THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this Amendment) is adopted, executed and agreed to as of this 29th day of October, 2019 (the Effective Date), between MRC Global Inc., a Delaware corporation (Company), and Daniel J. Churay (the Executive), which are referred to as the parties to this Amendment.
WHEREAS, the parties previously entered into that certain Employment Agreement dated February 18, 2014 (including any and all exhibits and other attachments thereto, the Employment Agreement); and
WHEREAS, the parties desire and deem it to be in their respective best interests to amend the Employment Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Amendment, and other valid consideration, the sufficiency of which the parties acknowledge, the parties agree to amend the Employment Agreement as follows:
AMENDMENTS TO EMPLOYMENT AGREEMENT
The Employment Agreement is amended by:
| ||(1) || |
Deleting 1.1 in its entirety and substituting in its place the following:
Term. The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, in each case, pursuant to this Agreement, for a period commencing on the Effective Date and ending on the earlier of:
(i) February 18, 2021 (the Target Date) and
(ii) the termination of the Executives employment in accordance with Section 3 (the Term).
| ||(2) || |
Adding a new Section 2.7 that reads as follows:
Retirement. If Executive remains employed by the Company on or after the Target Date, the Company terminates Executives employment other than for Cause, death or Disability prior to the Target Date or the Executive terminates employment for Good Reason prior to the Target Date, Executive shall be deemed Retired and to have satisfied any requirement that the Participants age plus years of service equal to at least 80 for the purposes of any equity award agreement granted pursuant to the Companys 2011 Omnibus Incentive Plan, as amended, including (without limitation) any Restricted Stock Award Agreement, Restricted Stock Unit Award Agreement, Performance Share Unit Award Agreement or Stock Option Agreement and Executive shall be entitled to continued vesting pursuant to the retirement provisions of each such agreement and any requirement under the award agreement that Executive must remain employed with the Company for any period of time prior to such Retirement for