THIS AGREEMENT (this Agreement) is entered into on May 20, 2019 and effective as of April 1, 2019 (Effective Date), between Flotek Industries, Inc., a Delaware corporation (the Company), and John W. Chisholm (Employee).
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Employment. The Company shall employ Employee, and Employee shall be employed with the Company, upon the terms set forth in this Agreement for the period beginning April 1, 2019 and ending on March 31, 2020 (the Expiration Date), unless terminated earlier as set forth herein, or unless extended or renewed by mutual written agreement of the parties hereto prior to the then existing Expiration Date. The period during which the Employee is employed by the Company is referred to as the Employment Period.
2. Position and Duties.
(a) Employee shall serve as Chief Executive Officer and President of the Company and shall be responsible for such duties as may be reasonably prescribed by the Board of Directors of the Company which are consistent with the customary duties of such offices. Employee will report to the Board of Directors of the Company and based in the Companys Houston office.
(b) Employee shall devote his reasonable best efforts and his full business time and attention (except for permitted vacation periods, periods of illness or other incapacity) to the business and affairs of the Company, and it shall not be considered a violation of this Agreement for the Employee to, (a) engage in or serve such professional, civic, trade association, charitable, community, religious or similar types of organizations or speaking selections as the Employee may select; (b) serve with the consent of the Board of Directors of the Company on the boards of directors or advisory committees of any entities, or engage in other business activities; and (c) attend to the Employees personal matters and finances so long as such services and activities in (a) (c) do not significantly interfere with the performance of Employees responsibilities as an employee of the Company.
(c) As part of his duties, Employee shall support and assist Company to the best of his ability in identifying and hiring his successor as Companys new C.E.O. and President, and shall assert his best efforts in transitioning duties to the successor, once hired.
(d) As partial consideration for, and as a condition of, Employees employment with the Company, Employee has executed contemporaneously with the execution of this Agreement, the Confidentiality and Restrictive Covenants Agreement attached hereto as Exhibit A.
3. Base Salary, Equity Award and Benefits.
(a) Employees annual base salary for the Employment Period shall initially be $550,000 (the Base Salary). The Base Salary shall be payable in equal installments in