Form 8-K
8-K — Nine Energy Service, Inc.
Accession: 0001213900-26-060546
Filed: 2026-05-22
Period: 2026-05-22
CIK: 0001532286
SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — ea0292012-8k_nine.htm (Primary)
EX-10.1 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY, NINE ENERGY SERVICE, LLC, AND MS. SCHMIDT, EFFECTIVE AS OF MAY 22, 2026 (ea029201201ex10-1.htm)
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8-K — CURRENT REPORT
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 22, 2026
NINE ENERGY SERVICE, INC.
(Exact name of registrant as specified in its
charter)
Delaware
001-38347
80-0759121
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2001 Kirby Drive,Suite 200
Houston, Texas
77019
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (281) 730-5100
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
NINE
NYSE American
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
As previously reported, on
May 11, 2026, Heather Schmidt was appointed as Interim Chief Financial Officer of Nine Energy Service, Inc. (the “Company”).
Effective as of May 22, 2026, the Board of Directors of the Company (the “Board”) has appointed Ms. Schmidt as Chief Financial
Officer and principal financial officer of the Company on a permanent basis.
Ms. Schmidt, age 42, joined
the Company in 2012. Since November 2024, she has served as the Company’s Senior Vice President of Strategic Development and Investor
Relations, and prior to that, from 2020 to February 2025, she served as the Company’s Vice President, Strategic Development, Investor
Relations and Marketing. Before joining the Company, Ms. Schmidt was with SCF Partners, a private equity firm that invests in energy services,
products and technology companies globally. Ms. Schmidt’s strong and diverse background also includes fundraising and donor relations
for a national political campaign and marketing for an NBA team. Ms. Schmidt received a Bachelor’s degree from Columbia University
and an MBA from Rice University. There are no family relationships between Ms. Schmidt and any director or executive officer of the Company,
and there are no transactions between the Company and Ms. Schmidt that would require disclosure under Item 404(a) of Regulation S-K.
Employment Agreement
with Ms. Schmidt
In connection with Ms. Schmidt’s
appointment as Chief Financial Officer, the Company and Ms. Schmidt entered into an Amended and Restated Employment Agreement (the “Employment
Agreement”), effective as of May 22, 2026 (the “Effective Date”). The Employment Agreement provides for a base salary
of $425,000 and a target annual bonus opportunity equal to 75% of base salary, in each case, effective as of the Effective Date. In addition,
Ms. Schmidt received an incremental long-term incentive compensation award consisting of (i) a stock-settled time-based restricted stock
unit award (“RSUs”) having a target value of $300,000, vesting over a period of three years subject to continued employment
with the Company, and (ii) a performance-based cash award (“Performance Award”) eligible to vest based on relative total shareholder
return (TSR) performance measured over three separately-measured annual performance periods and subject to continued employment through
the full three-year performance cycle, having a target value of $300,000. The maximum cash value that can be earned in respect of the
Performance Award is equal to 200% of the target award. The RSUs and Performance Award include customary termination protections in connection
with certain involuntary terminations of employment, as well as “double trigger” vesting provisions in connection with a change
in control.
The Employment Agreement also
provides that if Ms. Schmidt’s employment is terminated (i) by the Company without “cause” or (ii) by Ms. Schmidt for
“good reason” (each, a “Qualifying Termination”), then, provided that Ms. Schmidt timely executes and does not
revoke a release of claims and abides by the restrictive covenants included in the Employment Agreement, Ms. Schmidt will be eligible
to receive: (A) a severance payment, payable in 12 substantially equal installments, in an aggregate amount equal to (i) one (the “Severance
Multiple”) multiplied by (ii) the sum of: (x) Ms. Schmidt’s base salary for the year in which such termination occurs and
(y) Ms. Schmidt’s then-current target annual bonus; (B) a prorated annual bonus for the year in which such Qualifying Termination
occurs, subject to achievement of the applicable performance criteria; and (iii) if Ms. Schmidt elects COBRA continuation coverage, monthly
reimbursement for the amount paid by Ms. Schmidt to continue such coverage for up to 18 months following the date of such Qualifying Termination.
If such Qualifying Termination occurs within 24 months following a change in control, the Severance Multiple will be equal to two.
The foregoing description
of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment
Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
10.1
Amended and Restated Employment Agreement by and between the Company, Nine Energy Service, LLC, and Ms. Schmidt, effective as of May 22,
2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 22, 2026
NINE ENERGY SERVICE, INC.
By:
/s/ Ann G. Fox
Ann G. Fox
President, Chief Executive Officer, Secretary and Director
3
EX-10.1 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY, NINE ENERGY SERVICE, LLC, AND MS. SCHMIDT, EFFECTIVE AS OF MAY 22, 2026
EX-10.1
Filename: ea029201201ex10-1.htm · Sequence: 2
Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Nine Energy Service, LLC, a Delaware limited
liability company (the “Company”), and Heather Schmidt
(“Executive”). Nine Energy Service, Inc., a Delaware corporation (“Parent”), joins this Agreement
for the limited purposes of acknowledging and agreeing to the provisions of Section 4.3 below.
WITNESSETH:
WHEREAS, the Company
desires to continue to employ Executive on the terms and conditions, and for the consideration, hereinafter set forth and Executive desires
to be employed by the Company on such terms and conditions and for such consideration.
NOW, THEREFORE, for
and in consideration of the mutual promises, covenants and obligations contained herein, the Company and Executive agree as follows:
ARTICLE
I
DEFINITIONS
In addition to the terms defined
in the body of this Agreement, for purposes of this Agreement, the following capitalized words shall have the meanings indicated below:
1.1
“Board” shall mean the Board of Directors of Parent.
