Form 8-K

September 27, 2016

SEVENTY SEVEN ENERGY INC.

/s/ Cary Baetz

Cary Baetz

Chief Financial Officer and Treasurer

0001193125-16-721552.txt : 20160927 0001193125-16-721552.hdr.sgml : 20160927 20160927160932 ACCESSION NUMBER: 0001193125-16-721552 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20160923 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160927 DATE AS OF CHANGE: 20160927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Seventy Seven Energy Inc. CENTRAL INDEX KEY: 0001532930 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 453338422 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36354 FILM NUMBER: 161904533 BUSINESS ADDRESS: STREET 1: 777 N.W. 63RD STREET CITY: OKLAHOMA CITY STATE: OK ZIP: 73116 BUSINESS PHONE: 405-608-7777 MAIL ADDRESS: STREET 1: 777 N.W. 63RD STREET CITY: OKLAHOMA CITY STATE: OK ZIP: 73116 FORMER COMPANY: FORMER CONFORMED NAME: Seventy Seven Energy Inc DATE OF NAME CHANGE: 20140630 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE OILFIELD OPERATING LLC DATE OF NAME CHANGE: 20111018 8-K 1 d242139d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2016

Seventy Seven Energy Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36354	45-3338422
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

777 N.W. 63rd Street Oklahoma City, Oklahoma		73116
(Address of principal executive offices)		(Zip Code)

(405) 608-7777

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Restricted Stock Unit Award Agreements

In accordance with the Seventy Seven Energy Inc. 2016 Omnibus Incentive Plan (the “Plan”), effective September 20, 2016, the Nominating, Governance and Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Seventy Seven Energy Inc.(the “Company”) approved the form of Director Restricted Stock Unit Award Agreement (the “Director RSU Agreement”), the form of Executive Restricted Stock Unit Award Agreement (the “Executive RSU Agreement”) and the form of Employee Restricted Stock Unit Award Agreement (the “Employee RSU Agreement” and, collectively with the Director RSU Agreement and Executive RSU Agreement, the “Award Agreements”) and initial grants under the Plan.

The restricted stock units granted pursuant to the Director RSU Agreement will vest in one-third installments on each of the first, second and third anniversaries of the grant date or if earlier for the relevant year, the date of the annual meeting of the stockholders, subject to the director’s continuous service on the Board through each applicable vesting date. The restricted stock units granted pursuant to the Executive RSU Agreement and Employee RSU Agreement will vest as follows: 25% will vest on the grant date and 6.25% will vest on the last day of each calendar quarter beginning after the grant date until all restricted stock units granted thereunder become vested or forfeited; subject to the executive’s continuous employment with the Company or a subsidiary through each applicable vesting date. All Award Agreements provide for vesting upon the occurrence of a change in control (as defined in the Plan), provided that the participant has remained in continuous employment or service (as applicable) through the date of the Change in Control. Upon vesting the restricted stock units are payable in shares of the Company’s common stock.

The description of the Award Agreements in this report is qualified in its entirety by reference to the full text of the form of Award Agreements, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

Compensation of Directors

The Compensation Committee and the Board have approved the non-employee director compensation package, effective August 1, 2016, which consists of a grant of equity-based incentive to be valued at approximately $225,000, which vests ratably in equal annual installments over a three year period subject to the director’s continuous service on the Board through the applicable vesting date, an annual cash retainer of $100,000 and an additional annual cash retainer of (i) $12,000 for serving as the Chairman of the Board, (ii) $10,000 for serving as the Audit Committee chairman and (iii) $5,000 for serving as the Compensation Committee chairman. Directors who are also employees of the Company’s three major stockholders that are parties to the Stockholders Agreement dated as of August 1, 2016 will not receive compensation in their roles as directors.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

10.1		Form of Director Restricted Stock Unit Award Agreement.

10.2		Form of Executive Restricted Stock Unit Award Agreement.

10.3		Form of Employee Restricted Stock Unit Award Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description

10.1		Form of Director Restricted Stock Unit Award Agreement.

10.2		Form of Executive Restricted Stock Unit Award Agreement.

10.3		Form of Employee Restricted Stock Unit Award Agreement.

EX-10.1 2 d242139dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT

SEVENTY SEVEN ENERGY INC. 2016 OMNIBUS INCENTIVE PLAN

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is between Seventy Seven Energy Inc., a Delaware corporation (the “Company”), and (the “Participant”) effective as of the day of , (the “Grant Date”).

