Common use of Separation Payment Clause in Contracts

Separation Payment. In return for Xxxxxxx’x promises, obligations, acknowledgements, agreements, warranties and representations as set forth in this Agreement, including his continued service during the Notice Period as set forth in the fifth Whereas clause in the recitals above, the Company shall pay Xxxxxxx the following: (i) the sum of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms of the Employment Agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, acknowledges and agrees that the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Company.

Separation Payment. In return Without admission of any liability and in exchange for Xxxxxxx’x promises, obligations, acknowledgements, agreements, warranties the releases and representations as set forth covenants contained in this Agreement, including his continued service during the Notice Period as set forth in the fifth Whereas clause in the recitals above, the Company agrees to pay you a lump sum amount equal to £136,500 GBP (£65,000 redundancy and £71,500 pro-rated ICP Bonus) in lieu of any statutory notice entitlement and as compensation for loss of employment on redundancy and 2005 ICP Bonus, which shall pay Xxxxxxx the following: be payable in entirety within thirty (i30) the sum of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from the Separation Date through the period ending nine (9) months from days after the Separation Date, less all subject to Section 7, herein. All applicable withholdingsstatutory withholding taxes (at the applicable statutory rates) and employee National Insurance contributions will be deducted from this payment (the “Separation Payment”). However, deductions it is the Company’s understanding that the first £30,000 GBP of the Separation Payment will be paid under sections 401 and taxes 403 Income Tax (Earnings and Pxxxxxxx) Xxx 0000 and that this sum can/will be paid without a requirement for the Company to deduct income tax. If the Inland revenue or other relevant authority should decide that any further tax and/or employee’s national insurance shall be payable, the responsibility for such payments shall be your responsibility. In addition to the Separation Payment, provided you have not begun to provide services (as required by lawan employee, payable in installments consultant or otherwise) to another person or entity (other than for the Company or any of its subsidiaries) which are expected to continue for more than thirty (30) days, or which do continue for more than thirty (30) days (“Services”), you will receive up to an additional six (6) monthly payments equal to your monthly basic salary, beginning as soon as is practicable after the six-month anniversary of your Separation Date and ending on the earlier of either the twelve (12) month anniversary of the Separation Date, or the date you begin to provide Services (the first six (6) months following the Separation Date plus any additional period of time during which you receive the additional monthly payments in accordance with this provision is known as the Company’s normal payroll practices“Severance Continuation Period”). You and the Company hereby acknowledge and agree that, less all applicable withholdingsexcept as expressly provided in Sections 3, deductions 4, 5 and #240532573_v8 taxes as required by law6 of this Agreement, at the same times Separation Payment is being paid to you in lieu of, and in satisfaction of any liability or obligation of the same manner in which such Base Salary Company or any of its affiliates for, any amount or benefit that would have been payable or required to Xxxxxxx had a termination of employment not occurred; be provided to you under the Employment Agreement or otherwise, including for salary, benefits, bonus, statutory redundancy, and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals other compensation or exceeds the amounts benefits to which Xxxxxxx is entitled, including pursuant to the terms you may have been entitled under applicable law or any plan or arrangement of the Employment Agreement. For the avoidance Company or any of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock its affiliates in respect of or as a result of your employment or the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment termination of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, acknowledges and agrees that the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Companyyour employment contemplated hereby.

Separation Payment. (a) In return consideration for Xxxxxxx’x promisesentering into this Agreement, obligationsthe Employer shall pay to the Employee the sum of Seven Hundred Fifteen Thousand Dollars ($715,000), acknowledgementsless legally required payroll deductions (“Separation Payment”), agreementswhich sum shall be paid to Employee in equal consecutive monthly installments with the first such installment paid on the first day of the month next following the effective date of termination of Employee’s employment hereunder; provided, warranties however, that the payments of all such installments otherwise payable prior to July 1, 2008 shall be deferred and representations as paid on such date. The parties agree that this payment schedule meets the requirements set forth in this Section 6.01 of the Amended and Restated Employment Agreement dated as of May 12, 2006 (the “Employment Agreement, including his continued service during ”). (b) In addition to the Notice Period as payment set forth above in the fifth Whereas clause in the recitals aboveSection 2(a), the Company parties acknowledge that the Employee shall pay Xxxxxxx receive all wages and payments for accrued paid time off in Employee’s final paycheck on January 4, 2008. (c) The parties agree that a total of 45,837 stock options of the following: (i) the sum Company’s common stock at a strike price of $223,050.0027.65 scheduled to vest on January 31, representing 2008 shall vest immediately as of the continuation Separation Date. All other unvested stock options as of Xxxxxxx’x Base Salary the Separation Date shall be null and void. The Employee shall have a period of ninety (as defined in the Employment Agreement90) days from the Separation Date through the period ending nine (9) months from the Separation Dateto exercise vested but unexercised stock options, less if applicable, after which time all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) unexercised stock options shall collectively be referred to herein as the “Separation Amount”)expire. The Separation Amount will employee acknowledges that notwithstanding the preceding sentence, any shares that he may obtain upon the exercise of options that are subject to the Transfer Restriction Agreement he executed on January 27, 2006 shall be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including transferable only pursuant to the terms of such agreement. The parties agree that since the Employment AgreementEmployee is no longer an employee of the Company he is no longer subject to the pre-established blackout periods of the Company’s Xxxxxxx Xxxxxxx Policy. For However, the avoidance Employee acknowledges that he must continue to comply with Section 16 of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive Securities Exchange Act of 1934 (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023“Section 16”), as determined amended and Rule 10b-5, promulgated by the Compensation Committee in the ordinary courseSecurities and Exchange Commission, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay assist the first installment Employee with compliance with Section 16. In addition, the Employee acknowledges that he is no longer entitled to any of the Separation Amount within 21 calendar days following equity compensation that was granted to him in December 2007. (d) The Employer represents and warrants, and the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understandsEmployee acknowledges, acknowledges and agrees that the Separation Amount will be consideration paid by to the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of Employee under this Agreement is at least equal to the Company. The Company and Xxxxxxx agree that amount the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for Employee would be entitled to upon termination of the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed Employee’s employment pursuant to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the CompanySection 6.01.

Separation Payment. In return for Xxxxxxx’x promises, obligations, acknowledgements, agreements, warranties and representations as set forth in this Agreement, including his continued service during the Notice Period as set forth in the fifth Whereas clause in the recitals above, the Company shall pay Xxxxxxx the followingSubject to: (i) the Company’s receipt of this Agreement signed by you; (ii) your full acceptance of the terms of, and full performance under, this Agreement (including, without limitation, your acceptance of the general release of legal claims contained in Paragraph 9 below (the "General Release")); (iii) your satisfactory performance of the responsibilities and duties of your position with the Company up through your Separation Date, and (iv) the expiration of the seven (7) day revocation period contained in Paragraph 11 below (the "Revocation Period") without revocation): Sxxxx X. XxXxxxxx Separation Agreement a. the Company agrees to provide you with a lump sum severance payment equal to 100% of your annual base salary of Three Hunderd Ninety-One Thousdand Six Hundred Forty-Four Dollars ($223,050.00391,644) less all applicable federal, representing state and local taxes and other withholdings (the continuation "Separation Payment"). The Separation Payment will be made to you no later than thirty (30) days following the date you sign and deliver this Agreement to the Company and after the Revocation Period has expired without any notice of Xxxxxxx’x Base Salary (revocation by you. You will also receive an accelerated vesting of the Performance Share Units grant to you dated January 26, 2018 as defined provided in Section 6 below. b. Provided that you and your eligible dependents, if any, are participating in the Employment Agreement) from Company’s group health, dental and vision plans on the Separation Date termination date and elect on a timely basis to continue that participation in some or all of the offered plans through the period ending nine federal law commonly known as “COBRA,” the Company will pay or reimburse you for your full COBRA premiums (9i.e., employer and employee portion) until the earlier to occur of: (a) eighteen (18) months from the Separation Date, less all applicable withholdings(b) the date you become eligible to enroll in the health, deductions dental and/or vision plans of another employer, (c) the date you (and/or your eligible dependents, as applicable) are no longer eligible for COBRA coverage, or (d) the Company in good faith determines that payments under this paragraph would result in a discriminatory health plan pursuant to the Patient Protection and taxes Affordable Care Act of 2010, as required by lawamended, payable and any guidance or regulations promulgated thereunder (collectively, “PPACA”). You agree to notify the Company promptly if you become eligible to enroll in installments the plans of another employer or if you or any of your dependents cease to be eligible to continue participation in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 plans through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms of the Employment Agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, acknowledges and agrees that the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the CompanyCOBRA.