1.2
“Cause” shall mean a determination by the Board that Executive (a) has
engaged in gross negligence or willful misconduct in the performance of Executive’s duties with respect to the Company or any other
member of the Company Group, (b) has breached any material provision of this Agreement or any other written agreement among Executive
and the Company or any other member of the Company Group, as such agreement(s) may be amended from time to time, or any corporate policy
or code of conduct established by the Company or any other member of the Company Group as in effect from time to time, (c) has willfully
engaged in conduct that is injurious to the Company or any other member of the Company Group, or (d) has committed or been convicted
of, pleaded no contest to or received adjudicated probation or deferred adjudication with respect to (i) a felony or (ii) any
crime or misdemeanor involving fraud, dishonesty or moral turpitude (or a crime or misdemeanor of similar import in a foreign jurisdiction),
that results, or could reasonably be expected to result, in material harm to the Company or any other member of the Company Group; provided,
however, that, notwithstanding the foregoing, prior to any termination for Cause: (A) the Company must provide Executive with
notice of the existence of one of the forgoing conditions within 90 days following the date that the Board learns of the existence of
such condition and (B) if such condition is capable of being cured, the Company must provide Executive 30 days to cure such condition.
1.3
“Code” shall mean the Internal Revenue Code of 1986, as amended.
1.4
“Company Group” shall mean Parent and each of its direct and indirect
subsidiaries (including the Company), and any of such entities’ respective successors.
1.5
“Date of Termination” shall mean the date Executive’s employment
with the Company is considered to have terminated pursuant to Section 3.5.
1.6
“Good Reason” shall mean the occurrence of any of the following events:
(a)
a material diminution in Executive’s Base Salary (as defined in Section 4.1 below), other than as part of a decrease
of up to 10% of the base salaries for all of the Company’s executive officers;
(b)
the involuntary relocation of the geographic location of Executive’s principal place of employment by more than 75 miles
from the location of Executive’s principal place of employment as of the Effective Date (as defined in Section 2.1 below);
or
(c)
a material diminution in Executive’s authority, duties or responsibilities, including a removal of Executive from the positions
set forth in Section 2.2.
Notwithstanding the foregoing provisions of this
Section 1.6 or any other provision in this Agreement to the contrary, any assertion by Executive of a termination of employment
for “Good Reason” shall not be effective unless all of the following requirements are satisfied: (i) the condition described
in Sections 1.6(a), 1.6(b) or 1.6(c) giving rise to Executive’s termination of employment must have arisen
without Executive’s consent; (ii) Executive must provide written notice to the Company of such condition in accordance with
Section 9.1 within 45 days of the initial existence of the condition; (iii) the condition specified in such notice must
remain uncorrected for 30 days after receipt of such notice by the Company; and (iv) the date of Executive’s termination of
employment must occur within 90 days after the date that Executive provides the Company with written notice of such condition.
1.7
“Long-Term Incentive Plan” shall mean the Nine Energy Service, Inc.
2026 Long-Term Incentive Plan, as amended, restated or otherwise modified from time to time.
1.8
“Notice of Termination” shall mean a written notice delivered by one
party to the other party indicating the termination provision in this Agreement relied upon for termination of Executive’s employment
and the intended Date of Termination.
1.9
“Release” means a release of all claims in a form acceptable to the
Company, which shall release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective
shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and
fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of Executive’s employment
with the Company and any other member of the Company Group or the termination of such employment, but excluding all claims to severance
payments Executive may have under Section 6.1(b) and any vested rights Executive may have under any benefit plans provided
as part of Executive’s employment.
1.10
“Release Expiration Date” means the date that is 21 days following
the date upon which the Company timely delivers to Executive the Release (which shall occur no later than seven days after the Date of
Termination) or, in the event that such termination of Executive’s employment is “in connection with an exit incentive or
other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended),
the date that is 45 days following such delivery date.
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1.11
“Section 409A Payment Date” shall mean the earlier of (a) the
date of Executive’s death or (b) the date that is six months after the Date of Termination.
ARTICLE
II
EMPLOYMENT AND DUTIES
2.1
Employment; Effective Date. The Company agrees to continue to employ Executive, and Executive agrees to continue to be
employed by the Company, pursuant to the terms of this Agreement beginning as of May 22, 2026 (the “Effective Date”)
and continuing for the period of time set forth in ARTICLE III of this Agreement, subject to the terms and conditions of
this Agreement.
2.2
Positions. From and after the Effective Date, the Company shall employ Executive and Executive shall serve in the position
of Chief Financial Officer of the Company and Parent or in such other position or positions as the Board or the Company may designate
from time to time, which may include providing services to other members of the Company Group as the Board or the Company may reasonably
assign from time to time.
2.3
Duties and Services. Executive agrees to serve in the position(s) referred to in Section 2.2 and to perform
diligently and to the best of Executive’s abilities the duties and services appertaining to such position(s), as well as such additional
duties and services appropriate to such position(s) that the Board or the Company may designate from time to time.
2.4
Other Interests. Executive agrees, during the period of Executive’s employment hereunder, to devote all of Executive’s
business time, energy and Executive’s best efforts, to the business and affairs of the Company and the other members of the Company
Group. Notwithstanding the foregoing, the parties acknowledge and agree that Executive may (a) engage in and manage Executive’s
passive personal investments, (b) engage in charitable and civic activities, and (c) serve on the board of directors or similar
governing body of any entity approved by the Board in writing (or a committee thereof); provided, however, that such activities
set forth in clauses (a), (b) and (c) above shall only be permitted so long as such activities do not conflict with the business and
affairs of the Company or another member of the Company Group or interfere with the performance of Executive’s duties hereunder.
2.5
Duty of Loyalty. Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company
Group’s business and shall not appropriate for Executive’s own benefit business opportunities concerning the subject matter
of the fiduciary relationship. Executive acknowledges that Executive owes each member of the Company Group a fiduciary duty of loyalty,
fidelity and allegiance to act in the best interests of the Company Group.
3
ARTICLE
III
TERM AND TERMINATION OF EMPLOYMENT
3.1
Term. The term of Executive’s employment under this Agreement shall be for the period beginning on the Effective
Date and ending on the termination of Executive’s employment in accordance with this ARTICLE III.
3.2
Company’s Right to Terminate. Notwithstanding the provisions of Section 3.1, Executive’s employment
with the Company shall automatically terminate upon Executive’s death and the Company may terminate Executive’s employment
under this Agreement at any time for any of the following reasons by providing Executive with a Notice of Termination:
(a)
upon Executive being unable to perform Executive’s duties or fulfill Executive’s obligations under this Agreement by
reason of any physical or mental impairment (after accounting for reasonable accommodation, if applicable) for a continuous period of
not less than three months, as reasonably determined by the Company;
(b)
for Cause; or
(c)
for any other reason whatsoever or for no reason at all, in the sole discretion of the Company.
