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(3)	an advisory vote on the frequency of future advisory votes on named executive officer compensation;

(4)	to consider and act upon a proposal to amend the Company’s 2015 Employee Equity Incentive Plan, as amended, to increase the number of shares of common stock authorized for issuance under the plan by 2,000,000 shares from 7,800,000 to 9,800,000 shares;

(5)	to consider and act upon a proposal to amend and restate the Company’s 2008 Employee Stock Purchase Plan, as amended;

(6)	the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2017; and

(7)	to consider and act upon such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

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•	election of directors;

•	the advisory vote to approve executive compensation;

•	the advisory vote on the frequency of holding future advisory votes on executive compensation;

•	the adoption of Amendment No. 2 to the Company’s 2015 Employee Equity Incentive Plan (the "2015 Plan"); and

•	the adoption of the Company's Amended and Restated Employee Stock Purchase Plan.

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Proposal 2 - Advisory vote to approve executive compensation. The approval of the advisory vote on the Company's executive compensation requires the affirmative vote of a majority of the shares of common stock having voting power on such matter present, in person or by proxy, at the Annual Meeting. Abstentions will be considered as present at the Annual Meeting and included in the vote totals on this matter and will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of the advisory proposal.

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Proposal 3 - Advisory vote on the frequency of holding future advisory votes on executive compensation. The advisory vote on the frequency of holding future advisory votes on executive compensation will have four options, to approve future advisory votes every year, every two years or every three years, or to abstain from voting on such proposal. The frequency of such future advisory votes receiving a plurality, or the largest number of "for" votes cast, will be the frequency that has been "approved" by our stockholders. Abstentions and broker non-votes will have no effect on the outcome of the advisory proposal.

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Proposal 4 - Approval of Amendment No. 2 to the Company's 2015 Employee Equity Incentive Plan. Under our bylaws, the approval of Amendment No. 2 to the Company's 2015 Plan requires the affirmative vote of a majority of the shares of common stock having voting power on such matter present, in person or by proxy, at the Annual Meeting. Abstentions will be considered as present at the Annual Meeting and included in the vote totals on this matter and will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of this proposal. In addition, under the New York Stock Exchange ("NYSE") rules, approval of the adoption of Amendment No. 2 to the Company's 2015 Plan requires approval of a majority of votes cast on the proposal. The NYSE takes the position that a broker non-vote is not a "vote cast." Accordingly, broker non-votes will have no effect on the outcome of the vote on this proposal. However, abstentions will be counted by the NYSE as a vote cast and will be treated as a vote against the adoption of the Amendment No. 2 to the 2015 Employee Equity Incentive Plan.

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Proposal 5 - Approval of the Amended and Restated Employee Stock Purchase Plan. Under our bylaws, the approval of the Amended and Restated Employee Stock Purchase Plan requires the affirmative vote of a majority of the shares of common stock having voting power on such matter present, in person or by proxy, at the Annual Meeting. Abstentions will be considered as present at the Annual Meeting and included in the vote totals on this matter and will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of this proposal. In addition, under the NYSE rules, approval of the adoption of the Amended and Restated Employee Stock Purchase Plan requires approval of a majority of votes cast on the proposal. The NYSE takes the position that a broker non-vote is not a "vote cast." Accordingly, broker non-votes will have no effect on the outcome of the vote on this proposal. However, abstentions will be counted by the NYSE as a vote cast and will be treated as a vote against the adoption of the Amended and Restated Employee Stock Purchase Plan.

•

Proposal 6 - Ratification of the appointment of independent registered public accounting firm. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year 2017 requires the affirmative vote of a majority of the shares of common stock having voting power on such matter present, in person or by proxy, at the Annual Meeting. Abstentions will be considered as present at the Annual Meeting and included in the vote totals on this matter and will have the same effect as a vote against the proposal. Brokers who have not received voting instructions from the beneficial owner have the discretionary authority to vote the ratification of the appointment of Deloitte & Touche LLP. While we do not expect broker non-votes on this proposal, any broker non-votes will be included in the vote totals on this proposal and will have the same effect as a vote against this proposal.

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•	To manage the organization, functioning and affairs of the Board of Directors, in order to enable it to meets its obligations and responsibilities;

•	To facilitate the functioning of the Board of Directors independently of management and maintain and enhance the governance quality of the Company and the Board;

•	To interact regularly with the CEO and his staff on major strategy issues, handling of major business issues and opportunities, matters of corporate governance and performance issues, including providing feedback from other Board members and acting as a “sounding board” for the CEO;

•	Together with the Chair of the Compensation Committee, to conduct a formal evaluation of the CEO’s performance at least annually; and

•	To lead the Board of Directors in the execution of its responsibilities to the stockholders.

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•	name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated;

•	a representation that the stockholder is a holder of record of common stock entitled to vote at the meeting and intends to appear in person or by proxy to nominate the person or persons specified;

•	a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons under which the nomination(s) are made by the stockholder;

•	for each person the stockholder proposes to nominate for election as a director, all information relating to such person that would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

•	for each person nominated, a written consent to serve as a director, if elected; and

•	a statement whether such nominee, if elected, intends to deliver an irrevocable resignation in accordance with our Corporate Governance Guidelines.

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(1)	Value shown is based on pre-reduction annual cash retainer as discussed further under "Director Compensation" in this proxy statement.

(2)	Stock ownership value is calculated based on the number of shares owned by the director or members of his or her immediate family residing in the same household and time-based restricted stock held by the director, multiplied by the closing price of a share of our common stock on December 30, 2016, as reported by the NYSE, which was $7.50.