Separation Payment. In return consideration for Xxxxxxx’x promises, obligations, acknowledgements, agreements, warranties your signing and representations as set forth in not revoking this Agreement, including his continued service during the Notice Period as set forth in the fifth Whereas clause in the recitals above, the Company shall agrees that (x) it will pay Xxxxxxx you a separation payment in a gross amount equal to $638,000 (the following: “Separation Payment”), which you acknowledge and agree equals (i) 12 months of your base salary as of the sum Last Day of $223,050.00Employment, representing plus (ii) a full bonus for 2023 (which you acknowledge and agree is greater than, and shall therefore take the continuation of Xxxxxxx’x Base Salary place of, the Pro Rata Bonus (as that term is defined in the Employment Agreement)), plus (y) from (i) 37,500 of your “Option Shares” as provided in that certain Non-Qualified Share Option Agreement for Company Employees Under the Separation Date through Compass Pathways PLC 2020 Share Option and Incentive Plan (the period ending nine “Plan”) between you and Compass Pathways PLC dated December 6, 2021 (9) months from the Separation Date, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus“Initial Option Share Agreement”) that would have accrued been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes, (ii) 11,250 of your “Option Shares” as provided in that certain Non-Qualified Share Option Agreement for Company Employees Under the period Plan between January 1you and Compass Pathways PLC dated February 2, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 2023 (the foregoing payments delineated “Secondary Option Share Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes, and (iii) 5,625 of your “Restricted Share Units” as provided in above clauses that certain Restricted Share Unit Agreement for Company Employees Under the Plan between you and Compass Pathways PLC dated December 6, 2021 (the “Restricted Share Unit Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes. Given the foregoing, as of your Last Day of Employment, you acknowledge and agree that, in the aggregate, a total of (i) and 106,250 of your “Option Shares” under the Initial Option Share Agreement shall be vested (“Vested Initial Option Shares”), (ii) 19,687 of your “Option Shares” under the Secondary Option Share Agreement shall collectively be referred to herein as vested (“Vested Secondary Option Shares”), (iii) 5,625 of your “Restricted Share Units” under the Restricted Share Unit Agreement shall be vested (“Vested Restricted Share Units”, along with the Vested Initial Option Shares, and Vested Secondary Share Options, the “Separation AmountVested Equity Awards”), (iv) any other awards issued to you under the Initial Option Share Agreement, Secondary Option Share Agreement, Restricted Share Unit Agreement, and/or the Plan, in any case, are not vested and shall instead be automatically forfeited, and (v) all Vested Equity Awards shall continue to remain subject to the terms and conditions set forth in the Initial Option Share Agreement, Secondary Option Share Agreement, Restricted Share Unit Agreement, and Plan (as applicable). All applicable tax withholding and other lawful deductions will be taken from the gross amount of the Separation Payment. The Separation Amount Payment will be reported to taxing authorities as wage income on an IRS Form W-2W-2 and any applicable state or local equivalent form(s). Xxxxxxx acknowledges, understands Subject to the terms and agrees thatconditions of the Consideration and Revocation Periods set forth below, the Separation Amount equals Payment will be paid in substantially equal monthly installments, with the first installment to be paid on or exceeds during the amounts to which Xxxxxxx is entitled, including pursuant to first scheduled Company pay cycle following the terms expiration of the Employment AgreementRevocation Period. For In addition, the avoidance Company’s external accounting provider is currently determining whether a tax return needs to be filed or any taxes are owed outside the United States with respect to your services on behalf of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and Company. To the extent that it is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as later determined by any foreign tax agency that you need to file a return or you owe taxes to any country other than the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below)United States, the Company shall will pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below)for your tax filing assistance and indemnify you for any penalties, levies or interest for any purported failure to pay such taxes on a timely basis. Xxxxxxx understandsIn further consideration for your signing and not revoking this Agreement, acknowledges and agrees that the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not agrees to reimburse your reasonable legal fees in breach of any term, condition, warranty, representation, covenant or provision connection with the negotiation of this Agreement, not to exceed $3,000.00, contingent upon you and/or your counsel providing any related documentation as may be reasonably requested by the Company (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described e.g., a tax form completed by you and/or your counsel). The parties acknowledge and agree that, except as expressly set forth herein, nothing contained in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement shall be construed as a representation, warranty, or statement, whether direct or implied, by COMPASS regarding your entitlement, if any, to post-employment benefits, including but not necessarily limited to pension, disability, or unemployment insurance benefits, from any entity, organization, or provider, or from any federal, state, or local agency. You acknowledge and agree that, except as expressly set forth herein, neither the Company, nor any employee or agent thereof, has proffered to you, whether in writing or otherwise, any such representations, warranties, or statements, and that you have not relied upon any such representations, warranties, or statements in entering into and performing under this Agreement. The Company You acknowledge and Xxxxxxx agree that the Separation Amount COMPASS Releasees (as that term is not an entitlement defined below) have no obligation, except as expressly provided above, with respect to the payment of any of your attorneys’ fees or legal costs, if any, whether in connection with this matter or otherwise. You further acknowledge and agree that you shall serve as good protect, indemnify, defend, and sufficient consideration for hold harmless the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 COMPASS Releasees from and 12 against any and all liability or claims (including attorneys’ fees and costs to defend against any subpartsclaim) imposed or asserted, as applicable, against any of this Agreement and the other obligations and covenants Xxxxxxx has agreed COMPASS Releasees for their failure to in this Agreement. In the event Xxxxxxx breaches pay any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to portion of the Separation Amount, including, but not limited to, any installments thereof, as well as Payment or any other benefits under this Agreementmonies to any attorney who has represented you in connection with your actual, includingthreatened, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without or potential claims against any further obligations being owed to Xxxxxxx by of the CompanyCOMPASS Releasees.

