratification of the appointment of KPMG as our independent registered public~~ ~~accounting firm for the fiscal year ending December 31, 2015.~~ the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2016.


			RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 4)


	Fiscal Year Ended December 31,				Fiscal Year Ended December 31,
	2014		2013		2015		2014
Audit Fees⁽¹⁾	$	3,529,100	$	3,420,830	$	3,146,945	$	3,529,100
Audit-Related Fees		—		—		—		—
Tax and Statutory Reporting Fees⁽²⁾		539,724		382,295		166,892		539,724
All Other Fees		—		—		—		—

	o
		~~Grew International revenue by 5% over 2013, resulting in $707 million of revenue.~~
30


		o	~~Sustained revenues from Gulf of Mexico of $827 million.~~ EXECUTIVE COMPENSATION


Named Executive Officer	2014 LTI % of Salary	Total Value granted as PSUs		Total Value Granted as Options		Total Value Granted as RSUs		Total Value of 2014 LTI Awards
Mr. Dunlap	600%		$3,000,000		$1,500,000		$1,500,000		$6,000,000
Mr. Taylor	360%		973,440		486,720		486,720		1,946,880
Mr. Moore	300%		885,750		442,875		442,875		1,771,500
Mr. Bernard	300%		627,750		313,875		313,875		1,255,500
Mr. Masters	250%		602,000		301,000		301,000		1,204,000

~~SPN 2015 Proxy Statement~~