3.3
Executive’s Right to Terminate. Notwithstanding the provisions of Section 3.1, Executive shall have the
right to terminate Executive’s employment under this Agreement for Good Reason or for any other reason whatsoever or for no reason
at all, in the sole discretion of Executive, by providing the Company with a Notice of Termination. In the case of a termination of employment
by Executive pursuant to this Section 3.3, the Date of Termination specified in the Notice of Termination shall not be less
than 15 nor more than 60 days from the date such Notice of Termination is given, and the Company may require a Date of Termination earlier
than that specified in the Notice of Termination (and, if such earlier Date of Termination is so required, then it shall not change the
basis for the termination of Executive’s employment nor be construed or interpreted as a termination of employment pursuant to
Section 3.1 or Section 3.2).
3.4
Deemed Resignations. Unless otherwise agreed to in writing by Parent or the Company and Executive prior to the termination
of Executive’s employment, any termination of Executive’s employment shall constitute (a) an automatic resignation of
Executive as an officer of the Company and each other member of the Company Group (as applicable) and (b) an automatic resignation
of Executive from the board of directors or similar governing body of any member of the Company Group, and from the board of directors
or similar governing body of any corporation, limited liability entity or other entity in which any member of the Company Group holds
an equity interest and with respect to which board or similar governing body Executive serves as any member of the Company Group’s
designee or other representative.
3.5
Meaning of Termination of Employment. For all purposes of this Agreement, Executive’s employment with the Company
shall be considered to have terminated when Executive incurs a “separation from service” with the Company within the meaning
of Section 409A(a)(2)(A)(i) of the Code and the applicable Treasury regulations and interpretive guidance issued thereunder.
4
ARTICLE
IV
COMPENSATION AND BENEFITS
4.1
Base Salary. During the term of this Agreement, beginning on the Effective Date, Executive shall receive an annualized
base salary of $425,000 (the “Base Salary”), which amount (a) shall be reviewed at least annually by the
Board (or a committee thereof) and (b) may be (but shall not be required to be) increased from time to time in the sole discretion
of the Board (or a committee thereof). Notwithstanding any provision of this Agreement, the Company may decrease Executive’s Base
Salary by up to 10% as part of similar reductions of the base salaries applicable to all of the Company’s or Parent’s executive
officers. Executive’s Base Salary shall be paid in substantially equal installments in accordance with the Company’s standard
policy regarding payment of compensation to executives as in effect from time to time but no less frequently than monthly.
4.2
Bonuses. Executive shall be eligible to participate in an annual cash incentive bonus program which will provide for a
potential annual, calendar-year bonus based on criteria determined in the discretion of the Board (the “Annual Bonus”),
with a target bonus at a sum of 75% of the Base Salary if all target levels of performance are satisfied or exceeded, it being understood
that the target bonus at planned or targeted levels of performance and the actual amount of each Annual Bonus shall be determined in
the discretion of the Board. The Company shall pay each Annual Bonus, if any, as soon as reasonably practicable after its receipt of
audited financial statements for the applicable calendar year to which the bonus relates (the “Bonus Year”),
but in no event shall such Annual Bonus, if any, be paid later than March 15 of the calendar year that follows such Bonus Year; provided,
however, that Executive will be entitled to receive payment of an Annual Bonus for a Bonus Year only if Executive is employed
by the Company on the date the Annual Bonus is paid. Notwithstanding the foregoing, for the 2026 calendar year, the Annual Bonus shall
be targeted at (a) for the period beginning on January 1, 2026 through the Effective Date, 65% of the Base Salary and (b) for
the period beginning on the Effective Date and ending on December 31, 2026, 75% of the Base Salary.
4.3
Incentive Awards. During Executive’s employment hereunder, Executive shall be eligible to receive annual long-term
incentive awards pursuant to the Long-Term Incentive Plan or such other long-term incentive plan offered by Parent or another member
of the Company Group to similarly situated executives of the Company on such terms and conditions as the Board (or a committee thereof)
shall determine from time to time. All awards, if any, granted to Executive under the Long-Term Incentive Plan or any such other plan
shall be subject to and governed by the terms and provisions of the Long-Term Incentive Plan or such other plan as in effect from time
to time and the award agreements evidencing such awards. Nothing in this Section 4.3 shall be construed to give Executive
any rights to any amount or type of grant or award except as approved by the Board (or a committee thereof) and set forth in a written
or electronic award agreement provided to Executive with respect to such grant or award.
4.4
Other Benefits. During Executive’s employment hereunder, and subject to the terms and conditions of the applicable
benefit plans and programs in effect from time to time, Executive shall be eligible to participate in all benefit plans and programs
of the Company, including improvements or modifications of the same, which are now, or may hereafter be, available to other senior executives
of the Company. The Company shall not, however, by reason of this Section 4.4, be obligated to institute, maintain, or refrain
from changing, amending, or discontinuing, any such benefit plan or program, so long as such changes are similarly applicable to other
senior executives generally. In addition, during Executive’s employment hereunder, the Company shall pay for a parking space at
Executive’s principal place of employment by the Company.
5
4.5
Expenses. Subject to Section 9.14, the Company shall reimburse Executive for all reasonable business expenses
incurred by Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on
business or at the request of and in the service of the Company; provided, that such expenses are incurred and accounted for in
accordance with the policies and procedures established by the Company or Parent. Any such reimbursement of expenses shall be made by
the Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to the Company (but
in any event not later than the close of Executive’s taxable year following the taxable year in which the expense is incurred by
Executive); provided, however, that, upon Executive’s termination of employment with the Company, in no event shall
any additional reimbursement be made prior to the Section 409A Payment Date to the extent such payment delay is required under Section 409A(a)(2)(B)(i)
of the Code. In no event shall any reimbursement be made to Executive for expenses incurred after the Date of Termination.
