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FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2004Description of Executive Officer Compensation (Exhibit 10.25)
Executive officer compensation is set by the Compensation
Committee of Swift’s Board of Directors on an annual basis, with base
compensation set at the Committee’s discretion without any specified
weighting or formula, although individual performance and responsibility,
along with compensation by peer companies and Swift’s performance are
typically factors evaluated by the Compensation Committee. Executive officer
compensation is determined using the same system and methods applicable to
compensation of all officers. Annual incentive bonuses for 2004 and prior periods have
been paid in cash and also were determined by the Compensation Committee.
Bonus awards for 2004 were based upon the Company reaching specified
pre-determined growth targets in four areas, each with a one-sixth weighting:
earnings per share, cash flow per share, volumes of proved oil and gas
reserves and volumes of probable oil and gas reserves. The other factor with a
one-third weighting was subjective, and measured an individual executive’s
personal performance based upon individual goals set at the beginning of the
year. Other than the subjective analysis of individual performance, success
was measured for all executive officers by the same factors. Success in these
five areas was then measured against maximum target bonus ranges as
percentages of base salaries. For 2005, the four objective factors have been expanded to
additionally include: net margin per oil and gas equivalent produced,
production growth, controllable lease operating expenses per oil and gas
equivalent produced and finding costs per oil and gas equivalent reserves
added, and the former two reserve growth categories have been combined to
measure growth in proved and probable reserves taken together. The application
of these seven factors has also been modified so that different factors and
different percentages of base salary apply to different executive officers,
with each executive officer given different weightings of these seven factors
to measure performance. The one-third weighting based upon individual
performance remains in place for 2005 and will continue to be monitored
against individual goals determined at the beginning of the year. Long-term incentives, currently consisting of stock options
and/or restricted stock, are awarded by the Compensation Committee
historically toward the end of each year, although beginning in 2005 long-term
incentives are anticipated to be awarded early in the following year, using
different percentages of base salary for different level executive officers,
with stock options valued using a Black-Scholes model, and restricted stock
valued based upon prevailing market prices at the date of grant. Stock options
to executive officers typically contain the same vesting provisions as stock
options granted to all employees, with the exception of accelerated vesting
provisions in specified circumstances for those executive and other officers
with employment agreements. The only time restricted stock has been granted
was in late 2004, with 20% to vest over 5 years, with the first 20% to vest
February 8, 2006 and an additional 20% to vest on each February 7 thereafter
until fully vested. It is currently anticipated that restricted stock awards
will continue to be made in the future.
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This page was last updated on Monday, March 21, 2005, at 01:37:12 PM. Copyright © 1994-2008 by Swift Energy Company. |
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