Executive Separation Policy

Exhibit 10.3

EXECUTIVE SEPARATION POLICY

This Executive Separation Policy (this “Policy”) applies to participating executives (“Executives”) of MRC Global Inc. and its subsidiaries (the “Company”) beginning as of August 4, 2023 (the “Effective Date”). Capitalized terms used but not otherwise defined in this Policy have the meanings ascribed to them in Exhibit A. This Policy amends, restates and supersedes the Executive Separation Policy dated as of February 8, 2021 in its entirety.

Purpose

The purposes of this Policy are to:

Participating Executives and Applicability

This Policy provides a benefit to the following participating Executives:

If an Executive has an employment agreement with the Company that provides a current obligation for the Company to pay a separation benefit for Company’s termination of the Executive without cause or for the Executive’s termination of employment for good reason, this Policy is not applicable to that Executive. For the avoidance of doubt, if the same Executive holds more than one title, such as the titles of CEO and President, the Executive will only be entitled to one benefit under this Policy, if applicable, and no Executive shall be entitled to claim more than one separation payment under this Policy or another policy or agreement.

The Company may terminate any Executive’s employment for any reason, and the Executive may voluntarily terminate the Executive’s employment for any reason. Upon the termination of the Executive’s employment with the Company for any reason other than Cause, the Executive will be entitled to the Accrued Amounts.

Separation Benefits Outside a Change in Control

Except in circumstances described in “Separation Benefits in connection with a Change in Control” below, if the Company terminates an Executive’s employment other than for Cause, death or Disability, or if the Executive terminates the Executive’s own employment for Good Reason, in addition to any Accrued Amounts that the Company owes to the Executive, the Company shall provide the Executive the following “Separation Benefits”:

For terminations that are not in connection with a Change in Control, the Company shall pay this Separation Payment in equal installments at the same time the Executive would have received the Executive’s base salary during normal payroll cycles.

Each participating Executive’s Multiplier is set forth beside each participating Executive’s title above. With the exception of Accrued Amounts, the Company is not required to make any payments to the Executive earlier than the 60^th day after the Executive’s termination to allow the Executive’s consideration, execution and delivery of the documentation required in the immediately following section, the Company’s receipt of which is a condition to the receipt of Separation Benefits.

Separation Benefits in connection with a Change in Control

If, upon or within 24 months following a Change in Control, the Company terminates an Executive’s employment other than for Cause, death or Disability, or if the Executive terminates the Executive’s own employment for Good Reason, in addition to any Accrued Amounts that the Company owes to the Executive, the Company shall provide the Executive the following “Separation Benefits”:

Each participating Executive’s Change in Control Multiplier is set forth beside each participating Executive’s title above. With the exception of Accrued Amounts, the Company is not required to make any payments to the Executive earlier than the 60^th day after the Executive’s termination to allow the Executive’s consideration, execution and delivery of the documentation required in the immediately following section, the Company’s receipt of which is a condition to the receipt of Separation Benefits.

Conditions to an Executive’s Receipt of the Separation Benefits

An Executive’s receipt of the Separation Benefits is conditioned on:

A release in the form of the release attached to the most recent employment agreement between the CEO and the Company, which is filed with as an exhibit to a Company filing with the Securities and Exchange Commission, shall be deemed to be reasonably satisfactory to the Company.

If the Company determines that the Executive has breached any of the Covenants (after any investigation or notices provided in the Covenants) or has engaged in activities prior to termination of employment that constitute Cause and notifies the Executive of the same in writing, the Executive will immediately return to the Company any portion of the Separation Benefits that the Executive has received, and any further Separation Benefits shall cease.

Required Delay in Timing of Separation Payments

Notwithstanding any other provision of this Policy to the contrary, for the purposes of Section 409A, the Company will not commence payment of the Separation Payments or the Pro-Rated STI, as the case may be, until one day after the day which is six months after the Executive incurs a separation from service (the “Delay Period”), with the first payment equaling the total of all payments that would have been paid during the Delay Period. The Company makes no representations that the payments and benefits provided under this Policy will comply with the requirements Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by an Executive as a result of any failure to satisfy or otherwise comply with Section 409A. Each installment of the Separation Payment shall be considered and treated as a separate payment for purposes of Section 409A. An Executive may not assign the Separation Benefits.