4.6
Vacation and Sick Leave. During Executive’s employment hereunder, Executive shall be entitled to (a) sick leave
in accordance with the Company’s policies applicable to its senior executives from time to time and (b) up to four weeks paid
vacation each calendar year (none of which may be carried forward to a succeeding year), which shall be accrued, scheduled and taken
in accordance with the Company’s vacation policy as in effect from time to time.
ARTICLE
V
PROTECTION OF INFORMATION
5.1
Disclosure to and Property of the Company. For purposes of this ARTICLE V, the term the “Company”
shall include the Company and any other member of the Company Group, and any reference to “employment” or similar terms shall
include a director or consulting relationship. All information, trade secrets, designs, ideas, concepts, improvements, product developments,
discoveries and inventions, whether patentable or not, that are conceived, made, developed, disclosed to or acquired by Executive, individually
or in conjunction with others, during the period of Executive’s employment by the Company (whether during business hours or otherwise
and whether on the Company’s premises or otherwise) that relate to the Company’s business, trade secrets, products or services
(including all such information relating to corporate opportunities, strategies, business plans, product specifications, compositions,
manufacturing and distribution methods and processes, research, financial and sales data, pricing terms, evaluations, opinions, interpretations,
acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations
or within the organization of acquisition prospects, or production, marketing and merchandising techniques, prospective names and marks)
and all writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and
other similar forms of expression (collectively, “Confidential Information”) shall be disclosed to the Company
and are and shall be the sole and exclusive property of the Company. For purposes of this Agreement, Confidential Information shall not
include any information that (a) is or becomes generally available to the public other than as a result of a disclosure or wrongful
act of Executive or any of Executive’s agents; (b) was available to Executive on a non-confidential basis before its disclosure
to Executive; or (c) becomes available to Executive on a non-confidential basis from a source other than the Company; provided
that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to the Company.
All documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models,
specifications, computer programs, E-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all
other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and
other similar forms of expression are and shall be the sole and exclusive property of the Company. Executive agrees to perform all actions
reasonably requested by the Company or its affiliates to establish and confirm such exclusive ownership. Upon termination of Executive’s
employment with the Company (and at any other time upon request by the Company), Executive promptly shall deliver all documents, files
(including electronically stored information) and other materials constituting or reflecting Confidential Information, and all copies
thereof, to the Company.
6
5.2
Disclosure to Executive. During Executive’s employment hereunder, the Company shall disclose to Executive, and place
Executive in a position to have access to or develop, Confidential Information.
5.3
No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information.
Executive agrees that Executive will not, at any time during or after Executive’s employment hereunder, make any unauthorized disclosure
of, Confidential Information, or make any use thereof, except, in each case, in the carrying out of Executive’s responsibilities
hereunder. Executive shall use reasonable efforts to cause all persons or entities to whom or which any Confidential Information shall
be disclosed by Executive hereunder to preserve and protect the confidentiality of such Confidential Information. Executive shall have
no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required
by law. Executive agrees that all Confidential Information (whether now or hereafter existing) conceived, discovered or made by Executive
during the period of Executive’s employment by the Company belongs to the Company (and not to Executive), and upon request by the
Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform
all actions reasonably requested by the Company to establish and confirm such exclusive ownership. As a result of Executive’s employment
by the Company, Executive may also from time to time have access to, or knowledge of, confidential information of third parties that
provide such information to the Company with an expectation of confidence, including customers, suppliers, partners, joint venturers,
and the like. Executive also agrees to preserve and protect the confidentiality of all such third-party confidential information in accordance
with the Company’s obligations relating thereto.
5.4
Ownership by the Company. If, during Executive’s employment by the Company, Executive creates any work of authorship
fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, computer
programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like)
relating to the Company’s business, products, or services, whether such work is created solely by Executive or jointly with others
(whether during business hours or otherwise and whether on the Company’s premises or otherwise), the Company shall be deemed the
author of such work if the work is prepared by Executive in the scope of Executive’s employment; or, if the work relating to the
Company’s business, products, or services is not prepared by Executive within the scope of Executive’s employment but is
specially ordered by the Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as
a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made
for hire and the Company shall be the author of the work. If the work relating to the Company’s business, products, or services
is neither prepared by Executive within the scope of Executive’s employment nor a work specially ordered that is deemed to be a
work made for hire during Executive’s employment by the Company, then Executive hereby agrees to assign, and by these presents
does assign, to the Company, all of Executive’s worldwide right, title, and interest in and to such work and all rights of copyright
therein.
7
5.5
Assistance by Executive. During the period of Executive’s employment by the Company, Executive shall assist the Company
and any Company nominee, at any time, in the protection of the Company’s worldwide right, title and interest in and to Confidential
Information and the execution of all formal assignment documents requested by the Company or its nominee(s) and the execution of all
lawful oaths and applications for patents and registration of copyright in the United States and foreign countries. After Executive’s
employment with the Company terminates, at the request from time to time and expense of the Company, Executive shall assist the Company
or its nominee(s) in the protection of the Company’s worldwide right, title and interest in and to Confidential Information and
the execution of all formal assignment documents requested by the Company or its nominee and the execution of all lawful oaths and applications
for patents and registration of copyright in the United States and foreign countries provided, however, that such assistance
from Executive after Executive’s employment with the Company terminates shall be at the Company’s expense and shall not require
Executive to expend unreasonable periods of time or unreasonably interfere with any obligations Executive may have to provide services
to other persons or entities.
5.6
Remedies. Executive acknowledges that money damages would not be a sufficient remedy for any breach of this ARTICLE V
by Executive, and the Company shall be entitled to enforce the provisions of this ARTICLE V by terminating payments then
owing to Executive under this Agreement or otherwise and to specific performance and injunctive relief as remedies for such breach or
any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this ARTICLE V but shall
be in addition to all remedies available at law or in equity, including the recovery of damages from Executive and Executive’s
agents.
