Form of Amendment to Keane Group, Inc. Non-Qualified Stock Option Award Agreements with each of James Stewart, Greg Powell, Paul DeBonis and Kevin McDonald

EX-10.7 7 ex107formofamendmenttokean.htm EXHIBIT 10.7 Document
Exhibit 10.7

AMENDMENT TO KEANE GROUP, INC.
EQUITY AND INCENTIVE AWARD PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

This Amendment (this “Amendment”) is made and entered into on [●], 2018, by and between Keane Group, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms not otherwise defined herein or in Appendix A shall have the meanings provided in the Keane Group, Inc. Equity and Incentive Award Plan (the “Plan”)

W I T N E S S E T H:

WHEREAS, the Company maintains the Plan;

WHEREAS, the Company granted an award of Options under the Plan to the Participant pursuant to an Award Agreement dated as of [●], 201[●] (the “Award Agreement”); and

WHEREAS, the Company and the Participant desire to amend the Award Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.    Section 2(b) of the Award Agreement is amended in its entirety to read as follows:

(b)     In the event of the Participant’s Termination (i) by the Company without Cause (other than as a result of death or Disability) or (ii) by the Participant for Good Reason:
(x) if such Termination occurs within the twelve (12) month period following a Change in Control (a “CIC Period”), then upon the date of such Termination the Participant shall become one hundred percent (100%) vested in the entire Option, and
(y) if such Termination occurs other than within a CIC Period, then upon the date of such Termination the Participant shall become vested in the portion of the Option that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.

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In the event of the Participant’s Termination (A) due to the Participant's death or (B) by the Company due to the Participant's Disability, the Participant shall become vested in the portion of the Option that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.
2.    Except set forth in this Amendment, all of the other provisions of the Award Agreement shall remain in full force and effect.

[Signature page follows]




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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

 
KEANE GROUP, INC.
 
 
 
 
 
 
 
By:
 
 
 
Name:
 
 
Title:
 
 
 
 
 
 
 
PARTICIPANT
 
 
 
 
 
 
 
 
 
 
Name:
 


[Signature Page to Amendment to Non-Qualified Stock Option Award Agreement]