Separation Payment. In return for Xxxxxxx’x promisesProvided that Xxxxxx (x) executes this Agreement and returns a signed copy of it to the Company, obligationscare of Xxxxxx W. “Xxxx” Xxxxxx III, acknowledgementsProPetro Holding Corp., agreements0000 X. Xxxxxxx, warranties Bldg. B, Midland, Texas 79701 (e-mail: xxxx.xxxxxx@xxxxxxxxxxxxxxxx.xxx) on the date that is 21 days after Xxxxxx receives this Agreement, and representations it is not subsequently revoked by Xxxxxx in accordance with Section 5; (y) timely executes and returns the Confirming Release (as defined below) to the Company as set forth in Section 18 below (and does not exercise his revocation right as described in the Confirming Release); and (z) satisfies the other terms and conditions set forth in this Agreement, including his continued service during Xxxxxx shall receive the Notice following consideration: (a) During the period beginning on the expiration of the Confirming Release Revocation Period as set forth in and ending on the fifth Whereas clause in first (1st) anniversary of the recitals aboveSeparation Date (the “Payment Period”), the Company will pay to Xxxxxx an aggregate amount equal to $1,015,000, less applicable taxes and other withholdings (the “Separation Payment”). The Separation Payment shall pay Xxxxxxx be paid in substantially equal installments during the following: Payment Period, beginning on the first regularly scheduled payroll date of the Company following the expiration of the Confirming Release Revocation Period (i) the sum of $223,050.00“First Payment Date”), representing at the continuation of Xxxxxxx’x Base Salary (as defined same time and in the Employment Agreement) from same manner as Xxxxxx would have been paid had Xxxxxx remained employed by the Separation Date through Company during the period ending nine (9) months from the Separation DatePayment Period, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices. For purposes of Section 409A (including, less all applicable withholdingswithout limitation, deductions and #240532573_v8 taxes as required by lawfor purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), at Xxxxxx’x right to receive the same times Separation Payment in the same manner in which such Base Salary would have been payable form of installment payments (the “Installment Payments”) shall be treated as a right to Xxxxxxx had receive a termination series of employment not occurred; separate payments and, accordingly, each Installment Payment shall at all times be considered a separate and distinct payment. (iib) Xxxxxx shall remain eligible to receive an annual bonus under the sum of $16,296.00, representing one hundred percent Amended and Restated ProPetro Holding Corp. Executive Incentive Bonus Plan (100%the “Bonus Plan”) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 2020 calendar year (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount2020 Bonus”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms amount of the Employment Agreement2020 Bonus shall be determined based on the Company’s and Xxxxxx’x achievement of the applicable performance metrics during the 2020 calendar year, as certified by the Compensation Committee of the Company’s Board of Directors (the “Board”), and shall not be prorated for partial service during the 2020 calendar year. The amount of the 2020 Bonus earned in accordance with the preceding sentence, if any, shall be paid at such time the annual bonuses are paid to other participants in the Bonus Plan (such date to occur no later than March 15, 2021). For the avoidance of doubt, so long as Xxxxxxx continues employment during Xxxxxx shall not be entitled to an annual bonus under the Notice Period Bonus Plan for the 2021 calendar year. (c) During the portion of the eighteen (18) months following the Separation Date (the “COBRA Period”), if any, that Xxxxxx elects to continue coverage for Xxxxxx and does not otherwise resign Xxxxxx’x spouse and is not terminated for Xxxxxeligible dependents, Xxxxxxx will receive (x) if any, under the remaining balance owed Company's group health plans pursuant to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023the Consolidated Omnibus Budget Reconciliation Act of 1985, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and amended (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below“COBRA”), the Company shall promptly reimburse Xxxxxx on a monthly basis for the difference between the amount Xxxxxx pays to effect and continue such coverage and the employee contribution amount that current employees of the Company pay for the same or similar coverage under such group health plans, less applicable taxes and withholdings (the “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to Xxxxxx on the Company’s first installment regularly scheduled pay date in the calendar month immediately following the calendar month in which Xxxxxx submits to the Company documentation of the applicable premium payment having been paid by Xxxxxx, which documentation shall be submitted by Xxxxxx to the Company within thirty (30) days following the date on which the applicable premium payment is paid. Xxxxxx shall be eligible to receive such reimbursement payments until the earliest of: (i) the last day of the COBRA Period; (ii) the date Xxxxxx is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which Xxxxxx becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Xxxxxx); provided, however, that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Xxxxxx’x sole responsibility, and the Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. (d) As of the Separation Amount within 21 Date, (i) the 30,034 restricted stock units granted to Xxxxxx under the ProPetro Holding Corp. 2017 Incentive Award Plan (the “Incentive Plan”) that are outstanding as of the Separation Date and scheduled to vest during the Payment Period in accordance with the terms of the applicable award agreements governing such awards (the “RSUs”, which, for the avoidance of doubt, include 8,671 restricted stock units granted on April 18, 2018, 8,824 restricted stock units granted on March 18, 2019, and 12,539 restricted stock units granted on February 11, 2020) shall become immediately fully vested upon the Separation Date; (ii) the 26,012 target number of performance restricted stock units originally granted on April 18, 2018 and cancelled and regranted on June 4, 2020 and the 26,471 target number of performance restricted stock units originally granted on March 18, 2019 and cancelled and regranted on June 4, 2020, in each case, to Xxxxxx under the Incentive Plan and outstanding as of the Separation Date (collectively, the “PSUs”) shall become immediately fully vested with respect to the service component of the vesting requirement for such awards but shall remain outstanding and the number of PSUs that actually vest shall be determined based on the Company’s actual performance as compared to the performance metrics outlined in the applicable award agreement over the relevant performance period and such vested PSUs, if any, shall be settled at the time originally specified in the applicable award agreement (such date to occur no later than March 15 of the calendar days year following the Effective last calendar year of the applicable performance period); and (iii) the 29,997 stock options granted to Xxxxxx on March 16, 2017 under the Incentive Plan that are outstanding as of the Separation Date and scheduled to vest during the Payment Period in accordance with the terms of the award agreement governing such award shall become immediately fully vested upon the Separation Date. For the avoidance of doubt, but for the execution of this Agreement, Xxxxxx is not otherwise entitled to the provisions of this Section 2(d) and would otherwise forfeit all unvested equity awards granted to him under the Incentive Plan upon the Separation Date, including the PSUs that shall remain outstanding and eligible to vest at the end of the applicable performance period pursuant to this Section 2(d). (e) Prior to the Separation Date, the exercise period applicable to the stock options granted to Xxxxxx under the Stock Option Plan of ProPetro Holding Corp. (the “Option Plan”) and the Incentive Plan (collectively, the “Equity Plans”) that have become vested and are outstanding as of the Separation Date (the “Vested Options”, which, for the avoidance of doubt, include 586,755 stock options granted on June 14, 2013 and 231,019 stock options granted on July 19, 2016, in each case, under the Option Plan, and 119,988 stock options granted on March 16, 2017 under the Incentive Plan) shall be extended such that the Vested Options shall not be forfeited or cancelled upon the ninety-first (91st) day following the Separation Date pursuant to the terms of the Equity Plans but, instead, shall remain outstanding and exercisable until June 14, 2023, provided, however, that in no case shall the extension of the exercise period applicable to the Vested Options pursuant to this Section 2(e) violate Section 409A (as defined in Paragraph 18 below). Xxxxxxx understandsNotwithstanding anything in this Agreement, Xxxxxx acknowledges and agrees that if Xxxxxx fails to comply with his ongoing obligations to the Company, including those in Sections 6-8 of this Agreement, then (i) any unexercised Vested Options shall immediately be forfeited and cancelled upon notice from the Company and may not be exercised at any point and (ii) Xxxxxx shall pay to the Company the fair market value of any shares of the Company’s common stock, par value $0.001, acquired through the exercise of the Vested Options. Xxxxxx acknowledges and agrees that the Separation Amount will be paid by consideration described in this Section 2 represents the entirety of the amounts Xxxxxx is eligible to receive as severance pay from the Company provided: or any other Company Party, including under the Equity Plans and the Employment Agreement between the Parties dated April 17, 2013, as amended by that certain letter agreement between the Parties dated April 9, 2020 (a) Xxxxxxx the “Employment Agreement”). Xxxxxx acknowledges that he is not in breach aware of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to ongoing obligations he may have under the Company. The Company ’s Xxxxxxx Xxxxxxx Policy, applicable securities laws and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited applicable requirements related to those benefits described any trading in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Company’s securities.

Separation Payment. In return for Xxxxxxx’x promisesThe Company provided Employee with an initial draft of this Agreement with substantially the same terms as herein on September 17, obligations2019. Provided that Employee (i) executes this Agreement and returns it to the Company, acknowledgementscare of Grae Xxxxxxx at 00000 Xxxxxxxxxxx Xxxx, agreementsXxxxx 000, warranties Xxxxxxx, XX 00000 (e-mail: xxxxxxxx@xxxxxxxxxxx.xxx) so that it is received by Xx. Xxxxxxx no later than September 25, 2019; (ii) provides the assistance and representations services described in Section 1 above; (iii) timely executes and returns the Confirming Release (as defined below) to the Company as set forth in this Agreement, including Section 7 below (and does not exercise his continued service during the Notice Period revocation right as set forth described in the fifth Whereas clause in the recitals above, the Company shall pay Xxxxxxx the following: (i) the sum of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurredConfirming Release); and (iiiv) abides by each of Employee’s commitments set forth herein, then the sum of Company will provide Employee with a total severance payment equal to $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024426,562, less all applicable withholdingsordinary withholdings for federal income, deductions Social Security, and Medicare taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses “Initial Separation Payment”). In addition to the Initial Separation Payment, the Employee shall receive $42,188 which he would not be otherwise entitled to under his Employment Agreement for an additional bonus amount (i) the “Consideration”), collectively, the Consideration and (ii) shall collectively be the Initial Separation Payment, hereinafter referred to herein as the “Separation AmountPayment”). The Separation Amount Payment will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms paid in twenty-six substantially equal bi-weekly installments (twenty-six installments of the Employment Agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course$18,028.85), less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the The first installment payment of the Separation Amount within 21 calendar days Payment shall be due on the first regularly scheduled bi-weekly pay date of the Company that falls on or after the tenth (10th) business day following the Effective Date (as defined in Paragraph 18 below)date on or after November 1, 2019, that Employee returns to Company an executed copy of the Confirming Release. Xxxxxxx understands, acknowledges and agrees that Each of the Separation Amount will remaining installments shall be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to on the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Company’s regular bi-weekly payroll dates thereafter.