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(1)

Based solely on Amendment No. 8 to Schedule 13G filed with the SEC on January 17, 2017 by BlackRock, Inc. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power with respect to 11,702,395 shares and sole dispositive power with respect to 11,916,022 shares. According to Schedule 13G/A, all shares are beneficially owned by BlackRock, Inc., a parent holding company, and on behalf of its wholly owned subsidiaries: (i) BlackRock (Netherlands) B.V.; (ii) BlackRock Advisors, LLC; (iii) BlackRock Asset Management Canada Limited; (iv) BlackRock Asset Management Ireland Limited; (v) BlackRock Asset Management Schweiz AG; (vi) BlackRock Financial Management, Inc.; (vii) BlackRock Fund Advisors; (viii) BlackRock Institutional Trust Company, N.A.; (ix) BlackRock Investment Management (Australia) Limited; (x) BlackRock Investment Management (UK) Ltd; and (xi) BlackRock Investment Management, LLC. BlackRock Fund Advisors beneficially owns 5% or greater of the outstanding shares reported on the Schedule 13G/A.

(2)

Based solely on Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2017. According to the Schedule 13G/A, FMR LLC has sole voting power with respect to 130,350 shares and sole dispositive power with respect to 8,085,560 shares. According to the Schedule 13G/A, shares are beneficially owned by FIAM LLC, FMR Co., Inc., and Strategic Advisers, Inc. FMR Co., Inc. beneficially owns 5% or greater of the outstanding shares reported on the Schedule 13G/A. Abigail P. Johnson is a Director, Chairman and Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.

(3)

Based solely on Amendment No. 4 to Schedule 13G filed with the SEC on February 10, 2017 by The Vanguard Group. According to the Schedule 13G/A, The Vanguard Group has sole voting power with respect to 99,040 shares, shared voting power with respect to 20,441 shares, sole dispositive power with respect to 7,043,782 shares, and shared dispositive power with respect to 114,822 shares. According to the Schedule 13G/A, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc, is the beneficial owner of 94,381 shares or 0.11% of the common stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 25,100 shares or 0.02% of

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(4)

Based solely on Amendment No. 7 to Schedule 13G filed with the SEC on February 9, 2017, by Dimensional Fund Advisors LP. According to Schedule 13G/A, Dimensional Fund Advisors LP has sole voting power over 6,693,777 shares and sole dispositive power over 7,042,451 shares. According to the Schedule 13G/A, Dimensional Fund Advisors LP is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities that are owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds. However, all securities of the Company reported in the Schedule 13G/A are owned by the Funds. Dimensional disclaims beneficial ownership of the securities.

(1)	The percentage ownership is based on 84,771,716 shares of common stock outstanding as of March 29, 2017. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person or group of persons has the right to acquire within 60 days of March 29, 2017 (or May 28, 2017).

(2)	Includes (i) 1,011,913 shares issuable upon exercise of options and (ii) as of May 28, 2017, 136,830 shares which remain subject to restricted stock awards.

(3)	Includes (i) 438,864 shares issuable upon the exercise of options and (ii) as of May 28, 2017, 12,071 shares which remain subject to restricted stock awards.

(4)	Includes (i) 325,242 shares issuable upon the exercise of options and (ii) as of May 28, 2017, 10,885 shares which remain subject to restricted stock awards.

(5)	Includes (i) 238,469 shares issuable upon the exercise of options and (ii) as of May 28, 2017, 9,870 shares which remain subject to restricted stock awards.

(6)	Includes, as of May 28, 2017, 50,000 shares which remain subject to restricted stock awards.

(7)	Includes (i) 2,023,281 shares issuable upon the exercise of options and (ii) as of May 28, 2017, 223,249 shares which remain subject to restricted stock awards.

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•	our executive compensation philosophy and how that philosophy is reflected in the key components of our executive compensation program, including an analysis of “realized pay” compared to the compensation reflected in the Summary Compensation Table;

•	the results of the “Say on Pay” vote from the 2016 Annual Meeting and how the Compensation Committee responded to the vote of (and other feedback from) our stockholders;

•	how we implement our executive compensation programs and the roles of our Compensation Committee, members of management, and the Compensation Committee’s independent consultants in establishing executive compensation;

•	the key elements of our executive compensation program and how our compensation was determined for 2016 for our CEO and our other NEOs; and

•	the employment agreements with our NEOs and other significant policies and matters related to executive compensation.

•	We protected stockholder value by maintaining a strong balance sheet. We withstood a second year of continuing declines in oil and gas activity levels by taking aggressive action to maintain our balance sheet including:

◦	Completing a new asset-based loan facility to ensure near-term liquidity and reduce bank covenant risk.

◦	Issuing $100 million in convertible bonds to address a 2017 debt maturity .

◦	Lowering operating expenses in North America by $40 million from the 2015 exit rate.

◦	Effective management of working capital through U.S. inventory rationalization generating $20 million of cash flow.

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•

We remained focused on safety. Our Total Recordable Incident Rate (TRIR) for 2016 was 0.35, a new record low for the Company and significantly lower than the industry average. This accomplishment is particularly noteworthy given that it occurred during a period of prolonged contraction in the industry, when reductions in force and significant structural changes created increased risks in the work environment.

•	We provided returns to our stockholders that outperformed many of our peers. On a three-year (2014-2016) annualized total stockholder return basis, we performed in the 62nd percentile of our peer group. Although our returns for 2016 were negative, the actions taken in 2016, led by the executive team, protected the core business and preserved stockholder value.

