Exhibit
10.9
Summary
of Compensation Arrangements with Executive Officers
As
of February 28, 2006
The
following summarizes the current compensation and benefits received by the
Chief
Executive Officer of RPC, Inc. (“the Company”) and the Company’s other most
highly compensated executive officers (the “Named Executive Officers”) as of
February 28, 2006. Compensation paid with respect to fiscal 2005 will be
described in the Company’s 2006 Proxy Statement.
This
document is intended to be a summary of existing oral, at will arrangements,
and
in no way is intended to provide any additional rights to any of the Named
Executive Officers.
Base
Salaries
The
2006
annual base salaries for the Company’s Named Executive Officers as of February
28, 2006 are as follows:
|
R.
Randall Rollins, Chairman of the Board
|
$400,000
|
|
|
Richard
A. Hubbell, President and Chief Executive Officer
|
$500,000
|
|
|
Linda
H. Graham, Vice President and Secretary
|
$135,000
|
|
|
Ben
M. Palmer, Vice President, Chief Financial Officer and Treasurer
|
$175,000
|
|
Discretionary
Bonuses
All
of
the Named Executive Officers are eligible for annual cash bonuses which are
awarded on an entirely discretionary basis, following a review by the Company’s
Compensation Committee of the performance of the Company and the executives
for
the relevant year. The Compensation Committee’s decisions are based upon broad
performance objectives. The bonus program focuses on the achievement of
short-term objectives. Bonus decisions are made based on a review of net income,
budget objectives, and other individual-specific performance objectives. The
performance objectives considered by the Committee relate to each executive
officer improving the contribution of their functional area of responsibility
to
further enhance the earnings of the Company.
Discretionary
bonuses are not made subject to any plan or program, written or unwritten.
No
specific performance criteria are established in advance, and no specific ranges
for bonuses are established in advance. Bonuses for a particular fiscal year
are
generally determined during the first quarter of the following fiscal year
and
paid at the discretion of the Compensation Committee.
Bonuses
were paid in the first quarter of 2006 for the year ended December 31, 2005
and
totaled $1,252,500 for all of the executive officers, based on improved
financial performance of the Company in 2005 compared to 2004. As previously
reported, discretionary bonuses for 2005 were paid to each of the Named
Executives in the first quarter of 2006 as follows:
|
R.
Randall Rollins, Chairman of the Board
|
$500,000
|
|
|
Richard
A. Hubbell, President and Chief Executive Officer
|
$492,500
|
|
|
Linda
H. Graham, Vice President and Secretary
|
$60,000
|
|
|
Ben
M. Palmer, Vice President, Chief Financial Officer and Treasurer
|
$200,000
|
|
Stock
Options and Other Equity Awards
The
Named
Executive Officers are eligible to receive options and restricted stock under
the Company’s stock incentive plan, in such amounts and with such terms and
conditions as determined by the Committee at the time of grant. The Company’s
stock incentive plans and standard forms of option and restricted stock grant
agreements are filed as exhibits to this Form 10-K.
Supplemental
Retirement Plan
Salary
and Bonus Deferrals
All
of
the Named Executive Officers are eligible to participate in the Company’s
Supplemental Retirement Plan (“Plan”). Messrs. Rollins and Hubbell, declined to
participate in the Company’s Plan with respect to fiscal year 2006. Mr. Palmer
and Ms. Graham have elected to participate in the Company’s Plan. Ms. Graham
also participates in the Supplemental Retirement Plan of Marine Products
Corporation (“MPC”), which is described in an exhibit to the Form 10-K of MPC
for fiscal year 2005.
The
Plan
allows participants to defer up to 25% of base salary and up to 50% of annual
bonus and commissions, subject to an overall maximum of $500,000 in any given
year, and other terms and conditions set forth in the Plan.
Company
Contributions
The
Company makes certain "Enhanced Benefit
Contributions" under the Plan on behalf of certain Participants of long
service to the Company who were 40 - 65 years of age or older on December
31, 2002. The Company makes the "Enhanced
Benefit Contributions" (as disclosed in the
Company's last filed annual proxy statement) in
lieu of the benefits that previously accrued under the RPC,
Inc. Retirement Income Plan. Additional benefits ceased to
accrue under the RPC, Inc. Retirement Income Plan effective March 31,
2002. Enhanced Benefit Contributions are made annually, for a
maximum of seven years, subject to the Participant's continued employment
with the Company.
Mr.
Hubbell is the only
Named Executive Officer who receives an Enhanced
Benefit Contribution under the Company's Plan, which totals $26,262.31 per
year.
The Company has retained absolute discretion to reduce the amount of
Enhanced Benefit Contributions at any time for any reason, and
may elect not to make any such contributions at all. The Company currently
expects that Mr. Hubbell's last Enhanced Benefit Contribution will be made
with
respect to fiscal year 2008.
In
addition to the Enhanced Benefit Contributions, the Company may make
discretionary contributions on behalf of a Participant under the
Plan in any amount and at any time. The Company has
no obligation to make any such discretionary
contribution, has no current plans to make such a contribution on behalf
of any Named Executive Officer, and has never made any such contribution
under
the
Supplemental Retirement Plan since its creation in August of 2002.
A
copy of
the Plan is filed as an exhibit to this Form 10-K. The material terms and
conditions of the Plan are more particularly described in the Company’s Form 8-K
filed with the U.S. Securities and Exchange Commission on December 23,
2004.
Automobile
Usage
Mr.
Hubbell is entitled to the use of a Company owned automobile. The automobile
is
self-insured and maintained by the Company. The Company also pays all fuel
expenses. Mr. Hubbell’s personal use of the automobile is treated as taxable
income for federal and state income tax purposes. His personal use of the
automobile is valued at approximately $690 per month. Mr. Palmer receives an
automobile allowance of $700 per month in addition to reimbursement of fuel
expenses.
Other
Benefits
The
Named
Executive Officers are eligible to participate in the Company’s regular employee
benefit programs, including the 401(k) plan with Company match, group life
insurance, group medical and dental coverage and other group benefit plans.
All
of the Named Executives are eligible for the Retirement Income Plan that was
frozen in March 2002. See Supplemental Retirement Plan above for further
discussion.
All
of the Named Executive Officers are also
executive officers of MPC and receive compensation from that company. Disclosure
regarding such compensation can be found in MPC’s filings with the Securities
and Exchange Commission.