W I T N E S S E T H:

WHEREAS, the Company has established the Seventy Seven Energy Inc. 2016 Omnibus Incentive Plan (the “Plan”), which is incorporated by reference herein in its entirety; and

WHEREAS, the Participant is currently a director of the Company, and the Company desires to encourage the Participant’s continued service and, as an inducement thereto, has determined to grant to the Participant the restricted stock units specified herein (the “Restricted Stock Units”) under the Plan, subject to the terms and conditions of this Agreement and the Plan;

NOW, THEREFORE, in consideration of the promises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

The Plan. The Plan, a copy of which has been made available to the Participant, is hereby incorporated by reference herein and made a part hereof for all purposes, and when taken with this Agreement shall govern the rights of the Participant and the Company with respect to the Award (as defined below). Capitalized terms used but not defined in this Agreement have the same meanings given to them in the Plan.

Grant of Award. The Company hereby awards to the Participant Restricted Stock Units, on the terms and conditions set forth herein and in the Plan (the “Award”). Each Restricted Stock Unit granted pursuant to this Award gives the Participant the right to receive payment, upon satisfaction of the vesting conditions set forth in this Agreement, of one share of Common Stock in the manner set forth in Section 6 below.

3.	Vesting. The Restricted Stock Units shall vest as follows:

(a)

Regular Vesting. Subject to the terms and conditions set forth in this Agreement and the Plan, and to the Participant’s continuous service with the Company through each applicable vesting date:

(i)

1/3 of the Restricted Stock Units subject to this Agreement shall vest on the earlier of (y) the first anniversary of the Grant Date or (z) the date of the Company’s 2017 annual meeting of stockholders; and

(ii)

1/3 of the Restricted Stock Units subject to this Agreement shall vest on the earlier of (y) the second anniversary of the Grant Date or (z) the date of the Company’s 2018 annual meeting of stockholders; and

(iii)

1/3 of the Restricted Stock Units subject to this Agreement shall vest on the earlier of (y) the third anniversary of the Grant Date or (z) the date of the Company’s 2019 annual meeting of stockholders.

Any fractional units with respect to an applicable vesting tranche shall be rounded up to the next whole unit, but in the aggregate may not exceed the total number of Restricted Stock Units granted on the Grant Date.

(b)

Forfeiture. In the event the Participant ceases to be a Director for any reason whatsoever prior to all Restricted Stock Units becoming vested, then the unvested Restricted Stock Units as of the effective date of the Participant’s termination of service shall be automatically and absolutely forfeited immediately upon the date of the Participant’s termination of service without any action required by the Company and the Participant shall have no further interest or rights therein of any kind whatsoever.

Nontransferability of Award. A Restricted Stock Unit is not transferable other than by will or the laws of descent and distribution. Any attempted sale, assignment, transfer, pledge, hypothecation or other disposition of, or the levy of execution, attachment or similar process upon, a Restricted Stock Unit contrary to the provisions hereof shall be void and ineffective, shall give no right to any purported transferee, and may, at the sole discretion of the Committee, result in forfeiture of the Restricted Stock Unit(s) involved in such attempt.

Payment of Award. Upon vesting, payment of the vested Restricted Stock Units shall be made in the form of a distribution to the Participant of shares of Common Stock equal to the number of Restricted Stock Units that vest as of the applicable vesting date. Such distribution shall be made to the Participant with respect to the vested Restricted Stock Units within sixty (60) days following the applicable vesting date of such Restricted Stock Units as set forth in Section 3 (including the date of a Change in Control in accordance with Section 3(b)).

7.	No Dividend Equivalents. No dividend equivalents shall be paid with respect to any Restricted Stock Units.

8.	Amendments. This Agreement may be amended by a written agreement executed by the Company and the Participant; provided, however, that the Committee may modify the terms of this Agreement without the consent of the Participant in any manner that is not materially adverse to the Participant.