•	We continued to expand our business into new markets. Although our North American business contracted with oil and gas activity levels in that market, we maintained our commitment to invest in expansion efforts in other markets, with the following notable successes:

◦	Expanding our business with international oil companies and national oil companies, which during 2016 contributed more than 40% of total revenues in our Fluids Systems segment.

◦	Being selected by Total to provide drilling fluids on a high profile exploration well offshore Uruguay, working in a world record water depth of over 11,000 feet.

◦	Penetrating new markets in our Mats & Integrated Services segment, resulting in approximately 70% of segment revenue coming from non-exploration customers (i.e., electrical transmission and distribution, pipeline, solar, etc.).

•	We received 96% support from our stockholders in our annual advisory vote on our executive compensation program (“Say on Pay”). We discuss the responses to results from the stockholder vote in the section below entitled “Consideration of Advisory Say on Pay Voting Results.”

•	The NEO base salaries were reduced by 10% in 2016, reflecting the challenges in the oil and gas industry.

•	The Compensation Committee approved bonuses for our NEOs under our annual incentive plan that varied from 10% to 30% of target in recognition of 2016 performance. These bonus levels reflect

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We maintained our mix of equity compensation to include performance-based restricted stock units but reduced our total long-term incentive target award levels by 10%. In May 2016, our Compensation Committee approved equity awards at each NEO’s target award level, which represented a 10% reduction from prior years, with 50% of the total value provided (with the exception of Mr. Lanigan) in the form of time-based restricted stock units, 25% in the form of time-based stock options and 25% in the form of performance-based restricted stock units based on total stockholder return (“TSR”) relative to a specified peer group over a three-year performance period. Mr. Lanigan received a higher percentage of his equity award in stock options (50%) and less in time-based restricted stock units (25%), reflecting that he received an inducement grant of time-based restricted stock when he joined the Company in April 2016.

•	Our NEOs achieved total direct compensation at 79% of target opportunity. Total direct compensation is defined as the sum of base salary, annual incentive, and grant date value of equity incentive compensation.

•	Competitiveness: providing compensation programs and pay opportunities that are competitive with market practice;

•	Pay-for-performance: tying a majority of pay opportunities to achievement of short-term and long-term performance criteria;

•	Stockholder alignment: structuring pay programs to closely align executive rewards with stockholder interests; and

•	Compensation governance and risk assessment: consistently review (and address, as appropriate) potential areas for compensation-related risk and provide for appropriate mechanisms and controls.

•	We are more vulnerable to slow-downs in North American drilling activity levels than our larger competitors. While each of our larger competitors has significant exposure to the North American market, they also have more revenues from international markets and offer a wider scope of products and services, some of which are not as dependent on drilling rig activity as either our Fluids Systems or

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Our executives are targets for energy-related companies and companies from other industries looking to fill open positions. Our executives regularly receive inquiries regarding their interest in jobs at other firms (in the oil and gas industry and, in the current market conditions, businesses outside of the oil and gas industry). Attracting and then retaining high performing individuals is critical to our success, and under the ongoing market conditions, we need to be creative in our approach to salaries, incentive targets and retention tools, which sometimes means compensating our executives at a level in excess of the market median. Further, as a result of the declines in our stock price, the retention value of unvested equity is significantly lower than in prior years, making our executives more vulnerable to an approach from firms looking to acquire experienced talent.

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•	Annual Cash Compensation: salary and annual cash incentive earned for each fiscal year

•	Net Realizable Equity Value, which is the sum of:

◦	Realized equity value (Value realized upon exercise of options + Value realized upon vesting of restricted stock);

◦	Change in Value of Unrealized Equity (Change in year-end “in the money” value of exercisable options + Change in year-end value of unvested restricted shares); and

◦	Long-term Performance Unit Plan Payout for the performance period ending in the most recent fiscal year.

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•	Adjusted EBITDA (or other relevant financial metrics) through annual incentive opportunities; and

•	Appreciation in our stock price through long-term (equity) incentive awards.

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•	Each aspect of the various components of direct compensation (salary, annual cash incentives, and equity plans); and

•	Metrics used for any performance-based plans.

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•	Monitors the performance of the Company and its senior executives;

•	Makes business determinations concerning what performance goals the Compensation Committee believes are appropriate;

•	Determines what financial incentives are appropriate to incentivize the achievement of these goals; and

•	Designs and modifies the Company’s executive compensation programs as it deems appropriate and consistent with these determinations.

•	Discharges the Board of Directors’ responsibilities with respect to all forms of compensation of our executive officers (although decisions regarding the compensation of the CEO require the participation of all of the independent directors of the Board);

•	Administers our equity incentive plans; and

•	Produces an annual compensation committee report for our proxy statement.

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Pearl Meyer did not provide any services to the Company or management other than services requested by or with the approval of the Compensation Committee, and its services were limited to executive compensation consulting. Specifically, Pearl Meyer does not provide, directly or indirectly through affiliates, any non-executive compensation services, including pension consulting or human resource outsourcing;

•	Fees we paid to Pearl Meyer for 2016 were less than 1% of Pearl Meyer’s total revenue for the year;

•	Pearl Meyer maintains a conflicts policy, which was provided to the Compensation Committee with specific policies and procedures designed to ensure independence;

•	None of the Pearl Meyer consultants working on Company matters had any business or personal relationship with Committee members;

•	None of the Pearl Meyer consultants (or any consultants at Pearl Meyer) working on Company matters had any business or personal relationship with any executive officer of the Company; and

•	None of the Pearl Meyer consultants working on Company matters directly owned Company stock.

