Allis-Chalmers Energy Inc.
Related Party Transactions Policy
Allis-Chalmers Energy Inc. (the “Company”) recognizes that Related Party
Transactions (as defined below) can present potential or actual conflicts of interest and
create the appearance that Company decisions are based on considerations other than the
best interests of the Company and its stockholders. It is the Company's policy to enter
into or ratify Related Party Transactions only when the Board of Directors, acting
through the Audit Committee, determines that the Related Party Transaction in question
is in, or is not inconsistent with, the best interests of the Company and its stockholders.
Therefore, the Company has adopted the procedures set forth below for the review,
approval or ratification of Related Party Transactions.
This policy has been approved by the Audit Committee of our Board of Directors
(the “Committee”). The Committee will review and may amend this policy from time to
Related Party Transactions
Except as set forth in Section C below, for the purposes of this policy, a "Related
Party Transaction" is a transaction, arrangement or relationship (or any series of similar
transactions, arrangements or relationships) in which the Company (including any of its
subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000,
and in which any Related Party had, has or will have a direct or indirect interest.
For purposes of this Policy, a “Related Party” means:
1. any person who is, or at any time since the beginning of the Company’s
last fiscal year was, a director or executive officer of the Company or a
nominee to become a director of the Company;
2. any person who is known to be the beneficial owner of more than 5% of
any class of the Company's voting securities;
3. any immediate family member of any of the foregoing persons, which
means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-