Separation Payment. In return for Xxxxxxx’x promisesaddition to salary and benefits earned prior to the Separation Date, obligations, acknowledgements, agreements, warranties in the event that the Employee signs this Agreement and representations does not revoke it within seven (7) days (as set forth permitted in Section 15 of this Agreement), including his continued service during then the Notice Period Employee shall receive the following as set forth in the fifth Whereas clause in the recitals above, the Company consideration: (a) The Employer shall pay Xxxxxxx to the followingEmployee the sum of Seven Hundred and Thirty Eight Thousand Four Hundred and Fifty Nine Dollars ($738,459.32), less legally required payroll deductions and deductions for health insurance in twenty two (22) equal monthly installments to be received by the last day of each month commencing March 2000; (b) The Employer shall continue to carry the Employee on the Employer's health insurance plan until the earlier of: (i) the sum of $223,050.00December 31, representing the continuation of Xxxxxxx’x Base Salary 2001; or (as defined in the Employment Agreementii) Employee is covered by another health insurance policy, subject to standard employee contributions which shall be withheld from the Separation Date separation payments set forth above (c) The Employer shall continue to pay the premiums on the Employee's existing life insurance policies for coverage through December 31, 2001; and (d) The Employer shall reimburse the period ending nine (9) months from the Separation Date, less Employee for all applicable withholdings, deductions and taxes as required by law, payable in installments unreimbursed business expenses in accordance with the Company’s normal payroll practicesEmployer's Standard Policies and Procedures, less all applicable withholdingsincurred by Employee through the Separation Date upon the delivery to the Employer of receipts for such expenses. The Employer represents and warrants, deductions and #240532573_v8 taxes as required by lawthe Employee acknowledges, at that the same times in consideration paid to the same manner in which such Base Salary Employee under this Agreement exceeds the amount the Employee would have been payable ordinarily be entitled to Xxxxxxx had a upon termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”)Employee's employment. The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, Employee acknowledges that other than the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant consideration paid to the terms of the Employment Agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, acknowledges and agrees that the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision Employee under Section 2 of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount Employee is not an entitlement entitled to and shall serve as good and sufficient consideration hereby waives any claim for the release set forth in Paragraph 4 of this Agreement49,800 options which are scheduled to vest on June 28, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to2000, any installments thereofbonus, as well as commission, stock (other than the stock currently owned and stock options vested through the date hereof), or any other benefits compensation including under this Agreementany contract, includingagreement or arrangement, including but not limited to those benefits described in Paragraph 3 belowthe Employment Agreement dated, shall be automatically forfeitedas of June 27, null 1996, between Employee and void without any further obligations being owed to Xxxxxxx by the CompanyEmployer.

Separation Payment. In return for Xxxxxxx’x promisesProvided that Employee signs this Agreement on the Separation Date or within 50 days thereafter, obligationsand returns it to the Company care of Xxxxxx X. Xxxx, acknowledgementsVice President - Human Resources, agreements0000 Xxxxx X-00, warranties X.X. Xxx 0000 Xxxxxxxxxxx, Xxxxx 00000 (e-mail: XXxxx@xxxxxxxxxxxxxxxxxxxx.xxx) so that it is received by Xx. Xxxx no later than 11:59 p.m. Gainesville, Texas time on May 18, 2019 (and representations so long as Employee does not exercise Employee’s revocation right pursuant to Section 14 below), and so long as Employee honors each of Employee’s commitments set forth herein, then: (a) the Company shall pay, or cause to be paid, to Employee the pro-rated portion of the annual bonus Employee would have been entitled to, if any, had Employee remained employed by the Company as of December 31, 2019, payable less applicable taxes and withholdings in this Agreementa lump sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company through December 31, including his continued service 2019 (but in no event earlier than 60 days after the Separation Date nor later than March 15, 2020); (b) the Company shall pay, or cause to be paid, to Employee the amount of $1,680,000.00 less applicable taxes and withholdings, which equals three times the sum of (i) Employee’s annualized base salary in effect immediately prior to the Separation Date plus (ii) 60% of Employee’s annualized base salary in effect immediately prior to the Separation Date, which amount shall be paid in a lump sum payment on the date that is 60 days after the Separation Date; and (c) during the Notice Period portion, if any, of the 18-month period following the Separation Date that Employee elects to continue coverage of Employee or Employee’s spouse and eligible dependents, if any, under the Company group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as set forth in amended (“COBRA”), and/or sections 601 through 608 of the fifth Whereas clause in the recitals aboveEmployee Retirement Income Security Act of 1974, as amended (“ERISA”), the Company shall promptly reimburse, or cause to be reimbursed, to Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay Xxxxxxx for the following: same or similar coverage under such group health plans. Notwithstanding the preceding provision of this clause (i) c), if the sum provision of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined benefit described in such clause cannot be provided in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Datemanner described in such clause without penalty, less all applicable withholdingstax, deductions and taxes as required by law, payable in installments in accordance with or other adverse impact on the Company’s normal payroll practices, less all applicable withholdings, deductions then the Company and #240532573_v8 taxes as required by law, at the same times Employee shall negotiate in the same good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such Base Salary would have been payable adverse impact to Xxxxxxx had a termination of employment not occurred; the Company. The payments and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable benefits set forth in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (ia) and through (iic) shall collectively be above are referred to collectively herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands ” and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms of the Employment Agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, Employee acknowledges and agrees that the Separation Amount will be paid by is equal to all of the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; payments and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release benefits set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subpartsSection 7.1(b)(iii) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Employment Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Company.

Separation Payment. In return for Xxxxxxx’x promises, obligations, acknowledgements, agreements, warranties and representations as set forth in this Agreement, including his continued service during the Notice Period as set forth in the fifth Whereas clause in the recitals aboveSubject to Section 26, the Company shall pay Xxxxxxx Executive the following: following amounts in the manner as forth for each below (collectively, the “Separation Payment”): (i) the sum of an amount equal to $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date286,500, less all applicable taxes and withholdings, deductions and taxes as required by lawan additional separation payment, payable in installments on or before December 31, 2019; (ii) an amount equal to the Annual Bonus for the 2019 fiscal year that would have been paid to Executive if he had remained an employee of the Employer on the date on which such Annual Bonus is payable in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at practice of the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 Company (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation AmountBonus Payment Date”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, determined in accordance with the Separation Amount equals or exceeds performance by the amounts to which Xxxxxxx is entitled, including pursuant Company with respect to the terms of the Employment Agreement. For the avoidance of doubt, so long criteria applicable thereto as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined previously adopted by the Compensation Committee of the Board, such amount, less applicable taxes and withholdings, to be paid to Executive on the Bonus Payment Date or March 15, 2020, whichever is earlier (the “2019 Annual Bonus Amount”); (iii) an amount equal to the sum of (A) $859,287 (equal to 1.5 times Executive’s final Base Salary), plus (B) 1.5 times the 2019 Annual Bonus Amount, in each case, less applicable taxes and withholdings, as a separation payment in equal or nearly equal installments on the Employer’s regularly scheduled payroll dates beginning on the Employer’s first regularly scheduled payday following the Date of Termination and continuing thereafter for 18 months until such amount is paid in full; provided, however, that until the 2019 Annual Bonus Amount has been determined in the ordinary coursemanner described in Section 5(a)(ii), less all applicable withholdingsthen, deductions and taxes as solely for purposes of paying the installments required by lawto be paid under this clause 5(a)(iii) prior to such determination, the 2019 Annual Bonus Amount shall be deemed to be equal to $572,858 (Executive’s target for the 2019 Annual Bonus Amount); and (y) issuance of shares of Company Common Stock in respect provided further that, after the determination of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below)actual 2019 Annual Bonus Amount, the Company shall pay the first installment amount of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, acknowledges and agrees that the Separation Amount remaining equal installments under this clause 5(a)(iii) will be increased or decreased, as applicable, so that, at the end of such 18-month period, the cumulative total payments of all installments paid by after the Company provided: (a) Xxxxxxx Date of Termination is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement equal to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed total amount required to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision be paid under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Companyclause 5(a)(iii).