Securities Law Restrictions. Payment of this Award shall not be made in shares of Common Stock unless such issuance is in compliance with the Securities Act of 1933, as amended (the “Act”), and any other applicable securities law, or pursuant to an exemption therefrom. If deemed necessary by the Company to comply with the Act or any applicable laws or regulations relating to the sale of securities, the Participant at the time of payment and as a condition imposed by the Company, shall represent, warrant and agree that the shares of Common Stock subject to the Award are being acquired for investment and not with any present intention to resell the same and without a view to distribution, and the Participant shall, upon the request of the Company, execute and deliver to the Company an agreement to such a fact. The Participant acknowledges that any stock certificate representing Common Stock acquired under such circumstances will be issued with a restricted securities legend.

10.

Notices. All notices or other communications relating to the Plan and this Agreement as it relates to the Participant shall be in electronic or written form. If in writing, such notices shall be deemed to have been made (a) if personally delivered in return for a receipt, (b) if mailed, by regular U.S. mail, postage prepaid, by the Company to the Participant at his last known address evidenced on the payroll records of the Company or (c) if provided electronically, provided to Participant at his e-mail address specified in the Company’s records or as other specified pursuant to and in accordance with the Committee’s applicable administrative procedures.

11.	Binding Effect and Governing Law. This Agreement shall be (i) binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns except as may be limited by the Plan and (ii) governed and construed under the laws of the State of Delaware.

12.	Captions. The captions of specific provisions of this Agreement are for convenience and reference only, and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provision hereof.

13.	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.

14.

without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to effectuate an exemption from, or comply with, Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Plan comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Code Section 409A. If any mandatory term required for Restricted Stock Units to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. Each vesting tranche of Restricted Stock Units shall be deemed a separate payment for purposes of Code Section 409A.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered effective as the Grant Date. By signing below, the Participant signifies his or her acceptance of the terms of this Award.


SEVENTY SEVEN ENERGY INC.:



By:


Name:
Title:



PARTICIPANT:




Name:

EX-10.2 3 d242139dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

EXECUTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT

SEVENTY SEVEN ENERGY INC. 2016 OMNIBUS INCENTIVE PLAN

THIS EXECUTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is between Seventy Seven Energy Inc., a Delaware corporation (the “Company”), and (the “Participant”) effective as of the day of , (the “Grant Date”).

W I T N E S S E T H:

WHEREAS, the Company has established the Seventy Seven Energy Inc. 2016 Omnibus Incentive Plan (the “Plan”), which is incorporated by reference herein in its entirety; and

WHEREAS, the Participant is currently an employee of the Company or one of its Subsidiaries, and the Company desires to encourage the Participant’s continued employment and, as an inducement thereto, has determined to grant to the Participant the restricted stock units specified herein (the “Restricted Stock Units”) under the Plan, subject to the terms and conditions of this Agreement and the Plan.

NOW, THEREFORE, in consideration of the promises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

The Plan. The Plan, a copy of which has been made available to the Participant, is hereby incorporated by reference herein and made a part hereof for all purposes, and when taken with this Agreement shall govern the rights of the Participant and the Company with respect to the Award (as defined below). Capitalized terms used but not defined in this Agreement have the same meanings given to them in the Plan.

Grant of Award. The Company hereby awards to the Participant Restricted Stock Units, on the terms and conditions set forth herein and in the Plan (the “Award”). Each Restricted Stock Unit granted pursuant to this Award gives the Participant the right to receive payment, upon satisfaction of the vesting conditions set forth in this Agreement, of one share of Common Stock in the manner set forth in Section 6 below.

3.	Vesting. The Restricted Stock Units shall vest as follows:

(a)

Regular Vesting. Subject to the terms and conditions set forth in this Agreement and the Plan, and to the Participant’s continuous employment with the Company or a Subsidiary through each applicable vesting date:

(i)

25% of the Restricted Stock Units subject to this Agreement shall vest immediately as of the Grant Date; and

(ii)

6.25% of the Restricted Stock Units subject to this Agreement as of the Grant Date shall vest on the last day of each calendar quarter, commencing with the calendar quarter beginning on or after the Grant Date, until all Restricted Stock Units become vested or are forfeited under the terms of this Agreement.