With regard to Medical Continuation or other reimbursement or in-kind benefit provided under this Policy,

Intervening Death of an Executive

If an Executive becomes eligible for the Separation Benefits but the Executive dies before the Executive receives all of the Separation Benefits, the Company shall provide any remaining Accrued Amounts or amounts under clauses (i) and (ii) under “Separation Benefits” to the Executive’s estate at the same time that the Company would have otherwise paid the Executive, the LTI awards shall cease continued vesting and the provisions applicable to death under each of the LTI award agreements shall be followed, and the Company shall continue to provide Medical Continuation for the remaining period under “Separation Benefits” to any dependents that the Executive has declared under the Company’s medical, dental and vision plans.

Parachute Payments for Certain Executives

then the 280G Compensation shall (to the extent that the reduction of the 280G Compensation can achieve the intended result) be reduced or eliminated to the extent necessary so that the aggregate 280G Compensation received by the Executive will not constitute parachute payments. For the avoidance of doubt, to the extent reasonable value is attributed to Executive’s obligations pursuant to restrictive covenants such that the value so attributed is not a parachute payment included in 280G Compensation, such value shall be so allocated. An independent auditor (the “Auditor”) that the Company pays shall make the determinations with respect to these parachute payment calculations. The Auditor shall be the Company’s regular independent auditor unless the Executive reasonably objects to the use of that firm, in which event the Auditor will be a nationally recognized United States public accounting firm that the Executive and the Company choose.

Changes, Governing Law & Interpretation

The board of directors of the Company (the “Board”) and the Compensation & Human Capital Committee of the Board may, each in its sole discretion, amend, change or terminate this Policy, designate additional Executive’s to participate in the benefits of the Policy, remove Executives from participation in the Policy or waive or alter its implementation or requirements (each, a “Policy Change”); provided that any such Policy Change that is adverse to an Executive’s interests shall be made only after providing the impacted Executive with at least six months’ written notice of the effectiveness of the Policy Change; provided that no such Policy Change may be made in connection with a Change in Control until the 24th month following the closing of the Change of Control transaction or until the Change in Control transaction agreement is terminated or the transaction is abandoned. If the Company enters into an agreement that would result in a Change in Control prior to the end of any notice period for a Policy Change, the notice shall be void and the Executive may receive any applicable benefits of this Policy (excluding the Policy Change) upon the closing of the Change of Control transaction or until the Change in Control transaction agreement is terminated or the transaction is abandoned.

This Policy shall be governed by the laws of the State of Texas, without reference to its law of conflicts of law. Participating Executives in this Policy are provided enforceable rights under this Policy upon which they may rely. Notwithstanding any provision of this Policy to the contrary, it is not intended that any Executive receive duplicate benefits under this Policy and any other separation law, agreement or benefit.

The Compensation and Human Capital Committee of the Board, or if one does not exist, the Board, shall construe and interpret this Policy to the extent there are matters that this Policy has not addressed.

EXHIBIT A

DEFINITIONS

“Accrued Amounts” means any base salary earned but unpaid through the date of termination, any unpaid STI for completed fiscal periods (which are usually calendar years) and, to the extent not yet paid or provided, any other amounts or benefits, including (among others) unused vacation, required to be paid or provided under any plan, program, policy or practice or other contract or agreement of the Company and its affiliates through the date of termination of employment.

“Cause” means an Executive’s:

“Disability” means a disability that entitles the Executive to receive long-term disability benefits under the long-term disability plan of the Company or its affiliates in which the Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days during any 365-day period irrespective of whether such days are consecutive.

“Change in Control” shall be a “Change of Control”, as that term is given in the Company’s Omnibus Incentive Plan, as amended through the date of this Policy, that is also a Section 409A Change in Ownership;

“Code” means the Internal Revenue Code of 1986, as amended, and regulations and other interpretive guidance issued thereunder;

“Good Reason” means:

provided, that the Executive must give written notice of termination for Good Reason within

60 days of the occurrence of the first event giving rise to Good Reason and the Company shall have not reinstated the Executive’s base salary or target STI percentage or rescinded Executive’s relocation, in each case, in writing to Executive within 10 days of receipt of the notice.

