AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this First Amendment) between Cactus Wellhead, LLC, a Delaware limited liability company (the Employer), and Joel Bender, an individual resident in Houston, Texas (the Executive) is entered into as of February 21, 2019.
WHEREAS, the Employer and the Executive entered into that certain Amended and Restated Employment Agreement dated as of February 12, 2018 (the Original Agreement); and
WHEREAS, the Employer and Executive desire to amend the Original Agreement, as hereinafter provided, effective as of the date hereof;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:
1. Section 3.1 of the Original Agreement shall be revised in its entirety to read as follows:
Salary. The Executive will be paid a salary of Three Hundred Thousand and 00/100 US DOLLARS (US $300,000.00) per annum, subject to increase but not decrease by the Board (the Salary), which will be payable in equal installments but no less frequently than monthly, and otherwise according to the Employers customary payroll practices. The Salary will be reviewed in accordance with procedures established by the Board not less frequently than annually. In addition to Salary, the Executive will be eligible to receive an annual bonus of up to 100% of Salary in the good faith discretion of the Board and as determined based on meeting annually set and agreed on budgetary and performance goals (the Base Bonus). In addition, the Executive shall be eligible to receive an additional bonus of up to 40% of the Base Bonus in the good faith discretion of the Board and as determined based on meeting more stringent budgetary and performance goals that are annually set by the Board (the Stretch Bonus). Both the Base Bonus and the Stretch Bonus remain subject to the good faith discretion of the Board and the terms of the governing bonus program established by the Board. No payments will be made in respect of the Base Bonus or Stretch Bonus until the Companys audited financial statements for the applicable year have been completed, but any such payments will in all events be made in the calendar following the calendar year in respect of which the Base Bonus or Stretch Bonus is earned.
2. Except as amended by this First Amendment, the Original Agreement shall remain in full force and effect.
3. This First Amendment may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement.