EX-10.22




 Exhibit 10.22 

LAYNE CHRISTENSEN COMPANY 

EXECUTIVE SHORT-TERM INCENTIVE PLAN 

Amended and Restated by the Board of Directors on April 15, 2014 

Compensation Philosophy 
 Layne Christensen
Company’s (“Layne”) compensation philosophy is to structure compensation to drive financial and strategic growth and build long-term stockholder value while attracting and retaining valued talent in the markets and
industries Layne serves.  
 ESTI Plan Objective 

The intent of the Layne Christensen Company Executive Short-Term Incentive Plan (the “ESTI Plan”) is to provide competitive cash
compensation (“ESTI Bonuses”) that rewards Participants for their performance and their contributions to Layne’s overall performance. The ESTI Plan is an important component of a Participant’s total compensation
package, designed to communicate key annual corporate and individual objectives, reward efforts that achieve these objectives and align employee performance bonuses with Layne’s shareholders’ interests in a manner that motivates executives
and employees to maximize shareholder value.  
 ESTI Plan Overview 

This ESTI Plan is a bonus plan for certain Corporate Executives and Division Presidents selected by Layne to participate in the ESTI Plan
(“Participants”). The ESTI Plan is designed to reward Participants for their roles in the achievement of Layne’s goals for the one-year performance period. All ESTI Bonuses under the ESTI Plan are conditioned upon
achievement of one or more “Primary Goal(s)” and the achievement of one or more “Secondary Goal(s).” All Participants will have the same Primary Goal(s). If the Primary Goals(s) are not achieved, no
ESTI Bonuses under the ESTI Plan will be made to any Participant even if there is achievement of one or more Secondary Goal(s). 
 Each
Participant in the ESTI Plan has a target-level ESTI Bonus opportunity (“Target ESTI Opportunity”), expressed as a percentage of that Participant’s actual base earnings (i.e., which excludes bonuses) during the
performance period, based on the Participant’s job position and level within the Company. Such Target ESTI Opportunity is reduced (down to 65% of the Participant’s targeted bonus) if Secondary Goal(s) achievement is less than 100% but over
a minimum required threshold, and increased (up to 200% of the Participant’s targeted bonuses) if Secondary Goals(s) achievement is more than 100%. See Appendix B.  

Eligibility 
 The Compensation Committee (the
“Compensation Committee”) of Layne’s Board of Directors (the “Board”), in consultation with Layne’s Chief Executive Officer (“CEO”), shall select and recommend to the
Board the Participants from the group of Layne’s Corporate Executives and 








 
Division Presidents it desires to participate in the ESTI Plan. An eligible employee will only become a Participant if the Board approves the Compensation Committee’s recommendation.
Participation in the ESTI Plan in one year does not automatically guarantee participation in a future year. 
 Performance Period 

Each fiscal year is a separate performance period (“Performance Period”).  

Establishment of Performance Period Primary Goal(s) and Secondary Goal(s) 

For each Performance Period, the applicable person(s) described below shall establish: 

 

	 	•	 	The Primary Goal(s); and 

  

	 	•	 	The Secondary Goal(s) at one or more of a Corporate Level, Division Level, and individual performance level. 


“Corporate Level” goals are based on consolidated financial results of Layne and its subsidiaries.
“Division Level” goals are based on the financial results of that division.  
 The Primary Goal(s) for each Performance
Period will be determined by the Compensation Committee based upon recommendations from the CEO and then reviewed and approved by the Board. Except as otherwise provided herein, each Participant’s Target ESTI Opportunity will be recommended by
the CEO to the Compensation Committee and, if approved by the Compensation Committee, the Compensation Committee shall recommend such Target ESTI Opportunity to the Board for its approval. Except with respect to the CEO or as provided herein, all
Secondary Goal(s) will be developed by the CEO, submitted to the Compensation Committee for approval and recommendation, and if the Compensation Committee approves of such Secondary Goal(s), submitted to the Board for its review and approval. The
Compensation Committee will recommend the Secondary Goal(s) relating to the CEO to the Board, and for approval by the Board. All Primary Goal(s) and Secondary Goal(s) for a Performance Period will be established by the end of the first quarter of
each Performance Period. 
 All Participants’ Secondary Goal(s) will include: 
  


	 	•	 	A specific, measurable Corporate Level and/or Division Level goal for which determination as to whether such goal has been attained can be made solely by reference to Layne’s and/or the division’s performance
during the Performance Period; and 

  

	 	•	 	As many as four different individual level performance goals for which determination as to whether such goals have been attained and the level of such attainment (i.e., threshold, target, maximum or in between these
levels) can be made solely by reference to the individual’s performance during the Performance Period. 

 The applicable weighting for
Participants based on their job position and level is attached as Appendix A to this ESTI Plan. The weighting among the individual-level goals shall be determined by the Participant’s manager. 








