Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Key Employee Incentive Plan

On December 23, 2016, following approval by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Nuverra Environmental Solutions, Inc. (the “Company”), the Company adopted a Key Employee Incentive Plan (the “Plan”). The Plan is structured to incentivize certain senior executive officers (the “Key Executives”) whose employment and performance is critical to the success of the Company.

Under the Plan, the Key Executives will be eligible to receive monthly incentive payments based upon the Company’s achievement of pre-established performance targets relating to adjusted earnings before interest, taxes, depreciation and amortization and Company-wide safety scores. to the Plan, the Key Executives will not receive the monthly incentive payment if the Company’s performance for that month falls below 50% of the applicable performance target, and the Key Executives monthly incentive payments are limited to a maximum of 150% of target. Monthly incentive payments under the Plan are calculated as follows: (i) performance at 50% of target for a given month provides a payout for that month equal to ten percent of the Key Executive’s current annual base salary; and (ii) the monthly incentive payment for performance above or below the target level, subject to the minimum and maximum thresholds described above, is determined by the application of linear interpolation.

The Plan covers a 15-month period beginning October 2016 through December 2017. Subject to certain exceptions, Key Executives must remain continuously employed by the Company through each payment date in order to receive the monthly incentive payment. Key Executives will forfeit future payments of monthly incentive compensation if they are terminated for cause or voluntarily terminate their employment, other than for good reason (as defined in their respective employment agreements). If the Key Executive is terminated without cause, resigns for good reason, becomes disabled or dies, he or she shall remain eligible to continue to receive the monthly incentive payments for the remainder of the incentive period, subject to the execution of a release of claims.

The Plan is structured to be applicable to such Key Executives of the Company who may be designated as participants from time to time by the Compensation Committee. Joseph M. Crabb, the Company’s Executive Vice President & Chief Legal Officer, initially is the only participant in the Plan.

The foregoing description of the Plan is only a summary and does not purport to be a complete description of the terms and conditions under the Plan, and such description is qualified in its entirety by reference to the full text of the Plan, a copy of which will be attached as an exhibit to the Company’s 2016 Annual Report on Form 10-K, its next periodic filing.

Employment Agreement Amendment

On December 23, 2016, following approval by the Compensation Committee, the Company and Mr. Crabb entered into a First Amendment to Employment Agreement (the “First Amendment”), which amends the Employment Agreement, dated February 5, 2016, between the Company and Mr. Crabb (the “Employment Agreement”). The First Amendment amends the Employment Agreement by providing Mr. Crabb a 2016 incentive bonus in an amount equal to seventy-five percent of Mr. Crabb’s current annual base salary, which vests upon the successful completion of a transaction (as defined in the First Amendment) or Mr. Crabb’s termination without cause, for good reason, or due to his death or disability. For purposes of the First Amendment, a transaction means a change of control (as defined in the Employment Agreement), occurrence of the effective date of a confirmed plan of reorganization under Chapter 11 bankruptcy, or an out-of-court recapitalization or restructuring. The Company in its sole discretion may accelerate vesting of the incentive bonus at any time prior to the completion of a transaction.

The foregoing description of the First Amendment is only a summary and does not purport to be a complete description of the terms and conditions under the First Amendment, and such description is qualified in its entirety by reference to the full text of the First Amendment, a copy of which will be attached as an exhibit to the Company’s 2016 Annual Report on Form 10-K, its next periodic filing.

About Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC)

Nuverra Environmental Solutions, Inc. (Nuverra) provides environmental solutions to customers focused on the development and production of oil and natural gas from shale formations. The Company’s environmental solutions include delivery, collection, treatment, recycling, disposal of water, wastewater, waste fluids, hydrocarbons, and restricted solids that are part of the drilling, completion, and production of shale oil and natural gas. The Company operates through three segments, which include the Northeast division comprising the Marcellus and Utica Shale areas; the Southern division comprising the Haynesville, Eagle Ford and Permian Basin Shale areas, and the Rocky Mountain division comprising the Bakken Shale area. Nuverra operates in select shale areas in the United States, including oil shale areas consisting of the Bakken, Eagle Ford and Permian Shale areas, and natural gas shale areas in Haynesville, Marcellus and Utica.

Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) Recent Trading Information

Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) closed its last trading session up +0.009 at 0.180 with 142,659 shares trading hands.