•	Reports on our strategic objectives;

•	Financial reports;

•	Reports on achievement of individual and corporate performance objectives;

•	Information regarding compensation programs and compensation levels for executive officers, directors and other employees at peer companies;

•	Information on the total compensation of the NEOs, including base salary, cash incentives, equity awards, perquisites and other compensation, and any amounts payable upon voluntary or involuntary termination, early or normal retirement, or following a severance with or without a change in control; and

•	Information regarding all non-equity and equity incentive, health, welfare and retirement plans.

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(1)	Basic Energy Services emerged from chapter 11 bankruptcy in December 2016 with new shares of common stock beginning to trade on the NYSE on December 23, 2016. Basic Energy Services is no longer in our peer group.

(2)	C&J Energy Services, Inc., which is now C&J Old Co, Inc., filed for chapter 11 bankruptcy in July 2016 and was de-listed from the New York Stock Exchange in August 2016. Its shares are no longer traded. C&J Old Co., Inc. (formerly known as C&J Energy Services, Inc.) is no longer in our peer group.

(3)	Key Energy Services, Inc. emerged from chapter 11 bankruptcy in December 2016 with new shares of common stock beginning to trade on the New York Stock Exchange on December 16, 2016. Key Energy Services, Inc. is no longer in our peer group.

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(1)	Mr. Lanigan commenced employment with the Company after the reductions in salary were effective therefore Mr. Lanigan's base salary was not impacted.

(2)	Effective as of April 1, 2017.

(3)	Increase shown is based on the 2016 pre-reduction annualized salary.

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•	Hold executives responsible for delivering results that contribute to growth in stockholder value;

•	Provide a financial incentive to focus on specific performance targets;

•	Reward NEOs based on individual and company/business unit performance; and

•	Encourage NEOs to continually improve our performance.

•	Target total cash opportunities (base salaries plus target annual incentive opportunities) for the NEOs at the beginning of 2016 were approximately 93% of the market median.

•	Actual total cash (salary plus actual annual incentive earned) for the NEOs was below the 25th percentile when taking into account awards earned for performance during 2016 were below target for each of our NEOs.

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(1)	Discretionary factors for Messrs. Howes, Piontek and Airola were (i) safety, (ii) construction projects, (iii) implementation of enterprise business solutions, (iv) development and implementation of debt plan, and (v) assess and implement personnel compensation practices.

(2)	Discretionary factors for Mr. Smith were (i) safety, (ii) deepwater expansion, (iii) maintain budgeted DSIs (Days Sales In Inventory), (iv) maintain budgeted DSOs (Days Sales Outstanding), and (v) success with the drilling program in Uruguay.

(3)	Discretionary factors for Mr. Lanigan were (i) safety, (ii) commercialize mat washing system, (iii) launch new mat system, (iv) implement system to track mats and (v) complete commercialization of EPZ Mat.

(4)	The capital charge is calculated by multiplying the net capital employed at the business unit by the estimated cost of capital for the Company, established at 12% at the inception of 2016.

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•	Stock options have historically been granted each year as a component of long-term compensation with the size of the grants based on the NEOs' responsibility level, base salary and performance. Our

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Restricted stock units were granted to NEOs in 2016 to further align the interests of executive officers and stockholders. The Compensation Committee decides each year whether to include performance objectives in the awards and, if so, the appropriate targets. The Compensation Committee believes restricted stock grants, including awards without performance criteria, provide value to NEOs during periods of stock market volatility (encouraging executive retention) and facilitate the most direct long-term share ownership by our NEOs. These awards have been structured to be earned, or vest, over a three-year period.

•

Performance-Based Restricted Stock Units were granted to NEOs beginning in 2013 in the form of a relative TSR restricted stock unit. Taking into consideration input from our stockholders, along with the compensation practices of our peer group, the Compensation Committee elected to include these performance-based restricted stock units to further enhance linkage between the performance of our Company and the compensation of NEOs. The TSR awards measure our Company’s share performance relative to a peer group of companies over a three-year period. These awards have been structured to be earned at the completion of a three-year period.

•

While we maintain that stock options, by their nature, are “performance-based” and aligned with our stockholders’ interests by requiring an increase in the stock price from the date of grant before any value is received by the NEO, for 2016, the Compensation Committee again felt that a long-term incentive grant of restricted stock units containing performance-based goals would further enhance the link between executive pay and stockholder interests.

•	A review of our compensation structure showed that our program for 2016 was closely aligned with the compensation programs of the companies in our peer group.

•	Providing a program with a balanced mix of performance incentive, retention and stockholder alignment will achieve the desired results of continued success.

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•	Annual base salary of $750,000 (as adjusted effective April 1, 2014);

•	An opportunity (as adjusted for 2016) under our executive incentive compensation plan to earn a cash bonus of between 30% and 200% of his annual base salary based on the satisfaction of performance criteria specified by the Compensation Committee;

•	Eligibility to receive annual stock options, restricted stock, and performance-based awards under our long-term incentive plans as determined at the discretion of the Compensation Committee;

•	Payment of one-half the initiation fee for membership in the country club of Mr. Howes’ choice and an annual stipend of $20,000 to be used by Mr. Howes in his discretion for monthly club dues, automobile costs, and similar expenses;

•	Reimbursement for all reasonable and necessary business, entertainment and travel expenses incurred or expended by Mr. Howes in the performance of his duties;

•	Four weeks of paid vacation;

•	Participation in the life and health insurance plans, 401(k) plan and other employee benefit plans and programs generally made available to executive personnel;

•	An annual medical examination; and

•	Travel life insurance in the minimum amount of $2,000,000, medical evacuation insurance and other appropriate security measures while traveling for business purposes.