 Targeted ESTI Opportunity and Payout of Performance Awards 

If the Primary Goal(s) are achieved for a Performance Period and the Participant’s relevant Secondary Goal(s) threshold level of achievement for one or
more Secondary Goals are attained, then the Participant shall be eligible for payment of an ESTI Bonus. Performance at the minimum threshold for at least one of the Secondary Goals shall result in payment of 65% of the Participant’s Targeted
ESTI Opportunity for that Secondary Goal. Performance at or above the maximum goal level shall result in payment of 200% of the Participant’s Targeted ESTI Opportunity for that Secondary Goal. The percentage of the Participant’s Targeted
ESTI Opportunity for each Secondary Goal that shall be paid for performance within the applicable performance range shall be determined through linear interpolation between the goal’s threshold and target values and linear interpolation between
the goal’s target and maximum values, based on the individual’s job position and applicable Targeted ESTI Opportunity as set forth Appendix B to this ESTI Plan, and multiplied by that goal’s applicable weighting set forth on Appendix
A to this ESTI Plan. [For example and illustration purposes only, if Primary Goals are achieved and a Corporate Executive’s Secondary Goals were achieved at a level of 200% for individual goals and 120% for “One Layne” goals,
overall achievement of the Secondary Goals would be the sum of (i) 40% (for Individual Goals (20% of 200%)) and (ii) 96% (for One Layne goals (80% of 120%)), the applicable level of Secondary Goal achievement would be 136%. Linearly
interpolating the 136% level of goal achievement results in the Executive receiving an ESTI Bonus of 103.2% of the Executive’s actual base earnings during the performance period.] 

Attainment of performance awards is to be determined by the Compensation Committee after the end of the Performance Period and then recommended to the Board
for its approval. All payouts under the ESTI Plan will be based on the Executive’s actual base earnings (i.e., which excludes bonuses) during the Performance Period. Unless the Compensation Committee elects to make payments under the ESTI Plan
in the form of bonus shares or another type of equity award granted under Layne’s 2006 Equity Incentive Plan (or another shareholder-approved stock plan maintained by Layne), all payouts under the ESTI Plan will be made in cash. Once determined
pursuant to the terms and conditions set forth herein, the Board has the ability to increase or decrease individual Participant bonuses by up to 50%. A Participant must be employed by Layne on the last day of the Performance Period to be eligible to
receive payout of a performance award; provided, however, the Board may, in its sole discretion, agree to waive such employment requirement if in its judgment such waiver is warranted and/or such acceleration is in the best interests of the Company.
Payout of performance awards will occur no later than two and one-half (2-1/2) months following the end of the Performance Period. 
 Administration

 The Compensation Committee is responsible for overseeing the administration of the ESTI Plan for Participants and reviewing and recommending to the
Board the payments pursuant to the ESTI Plan. The Board shall have complete discretion over the ESTI Plan and shall determine the final ESTI Plan performance goals and performance awards for the CEO, based upon recommendations from the Compensation
Committee. The Board shall have the sole authority to interpret and construe the ESTI Plan and decisions made by the Board shall be final and binding upon all parties concerned. 








 The Compensation Committee determines whether the applicable performance thresholds and performance goals have
been attained, based upon audited financial results for the Performance Period and shall make recommendations as to such attainment to the Board for its approval. Where needed, the Compensation Committee will receive reports from Finance/Accounting
regarding the calculation and tracking of financial performance which relates to performance goals, and will receive reports from Layne’s human resources department regarding performance goals that are not based upon financial measures. 

The Board retains the right to reassess performance goals and performance awards in light of unanticipated extenuating circumstances, or other reasons, and to
increase or decrease the conditions of a performance goal or the value of a performance award as the result of its reassessment. 
 The Board may amend or
terminate the ESTI Plan at any time, in its sole discretion. 
 This ESTI Plan confers no right to continued employment or otherwise change a
Participant’s status as an “at-will” employee. 
 The law of the state of Delaware shall be controlling in all matters relating to the ESTI
Plan, unless superseded by Federal law. 








 APPENDIX A - PERFORMANCE DRIVERS AND WEIGHTS 

 

																					
	 Performance Drivers and Weights
	 
	 	  	 	 	  	Performance Drivers	 
	 Title / Band
	  	Level	 	  	One
Layne
Cons.	 	 	Division	 	 	Individual	 	 	Total	 
	 CEO
	  	 	0	  	  	 	80	% 	 				 	 	20	% 	 	 	100	% 
	 CORPORATE EXECUTIVES (COO, CFO, GC, CAO)
	  	 	1 CORP.	  	  	 	80	% 	 				 	 	20	% 	 	 	100	% 
	 DIVISION PRESIDENTS
	  	 	1 DIV.	  	  	 	20	% 	 	 	60	% 	 	 	20	% 	 	 	100	% 









 APPENDIX B - TARGETED ESTI OPPORTUNITIES 

 

																	
	 TITLE
	  	LEVEL	 	  	THRESHOLD
65% OF
TARGET
ESTI BONUS
PAYABLE IF
80% OF
GOAL
ACHIEVED	 	 	TARGET
100% OF
TARGET ESTI
BONUS
PAYABLE IF
100% OF GOAL
ACHIEVED	 	 	MAXIMUM
200% OF
TARGET
ESTI BONUS
PAYABLE IF
150% OR MORE
OF GOAL
ACHIEVED	 
	 CEO
	  	 	0	  	  	 	65	% 	 	 	100	% 	 	 	200	% 
	 CORPORATE EXECUTIVES (COO, CFO, GC, CAO)
	  	 	1 CORP.	  	  	 	39	% 	 	 	60	% 	 	 	120	% 
	 DIVISION PRESIDENTS
	  	 	1 DIV.	  	  	 	39	% 	 	 	60	% 	 	 	120	%