(e) Code means the Internal Revenue Code of 1986, as amended from time to time, and U.S. Treasury regulations promulgated thereunder. Any reference to a section of the Code will be deemed a reference to any successor or amended section of the Code.
(f) Committee means the Compensation Committee of the Board.
(g) Common Stock means the common stock, $0.0001 par value per share, of the Company.
(h) Company means Flotek Industries, Inc., a Delaware corporation, and any successor thereto.
(i) Continuous Service means the Participants provision of services to the Company or its subsidiaries or their successors as an employee, member of the Board or a consultant is continuous and uninterrupted. For this purpose, Continuous Service will be deemed interrupted upon the actual cessation of providing services to the Company or its subsidiaries or their successors, notwithstanding any required notice period that must be fulfilled before a termination as an employee, member of the Board or consultant can be effective under applicable laws. Continuous Service will not be considered interrupted in the case of (x) any approved leave of absence (including sick leave, military leave, or any other authorized personal leave); (y) transfers among the Company and its subsidiaries, or any successor thereof; or (z) any change in the Participants employment status so long as the Participant remains in the service of the Company or its subsidiaries and their successors as an employee, member of the Board or a consultant. For avoidance of doubt, a change in status by the Participant from one category of employee, member of the Board or consultant to another of such category will not be considered a breach of Continuous Service.
(j) Employment Agreement means the employment agreement by and between the Participant and the Company effective December 22, 2019.
(k) Restricted Stock Units or RSUs means, subject to the terms and conditions of the Notice and this Award Agreement, an unfunded and unsecured promise to deliver cash or property to the Participant in the amount set forth in the Notice. For this purpose, RSUs are a record-keeping account established by the Company in the Participants name. All amounts attributable to the RSUs will be and remain the sole property of the Company until such time the RSUs are settled and extinguished pursuant to the terms and conditions of the Notice and this Award Agreement.
8. Changes in Equity. In the event of any change in the outstanding shares of Common Stock by reason of any stock split, stock dividend or other non-recurring dividends or distributions, recapitalization, merger, consolidation, spin-off, combination, repurchase or exchange of stock, reorganization, liquidation, dissolution or other similar corporate transaction that affects the Common Stock, an adjustment will be made, as the Committee reasonably deems necessary or appropriate, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Notice and this Award Agreement. Such adjustment may include an adjustment to the number and class of shares of Common Stock that may be delivered under the RSUs, and the number, class and price of shares of Common Stock subject to outstanding RSUs. Notwithstanding the foregoing, the number of shares of Common Stock subject to the RSUs will always be a whole number.