First Amendment to the Nine Energy Service, Inc. 2011 Stock Incentive Plan
FIRST AMENDMENT TO THE
NINE ENERGY SERVICE, INC.
2011 STOCK INCENTIVE PLAN
THIS FIRST AMENDMENT (this Amendment) to the Nine Energy Service, Inc. 2011 Stock Incentive Plan, as amended and restated effective February 28, 2017 (the Plan), is effective March 5, 2021, subject to approval by the Companys stockholders (the Effective Date).
W I T N E S S E T H:
WHEREAS, Nine Energy Service, Inc., a Delaware corporation (the Company), previously adopted the Plan pursuant to which the Company is authorized to grant equity and equity-based incentive awards to certain employees and other service providers of the Company and its subsidiaries;
WHEREAS, Paragraph XVII of the Plan provides that the Board of Directors of the Company (the Board) may amend the Plan from time to time, including to increase the aggregate maximum number of shares that may be issued under the Plan with the approval of the Companys stockholders;
WHEREAS, the Board desires to amend the plan to increase the aggregate maximum number of shares common stock, par value $0.01 per share, of the Company available for issuance under the Plan by 1,300,000 shares, subject to the approval of the Companys stockholders; and
WHEREAS, the Board has determined that it is desirable and in the best interests of the Company to amend the Plan in the manner contemplated hereby, subject to approval by the Companys stockholders at the Companys upcoming annual meeting to be held on May 3, 2021 (the Annual Meeting).
NOW, THEREFORE, the Plan shall be amended as follows, effective as of the Effective Date:
1. Paragraph V(a) of the Plan shall be deleted in its entirety and the following substituted therefor:
Shares Subject to the Plan and Award Limits. Subject to adjustment in the same manner as provided in Paragraph XVI with respect to shares of Common Stock subject to Options then outstanding, the aggregate maximum number of shares of Common Stock that may be issued under the Plan, and the aggregate maximum number of shares of Common Stock that may be issued under the Plan through Incentive Stock Options, from and after the Effective Date shall not exceed 1,587,621 shares of Common Stock. Shares shall be deemed to have been issued under the Plan only to the extent actually issued and delivered pursuant to an Award. To the extent that an Award lapses or the rights of its holder terminate, any shares of Common Stock subject to such Award shall again be available for the grant of an Award under the Plan. In addition, shares issued under the Plan and forfeited back to the Plan, shares surrendered in payment of the exercise price or purchase price of an Award, and shares withheld for payment of applicable employment taxes and/or withholding obligations associated with an Award shall again be available for the grant of an Award under the Plan.
2. This Amendment shall be and is hereby incorporated in and forms a part of the Plan, and, as amended hereby, the Plan is specifically ratified and reaffirmed.
3. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein.
4. Notwithstanding anything to the contrary herein, in the event the stockholders of the Company do not approve this Amendment at the Annual Meeting, then this Amendment shall not become effective and shall terminate as of the date of the Annual Meeting.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused the execution of this First Amendment by its duly authorized officer, effective as of the Effective Date.
|NINE ENERGY SERVICE, INC.|
|Name:||Ann G. Fox|
|Title:||President, Chief Executive Officer|