January 15, 2021
Jay A. Nutt
|Re: || |
This letter agreement (this Agreement) confirms the understandings between you and ChampionX Corporation (the Company) with respect to the transition of your position with the Company and your rights and obligations under (i) the ChampionX Corporation Senior Executive Change-in-Control Severance Plan (the CIC Plan) and (ii) the ChampionX Corporation Amended and Restated 2018 Equity and Cash Incentive Plan (the Equity Plan).
The closing of the merger transaction between a subsidiary of Apergy Corporation and ChampionX Holding, Inc. on June 3, 2020 (the Merger) constituted a Change-in-Control, as defined under the CIC Plan and the Equity Plan. The Company acknowledges that, as a result of the change in your position that is expected to occur on February 1, 2021, you will have a right on such date to terminate your employment for Good Reason (as defined in each of the CIC Plan and the Equity Plan) (a Good Reason Termination), which entitles you to certain rights and benefits under the CIC Plan and the Equity Plan. Provided that you comply with the terms of this Agreement, the Company hereby waives its rights with respect to the requirements of Article 2 of the CIC Plan and Section 36(h)(iv) of the Equity Plan regarding your obligation to provide a timely written notice, the Companys right to cure and your requirement to timely terminate your employment thereafter if the Company fails to cure. Further, by executing this Agreement, you hereby agree to waive any and all rights to terminate your employment for a Good Reason Termination due to the aforementioned change in your position and agree to transition your employment in accordance with the terms of this Agreement.
In signing below, you hereby acknowledge and agree that you will cease serving as Chief Financial Officer on February 1, 2021 and serve a transition period and your employment with the Company will continue until the earliest to occur of (i) the Companys termination of your employment for Cause (as defined in the CIC Plan), (ii) the end of the 30-day period following the Companys written notice to you regarding the termination of your employment with the Company for any reason other than for Cause, (iii) the end of the 30-day period following your written notice to the Company regarding your resignation from employment with the Company, (iv) the termination of your employment due to your death or Disability (as defined in the CIC Plan), and (v) June 30, 2021 (the End Date). The period beginning on February 1, 2021 through the termination of your employment with the Company is referred to herein as the Transition Period. During the Transition Period, your title will be Senior Vice President, Special Projects and you will report to, and have the duties assigned to you by, the Companys President and Chief Executive Officer. Your monthly base salary during the Transition Period will be $40,833, less all applicable tax withholdings and authorized or required deductions. During the Transition Period, you will remain eligible for health, wellness and retirement benefits as are currently in place and applicable to other similarly situated employees. For the avoidance of doubt, you will not be eligible to participate in, or receive a bonus under, the AIP for the 2021 performance year.