“Medical Continuation” means continuation of medical, dental and vision benefits on the same terms as then in effect for active senior executives of the Company and the Executive’s then declared dependents, subject to each dependent’s continued eligibility under the appropriate plan, for a period for each Executive equal to one year multiplied by the Executive’s Multiplier; provided, that during the period, the Executive must pay the full cost of the medical, dental or vision benefit premiums on a monthly basis, and the Company will reimburse the Executive the amounts paid for the coverage (less that portion of Executive’s payment that Executive would have paid as the “employee portion” under the plan) on a regular, periodic basis within 30 days after the reimbursable amounts are incurred by the Executive; provided further that, prior to any reimbursement, the Executive must have provided the Company appropriate written evidence of the reimbursable amount; and provided, further that the Executive may remove but not add eligible dependents, must remove ineligible dependents and will receive a reduction in expense commensurate with coverage under the Company’s then existing plans upon removal.

“Section 280G” means section 280G of the Code;

“Section 409A” means section 409A of the Code;

“Section 409A Change in Ownership” means a “change in ownership of the corporation” within the meaning of the Department of Treasury Regulation §1.409A-3(i)(5)(v)(A) or “a change in the ownership of a substantial portion of the assets of the corporation” within the meaning of the Department of Treasury Regulation §1.409A-3(i)(5)(vii);

“STI” means the additional cash incentive compensation that the Executive will be eligible to receive for each completed fiscal period of a year or less during the Executive’s employment with the Company pursuant to the short-term incentive plan of the Company in effect at the time.

EXECUTIVE SEPARATION POLICY ERISA CLAIMS PROCEDURES SUPPLEMENT

This supplement to the Executive Separation Policy of MRC Global Inc. and its subsidiaries (the “Policy”) sets forth the Policy’s claims and appeals procedures required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Capitalized terms used but not otherwise defined in this supplement have the meanings ascribed to them in the Policy.

Claim for Benefits

It shall not be necessary for an Executive who has become entitled to receive Separation Benefits under the Policy to file a claim for those benefits with any person as a condition precedent to receiving payment of those benefits. However, an Executive who believes that he or she has become entitled to Separation Benefits under the Policy and who has not received, or commenced receiving, those benefits, or who believes that he or she is entitled to a benefit in excess of the benefit that he or she has received, or commenced receiving, may file a written claim for such benefit with any member of the Compensation Committee of the Board at any time on or prior to the end of the fiscal year next following the fiscal year in which he or she allegedly became entitled to receive payment of the benefit in question. Such written claim shall set forth the Executive's name, address and e-mail address and a statement of the facts and a reference to the pertinent provisions of the Policy upon which such claim is based.

The Compensation Committee of the Board shall, within 30 calendar days after such written claim is delivered, provide the claimant with written notice of its decision with respect to such claim. If such claim is denied in whole or in part, the Compensation Committee of the Board shall, in such written notice to the claimant, set forth in a manner calculated to be understood by the claimant the specific reason or reasons for denial; specific references to pertinent provisions of the Policy upon which the denial is based; a description of any additional material or information necessary for the claimant to perfect his or her claim and an explanation of why such material or information is necessary; and an explanation of the provisions for review of claims set forth in below.

Appeal of Denied Claim for Benefits

An Executive who has filed a written claim for benefits with the Compensation Committee of the Board that has been denied may appeal the denial to the Compensation Committee of the Board and receive a full and fair review of his or her claim by filing with any member of the Compensation Committee of the Board a written application for review at any time within 60 calendar days after receipt from the Compensation Committee of the Board of the written notice of denial of his or her claim described above. An Executive who submits a timely written application for review shall be entitled to review any and all documents pertinent to his or her claim and may submit issues and comments to the Compensation Committee of the Board in writing. Not later than 30 calendar days after receipt of a written application for review, the Compensation Committee of the Board shall give the claimant written notice of its decision on review, which written notice shall set forth in a manner calculated to be understood by the claimant specific reasons for its decision and specific references to the pertinent provisions of the Policy upon which the decision is based.

Any act permitted or required to be taken by an Executive under this supplement may be taken for and on behalf of such Executive by the Executive's duly authorized representative or by the Compensation Committee or the Board by their duly authorized representative, which, in the absence of a designation shall be the Company’s general counsel. Any claim, notice, application or other writing permitted or required to be filed with or given to a person under this supplement is considered to have been filed or given when:

Any such claim, notice, application, or other writing deemed filed or given pursuant to the preceding sentence shall in the absence of clear and convincing evidence to the contrary, be deemed to have been received upon confirmation of delivery. Any such notice, application, or other writing directed to an Executive shall be deemed properly addressed if directed to the address or e-mail address set forth in the written claim filed by such Executive.