(b)

Vesting Upon a Change in Control. Notwithstanding the foregoing in this Section 3, all unvested Restricted Stock Units shall be deemed to fully vest upon a Change in Control, provided, however, that the Participant has remained in continuous employment with the Company or a Subsidiary from the Grant Date through the date the Change in Control occurs. If a Change in Control occurs within the six months following (i) the Company’s termination of the Participant’s employment for any reason other than for Cause, death or disability or (ii) the Participant’s termination of employment with Good Reason, then all unvested Restricted Stock Units shall be deemed to fully vest upon such Change in Control. For purposes of this Agreement “Cause” and “Good Reason” shall have the meaning given to each term pursuant to the employment agreement between the Participant and the Company or Subsidiary.

4.	Forfeiture.

(a)

Except as otherwise provided for in Section 3(b) or the Participant’s employment agreement, in the event the Participant ceases to be an Employee prior to all Restricted Stock Units becoming vested, then the unvested Restricted Stock Units as of the effective date of the Participant’s termination of employment, shall be automatically and absolutely forfeited immediately upon the date of the Participant’s termination of employment without any action required by the Company and the Participant shall have no further interest or rights therein of any kind whatsoever.

(b)

In the event the Participant’s employment is terminated by (i) the Company for any reason other than for Cause, death or disability, or (ii) the Participant with Good Reason, in each case, prior to all Restricted Stock Units becoming vested, then the unvested Restricted Stock Units as of the effective date of the Participant’s termination of employment, shall remain outstanding until the expiration of the six-month anniversary of such termination of employment; provided, however, that such Restricted Stock Units shall not vest and be settled during such six-month period except as provided for in Section 3(b). Upon the six-month anniversary Participant’s termination of employment, any Restricted Stock Units that have not vested pursuant to Section 3(b) shall be automatically and absolutely forfeited without any action required by the Company and the Participant shall have no further interest or rights therein of any kind whatsoever.

7.	No Dividend Equivalents. No dividend equivalents shall be paid with respect to any Restricted Stock Units.

Withholding. The Company may make such provision as it may deem appropriate for the withholding of any applicable federal, state or local taxes that it determines it may be obligated to withhold or pay in connection with the Restricted Stock Units. Required withholding taxes as determined by the Company associated with this Award must be paid in cash; provided, however, that the Committee may permit the Participant to pay such withholding taxes by directing the Company to withhold from the Award the number of shares of Common Stock having a Fair Market Value on the date of payment equal to the amount of required withholding taxes.

9.	Amendments. This Agreement may be amended by a written agreement executed by the Company and the Participant; provided, however, that the Committee may modify the terms of this Agreement without the consent of the Participant in any manner that is not materially adverse to the Participant.

10.

11.

Participant Misconduct; Compensation Recovery.

(a)

Notwithstanding anything in the Plan or this Agreement to the contrary, the Committee shall have the authority to determine that in the event of the Participant’s violations of his or her employment agreement with the Company or any of its Subsidiaries, confidentiality or other proprietary agreements) or any activity of the Participant in competition with the business of the Company or any Subsidiary, the Award may be canceled, in whole or in part, whether or not vested. The determination of whether the Participant has engaged in a serious breach of his or her employment agreement with the Company or any of its Subsidiaries, confidentiality or other proprietary agreements or any activity in competition with the business of the Company or any Subsidiary shall be determined by the Committee in good faith and in its sole discretion.

(b)

The Award made pursuant to this Agreement is subject to recovery pursuant to the Company’s compensation recovery or clawback policy. To the extent required by applicable laws, rules, regulations or securities exchange listing requirements and the Company’s compensation recovery or clawback policy, the Company shall have the right, and shall take all actions necessary, to recover cash or shares of Common Stock paid to the Participant pursuant to this Award.

12.

13.	Binding Effect and Governing Law. This Agreement shall be (i) binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns except as may be limited by the Plan and (ii) governed and construed under the laws of the State of Delaware.

14.	Captions. The captions of specific provisions of this Agreement are for convenience and reference only, and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provision hereof.

15.	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.

