AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into this 7th day
of June, 2006, by and between NEWPARK RESOURCES, INC., a Delaware
corporation (the “Company”), and
XXXX X. XXXXX (the “Executive”) with reference to the following facts:
A. On March 22, 2006, the Company and the Executive entered into an Employment Agreement (the
“Agreement”), pursuant to which the Company employed the Executive as its Chief Executive Officer.
B. The parties desire to add a definition to the Agreement in lieu of incorporating that
definition by reference to the Company’s 2003 Executive Incentive Plan (the “EICP”).
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. To Delete Reference. Section 2.7 of the Agreement is hereby amended by deleting
the parenthetical phrase “(as is defined in the EICP and any amendments thereto),” which appears in
the second and third lines of that Section.
2. To Add Definition. Section 3.10 of the Agreement is hereby amended by adding
thereto the following, as subsection (d):
(d) “Change in Control”
(1) A Change in Control shall be deemed to have occurred if (A) a
Takeover Transaction (as defined in paragraph (2) of this Section 3.10)
occurs; or (B) any election of directors of the Company takes place (whether
by the directors then in office or by the stockholders at a meeting or by
written consent) and a majority of the directors in office following such
election are individuals who were not nominated by a vote of two-thirds of
the members of the Board of Directors, or, if the Company had a nominating
committee at such time, its nominating committee, immediately preceding such
election; or (C) the Company effectuates a complete liquidation or a sale or
disposition of all or substantially all of its assets.
(2) A “Takeover Transaction” shall mean (A) a merger or consolidation
of the Company with, or an acquisition of the Company or all or
substantially all of its assets by, any other corporation or entity, other
than a merger, consolidation or acquisition in which the individuals who
were members of the Board of Directors of the Company immediately prior to
such transaction continue to constitute a majority of the Board of Directors
or other governing body of the surviving corporation or entity (or, in the
case of an acquisition involving a holding company, constitute a majority of
the Board of Directors or other governing body of the holding company) for a
period of not less than
twelve (12) months following the closing of such transaction, or (B) one or
more occurrences or events as a result of which any “person” (as such term
is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), becomes the “beneficial owner” (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of thirty percent (30%) or more of the combined voting power of
the Company’s then outstanding securities.
3. Effect on Other Agreements. The changes made by this Amendment to the definitions
of Change in Control and Takeover Transaction shall be given effect whenever and wherever those
terms are defined in other agreements and documents by reference to the definitions contained in
the Agreement.
4. Effect on Agreement. The Agreement, as amended by the Amendment, is and shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set
forth above.
| “EXECUTIVE” | “COMPANY” | |||||||
| NEWPARK RESOURCES, INC. | ||||||||
/s/ Xxxx X. Xxxxx |
||||||||
(Signature) |
||||||||
Xxxx X. Xxxxx
|
By | /s/ Xxxx Xxxxxxxxx | ||||||
(Print Name)
|
Name: Xxxx Xxxxxxxxx | |||||||
| Title: Vice President | ||||||||
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