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•	Annual base salary of $385,000 (as adjusted effective April 1, 2017);

•	An opportunity (as adjusted for 2016) under our executive incentive compensation plan to earn a cash bonus of between 19.5% and 130% of his annual base salary based on the satisfaction of performance criteria specified by the Compensation Committee;

•	Eligibility to receive annual stock options, restricted stock, and performance-based awards under our long-term incentive plans as determined at the discretion of the Compensation Committee;

•	Reimbursement for all reasonable and necessary business, entertainment and travel expenses incurred or expended by Mr. Piontek;

•	Car allowance;

•	Four weeks of paid vacation;

•	Life insurance equal to three times the executive’s base salary; and

•	Participation in the health insurance plans, 401(k) plan and other employee benefit plans and programs generally made available to executive personnel.

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•	Annual base salary of $416,000 (as adjusted effective April 1, 2014);

•	An opportunity (as adjusted in 2016) under our executive incentive compensation plan to earn a cash bonus of between 19.5% and 130% of his annual base salary based on the satisfaction of performance criteria specified by the Compensation Committee;

•	Eligibility to receive annual stock options, restricted stock, and performance-based awards under our long-term incentive plans as determined in the discretion of the Compensation Committee;

•	Reimbursement for all reasonable and necessary business, entertainment and travel expenses incurred or expended by Mr. Smith in the performance of his duties;

•	Company car or car allowance;

•	Four weeks of paid vacation; and

•	Participation in the life and health insurance plans, 401(k) plan and other employee benefit plans and programs generally made available to executive personnel.

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•	Annual base salary of $385,000 (as adjusted effective April 1, 2014);

•	An opportunity (as adjusted in 2016) under our executive incentive compensation plan to earn a cash bonus of between 19.5% and 130% of his annual base salary based on the satisfaction of performance criteria specified by the Compensation Committee;

•	Eligibility to receive annual stock options, restricted stock and performance-based awards under our long-term incentive plans as determined at the discretion of the Compensation Committee;

•	Reimbursement for all reasonable and necessary business, entertainment and travel expenses incurred or expended by Mr. Airola in the performance of his duties;

•	Eligibility for reimbursement of 50% of a country club membership initiation fee up to $30,000;

•	Car allowance;

•	Four weeks of paid vacation; and

•	Participation in the life and health insurance plans, 401(k) plan and other employee benefit plans and programs generally made available to executive personnel.

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•	Annual base salary of $350,000 (as adjusted effective April 1, 2017);

•	An opportunity under our executive incentive compensation plan to earn a cash bonus of between 19.5% and 130% of his annual base salary based on the satisfaction of performance criteria specified by the Compensation Committee;

•	As an inducement to accept employment with us, an award of 50,000 shares of time-based restricted stock, which vest over a four year period, 50% on the second anniversary of the Employment Agreement and the remaining 50% on the fourth anniversary of the Employment Agreement;

•	Eligibility to receive annual stock options, restricted stock, and performance-based awards under our long-term incentive plans as determined at the discretion of the Compensation Committee;

•	Reimbursement for all reasonable and necessary business, entertainment and travel expenses incurred or expended by Mr. Lanigan;

•	Car allowance;

•	Four weeks of paid vacation;

•	Life insurance equal to three times the executive’s base salary; and

•	Participation in the health insurance plans, 401(k) plan and other employee benefit plans and programs generally made available to executive personnel.

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(1)

Dollar amount reported reflects the aggregate fair value determined as of the date of award or grant, in each case calculated in accordance with ASC Topic 718. See Note 11, “Stock Based Compensation and Other Benefit Plans,” in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for the relevant assumptions used in the calculation of these amounts. The amount listed for stock awards includes grant date fair value for the performance-based restricted stock units based on probable outcome of the underlying performance conditions. The maximum fair values of such awards at the grant date, assuming achievement of the highest level of performance are as follows: Mr. Howes - $809,494; Mr. Piontek - $216,946; Mr. Smith - $265,312; Mr. Airola - $239,245 and Mr. Lanigan - $154,536.

(2)	Reflects amounts earned under our 2010 Annual Cash Incentive Plan which were earned in 2014, 2015 and 2016.

(3)	The amount for “All Other Compensation” includes the following for 2016:

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(1)

Represents threshold, target and over-achievement payout levels under our 2010 Annual Cash Incentive Plan for 2016. Possible payout levels under this performance-based plan are based on expected salary in 2016, including salary reductions effective April 1, 2016. See “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the amount actually earned by each named executive officer for 2016 performance. Note that performance is assessed separately for each metric included in the 2010 Annual Cash Incentive Plan for 2016 and for the discretionary component there is no threshold level.

(2)	The awards reflected in this column represent our relative performance-based restricted stock units which may be earned in an amount equal to 0% to 150% of target based on our relative TSR performance against a specified peer group over the three-year performance period of 2016, 2017 and 2018.

(3)

Dollar amount reported reflects the fair value on the date of award or grant, in each case calculated in accordance with ASC Topic 718. The amount listed includes grant date fair value of the performance-based restricted stock units based on probable outcome of the underlying performance conditions. See Note 11, “Stock Based Compensation and Other Benefit Plans,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for the relevant assumptions used to determine the valuation of our stock awards.