Separation Payment. In return for Xxxxxxx’x promisesProvided that Employee (x) executes this Agreement and returns it to the Company, obligationscare of General Counsel, acknowledgements14701 Hertz Xxxxx Xxxxxxx Xxxx, agreementsXxxxxxxx Xxxx, warranties Xxxxxxxx 00000, so that it is received by the Company no later than the close of business on May 6, 2019, and representations as does not revoke his acceptance of this Agreement pursuant to Section 7(d); and (y) honors each of Employee’s commitments set forth in this Agreementherein, including his continued service during then: (a) The Company shall provide Employee with a lump sum payment of $262,500, less applicable taxes and withholdings (the Notice “Cash Payment”), which Cash Payment shall be provided no later than the Company’s first regular pay date after the expiration of Release Revocation Period (as set forth in defined below). (b) During the fifth Whereas clause in portion, if any, of the recitals abovetwelve (12)-month period following the Separation Date (the “Reimbursement Period”) that Employee elects to continue coverage for Employee and Employee’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall promptly reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay Xxxxxxx for the followingsame or similar coverage under such group health plans (the “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to Employee on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Employee submits to the Company documentation of the applicable premium payment having been paid by Employee, which documentation shall be submitted by Employee to the Company within thirty (30) days following the date on which the applicable premium payment is paid. Employee shall be eligible to receive such reimbursement payments until the earliest of: (i) the sum last day of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurredReimbursement Period; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred date Employee is no longer eligible to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms of the Employment Agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by lawCOBRA continuation coverage; and (yiii) issuance the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee); provided, however, that the election of shares COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company Common Stock in respect shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. (c) The Company shall provide Employee with a lump sum payment equal to Employee’s six (6) weeks of accrued but unused vacation, less applicable taxes and withholdings (the 5,916 RSUs that would vest in “Vacation Payment”), which Vacation Payment shall be provided no later than the ordinary course during Company’s first regular pay date after the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the expiration of Release Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, acknowledges and agrees that the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Company.

Separation Payment. In return for Xxxxxxx’x promisesProvided that Gobe (x) executes this Agreement and returns a signed copy of it to the Company, obligationscare of Nxxxxx W. “Trey” Wxxxxx III, acknowledgementsProPetro Holding Corp., agreements1000 X. Xxxxxxx, warranties Bldg. B, Midland, Texas 79701 (e-mail: txxx.xxxxxx@xxxxxxxxxxxxxxxx.xxx), so that it is received no earlier than the Separation Date and representations as no later than the close of business on the date that is twenty-one (21) days after Gobe receives this Agreement, and it is not subsequently revoked by Gobe in accordance with Section 5 and (y) satisfies the other terms and conditions set forth in this Agreement, including his continued service during Gobe shall receive the Notice Period following consideration: (a) All restricted stock units granted on each of October 7, 2019, February 11, 2020, and March 13, 2020 to Gobe under the ProPetro Holding Corp. 2017 Incentive Award Plan (the “2017 Plan”) and on February 17, 2021 to Gobe under the ProPetro Holding Corp. 2020 Long Term Incentive Plan (the “2020 Plan”) and, in each case, outstanding as set forth of the Separation Date (the “RSUs”) will be deemed to be amended immediately prior to the Separation Date to provide that such awards shall vest on the Separation Date and shall be settled following the date that this Agreement becomes irrevocable but no later than thirty days following the Separation Date; (b) All performance share units granted on each of February 11, 2020, and March 13, 2020 to Gobe under the 2017 Plan and on February 17, 2021 to Gobe under the 2020 Plan and, in each case, outstanding as of the fifth Whereas clause in Separation Date (the recitals above, “PSUs”) will be deemed to be amended immediately prior to the Company shall pay Xxxxxxx the following: Separation Date to provide (i) that the sum service requirement associated with such awards will be deemed to be fulfilled as of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date; provided, less all applicable withholdingshowever, deductions that the PSUs will remain outstanding and taxes as required by lawthe number of PSUs that actually vest (i.e., payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions between 0% and #240532573_v8 taxes as required by law, at the same times in the same manner in which 200% of such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (iitarget number) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (will be determined based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes Parent’s actual performance as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant compared to the terms of performance metrics outlined in the Employment Agreementapplicable award agreement over the relevant performance period and such vested PSUs, if any, shall be settled at the time originally specified in the applicable award agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period vesting and does timing of settlement with respect to the PSUs would not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined be impacted by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance death of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice PeriodMx. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of Xxxx following the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below)Date. Xxxxxxx understands, Gobe acknowledges and agrees that the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period consideration described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy this Section 2 represents the entirety of this Agreement the amounts Gobe is eligible to receive as severance pay from the Company, the Parent or any other Company Party, including under the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan. The Company Gobe acknowledges that he is aware of the ongoing obligations he will have under the Parent’s Ixxxxxx Xxxxxxx Policy, applicable securities laws and Xxxxxxx agree any other applicable requirements related to any trading in the Parent’s securities. Gobe further acknowledges that he shall be eligible to receive compensation for his service on the Board following the Separation Amount is not an entitlement Date, consistent with the terms of the Amended and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the CompanyRestated Non-Employee Director Compensation Policy.