5.7
Permitted Disclosures. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit
or restrict Executive from lawfully (a) initiating communications directly with, cooperating with, providing information to, causing
information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s)
(collectively, “Governmental Authorities”) regarding a possible violation of any law; (b) responding to
any inquiry or legal process directed to Executive individually from any such Governmental Authorities; (c) testifying, participating
or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (d) making
any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal
Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law
for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official,
either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation
of law; or (ii) is made to Executive’s attorney in relation to a lawsuit for retaliation against Executive for reporting a
suspected violation of law; or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing
is made under seal. Nor does this Agreement require Executive to obtain prior authorization from the Company before engaging in any conduct
described in this paragraph, or to notify the Company that Executive has engaged in any such conduct.
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ARTICLE
VI
EFFECT OF TERMINATION OF EMPLOYMENT ON COMPENSATION
6.1
Effect of Termination of Employment on Compensation.
(a)
If Executive’s employment hereunder shall terminate: (i) pursuant to a termination by the Company pursuant to Section 3.2(b),
or (ii) pursuant to Executive’s resignation other than for Good Reason, then all compensation and all benefits to Executive
hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (A) payment
of all accrued and unpaid Base Salary earned to the Date of Termination as well as any Annual Bonus that has been earned pursuant to Section 4.2
for the calendar year ending on or prior to the Date of Termination but remains unpaid as of the Date of Termination (which Annual Bonus,
if any, shall be paid in a lump sum at the time provided for payment in Section 4.2); provided that if such termination
is by the Company pursuant to Section 3.2(b), then no such Annual Bonus shall be paid, (B) reimbursement for all incurred
but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.5, and (C) benefits
to which Executive is entitled under the terms of any applicable benefit plan or program.
(b)
If Executive’s employment hereunder shall terminate: (i) pursuant to Executive’s resignation for Good Reason,
or (ii) pursuant to a termination by the Company pursuant to Section 3.2(c), then all compensation and all benefits to
Executive hereunder shall terminate contemporaneously with such termination of employment, except that (A) Executive shall be entitled
to receive the compensation and benefits described in clauses (A) through (C) of Section 6.1(a), and (B) subject to (x) Executive’s
execution and delivery to the Company by the Release Expiration Date (and non-revocation within any time provided to do so) of the Release;
and (y) Executive’s abiding by the terms of ARTICLE V and ARTICLE VII, then Executive shall be entitled
to receive the payments and benefits set forth in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii) below.
(i) The
Company shall pay to Executive a total amount equal to the Severance Multiple multiplied by the sum of: Executive’s Base
Salary for the year in which such termination occurs and the Executive’s then-current target Annual Bonus (such amount being
referred to as the “Severance Payment”). The Severance Payment will be divided into 12 substantially equal
installments. On the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after Date of
Termination, the Company shall pay to Executive, without interest, a number of such installments equal to the number of such
installments that would have been paid during the period beginning on the Date of Termination and ending on the Company’s
first regularly scheduled pay date that is on or after the date that is 60 days after the Date of Termination had the installments
been paid on a monthly basis commencing on the Company’s first regularly scheduled pay date coincident with or next following
the Date of Termination, and each of the remaining installments shall be paid on a monthly basis thereafter; provided, however,
that to the extent, if any, that the aggregate amount of the installments of the Severance Payment that would otherwise be paid
pursuant to the preceding provisions of this Section 6.1(b)(i) after March 15 of the calendar year following the
calendar year in which the Date of Termination occurs (the “Applicable March 15”) exceeds the maximum
exemption amount under Treasury Regulation Section 1.409A-l(b)(9)(iii)(A), then such excess shall be paid to Executive in a
lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable
March 15 is not a business day) and the installments of the Severance Payment payable after the Applicable March 15 shall
be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the
next succeeding installment until the aggregate reduction equals such excess). As used herein, the “Severance
Multiple” shall mean one; provided, however, that if the Date of Termination occurs on or at any time
within the 24-month period immediately following a Change in Control (as defined in the Long-Term Incentive Plan), then the
Severance Multiple shall mean two.
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(ii)
Subject to the achievement of the level of performance necessary for participants in the Company’s annual cash incentive
bonus program to receive cash bonuses for the Bonus Year that includes the Date of Termination, the Company shall pay to Executive a prorated
portion of Executive’s Annual Bonus for such Bonus Year by multiplying (A) the amount of such Annual Bonus that Executive would
have been eligible to receive had Executive remained employed by the Company through the date of payment of such Annual Bonus, based on
actual performance, by (B) a fraction, the numerator of which is the number of days that elapsed from the first day of such Bonus
Year up to and including the Date of Termination and the denominator of which is the number of days in such Bonus Year (such product of
the foregoing clauses (A) and (B), the “Prorated Bonus”). The Prorated Bonus shall be payable in a lump
sum on the date that bonuses under the Company’s annual cash incentive bonus program with respect to such Bonus Year are payable
to other participants in such program but in no event later than March 15 of the calendar year following the calendar year in which
the Date of Termination occurs.
(iii)
During the portion, if any, of the 18-month period following the Date of Termination (the “Reimbursement Period”)
that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s
group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
the Company shall promptly reimburse Executive on a monthly basis for the entire amount Executive pays to effect and continue such coverage
(the “Monthly Reimbursement Amount”). Each payment of the Monthly Reimbursement Amount shall be paid to Executive
on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Executive
submits to the Company documentation of the applicable premium payment having been paid by Executive, which documentation shall be submitted
by Executive to the Company within 60 days following the date on which the applicable premium payment is paid. Executive shall be eligible
to receive such reimbursement payments until the earliest of: (A) the last day of the Reimbursement Period; (B) the date Executive
is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive coverage
under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Executive);
provided, however, that the election of COBRA continuation coverage and the payment of any premiums due with respect to
such COBRA continuation coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for
payment of any such premiums relating to such COBRA continuation coverage. Notwithstanding the foregoing, if the provision of the benefits
described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on the Company,
then the Company and Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially
equivalent benefits to Executive without such adverse impact on the Company.
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(c)
Notwithstanding any other provision in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c)
of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits that Executive
has the right to receive from the Company or any other member of the Company Group, would constitute a “parachute payment”
(as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (i) reduced
(but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company and any other
members of the Company Group will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined
in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to
the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better net after-tax position
to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction
of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder
in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last
in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing
any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the
payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made
or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company
and any other members of the Company Group used in determining whether a “parachute payment” exists, exceeds one dollar ($1.00)
less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification
that an overpayment has been made. Nothing in this Section 6.1(c) shall require the Company or any other member of the Company
Group to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999
of the Code.