(4)	Represents shares of time-based restricted stock units granted under the 2015 Plan. These awards vest one-third annually over three years.

(5)	Represents shares of time-based restricted stock granted under the 2015 Plan. These awards vest at the rate of 50% on the second anniversary of the date of grant, with the balance vesting on the fourth anniversary of the date of grant.

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(1)	The market value is based upon the closing stock price of $7.50 as reported on December 30, 2016.

(2)	The 41,498 options vest on June 1, 2017.

(3)	The 104,342 options vest as follows: 52,171 on June 1, 2017 and 52,171 on June 1, 2018.

(4)	The 274,593 options vest as follows: 91,531 on June 1, 2017, 91,531 on June 1, 2018 and 91,531 on June 1, 2019.

(5)	The 100,000 shares of restricted stock vest on November 6, 2017.

(6)	The 36,830 shares of restricted stock vest on June 1, 2017.

(7)	The 90,758 shares of restricted stock units vest as follows: 45,379 on June 1, 2017 and 45,379 on June 1, 2018.

(8)	The 249,719 shares of restricted stock units vest as follows: 83,240 on June 1, 2017, 83,240 on June 1, 2018 and 83,239 on June 1, 2019.

(9)	The amount shown represents the number of shares achievable at target for our relative TSR performance units which may be earned in an amount equal to 0% to 150% of target based on our relative TSR performance against a specified peer group over the designated three-year performance period.

(10)	The 11,121 options vest on June 1, 2017.

(11)	The 27,963 options vest as follows: 13,982 on June 1, 2017 and 13,981 on June 1, 2018.

(12)	The 73,590 options vest as follows: 24,530 on June 1, 2017, 24,530 on June 1, 2018 and 24,530 on June 1, 2019.

(13)	The 9,870 shares of restricted stock vest on June 1, 2017.

(14)	The 24,323 shares of restricted stock units vest as follows: 12,162 on June 1, 2017 and 12,161 on June 1, 2018.

(15)	The 66,924 shares of restricted stock units vest as follows: 22,308 on June 1, 2017, 22,308 on June 1, 2018 and 22,308 on June 1, 2019.

(16)	The 13,601 options vest on June 1, 2017.

(17)	The 34,198 options vest as follows: 17,099 on June 1, 2017 and 17,099 on June 1, 2018.

(18)	The 90,000 options vest as follows: 30,000 on June 1, 2017, 30,000 on June 1, 2018 and 30,000 on June 1, 2019.

(19)	The 12,071 shares of restricted stock vest on June 1, 2017.

(20)	The 29,746 shares of restricted stock units vest as follows: 14,873 on June 1, 2017 and 14,873 on June 1, 2018.

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(21)	The 81,847 shares of restricted stock units vest as follows: 27,283 on June 1, 2017, 27,282 on June 1, 2018 and 27,282 on June 1, 2019.

(22)	The 12,265 options vest on June 1, 2017.

(23)	The 30,838 options vest as follows: 15,419 on June 1, 2017 and 15,419 on June 1, 2018.

(24)	The 81,157 options vest as follows: 27,053 on June 1, 2017, 27,052 on June 1, 2018 and 27,052 on June 1, 2019.

(25)	The 10,885 shares of restricted stock vest on June 1, 2017.

(26)	The 26,824 shares of restricted stock units vest as follows: 13,412 on June 1, 2017 and 13,412 on June 1, 2018.

(27)	The 73,806 shares of restricted stock units vest as follows: 24,602 on June 1, 2017, 24,602 on June 1, 2018 and 24,602 on June 1, 2019.

(28)	The 104,844 options vest as follows: 34,948 on June 1, 2017, 34,948 on June 1, 2018 and 34,948 on June 1, 2019.

(29)	The 50,000 shares of restricted stock vest as follows: 25,000 on April 22, 2018 and 25,000 on April 22, 2020.

(30)	The 23,836 shares of restricted stock units vest as follows: 7,946 on June 1, 2017, 7,945 on June 1, 2018 and 7,945 on June 1, 2019.

(1)	Dollar values are calculated by multiplying the market price of our common stock on the vesting date by the number of shares vested and does not necessarily reflect the proceeds actually received by the named executive officer.

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•	Payment of accrued but unpaid salary and a prorated annual bonus (at the target level) through the date of termination.

•

A lump sum payment in an amount equal to a multiple of that executive’s (i) base salary, plus (ii) in the case of Mr. Howes, a bonus equal to the highest bonus he received under the 2010 Annual Cash Incentive Plan, and in the case of the other executives, a target bonus which will equal the higher of the bonus to which the executive would be entitled under the 2010 Annual Cash Incentive Plan for the fiscal year preceding the termination or the highest bonus received by the executive under the incentive plan in the two fiscal years immediately preceding the change of control event. The multiples established under the policy are: three times for the CEO (which has subsequently been modified to 2.99 times in the Amended and Restated Employment Agreement of Mr. Howes), two times for the other executive officers and divisional presidents, and one time for the remaining designated key executives and employees.

•	Full vesting of all options, restricted stock (whether time or performance-based), and deferred compensation.

•	Payment of outplacement fees up to $20,000 for the CEO and from $5,000 to $20,000 for other executive officers, divisional presidents and remaining employees.

•	Continuation of life insurance, medical and dental health benefits, and disability benefits for a period ranging from one year to three years.