Separation Payment. In return for Xxxxxxx’x promisesProvided that Employee (i) executes this Agreement on or after the Separation Date and returns a copy of this Agreement signed by Employee to the Company care of Xxxxxxxxx Xxxxxxx, obligationsGeneral Counsel, acknowledgementsat xxxxxxxx@xxxxxxxxxxx.xxx so that it is received by Xx. Xxxxxxx no later than April 19, agreements, warranties and representations 2024; (ii) does not exercise Employee’s revocation right as set forth in this Agreement, including his continued service during the Notice Period as Section 18 below; and (iii) abides by each of Employee’s commitments set forth in the fifth Whereas clause in the recitals aboveherein, the then: (a) The Company shall pay Xxxxxxx to Employee a total amount equal to $648,000, less applicable taxes and withholdings (the following: “Separation Payment”), which amount represents twelve (i12) months’ worth of Employee’s base salary as in effect immediately prior to the sum Separation Date plus 100% of $223,050.00, representing Employee’s target bonus under the continuation of Xxxxxxx’x Base Salary STI Plan (as defined in the Employment Agreement) from for 2024. The Separation Payment shall be paid in twenty-six (26)substantially equal installments paid over twelve (12) months following the Separation Date. On the Company’s first regularly scheduled pay date that comes after the day that this Agreement has been timely signed by Employee and returned to the Company as set forth above and the Release Revocation Period (as defined below) has expired without Employee having exercised Employee’s revocation right (such date, the “First Payment Date”), the Company shall pay to Employee, without interest, a number of installments of the Separation Payment equal to the number of such installments that would have been paid during the period beginning on the Separation Date through and ending on the period ending nine (9) months from First Payment Date had the installments been paid on the Company’s regular bi-weekly pay dates commencing on the Company’s first regularly scheduled pay date following the Separation Date, less all and each of the remaining installments shall be paid on a bi-weekly basis thereafter. (b) The Company shall pay to Employee a pro-rated portion of the bonus under the STI Plan that Employee would have been paid for 2024 (the “Pro-Rata Bonus Payment”), which Pro-Rata Bonus Payment, if any, shall be paid (if the applicable withholdingscriteria for earning a bonus under the STI Plan are satisfied for 2024, deductions and taxes as required by law, payable in installments in accordance other than the requirement with respect to continued employment through the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by lawpayment date), at the same times time bonuses under the STIP Plan for 2024 are paid to similarly situated employees of the Company, but no later than March 15, 2025. (c) If, during any portion of the fifteen- (15-) month period following the Separation Date (the “Reimbursement Period”) Employee elects, within the time period prescribed pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to continue coverage under the Company’s group health plans pursuant to COBRA for Employee and Employee’s eligible dependents, then the Company will reimburse Employee on a monthly basis for the difference between the premiums that Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Reimbursements”). The COBRA Reimbursements will be made to Employee on the Company’s first regularly scheduled pay date in the same manner calendar month immediately following the calendar month in which such Base Salary would have Employee submits to the Company documentation of the applicable premium having been payable paid by Employee, which documentation shall be submitted by Employee to Xxxxxxx had a termination the Company within thirty (30) days following the date on which the applicable premium is paid. Employee shall be eligible to receive the COBRA Reimbursements until the earliest of: (i) the last date of employment not occurredthe Reimbursement Period; and (ii) the sum date Employee is no longer eligible to receive COBRA continuation coverage, and (iii) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall promptly be reported to the Company). Employee acknowledges and agrees that the election of $16,296.00continuation coverage pursuant to COBRA and the payment of any premiums due with respect to such continuation coverage will remain Employee’s sole responsibility, representing one hundred percent (100%) and the Company shall not assume any obligation for payment of Xxxxxxx’x Annual Bonus (based any such premiums relating to such COBRA continuation coverage. Notwithstanding the foregoing, if the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on the 2023 target annual bonus) that would have accrued for Company or any other member of the period between January 1Company Group, 2024 through March 8then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the Company or such other member of the Company Group. The Separation Payment, 2024Pro-Rata Bonus Payment, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall COBRA Reimbursements are collectively be referred to herein as the “Separation AmountBenefits.”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms of the Employment Agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, acknowledges and agrees that the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Company.

Separation Payment. In return for Xxxxxxx’x promises, obligations, acknowledgements, agreements, warranties and representations as set forth in Conditioned upon Employee's signing of this Agreement, including expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit C) indicating his continued service during the Notice Period as set forth in the fifth Whereas clause in the recitals above, the decision not to revoke this Agreement: (i) The Company shall pay Xxxxxxx Employee a total gross separation payment of $129,375.00, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the following: first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (iwithout revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. (ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle. (iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003. (iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time. (v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actualxx xxxxxxed xxx xxid xx Xxployee in connection with this matter, in an amount not to exceed $3,500. (vi) The Company shall pay to Employee on December 1, 2002, the sum of $223,050.005,000 representing an outplacement services allowance. (vii) The dental insurance, representing long term disability and life insurance coverage provided to Employee by the continuation Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of Xxxxxxx’x Base Salary the policies, at Employee's expense. (as defined viii) Employee shall be entitled to participate in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date, less all applicable withholdings, deductions and taxes as required by law, payable in installments Company's Section 125 Plan in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms of such Plan with respect to medical expenses and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes of any of the Employment AgreementCompany's qualified retirement plans or other benefit programs. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and Payment under this paragraph does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed entitle Employee to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, acknowledges and agrees that the Separation Amount will be paid retirement plan contributions by the Company provided: for Employee's benefit or account. No payment under this paragraph shall be due before the expiration (awithout revocation) Xxxxxxx of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in breach of any termparagraph 7 below, conditionincluding without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient additional consideration for the release set forth agreements made in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 paragraphs 14 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 15 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Company.

Separation Payment. In return for Xxxxxxx’x promises, obligations, acknowledgements, agreements, warranties consideration of the promises and representations as set forth covenants made by Employee in this Agreement, including his continued service during the Notice Period as set forth in general release of claims which forms a material part of this Agreement, and Employee’s compliance with all of the fifth Whereas clause in the recitals aboveterms and conditions of this Agreement, and subject to Employee’s timely execution and non-revocation of this Agreement, the Company shall pay Xxxxxxx the following: to Employee: (ia) the sum equivalent of 14 months of pay, calculated based upon a base salary of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date350,000 per annum, less all applicable withholdingswithholding and deductions (“Severance Payment”), deductions which shall be payable to Employee in substantially equal installments over a 14-month period commencing on the first scheduled payroll date following expiration of the seven (7) day revocation period, and taxes as required by law, payable in installments in accordance with the Company’s normal standard payroll practicespractices and policies as in effect over the next 14 months; and (b) a one-time cash payment of $750,000, less all applicable withholdingswithholding and deductions (such amount, deductions collectively with the Severance Payment, the “Separation Payment”), which shall be payable within 30 days following the date on which (i) all amounts owed by the Company and #240532573_v8 taxes its subsidiaries pursuant to that certain Credit Agreement, dated as required of May 4, 2020, by lawand among BKRF OCB, at LLC, BKRF OCP, and the same times in the same manner in which such Base Salary would senior lenders party thereto, have been payable to Xxxxxxx had a termination of employment not occurred; paid in full and (ii) all outstanding shares of Series C Preferred Stock of the sum of $16,296.00, representing one hundred percent Company have been redeemed in full. (100%c) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) The Parties acknowledge and agree that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms Payment constitutes good and valuable consideration for Employee’s general release of the Employment Agreementclaims set forth herein. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, Employee acknowledges and agrees that Employee is not entitled to the Separation Amount will be paid by Payment unless Employee signs and executes this Agreement within the Company provided: designated twenty-one (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx 21)-day consideration period and does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Company.

Separation Payment. In return for Xxxxxxx’x promises(a) The Company agrees to pay Employee, obligationsand Employee agrees to accept, acknowledgementsTwo Hundred Ten Thousand Dollars ($210,000.00) (the "Separation Payment") in full and final settlement and satisfaction of any Claims (hereinafter defined) which Employee may have against Employee Releasees (hereinafter defined). The Separation Payment shall be paid by the Company to Employee in equal, agreementsmonthly payments on the fifteenth (15th) day of each month commencing on July 15, warranties 2006 and representations continuing until the Separation Payment is paid in full on or before April 15, 2007. (b) The Separation Payment shall be evidenced in the promissory note of the Company in the form attached hereto as set forth Exhibit A and made a part hereof (the "Promissory Note"). (c) The Separation Payment shall be paid at 0 Xxxxxxxxx Xxxxx, Xxxxx Xxxxxx, New York 11743, or such other place as Employee may designate in this Agreementwriting, including his continued service during the Notice Period written direction to make payment by wire transfer as set forth instructed by Employee. (d) The Separation Payment is not being made in the fifth Whereas clause in the recitals above, respect of Employee's employment with the Company shall or his Employment Agreement. (e) The Company agrees to pay Xxxxxxx Employee the following: (i1) all forms of compensation, bonuses and fees the sum of $223,050.00Employee earned through and including June 30, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date2006, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to upon the terms of the Employment Agreement. For , all of which shall be paid at the avoidance of doubttime and in accordance with past practices (such Employee's bonuses for June 2006 amount to $41,337.82) and (2) for the period from July 1, so 2006 through March 31, 2007 (i) one basis point (.0001) per month on the net assets in the Saratoga Energy & Basic Materials Portfolio as long as Xxxxxxx continues employment during the Notice Period Company is the adviser to such Fund and does not (ii) in lieu of all the Bonuses, Finder's Fees and Royalty payments that would have otherwise resign accrued and is not terminated for Xxxxx, Xxxxxxx will receive (x) been payable to Employee under the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January Employment Agreement from July 1, 2023 2006 through December March 31, 20232007, ten basis points (.0010) computed on the aggregate net assets in the Integrity High Income Fund and the All Season Fund in excess of $135,000,000. The calculation of net assets for Section 1(e)(2) purposes shall be made as determined of the close of business on the last business day of each month. The amount due, if any, under Section 1(e)(2)(ii) shall be calculated monthly and any amount owed by the Compensation Committee Company and not previously paid shall be payable as set forth in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (ynext succeeding sentence. Any payments due pursuant to Section 1(e)(2) issuance of shares of Company Common Stock in respect shall be paid to Employee on or before the 15th day of the 5,916 RSUs that would vest in month next succeeding the ordinary course during end of the Notice Periodmonth for which an amount is owed. Provided Xxxxxxx does not revoke Commencing on August 15, 2006, and on the Agreement within the Revocation Period (as defined in Paragraph 18 below)15th day of each month thereafter through and including April 15, 2007, the Company shall pay provide Employee with a report containing the first installment following information with respect to the Saratoga Energy & Basic Materials Portfolio, the Integrity High Income Fund and the Integrity All Season Fund: the net assets in each such Fund as of the Separation Amount within 21 calendar days following close of business on the Effective Date (as defined last business day of the month immediately preceding the date of the report, each of which shall be calculated in Paragraph 18 below). Xxxxxxx understandsaccordance with GAAP and on a basis consistent with past practice, acknowledges and agrees that the Separation Amount will each of which shall be paid certified by the Company provided: (a) Xxxxxxx is not in breach Chief Financial Officer of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The If the Employee disputes the method of calculation, he shall give notice to the Company and Xxxxxxx agree that the Separation Amount is not an entitlement parties shall meet and shall serve as attempt in good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including faith to resolve any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Companysuch dispute.