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ARTICLE
VII
NON-COMPETITION AGREEMENT
7.1
Definitions. As used in this ARTICLE VII, the following terms shall have the following meanings:
(a)
“Business” means: (i) for the period of time in which Executive is employed by any member of the
Company Group, the provision and sale of the products and services provided by any member of the Company Group during the course of Executive’s
employment or affiliation therewith and other products and services that are functionally equivalent to the foregoing and (ii) for
the period of time within the Prohibited Period in which Executive is not employed by any member of the Company Group, the provision and
sale of the products and services that were provided by the Company Group during the period of time in which Executive was employed by
such member of the Company Group and other products and services that are functionally equivalent to the foregoing. The Business includes
for purposes of both clauses (i) and (ii): (A) the provision of equipment and services used in the completion of wells for the
production of oil and natural gas (including cementing, wireline and coiled tubing services), and (B) the provision of production
enhancement and well workover services and the sale or rental of equipment relating thereto in connection with the production of oil and
natural gas.
(b)
“Competing Business” means any business, individual, partnership, firm, corporation or other entity (other
than any member of the Company Group) which engages in, or is preparing to engage in, the Business in the Restricted Area.
(c)
“Prohibited Period” means the period during which Executive is employed by any member of the Company
Group and a period of 12 months following the date that Executive is no longer employed by any member of the Company Group.
(d)
“Restricted Area” means the geographic areas set forth on Appendix A hereto and any other
geographic area within a 100-mile radius of any other location where any member of the Company Group conducts or has material plans to
conduct the Business and Executive has direct or indirect responsibilities for, or Confidential Information about, such Business.
7.2
Non-Competition; Non-Solicitation. Executive and the Company agree that the non-competition and non-solicitation provisions
of this ARTICLE VII are a material inducement for the Company to employ Executive and that this ARTICLE VII is
necessary to protect the Confidential Information of the Company and the other members of the Company Group disclosed or entrusted to
Executive by the Company Group or created or developed by Executive for the Company Group, and to protect the business goodwill of the
Company Group.
(a)
Subject to the exceptions set forth in Sections 7.2(b) and 7.2(d), Executive expressly covenants and agrees
that during the Prohibited Period Executive will refrain from carrying on or engaging in, directly or indirectly, any business that is
competitive with, or similar to, that of any member of the Company Group in the Restricted Area. Accordingly, Executive covenants and
agrees that Executive will not, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner or member
of (or an independent contractor to), control or participate in, be connected with or otherwise be affiliated with any business, individual,
partnership, firm, corporation or other entity which constitutes a Competing Business in the Restricted Area, as Executive expressly agrees
that each of the foregoing activities would represent carrying on or engaging in a business similar to (or the same as) any member of
the Company Group, as prohibited by this Section 7.2(a).
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(b)
Notwithstanding the restrictions contained in Section 7.2(a), Executive may own an aggregate of not more than 5% of
the outstanding stock of any class of any corporation that is a Competing Business, if such stock is listed on a national securities exchange
or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of
Section 7.2(a), provided that neither Executive nor any of Executive’s affiliates has the power, directly or
indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation.
(c)
Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, directly or indirectly
solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen
such customer’s or supplier’s business with the Company Group.
(d)
Notwithstanding the above-referenced limitations in Sections 7.2(a) and 7.2(c) above, such limitations shall
not apply in those portions of the Restricted Area located within the State of Oklahoma. Instead, Executive agrees that the restrictions
on Executive’s activities within those portions of the Restricted Area located within the State of Oklahoma (in addition to those
restrictions set forth in Section 7.2(e) and ARTICLE V above) shall be as follows: during the Prohibited Period,
Executive will not directly or indirectly solicit the sale of goods, services, or a combination of goods and services from the established
customers of the Company or any other member of the Company Group.
(e)
Executive further expressly covenants and agrees that during the period that Executive is employed by any member of the Company
Group and a period of 12 months following the date that Executive is no longer employed by any member of the Company Group, Executive
will not directly or indirectly solicit, canvass, approach, encourage, entice or induce any employee of, or individual acting as a consultant
to, the Company Group to terminate his or her employment or engagement with any member of the Company Group.
(f) Before
accepting employment with any other person or entity during the Prohibited Period, Executive will inform such person or entity of
the restrictions contained in this ARTICLE VII.
7.3
Relief. Executive and the Company agree and acknowledge that the limitations as to time, geographical area and scope of
activity to be restrained as set forth in Section 7.2 are reasonable in all respects and do not impose any greater restraint
than is necessary to protect the legitimate business interests of the Company Group. Executive and the Company also acknowledge that
money damages would not be sufficient remedy for any breach of this ARTICLE VII by Executive, and the Company or any other
member of the Company Group shall be entitled to enforce the provisions of this ARTICLE VII by terminating payments then
owing to Executive under this Agreement or otherwise and to seek specific performance and injunctive relief as remedies for such breach
or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this ARTICLE VII but shall
be in addition to all remedies available at law or in equity, including the recovery of damages from Executive and Executive’s
agents.
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7.4
Reasonableness; Enforcement. Executive hereby represents to the Company that Executive has read and understands, and agrees
to be bound by, the terms of this ARTICLE VII. Executive acknowledges that the geographic scope and duration of the covenants
contained in this ARTICLE VII are the result of arm’s-length bargaining and are fair and reasonable in light of (a)
the nature and wide geographic scope of the Company Group’s operations of the Business, which is conducted throughout the Restricted
Area (b) Executive’s level of control over and contact with the Company’s Group’s business in all jurisdictions in
which it is conducted, and (c) the amount of Confidential Information to which Executive has or will have access in connection with the
performance of Executive’s duties hereunder.
7.5
Reformation. The Company and Executive agree that the foregoing restrictions are reasonable in all respects and that any
breach of the covenants contained in this ARTICLE VII would cause irreparable injury to the Company Group. Executive understands
that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the Restricted Area during
the Prohibited Period, but acknowledges that Executive will receive sufficient consideration from the Company to justify such restriction.