•	there is a merger or consolidation of our Company with, or an acquisition by us of the equity interests or all or substantially all of our assets of, any other corporation or entity other than any transaction in which members of our Board immediately prior to the transaction constitute a majority of the board of the resulting entity for a period of twelve months following the transaction;

•	any person or group becomes the direct or indirect beneficial owner of 30% or more of our outstanding voting securities;

•	any election of directors occurs and a majority of the directors elected are individuals who were not nominated by a vote of two-thirds of the members of the Board or the Nominating and Corporate Governance Committee; or

•	we effect a complete liquidation of our Company or a sale of all or substantially all of our assets unless immediately following any such sale or disposition, members of our Board immediately prior to the transaction constitute a majority of the resulting entity for a period of twelve months following the transaction.

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•	death;

•	disability;

•	cause; or

•	resignation without good reason.

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(1)

Includes 4,684,839 shares subject to outstanding options under our Amended and Restated 2006 Equity Incentive Plan and our 2015 Plan, unvested time-restricted stock units in the amount of 2,183,029 shares under our 2015 Plan and 447,184 shares subject to vesting of performance-based restricted stock units (at the target level) under our Amended and Restated 2006 Equity Incentive Plan and our 2015 Plan.

(2)	Weighted-average exercise price calculation excludes outstanding performance share awards and restricted stock units, which do not have an exercise price.

(3)

Includes 388,036 shares available for issuance under the 2008 Employee Stock Purchase Plan, 602,972 shares available for issuance under the 2014 Non-Employee Directors’ Restricted Stock Plan and 650,951 shares available for issuance under the 2015 Plan. The table does not include information regarding the proposed amendment to the 2015 Plan and the proposed Amended and Restated Employee Stock Purchase Plan to be considered at the 2017 Annual Meeting.

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(1)

The Board members, with the exception of Mr. Anderson, are paid on a quarterly basis in advance. Mr. Anderson is paid in advance on a monthly basis. Mr. Larson was mistakenly underpaid by $6,750 and Mr. Warren was mistakenly overpaid $6,750 in 2016. The table above reflects the overpayment and underpayment; however, adjustments have been made in 2017 to correct these errors. Due to the challenging oil and gas sector in 2016, effective March 1, 2016, the Board of

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(2)

Represents the aggregate grant date fair value for restricted stock awards granted to the non-employee directors in 2016. The grant date fair value of the restricted stock awarded in 2016, as determined pursuant to ASC Topic 718, was $4.32 per share. See Note 11, “Stock Based Compensation and Other Benefit Plans,” in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for fiscal year ended 2016, for the relevant assumptions used to determine the valuation of our stock and option awards.

(3)	Messrs. Best, Finley, Larson and Warren and Dr. McFarland each have 34,722 shares of restricted stock outstanding which will fully vest May 17, 2017 and Mr. Anderson currently has 39,351 shares of restricted stock outstanding which will fully vest May 17, 2017.

(4)	Dr. McFarland and Mr. Warren each exercised 10,000 options in December 2016.

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•	Our compensation program places a significant portion of each NEO’s compensation at risk through the use of performance-based pay;

•	Stock ownership guidelines for our NEOs link the interests of management and our stockholders; and

•	We have further aligned the interests of our stockholders and NEOs by providing a significant portion of their compensation in the form of equity awards, thereby ensuring that a portion of our executive compensation is directly determined by appreciation in our stock price and earnings per share growth.

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•	An award of one share of restricted stock, a restricted stock unit or other stock-based award is deemed to be an award of the 1.78 shares of common stock for every one share granted on the date of the grant.

•

With respect to a performance award that is to be settled in shares of common stock, the value of the maximum benefits that may be paid under the performance awards is divided by the fair market value per share of common stock as of the date of grant of the performance award, and each share resulting from such computation is deemed to be an award of 1.78 shares of common stock on the date of grant.

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•	revenues or net sales;

•	earnings before or after deduction for all or any portion of interest, taxes, depreciation, amortization or other items, whether or not on a continuing operations or an aggregate or per share basis;

•	return on equity, investment, capital or assets;

•	margins;

•	one or more operating ratios;

•	borrowing levels, leverage ratios or credit ratings;

•	market share;

•	capital expenditures;

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•	cash flow;

•	stock price, growth in stockholder value relative to one or more stock indices or total stockholder return;

•	budget and expense management;

•	working capital turnover and targets;

•	sales of particular products or services, market penetration, geographic expansion or new concept development;

•	customer acquisition, expansion and retention;

•	acquisitions and divestitures (in whole or in part), joint ventures, strategic alliances, spin-offs, split-ups and the like;

•	reorganizations, recapitalizations, restructurings and financings (debt or equity);

•	transactions that would constitute a “change in control”; or

•	any combination of the foregoing.

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•	any election of directors takes place and a majority of the directors in office following such election are individuals who were not nominated by a vote of two-thirds of the members of the Board of Directors or its nominating committee immediately preceding such election;

•

the Company effectuates a complete liquidation or a sale or disposition of all or substantially all of its assets unless immediately following any such sale or disposition of all or substantially all of its assets the individuals who were members of the Board of Directors of the Company immediately prior to such transaction continue to constitute a majority of the Board of Directors or other governing body of the surviving corporation or entity (or, in the case of an acquisition involving a holding company, constitute a majority of the Board of Directors or other governing body of the holding company) for a period of not less than twelve (12) months following the closing of such transaction;

•	one or more occurrences or events as a result of which any “person” becomes the beneficial owner, directly or indirectly, of 30% or more of the combined voting power of our then outstanding securities; or

•

a merger or consolidation of the Company with, or an acquisition by the Company of the equity interests or all or substantially all of the assets of, any other corporation or entity, other than a merger, consolidation or acquisition in which the individuals who were members of the Board of Directors of the Company immediately prior to such transaction continue to constitute a majority of the Board of Directors or other governing body of the surviving corporation or entity (or, in the case of an acquisition involving a holding company, constitute a majority of the Board of Directors or other governing body of the holding company) for a period of not less than twelve (12) months following the closing of such transaction.

