TETRA Technologies, Inc. (NYSE:TTI) 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.
On June 1, 2017, Joseph Elkhoury notified the Board of Directors
of TETRA Technologies, Inc. (the “Company”) that he was resigning
from his positions as Senior Vice President and Chief Operating
Officer of the Company, effective immediately, for personal
reasons.Stuart M. Brightman, President and Chief Executive
Officer of the Company, has assumed the duties carried out by Mr.
Elkhoury.Mr. Elkhoury also resigned as a member of the Board of
Directors of CSI Compressco GP Inc., the general partner of CSI
Compressco LP.
In connection with his resignation, Mr. Elkhoury and the Company
have entered into a Separation and Release Agreement (the
Separation Agreement) to which Mr. Elkhoury will remain employed
by the Company and provide transition services through November
30, 2017 as requested by the Company.The Separation Agreement
contains a confidentiality provision and imposes other
obligations on Mr. Elkhoury that are applicable before and after
his effective separation date.In addition, subject to the terms
and conditions set forth in the Separation Agreement, Mr.
Elkhoury will receive a lump sum payment of $400,000, less
legally required witholdings, payable no later than June 6,
2017.Upon termination of Mr. Elkhourys employment, the remaining
unvested shares of restricted stock granted to his inducement
award will become fully vested and no longer subject to
forfeiture.If the Company terminates Mr. Elkhourys employment
prior to November 30, 2017 other than for specified reasons as
set forth in the Separation Agreement, Mr. Elkhoury will be
entitled to receive, as severance, his base salary through
November 30, 2017.If (i) prior to November 30, 2017 the Company
terminates Mr. Elkhourys employment, other than for specified
reasons as set forth in the Separation Agreement, or Mr. Elkhoury
terminates his employment, or (ii) Mr. Elkhoury continues his
employment with the Company through November 30, 2017, subject to
Mr. Elkhourys execution and delivery of a release agreement and
compliance with certain conditions in the Separation Agreement,
(a) 12,124 shares of unvested restricted stock awarded by the
Company to Mr. Elkhoury in 2017 shall become fully vested and no
longer subject to forfeiture and (b) provided Mr. Elkhoury does
not become employed by a competitor of the Company prior to
November 30, 2017, the Company will also pay an amount in cash
equal to $180,000 on the earlier of March 15, 2018 or the date
the Company pays its 2017 annual bonuses to its executive
officers. Mr. Elkhoury will also receive payment or waiver of any
contribution that would otherwise be required from Mr. Elkhoury
for him to continue to receive coverage for medical,
prescription, and dental benefits under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended, for a period
ending on the earlier of (i) the date that is six (6) months
following his effective separation date, or (ii) Mr. Elkhourys
commencement of other employment through which he becomes
eligible for such benefits.The Separation Agreement includes a
general release and contemplates the execution of a subsequent
release agreement by Mr. Elkhoury upon the termination of his
employment.The foregoing description of the Separation Agreement
is a summary only and is qualified in its entirety by reference
to the full text of the Separation Agreement which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 2, 2017, the Company issued a press release with respect
to the events disclosed in Item 5.02 above. This press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K. The
information in this Item 7.01 and the exhibits shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description of Exhibit |
|
10.1 99.1 |
Separation and Release Agreement dated June 1, 2017 by
Press Release issued by TETRA Technologies, Inc. on June |
About TETRA Technologies, Inc. (NYSE:TTI)
TETRA Technologies, Inc. is an oil and gas services company. The Company focuses on completion fluids and associated products and services, water management, production well testing, offshore rig cooling, compression services and equipment, and offshore services, such as decommissioning and diving. It is composed of five segments organized into four divisions: Fluids, Production Testing, Compression and Offshore. The Fluids division manufactures and markets clear brine fluids, additives and associated products and services to the oil and gas industry. Its Production Testing division provides frac flowback services, production well testing services, offshore rig cooling and other associated services in various oil and gas producing regions. The Compression division provides compression services and equipment for natural gas and oil production, gathering, transportation, processing and storage. The Offshore division consists of two operating segments: Offshore Services and Maritech. TETRA Technologies, Inc. (NYSE:TTI) Recent Trading Information
TETRA Technologies, Inc. (NYSE:TTI) closed its last trading session up +0.12 at 3.20 with 627,793 shares trading hands.