Further, Executive acknowledges that Executive’s skills are such that Executive can be gainfully employed in noncompetitive employment,
and that the agreement not to compete will not prevent Executive from earning a living. Nevertheless, if any of the aforesaid restrictions
are found by an arbitrator or court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions herein set forth to be modified by the arbitrator or court making such determination
so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively
at this time, the Company and Executive intend to make this provision enforceable under the law or laws of all applicable jurisdictions
so that the entire agreement not to compete and this Agreement as prospectively modified shall remain in full force and effect and shall
not be rendered void or illegal. Such modification shall not affect the payments made to Executive under this Agreement. If an arbitrator
or court determines that Executive violated any covenant contained in this Agreement, Executive understands and agrees that such arbitrator
or court may extend the duration of the restrictions to account for the period of time that the arbitrator or court determines Executive
was in violation of the covenant, to the extent permitted by applicable law.
ARTICLE
VIII
DISPUTE RESOLUTION
8.1
Arbitration. All claims or disputes between Executive and the Company or any other member of the Company Group (including
claims relating to the validity, scope and enforceability of this ARTICLE VIII and claims arising under any federal, state
or local law regarding the terms and conditions of employment or prohibiting discrimination in employment or governing the employment
relationship in any way) shall be submitted for final and binding arbitration in Houston, Texas in accordance with the then-applicable
rules for resolution of employment disputes of the American Arbitration Association (“AAA”). The arbitration
shall be conducted by a single arbitrator chosen pursuant to the then-applicable rules for resolution of employment disputes of the AAA,
and the Company or another member of the Company Group shall bear the costs of such arbitration. For the avoidance of doubt, the Company’s
(or another member of the Company Group’s) assumption of costs referenced in the previous sentence applies to the costs of the
AAA only, and does not include attorney or expert fees or other fees or costs incurred by Executive. The arbitrator shall apply the substantive
law of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other state’s law),
or federal law, or both as applicable to the claims asserted. All claims and disputes shall be arbitrated on an individual basis, and
each party hereto hereby foregoes and waives any right to arbitrate any claim or dispute as a class action or collective action or on
a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated,
or to participate as a class member in such a proceeding. The results of the arbitration and the decision of the arbitrator will be final
and binding on the parties and each party agrees and acknowledges that these results shall be enforceable in a court of law. No demand
for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would
be barred by the applicable statute(s) of limitations. In the event either party must resort to the judicial process to enforce the provisions
of this Agreement, the award of an arbitrator or equitable relief granted by an arbitrator, the party successfully seeking enforcement
shall be entitled to recover from the other party all costs of such litigation, including reasonable attorneys’ fees and court
costs. To the fullest extent permitted by law, all proceedings conducted pursuant to this agreement to arbitrate, including any order,
decision or award of the arbitrator, shall be kept confidential by the parties. Notwithstanding the foregoing, Executive and the Company
further acknowledge and agree that a court of competent jurisdiction residing in Houston, Texas shall have the power to maintain the
status quo pending the arbitration of any dispute under this ARTICLE VIII, and this ARTICLE VIII shall not require
the arbitration of any application for emergency, temporary or preliminary injunctive relief (including temporary restraining orders)
by either party pending arbitration, including any application for emergency, temporary or preliminary injunctive relief for any claim
arising out of ARTICLE V or ARTICLE VII of this Agreement; provided, however, that the remainder
of any such dispute beyond the application for such emergency, temporary or preliminary injunctive relief shall be subject to arbitration
under this Article VIII. THE PARTIES ACKNOWLEDGE THAT, BY SIGNING THIS AGREEMENT, THEY ARE KNOWINGLY AND VOLUNTARILY WAIVING ANY RIGHTS
THAT THEY MAY HAVE TO A JURY TRIAL OR, EXCEPT AS EXPRESSLY PROVIDED HEREIN, A COURT TRIAL OF ANY CLAIM THAT IS SUBJECT TO THIS ARTICLE VIII.
Nothing in this ARTICLE VIII shall prohibit a party to this Agreement from (a) instituting litigation to enforce any
arbitration award, or (b) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party
to this Agreement. Further, nothing in this ARTICLE VIII precludes Executive from filing a charge or complaint with a federal,
state or other governmental administrative agency.
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ARTICLE
IX
MISCELLANEOUS
9.1
Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and
shall be deemed to have been duly given (a) when received if delivered personally or by courier, (b) five business days after
deposit in the United States mail, if delivered by certified mail, postage prepaid, return receipt requested or (c) one business
day after deposit with a delivery service if delivered by a nationally recognized overnight delivery service with proof of receipt maintained
as follows:
If to Executive, addressed to: Executive’s home address on file with the Company.
If to the Company, addressed
to: Nine Energy Service, LLC
16945 Northchase Drive, Suite 1600
Houston, TX 77060
Attn: Chief Executive
Officer
or to such other address as either party may furnish
to the other in writing in accordance herewith, except that notices or changes of address shall be effective only upon receipt.
9.2
Applicable Law; Submission to Jurisdiction.
(a) This
Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas, without regard to
conflicts of laws principles thereof
(b) With
respect to any claim or dispute related to or arising under this Agreement, the parties hereby consent to the arbitration provisions
of ARTICLE VIII and recognize and agree that should any resort to a court be necessary and permitted under this
Agreement, then they consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Harris
County, Texas. Notwithstanding the foregoing, the Company may seek emergency, temporary or preliminary injunctive relief (including
temporary restraining orders) with respect to any breaches or threatened breaches by Executive of ARTICLE V or ARTICLE VII
in any court of competent jurisdiction.
9.3
No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require
compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.
9.4
Severability. If an arbitrator or a court of competent jurisdiction determines that any provision of this Agreement (or
part thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or part thereof) shall not affect
the validity or enforceability of any other provision (or part thereof) of this Agreement, and all other provisions (and parts thereof)
shall remain in full force and effect.
9.5
Counterparts. This Agreement may be executed in one or more counterparts (including portable document format (.pdf) and
facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same
Agreement.
9.6
Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant
to this Agreement all federal, state, city and other taxes and withholdings as may be required pursuant to any law or governmental regulation
or ruling and all other customary deductions made with respect to the Company’s employees generally.
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9.7
Titles and Headings; Interpretation. The Section headings have been inserted for purposes of convenience and shall not
be used for interpretive purposes, and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define
or otherwise affect the provisions hereof. Any and all Exhibits or Attachments referred to in this Agreement are, by such reference,
incorporated herein and made a part hereof for all purposes. Unless the context requires otherwise, all references herein to an agreement,
instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified
and restated from time to time to the extent permitted by the provisions thereof. The word “or” as used herein is not exclusive
and is deemed to have the meaning “and/or.” All references to “dollars” or “$” in this Agreement
refer to United States dollars. The words “herein”, “hereof’, “hereunder” and other compounds of
the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular provision
hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the
plural and conversely. The use herein of the word “including” following any general statement, term or matter shall not be
construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar
items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or
words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could
reasonably fall within the broadest possible scope of such general statement, term or matter. Neither this Agreement nor any uncertainty
or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On
the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the
ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.
9.8
Successors. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company.
The Company may assign this Agreement, including to any affiliate or subsidiary or successor that succeeds to all or substantially all
of the assets, business or operations of the Company, without the consent of Executive. Except as provided in the preceding sentences,
this Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit
or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation
of law or otherwise, without the prior written consent of the other party.
9.9
Effect of Termination of Employment Relationship. The provisions of ARTICLES V, VI, VII and VIII
and those provisions necessary to interpret, apply and enforce them, shall survive any termination of this Agreement and any termination
of the employment relationship between Executive and the Company.
9.10
Entire Agreement. Except as provided in any signed written agreement contemporaneously or hereafter executed by the Company
and Executive, this Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains
all the covenants, promises, representations, warranties and agreements between the parties with respect to the employment of Executive
by the Company, including for the avoidance of doubt (a) that certain Employment Agreement, dated as of January 10, 2025, by
and among the Company, Executive and Parent (the “Prior Agreement”) and (b) any agreements, promises, understandings,
in each case, whether written or oral, related to Executive’s prior role as Interim Chief Financial Officer; provided, however,
that the provisions of this Agreement are in addition to and complement (and do not replace or supersede) any other written agreement(s)
or parts thereof between Executive and any member of the Company Group providing for restrictive covenants similar to ARTICLE V
or ARTICLE VII, such agreement shall also apply pursuant to its terms. Without limiting the scope of the preceding sentence,
all understandings and agreements preceding the date of execution of this Agreement and relating to the subject matter hereof are hereby
null and void and of no further force and effect. In entering into this Agreement, Executive expressly acknowledges and agrees that Executive
has received all sums and compensation that Executive has been owed or ever could be owed by the Company or any other member of the Company
Group (including pursuant to the Prior Agreement or any other prior employment agreement between Executive and any member of the Company
Group) for all services provided during periods prior to the date Executive signs this Agreement.
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9.11
Modification; Waiver. Any modification to or waiver of this Agreement will be effective only if it is in writing and signed
by the parties to this Agreement.
9.12
Third-Party Beneficiaries. Any member of the Company Group that is not a signatory to this Agreement shall be a third-party
beneficiary of Executive’s commitments, representations, covenants and promises set forth in ARTICLES V, VII
and VIII and shall be entitled to enforce such commitments, representations, covenants and promises as if a party hereto.
9.13
Executive’s Representations and Warranties. Executive represents and warrants to the Company that (a) Executive
does not have any agreements or obligations with Executive’s prior employers or other third parties that will prohibit Executive
from working for any member of the Company Group or fulfilling Executive’s duties and obligations to the Company Group pursuant
to this Agreement and (b) Executive has complied, and will comply, with all duties imposed on Executive with respect to Executive’s
former employers and all other third parties. Executive expressly promises that Executive will not: (i) introduce any confidential,
proprietary or other similar information belonging to any prior employer to the premises or computer systems of any member of the Company
Group; or (ii) use or disclose any legally protected information belonging to any former employer or other third party in the course
of Executive’s employment hereunder.
9.14
Section 409A.
(a)
Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A
of the Code and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”)
or an applicable exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement
that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term
deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment
payment provided under this Agreement shall be treated as a separate payment.
(b)
To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified
deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company
no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the
right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount
of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for
reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated
with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject
to a limit related to the period in which the arrangement is in effect.
(c)
Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would be subject
to additional taxes and interest under Section 409A if Executive’s receipt of such payment or benefit is not delayed until
the Section 409A Payment Date, then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable)
until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits
provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group
be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance
with Section 409A.
9.15
Clawback. To the extent required by applicable law or any applicable securities exchange listing standards, or
as otherwise determined by the Board (or a committee thereof), amounts of incentive-based compensation paid or payable under this
Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by Parent, the Company or any
other member of the Company Group, which clawback policies or procedures may provide for forfeiture and/or recoupment of
incentive-based compensation paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary,
Parent, the Company and each other member of the Company Group reserves the right, without the consent of Executive, to adopt any
such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive
effect.
[Signature page follows]
17
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of this 22ND day of May, 2026.
NINE ENERGY SERVICE, LLC.
By:
/s/ Ann G Fox
Name:
Ann G. Fox
Title:
President and Chief Executive Officer
For the limited purpose of acknowledging
and agreeing to Section 4.3:
NINE ENERGY SERVICE, INC.
By:
/s/ Ann G. Fox
Name:
Ann G. Fox
Title:
President and Chief Executive Officer
EXECUTIVE
/s/ Heather Schmidt
[Signature Page to Amended and Restated Employment
Agreement]
18
APPENDIX A
RESTRICTED AREA
The following States: Alaska, Colorado, Montana,
New Mexico, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas, West Virginia and Wyoming.
The following parishes within the State of Louisiana:
Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne,
Concordia, DeSoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson,
Jefferson Davis, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines,
Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John, St. Landry, St. Martin,
St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll,
West Feliciana, and Winn.
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