Exhibit 10.1

 



 

Lone Pine Resources

 

Annual Incentive Plan

 

2013

 











 

Lone Pine Resources 2013 Annual Incentive Plan

 

Summary

 

Plan Objectives

 

The Annual Incentive Plan (the “Plan”) has been designed to meet the following objectives:

 

·                  Provide an incentive framework that is performance-driven and focused on objectives that are critical to the success of Lone Pine Resources Inc. (the “Company”);

·                  Offer competitive cash compensation opportunities to employees; and

·                  Reward outstanding achievement.

 

Basic Plan Concept

 

The Plan provides annual incentive awards, which will be determined primarily on the basis of the Company’s consolidated results on selected financial and operating performance measures as well as departmental objectives.  Individual performance will also be considered in determining the participant award payout.  The Company shall have the flexibility to adjust individual awards to reflect individual or team performance.

 

Performance Measures and Weighting

 

Each year the Company will establish the target levels for each financial and operating measure and its appropriate weighting, subject to the confirmation of the Compensation Committee of the Board of Directors (the “Committee”).  These financial and operating measures and their weighting will be reviewed (and modified, if appropriate) in light of changing Company priorities and strategic objectives.

 

The Company will also establish departmental performance objectives, the achievement of which will be determined by the President and Chief Executive Officer (the “CEO”) at year end, subject to the confirmation of the Committee.

 

The performance measures and their relative weightings are:

 

	
Performance Measure
    	
 
    	
Weighting
    	
 
    
	
Production
    	
 
    	
25
    	
%
    
	
Cash Cost
    	
 
    	
25
    	
%
    
	
Relative Corporate   FD&A Costs
    	
 
    	
15
    	
%
    
	
Department   Performance Objectives
    	
 
    	
25
    	
%
    
	
Discretionary   Achievement Factor
    	
 
    	
10
    	
%
    


 

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Plan Administration

 

The Plan will be administered by the Committee and the CEO (with the exception of his own position).  Certain elements of the Plan administration will be delegated to the Company’s senior Human Resources representative.  The Chief Financial Officer will verify the performance calculation for the financial and operating measures in consultation with the Vice President, Engineering and Exploitation, who shall be responsible for overseeing the estimation of the Company’s oil and gas reserves by the Company’s external reserves evaluator.

 

Actual performance goals, standards, award determinations and modifications to the Plan design must be approved by the Committee.

 

Once the total bonus pool has been established, the CEO shall have the discretion to distribute bonus monies within departments or to move monies from one group to another, and to allocate incentive monies to individuals, based on the CEO’s assessment (with input from the Executive team) as to individual or group performance.

 

Performance Targets

 

Targets for the total Plan will be set consistent with the following:

 

	
Performance Level
    	
 
    	
% of Total Award
    
	
Below Threshold
    	
 
    	
0
    
	
Threshold
    	
 
    	
50
    
	
Target
    	
 
    	
100
    
	
Above Target
    	
 
    	
150
    
	
Outstanding
    	
 
    	
Maximum of   200%
    


 

Targets shall be adjusted for material changes made during the year to the Company’s market guidance and business plan.

 

The maximum award under the Annual Incentive Plan will be limited to 200% of target.

 

Participants

 

The CEO shall determine which employees are participants in the Plan.  If a participant’s employment with the Company terminates for any reason prior to payment, no bonus award will be paid.

 

The target award percentages for the CEO and other officers of the Company are established by the Committee.  Any changes to target award percentages for Company officers are subject to the approval of the Committee. The CEO is authorized to apply discretion to the target award percentages for non-officer Plan participants. All awards to officers under the Plan are subject to approval of the Committee.

 

Plan participants who change positions and/or have their individual target incentive levels changed during the Plan year will have their award prorated accordingly.  All awards paid

 

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will be rounded to the nearest $100. All dollar amounts stated in the Plan are stated in Canadian dollars.

 

Incentive compensation awards will be calculated based upon the participant’s base salary in effect at the end of the Plan year or earned salary during the Plan year if the participant was a new hire during the year.

 

Plan Effective Date

 

Plan effective date will be January 1, 2013.

 

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Lone Pine Resources Annual Incentive Plan

 

Operating Measure: Production

 

Objective

 

Measure Working Interest (WI) Production compared to the Company’s WI Production target.

 

Definition

 

Working Interest Production excludes the impact of royalty and other burdens, thus eliminating the impact of changes in commodity price that influence Canadian royalty calculations.

 

The performance metric is to exclude the impact of Acquisitions and/or Divestitures with associated production.