Separation Payment. In return for Xxxxxxx’x promisesProvided that Wxxxxx: (x) executes this Agreement on or after the Separation Date and returns a signed copy of it to the Company, obligationscare of Jxxx X. Xxxxxxxx, acknowledgementsProPetro Holding Corp., agreements1000 X. Xxxxxxx, warranties Bldg. B, Midland, Texas 79701 (e-mail: jxxx.xxxxxxxx@xxxxxxxxxxxxxxxx.xxx), so that it is received no later than the close of business on the date that is twenty-one (21) days after Wxxxxx receives this Agreement, and representations as it is not subsequently revoked by Wxxxxx in accordance with Section 5; and (y) satisfies the other terms and conditions set forth in this Agreement, including his continued service during Wxxxxx shall receive the Notice Period as set forth in following consideration: (a) For the fifth Whereas clause in avoidance of doubt, Wxxxxx shall remain eligible to receive an annual bonus under the recitals above, Amended and Restated ProPetro Holding Corp. Executive Incentive Bonus Plan (the Company shall pay Xxxxxxx the following: (i“Bonus Plan”) the sum of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 2022 calendar year (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount2022 Bonus”). The amount of the 2022 Bonus shall be the full amount of any annual bonus under the Bonus Plan that the compensation committee of the board of directors of the Parent (the “Committee”) determines that Wxxxxx has earned for the 2022 calendar year, which shall be determined based on the Parent’s and Wxxxxx’x achievement of the applicable performance metrics during the 2022 calendar year, as certified by the Committee, and which shall be paid, if at all, at such time that the annual bonuses are paid to other similarly situated participants in the Bonus Plan (such date to occur no later than March 15, 2023); (b) All restricted stock units granted on February 11, 2020 to Wxxxxx under the ProPetro Holding Corp. 2017 Incentive Award Plan (the “2017 Plan”) and on February 17, 2021 and February 16, 2022 to Wxxxxx under the ProPetro Holding Corp. 2020 Long Term Incentive Plan (the “2020 Plan”) and, in each case, outstanding as of the Separation Amount Date (the “RSUs”) will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, deemed to be amended immediately prior to the Separation Amount equals or exceeds Date to provide that such awards shall vest on the amounts Separation Date and shall be settled following the date that this Agreement becomes irrevocable but no later than thirty days following the Separation Date; and (c) All performance share units granted on each of February 17, 2021 and February 16, 2022 to which Xxxxxxx is entitledWxxxxx under the 2020 Plan and, including pursuant in each case, outstanding as of the Separation Date (the “PSUs”) will be deemed to be amended immediately prior to the terms Separation Date to provide (i) that the service requirement associated with such awards will be deemed to be fulfilled as of the Employment AgreementSeparation Date; provided, however, that the PSUs will remain outstanding and the number of PSUs that actually vest (i.e., between 0% and 200% of such target number) will be determined based on the Parent’s actual performance as compared to the performance metrics outlined in the applicable award agreement over the relevant performance period and such vested PSUs, if any, shall be settled at the time originally specified in the applicable award agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period vesting and does timing of settlement with respect to the PSUs would not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined be impacted by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance death of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of Wxxxxx following the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below)Date. Xxxxxxx understands, Wxxxxx acknowledges and agrees that the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period consideration described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy this Section 2 represents the entirety of this Agreement the amounts Wxxxxx is eligible to receive as severance pay from the Company. The , the Parent or any other Company and Xxxxxxx agree that Party, including under the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for 2017 Plan, the release set forth in Paragraph 4 of this Agreement2020 Plan, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement the Bonus Plan, and the other ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan. Wxxxxx acknowledges that he is aware of the ongoing obligations he will have under the Parent’s Ixxxxxx Xxxxxxx Policy, applicable securities laws and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited applicable requirements related to those benefits described any trading in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the CompanyParent’s securities.

Separation Payment. In return consideration for Xxxxxxx’x promisesthe mutual promises exchanged herein, obligationsthe Company will pay to Employee $199,333.32 less required withholdings, acknowledgementsan amount equal to his base salary for the period of September 1, agreements2011 to June 30, warranties 2012. This amount will be paid in four equal payments of $49,833.33, less required withholdings. The first payment will be postmarked to Employee within twenty (20) days of Employee’s execution of the Agreement, the second payment will be postmarked to Employee on or before January 1, 2012, the third payment will be postmarked to Employee on or before April 1, 2012, and representations the fourth payment will be postmarked to Employee on or before one year from the date of Employee’s execution of the Agreement, provided Employee does not exercise his right of rescission under Section 10 herein. The Company will also provide Employee with outplacement assistance by paying up to $10,000.00 directly to an outplacement service in the business of assisting persons with job searches and placements selected by Employee with the approval of Company, which approval shall not be unreasonably withheld. Such payment to an approved outplacement service shall be requested by Employee by June 30, 2012. If Employee has not requested payment to an approved outplacement service by such date, then Company’s obligation to pay under this paragraph shall terminate and shall not thereafter be reinstated. If Employee elects to continue participating in the Company’s group medical and dental plans pursuant to applicable federal COBRA regulations following the Separation Date, then as further consideration to Employee and provided Employee does not exercise his right of rescission under Section 10 herein, the Company will subsidize Employee’s group medical and dental premiums, as set forth in Section 7 herein. The parties acknowledge that, with or without this Agreement, including his continued service during the Notice Period as set forth in the fifth Whereas clause in the recitals above, the Company shall will pay Xxxxxxx Employee his accrued vacation, which the following: (i) the sum parties acknowledge is equivalent to $6,009.90, and any compensation earned and accrued as of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from the Employees Separation Date through the period ending nine (9) months from the Separation Datedate, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms of the Employment Agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understands, acknowledges and agrees that the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Company.applicable