•

“Cause" generally means any of the following: (i) the employee’s conviction by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, an act on the employee’s part constituting a felony, dishonesty, willful misconduct or material neglect by the employee of his or her employment obligations to the Company that results in material injury to the Company; (ii) appropriation (or an overt act attempting to appropriate) of a material business opportunity of the Company by the employee; (iii) theft, embezzlement or other similar misappropriation of funds or property of the Company by the employee; or (iv) the failure of the employee to follow the reasonable and lawful written instructions or policy of the Company with respect to the services to be rendered and the manner of rendering such services by the employee, provided the employee has been given reasonable and specific written notice of such failure and opportunity to cure and no cure has been effected or initiated within a reasonable period of time, but not less than 90 days, after such notice.

•

“Good reason” generally means any of the following: (i) the Company (or its successor) adversely changes the employee’s title or changes in any material respect the responsibilities, authority or status of the employee without prior notice and acceptance; (ii) the substantial or material failure of the Company (or its successor) to comply with its obligations under the Amended 2015 Plan or any other agreement that may be in effect that is not remedied within a reasonable time after specific written notice thereof by the employee to the Company; (iii) the diminution of the employee’s base salary; and (iv) requiring the employee to relocate more than 50 miles from his or her location of employment immediately prior to the change in control. However, “good reason” shall only exist in the prior (i) through (iv) if the employee has given reasonable and specific written notice to the Chief Executive Officer of such failure, the Company has been given a reasonable opportunity to cure, and no cure has been effected or initiated within a reasonable time after such notice.

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•	To increase the number of shares of common stock authorized for issuance under the ESPP by 1,000,000 shares to a total of 2,000,000 shares;

•	To remove the term of the ESPP;

•	To add a component facilitating the potential participation of employees outside the United States;

•	To include a limitation of 2,000 shares that may be acquired by a participant during an option period; and

•	To make certain other administrative changes.

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•	The participant will recognize ordinary income in an amount equal to the excess of the fair market value of such shares of common stock on the date of the exercise of the purchase rights, over the purchase price the participant paid for such shares of common stock; and

•

The participant will recognize capital gain if and to the extent the amount he or she realizes from the sale or other disposition of the shares of Common Stock is more than their fair market value on the date such shares were transferred to him or her, or capital loss if and to the extent the amount he or she realizes from the sale or disposition of the shares of common stock is less than their fair market value on the date such shares were transferred to the participant.

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(1)	Audit fees consist primarily of fees for (i) the audit of our annual financial statements, (ii) review of financial statements in our quarterly reports on Form 10-Qs, (iii) the audit of the effectiveness of our internal control over financial reporting, and (iv) for services that are provided by the independent registered public accounting firm in connection with statutory and regulatory filings.

(2)	Audit-related fees consist primarily of fees for professional services rendered in connection with issuance of a comfort letter related to debt issuance, review of registration statement and proxy related materials and access to an online research tool.

(3)	Tax fees consist of fees for tax compliance, tax planning and tax advice.

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(4)	All Other Fees are fees for any service not included in the first three categories.

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1.	Shares Subject to the Plan. Section 4.1 of the Plan is hereby amended to increase the number of Shares that may be issued in connection with awards under the Plan from 7,800,000 to 9,800,000.

2.	Full Force and Effect. Except as otherwise set forth in this Amendment, the Plan shall remain in full force and effect.

3.	Effectiveness Subject to Stockholder Approval. This Amendment shall not become effective unless the stockholders of the Company approve the increase to the share reserve of the Plan, as set forth in 1 above, and if approved, then this Amendment shall become effective as of such meeting.

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1.	Shares Subject to the Plan. Section 4.1 of the Plan is hereby amended to increase the number of Shares that may be issued in connection with awards under the Plan from 6,000,000 to 7,800,000.

2.

Fungible Share Counting Ratio. Applicable for grants of equity made on or after May 19, 2016, the fungible share counting ratio (i.e., the ratio that limits the amount of full-value equity awards that may be granted from the share reserve) shall be downward adjusted to 1.78. To that end, Sections 4.1(b) and (c) of the Plan are hereby amended by deleting "1.85" each place it appears and replacing it with "1.78".

3.	Change in Control. Section 15.2 of the Plan is hereby deleted in its entirety and shall be replaced with the following:

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4.	Defining the Term Cause. The definition of Cause in Exhibit A to the Plan shall be deleted in its entirety and replaced with the following:

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5.	Defining the Term Good Reason. Exhibit A to the Plan shall be amended to add a defined term for Good Reason as follows:

6.	Full Force and Effect. Except as otherwise set forth in this Amendment, the Plan shall remain in full force and effect.

7.	Effectiveness Subject to Stockholder Approval. This Amendment shall not become effective unless the stockholders of the Company approve the increase to the share reserve of the Plan, as set forth in 1, above, and if approved, then this Amendment shall become effective as of such meeting.

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