 

Targets

 

Measured against the Company’s Production targets as follows:

 

	
Level
    	
 
    	
Performance
    	
 
    	
% of Total Award
    
	
Below “Low” Target   Value
    	
 
    	
Below Threshold
    	
 
    	
0%
    
	
Meet “Low” Target   Value
    	
 
    	
Threshold
    	
 
    	
50%
    
	
Mid-point of   Target Range
    	
 
    	
Target
    	
 
    	
100%
    
	
Meet “High” Target   Value
    	
 
    	
Above Target
    	
 
    	
150%
    
	
Exceed “High”   Target Value
    	
 
    	
Outstanding
    	
 
    	
Maximum of 200%
    


 

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Lone Pine Resources Annual Incentive Plan

 

Financial Measure: Cash Cost

 

Objective

 

Measure a key component of the Working Interest (WI) Production Expense compared to the Company’s WI Production Expense target.

 

Definition

 

The sum of direct operating expense and expensed workovers and transportation expense for the Company divided by total WI Production for the Company measured in Mcfe. This calculation will exclude ad valorem taxes, production taxes and total expensed G&A.

 

Targets

 

Measured against the Cash Cost component (see Definition above) of the Production Expense target:

 

	
Level
    	
 
    	
Performance
    	
 
    	
% of Total Award
    
	
Below “Low” Target   Value
    	
 
    	
Outstanding
    	
 
    	
Maximum of 200%
    
	
Meet “Low” Target   Value
    	
 
    	
Above Target
    	
 
    	
150%
    
	
Mid-point of   Target Range
    	
 
    	
Target
    	
 
    	
100%
    
	
Meet “High” Target   Value
    	
 
    	
Threshold
    	
 
    	
50%
    
	
Exceed “High”   Target Value*
    	
 
    	
Below Threshold
    	
 
    	
0%
    


 

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Lone Pine Resources Annual Incentive Plan

 

Financial Measure: Relative Corporate FD&A Costs

 

Objective

 

Measure the Company’s relative efficiency at adding proved + probable (“P+P”) reserves.  The goal of this target is to reward participants for adding reserves at a lower cost than the Company’s peers.

 

Definition

 

Relative Corporate FD&A Costs compares the Company’s finding, development and acquisition (“FD&A”) costs on a $/boe basis with those of its Canadian peers.

 

The measurement will be based on year-end NI 51-101 P+P reserves, and include changes in future development capital (“FDC”).  FD&A costs will be calculated by dividing (x) exploration costs, development costs and acquisition costs for the period, plus changes in FDC during the period, by (y) P+P reserve additions for the period, including acquired reserves.

 

Peer Group

 

The Company’s Corporate FD&A Costs will be compared to those of its Canadian “compensation peers”, as determined by the Committee. As of the date this Plan is adopted, the peers include:

 

	
Pace Oil & Gas Ltd.
    	
 
    	
NuVista Energy Ltd.
    
	
Surge   Energy Inc.
    	
 
    	
Perpetual   Energy Inc.
    
	
Birchcliff   Energy Ltd.
    	
 
    	
Angle   Energy Inc.
    
	
Legacy   Oil + Gas Inc.
    	
 
    	
Santonia   Energy Inc.
    
	
Crew   Energy Inc.
    	
 
    	
Bellatrix   Exploration Ltd.
    
	
Advantage   Oil & Gas Ltd.
    	
 
    	
 
    


 

Targets (applying straight line interpolation between levels)

 

	
Company’s Rank
   Among Peers
    	
 
    	
Performance
    	
 
    	
% of Total Award
    
	
Top
    	
 
    	
Outstanding
    	
 
    	
Maximum of 200%
    
	
75th Percentile
    	
 
    	
Above Target
    	
 
    	
150%
    
	
Median
    	
 
    	
Target
    	
 
    	
100%
    
	
25th Percentile
    	
 
    	
Threshold
    	
 
    	
50%
    
	
Bottom
    	
 
    	
Below Threshold
    	
 
    	
0%
    


 

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Lone Pine Resources Annual Incentive Plan

 

Operating Measure: Department Performance Objectives

 

Objective

 

Measure the achievement of key objectives that are established annually for each department.

 

Definition

 

Key objectives are established by the CEO, in consultation with the Executive team, for each department.  These departmental objectives will directly support the achievement of Company goals. The objectives are department specific and are well-defined and measurable.

 

Targets

 

Awards for participants will be based on the achievement of performance objectives established for the department in which they work.

 

At year-end the achievement of performance objectives for each department will be evaluated and assigned a completion percentage by the CEO over a range of 0 to 200%.  This completion percentage will be multiplied by the 25% relative weighting for the Department Performance Objectives.

 

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Lone Pine Resources Annual Incentive Plan

 

Operating Measure: Discretionary Achievement

 

Definition

 

To recognize significant achievements that are not addressed elsewhere in the Plan.

 

Target

 

During the Committee’s review of the overall performance of the Company at year end it will consider any instances of significant value being added to the Company and/or shareholders through the initiatives of management and employees that were not specifically targeted in the Plan. The Committee, based on recommendations from the CEO, will assign, at its discretion, a completion percentage from 0% to 200% of the Discretionary Achievement performance factor for such results. This completion percentage will be multiplied by the 10% relative weighting for Discretionary Achievement.

 

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