Separation Payment. In return for Xxxxxxx’x promisesProvided that Xxxxxxx (x) executes this Agreement and returns a signed copy of it to the Company, obligationscare of Xxxx Xxxxxx, acknowledgementsProPetro Holding Corp., agreements0000 X. Xxxxxxx, warranties Bldg. B, Midland, Texas 79701 (e-mail: xxxx.xxxxxx@xxxxxxxxxxxxxxxx.xxx), so that it is received no later than the close of business on October 7, 2019, (y) in accordance with Section 21, returns to the Company a copy of the Confirming Release that has been signed by him on the Separation Date, and representations as (z) satisfies the other terms and conditions set forth in this Agreement, including his continued service during Xxxxxxx shall receive the Notice Period as set forth in following consideration: (a) During the fifth Whereas clause in period beginning on the recitals aboveSeparation Date and ending on the first (1st) anniversary of the Separation Date (the “Payment Period”), the Company shall will pay to Xxxxxxx an aggregate amount equal to $490,000, less applicable taxes and other withholdings (the following: (i) “Separation Payment”). The Separation Payment will be paid in equal installments during the sum Payment Period, beginning on the first regularly scheduled payroll date of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (as defined in the Employment Agreement) from Company following the Separation Date through (the period ending nine (9) months from “First Payment Date”), at the Separation Datesame time and in the same manner as Xxxxxxx would have been paid had Xxxxxxx remained employed by the Company during the Payment Period, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices. For purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), Xxxxxxx’x right to receive the Separation Payment in the form of installment payments (the “Installment Payments”) shall be treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a separate and distinct payment. (b) During the portion, if any, of the Payment Period that Xxxxxxx elects to continue coverage for Xxxxxxx and Xxxxxxx’x spouse and eligible dependents, if any, under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) the Company shall promptly reimburse Xxxxxxx on a monthly basis for the difference between the amount Xxxxxxx pays to effect and continue such coverage and the employee contribution amount that current employees of the Company pay for the same or similar coverage under such group health plans, less all applicable withholdings, deductions taxes and #240532573_v8 taxes as required by law, at withholdings (the same times “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to Xxxxxxx on the Company’s first regularly scheduled pay date in the same manner calendar month immediately following the calendar month in which Xxxxxxx submits to the Company documentation of the applicable premium payment having been paid by Xxxxxxx, which documentation shall be submitted by Xxxxxxx to the Company within 30 days following the date on which the applicable premium payment is paid. Xxxxxxx shall be eligible to receive such Base Salary would have been payable reimbursement payments until the earliest of: (i) the last day of the Payment Period; (ii) the date Xxxxxxx is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Xxxxxxx had becomes eligible to receive coverage under a termination group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Xxxxxxx); provided, however, that the election of employment COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Xxxxxxx’x sole responsibility, and the Company shall not occurred; assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. (c) As of the Separation Date, (i) the portion of Xxxxxxx’x outstanding equity awards under the Company’s 2017 Incentive Award Plan as listed on Schedule 2(c) to this Agreement will become immediately fully vested as of the Separation Date and (ii) all outstanding stock options that have become vested as of the sum of $16,296.00, representing one hundred percent Separation Date (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum determined after April 26, 2024 (giving effect to the foregoing payments delineated in above clauses clause (i) and (iiof the Section 2(c)) shall collectively be referred to herein as remain exercisable through the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2earlier of October 3, 2020 or the original expiration date of such stock options. Xxxxxxx acknowledges, understands acknowledges and agrees thatthat the consideration described in this Section 2 represents the entirety of the amounts Xxxxxxx is eligible to receive as severance pay from the Company or any other Company Party, including under the Company’s 2017 Incentive Award Plan. Xxxxxxx specifically acknowledges that he will automatically forfeit any outstanding equity awards granted under the Company’s 2017 Incentive Award Plan, including stock options, restricted stock units, and performance stock units, that are unvested as of the Separation Amount equals or exceeds Date and that do not become vested after applying Section 2(c) and that such awards will terminate automatically without any further action by the amounts to which Xxxxxxx is entitled, including pursuant Company and at no cost to the terms of the Employment AgreementCompany. For the avoidance of doubt, so long except as Xxxxxxx continues employment during provided in Section 2(c), no awards granted under the Notice Period and does not otherwise resign and is not terminated for XxxxxCompany’s 2017 Incentive Award Plan will vest as a result of, or in connection with, Xxxxxxx’x termination of employment, provided, however, Xxxxxxx will receive (x) shall retain all rights to awards granted under the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, Company’s 2017 Incentive Award Plan that are fully vested as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined after applying Section 2(c), which shall be governed in Paragraph 18 below)accordance with their terms. Xxxxxxx understands, acknowledges and agrees that he is aware of the Separation Amount will be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to ongoing obligations he may have under the Company. The Company ’s Xxxxxxx Xxxxxxx Policy, applicable securities laws and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited applicable requirements related to those benefits described any trading in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Company’s securities.

Separation Payment. Provided that Employee: (a) executes this Agreement on the Separation Date and returns it to the Company care of Employee does not become entitled to receive the Separation Payment unless Employee timely signs and returns this Agreement to Xxxx Xxxxxxxx, General Counsel, at 0000 X. X'Xxxxxx Boulevard, Suite 200, Irving, Texas 75039 or xxxx.xxxxxxxx@xxx.xxx, so that it is received by Xx. Xxxxxxxx no later than the close of business on January 26, 2016; (b) does not exercise Employee’s revocation rights set forth in Paragraph 14 below; and (c) abides by the terms of this Agreement, then the Company shall provide Employee with the Separation Payment, as defined below. The Parties agree that the Separation Payment, and any portion thereof, is in consideration for the release and waiver of any and all claims described in Paragraph 5 of this Agreement and the other provisions and covenants made by Employee in the Agreement. Employee acknowledges that Employee is not otherwise entitled to the consideration described in this Paragraph but for Employee’s entry into this Agreement. Subject to Employee's satisfaction of the terms of the first sentence of this paragraph, the Company agrees to pay Employee the following payments: i) an amount equal to the product of 165 times an amount equal to the closing price of the common stock of Pioneer Natural Resources Company on the New York Stock Exchange on December 31, 2015 (the “Closing Price”), to be paid on February 20, 2016; ii) an amount equal to the product of 2,401 times the Closing Price, to be paid on February 22, 2016; iii) an amount equal to the product of 1,186 times the Closing Price, to be paid on December 31, 2016; iv) an amount equal to the product of 1,401 times the Closing Price, to be paid on February 18, 2017; v) an amount equal to the product of 2,401 times the Closing Price, to be paid on February 22, 2017; vi) an amount equal to the product of 2,984 times the Closing Price, to be paid on December 31, 2017; and vii) an amount equal to the product of 3,244 times the Closing Price, to be paid on February 15, 2018. The payments described above in this Paragraph shall be less all applicable taxes and deductions, and be subject to the terms and conditions set forth in this Agreement. The payments described above in this Paragraph are collectively referred to as the "Separation Payment." In return for Xxxxxxx’x promises, obligations, acknowledgements, agreements, warranties and representations as the event that Employee has not satisfied any of the conditions set forth in this Agreement, including his continued service during the Notice Period or ceases to satisfy such conditions, then as set forth in the fifth Whereas clause in the recitals above, the Company shall pay Xxxxxxx the following: (i) the sum of $223,050.00, representing the continuation of Xxxxxxx’x Base Salary (to any remaining payments not paid as defined in the Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to Xxxxxxx had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of Xxxxxxx’x Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. Xxxxxxx acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which Xxxxxxx is entitled, including pursuant to the terms of the Employment Agreement. For the avoidance of doubt, so long as Xxxxxxx continues employment during the Notice Period and does not otherwise resign and is not terminated for Xxxxx, Xxxxxxx will receive (x) the remaining balance owed to Xxxxxxx for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of shares of Company Common Stock in respect of the 5,916 RSUs that would vest in the ordinary course during the Notice Period. Provided Xxxxxxx does not revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment part of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). Xxxxxxx understandsPayment, acknowledges and agrees that the Separation Amount will such remaining payments shall not be paid by the Company provided: (a) Xxxxxxx is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Xxxxxxx does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and (c) Xxxxxxx first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Xxxxxxx agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 12 (including any subparts) of this Agreement and the other obligations and covenants Xxxxxxx has agreed to in this Agreement. In the event Xxxxxxx breaches any term, condition, warranty, representation, covenant or provision under this Agreement, Xxxxxxx understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to Xxxxxxx by the Companypaid.