(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.
9. 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 and exercise price of shares of Common Stock that may be delivered under the Option. Notwithstanding the foregoing, the number of shares of Common Stock subject to the Option will always be a whole number.
10. General Provisions.
(a) Legality of Initial Issuance. The Committee has determined that: (i) the Company and the Participant have taken all actions required to register the shares of Common Stock covered by this Award Agreement under the Securities Act of 1933, as amended, or to perfect an exemption from the registration requirements thereof, if applicable; (ii) all applicable listing requirements of any stock exchange or other securities market on which the Shares are listed has been satisfied; and (iii) any other applicable provision of any applicable law has been satisfied.
(b) Notice. Any notice required by the terms of this Award Agreement must be given in writing and will be deemed to be effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice must be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.