16.	Code Section 409A. This Agreement and the Restricted Stock Units granted hereunder are intended to be exempt from Code Section 409A as short-term deferrals and the Agreement and the Restricted Stock Units shall be administered, interpreted, and

construed in a manner consistent with such exemption. Should any provision of the Plan, the Agreement or any Award hereunder be found not to be exempt from, or otherwise comply with, the provisions of Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to effectuate an exemption from, or comply with, Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Plan comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Code Section 409A. If any mandatory term required for Restricted Stock Units to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. Each vesting tranche of Restricted Stock Units shall be deemed a separate payment for purposes of Code Section 409A.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered effective as the Grant Date. By signing below, the Participant signifies his or her acceptance of the terms of this Award.


SEVENTY SEVEN ENERGY INC.:



By:


Name:
Title:



PARTICIPANT:


Name:

EX-10.3 4 d242139dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT

SEVENTY SEVEN ENERGY INC. 2016 OMNIBUS INCENTIVE PLAN

THIS EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is between Seventy Seven Energy Inc., a Delaware corporation (the “Company”), and (the “Participant”) effective as of the day of , (the “Grant Date”).

W I T N E S S E T H:

WHEREAS, the Company has established the Seventy Seven Energy Inc. 2016 Omnibus Incentive Plan (the “Plan”), which is incorporated by reference herein in its entirety; and

3.	Vesting. The Restricted Stock Units shall vest as follows:

(a)

(i)

25% of the Restricted Stock Units subject to this Agreement shall vest immediately as of the Grant Date; and

(ii)

(b)

Forfeiture. In the event the Participant ceases to be an Employee for any reason whatsoever prior to all Restricted Stock Units becoming vested, then the unvested Restricted Stock Units as of the effective date of the Participant’s termination of employment, shall be automatically and absolutely forfeited immediately upon the date of the Participant’s termination of employment without any action required by the Company and the Participant shall have no further interest or rights therein of any kind whatsoever.

7.	No Dividend Equivalents. No dividend equivalents shall be paid with respect to any Restricted Stock Units.

paid in cash; provided, however, that the Committee may permit the Participant to pay such withholding taxes by directing the Company to withhold from the Award the number of shares of Common Stock having a Fair Market Value on the date of payment equal to the amount of required withholding taxes.

9.	Amendments. This Agreement may be amended by a written agreement executed by the Company and the Participant; provided, however, that the Committee may modify the terms of this Agreement without the consent of the Participant in any manner that is not materially adverse to the Participant.

10.

11.

Participant Misconduct; Compensation Recovery.

(a)

(b)

12.	Notices. All notices or other communications relating to the Plan and this Agreement as it relates to the Participant shall be in electronic or written form. If in writing, such

notices shall be deemed to have been made (a) if personally delivered in return for a receipt, (b) if mailed, by regular U.S. mail, postage prepaid, by the Company to the Participant at his last known address evidenced on the payroll records of the Company or (c) if provided electronically, provided to Participant at his e-mail address specified in the Company’s records or as other specified pursuant to and in accordance with the Committee’s applicable administrative procedures.

13.	Binding Effect and Governing Law. This Agreement shall be (i) binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns except as may be limited by the Plan and (ii) governed and construed under the laws of the State of Delaware.

14.	Captions. The captions of specific provisions of this Agreement are for convenience and reference only, and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provision hereof.

15.	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.

16.

Code Section 409A. This Agreement and the Restricted Stock Units granted hereunder are intended to be exempt from Code Section 409A as short-term deferrals and the Agreement and the Restricted Stock Units shall be administered, interpreted, and construed in a manner consistent with such exemption. Should any provision of the Plan, the Agreement or any Award hereunder be found not to be exempt from, or otherwise comply with, the provisions of Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to effectuate an exemption from, or comply with, Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Plan comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Code Section 409A. If any mandatory term required for Restricted Stock Units to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. Each vesting tranche of Restricted Stock Units shall be deemed a separate payment for purposes of Code Section 409A.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered effective as the Grant Date. By signing below, the Participant signifies his or her acceptance of the terms of this Award.


SEVENTY SEVEN ENERGY INC.:



By:


Name:
Title:



PARTICIPANT:


Name: