Adoption of Long-Term Cash Incentive Plan

On June 10, 2017, the Board of Directors of Newpark Resources, Inc.
(the Company) approved the Long-Term Cash Incentive Plan (the Cash
Plan), a sub-plan to the 2015 Employee Equity Incentive Plan, as
amended (the 2015 Equity Incentive Plan). The Cash Plan authorizes
the grant of cash awards (the Cash Awards), which provide an
opportunity for employees to receive a cash payment upon either (i)
the completion of a service period of one year or greater
(Time-Based Awards) or (ii) the achievement of predetermined
performance criteria (the Performance Criteria) at the end of a
performance period of one year or greater (the Performance Period)
in compliance with the performance-based compensation exception to
Section 162(m) of the Internal Revenue of Code of 1986, as amended
(Performance-Based Awards).

For a description of the material terms of the 2015 Equity Plan
(including the specific performance criteria set forth thereunder),
see Proposal No. 3: Approval of the Adoption of 2015 Employee
Equity Incentive Plan – Summary of 2015 Plan included in the
Companys definitive Proxy Statement dated April 9, 2015, which
description is incorporated herein by reference, see Proposal No.
3: Approval of an Amendment to the 2015 Employee Equity Incentive
Plan – Summary of the Amended 2015 Plan included in the Companys
definitive Proxy Statement dated April 6, 2016, which description
is incorporated herein by reference and see Proposal No. 4:
Approval of an Amendment to the 2015 Employee Equity Incentive Plan
– Summary of the 2015 Plan included in the Company’s definitive
Proxy Statement dated April 6, 2017. Such descriptions are
qualified in their entirety by reference to the full text of the
2015 Equity Incentive Plan, which was filed as Exhibit 4.7 to the
Companys Registration Statement on Form S-8 filed May 22, 2015, and
is incorporated herein by reference, the text of Amendment No. 1 of
the 2015 Equity Incentive Plan, which was filed as Exhibit 4.8 to
the Company’s Registration Statement on Form S-8 filed on May 19,
2016, and is incorporated herein by reference and the text of
Amendment No. 2 of the 2015 Equity Incentive Plan, which was filed
as Exhibit 4.9 to the Company’s Registration Statement on Form S-8
filed on May 18, 2017.

The Cash Plan is administered by the Compensation Committee of the
Board of Directors of the Company (the Compensation Committee).
Subject to the terms of the 2015 Equity Incentive Plan, the
Compensation Committee has the full power and authority to make all
decisions as required in the administration of the Cash Plan. In
particular, the Compensation Committee has the authority: (a) to
select eligible employees to whom Cash Awards under the Cash Plan
may from time to time be granted (b) to determine the terms and
conditions of the Cash Awards, not inconsistent with the terms of
the 2015 Equity Incentive Plan, including whether such awards will
be Time-Based Awards or Performance-Based Awards; (c) with respect
to Time-Based Awards, to determine the vesting schedule and
projected amount payable under such award; and (d) with respect to
Performance-Based Awards, to determine the relevant Performance
Period, Performance Criteria and threshold, target, and maximum
amounts payable under such award.

Payments under Time-Based Awards will be made within 30 days
following each applicable vesting date. Payments under
Performance-Based Awards will be made after the completion of each
Performance Period as soon as practicable following the
Compensation Committees certification of the extent to which the
Performance Criteria were achieved or exceeded.

Approval of Award Agreements

In connection with the approval of the Cash Plan, the Compensation
Committee approved forms of agreements for Time-Based Awards and
Performance-Based Awards (each, an Award Agreement) under the Cash
Plan.

The Performance Criteria established by the Compensation Committee
for the Performance-Based Awards are based on the relative ranking
of the Companys total shareholder return (TSR) as compared to the
TSR of the Companys designated peer group (the Peer Group). The TSR
of the Company and the Peer Group will be calculated with the
beginning TSR price being equal to the average closing price over
the 30-calendar days beginning on the first day of the Performance
Period and ending TSR price being equal to the average closing
price over the 30-calendar days ending the final day of the
Performance Period.

The payout for each Performance-Based Award ranges from 0% – 150%
of target based on the following matrix:

If performance is between Threshold and Target or Target and
Maximum the value of the Performance-Based Award earned is based
upon the formula set forth in the applicable Award Agreement;
however, no payment shall be made with respect to the Performance
Period if the threshold Performance Criteria for that Performance
Period are not achieved.

The other terms of the Performance-Based Awards and the terms of
the Time-Based Awards are set forth in the applicable Award
Agreement.

Grants of Awards to Executive Officers

On June 10, 2017, the Companys executive officers were granted
Time-Based Awards and Performance-Based Awards. The Time-Based
Award will vest equally on June 1 over three years, except Mr.
Smith whose award will vest on June 1 over two years, of the
vesting commencement date and will have the following potential
payout amounts: Paul Howes – $618,750; Gregg Piontek – $173,250;
Bruce Smith – $104,000; Mark Airola – $182,875; and Matthew Lanigan
– $131,250. The Performance Period for the performance-based awards
will begin June 1, 2017 and end May 31, 2020 and will have the
following target payout amounts: Paul Howes – $618,750; Gregg
Piontek – $173,250; Bruce Smith – $104,000; Mark Airola – $182,875;
and Matthew Lanigan – $131,250.

The foregoing summary is qualified in its entirety by reference to
the text of the Cash Plan and each Award Agreement, which are filed
as Exhibits 10.1 through 10.3 to this Current Report on Form 8-K
and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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