NEWPARK RESOURCES, INC. (NYSE:NR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed by Newpark Resources, Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2018, the Company and Phillip T. Vollands mutually agreed, effective November 15, 2018, to terminate his Employment Agreement dated July 1, 2017.
On December 3, 2018, the Company and Mr. Vollands entered into a Separation Agreement and General Release (the “Separation Agreement”), to be effective as of the "Effective Date" as defined therein. The Separation Agreement requires that, as a condition to the receipt of certain benefits therein, Mr. Vollands continue to comply with certain post-employment restrictions contained in his Employment Agreement, including confidentiality provisions and restrictive covenants, including non-solicitation restrictions, non-disparagement obligations and non-compete restrictive covenants.
to the terms of his Employment Agreement dated July 1, 2017, Mr. Vollands will receive or has received, as applicable, (i) all regular pay through the Effective Date, (ii) payment for all accrued, unused vacation through the Effective Date, (iii) a total gross separation amount of $1,105,360.25, (iv) continued coverage under group health and other plans for 18 months, with 12 months being paid by the Company, and (v) access to independent outplacement services not to exceed a value of $20,000. All payments to his Employment Agreement are subject to applicable tax withholding.
In return for his execution of the Separation Agreement, Mr. Vollands will be entitled to the following post-employment compensation and benefits in addition to those contained in his Employment Agreement: (i) vesting of a pro rata portion of the restricted stock unit granted to Mr. Vollands on May 18, 2017, (ii) vesting of a pro rata portion of the long term cash incentive award granted to Mr. Vollands on June 10, 2017, (iii) extension of the post-termination exercise period for currently vested non-qualified stock options to twelve (12) months, and (iv) a cash payment of $69,445.25 which is equal to the remaining portion of Mr. Volland's 2017 annual cash incentive plan award.
The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by the Separation Agreement and General Release, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The foregoing description of the compensation and benefits available to Mr. Vollands to his Employment Agreement is not complete and is qualified in its entirety by his Employment Agreement dated as of July 1, 2017, which is incorporated by reference and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 3, 2017.
Item 9.01. Financial Statements and Exhibits.
Separation Agreement and General Release between Newpark Resources, Inc. and Phillip T. Vollands, dated December 3, 2018.
NEWPARK RESOURCES INC ExhibitEX-10.1 2 ex101_8k20181203.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1EXECUTIVE SEPARATION AGREEMENT AND GENERAL RELEASEThis Executive Separation Agreement and General Release (“Agreement”) is made by and between Newpark Resources,…To view the full exhibit click
About NEWPARK RESOURCES, INC. (NYSE:NR)
Newpark Resources, Inc. is an oil and gas supplier. The Company provides products and services to the oil and gas exploration (E&P) industry. The Company operates its business through two segments: Fluids Systems, and Mats and Integrated Services. The Company’s Fluids Systems segment offers customized solutions, including technical drilling projects involving subsurface conditions, such as horizontal, directional, geologically deep or deep water drilling. It offers drilling fluids solutions to E&P customers in North America; Europe, the Middle East and Africa (EMEA); Latin America, and Asia Pacific. The Mats and Integrated Services segment provides composite mat rentals, well site construction and related site services to oil and gas customers at well, production, transportation and refinery locations in the United States. The Company manufactures DURA-BASE Advanced Composite Mats for use in its rental operations, as well as for third-party sales.