EMPLOYMENT AGREEMENT

Exhibit 10.1

This EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated May 11, 2018 (the “Execution Date”), by and between Xxxxx Group, Inc., a Delaware corporation (the “Company”), and Xxxxxx Xxxxxxxx (the “Executive”) (each a “Party” and together the “Parties”).

WHEREAS, the Parties wish to establish the terms of the Executive’s employment with the Company commencing as of the Commencement Date (as defined below);

WHEREAS, the Company desires to employ the Executive under the terms and conditions specified herein, and the Executive is willing to be so employed by the Company; and

WHEREAS, the Board of Directors of the Company (“Board”) has authorized the execution of this Employment Agreement with the Executive.

NOW, THEREFORE, in consideration of the mutual promises and conditions herein set forth, the Parties agree as follows:

1.Employment and Acceptance; Effective Date; Commencement Date. The Company shall employ the Executive, and the Executive shall accept such employment, subject to the terms of this Agreement. The effective date of this Agreement shall be the date following the date of the Executive's termination of employment with his immediately-prior employer (such date, the “Effective Date”). Subject to Section 8.6(d), the Executive’s employment with the Company shall commence on the date (the “Commencement Date”) that is the earlier of (a) the date mutually agreed between the Executive and the Chairman of the Board, and (b) September 1, 2018.

2.Term. Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Commencement Date until the third anniversary of the Commencement Date (the “Initial Term”) and shall automatically renew for one (1) year intervals thereafter (each, an “Extended Term”) unless either Party shall have given written notice to the other at least ninety (90) days prior to the end of the Initial Term or an Extended Term, as applicable, that it does not wish to extend the Term. As used in this Agreement, the “Term” shall refer to the period beginning on the Commencement Date and ending on the date the Executive’s employment terminates in accordance with this Section 2 or Section 5. In the event that the Executive’s employment with the Company terminates, the Company’s obligation to continue to pay, after the date of termination, Base Salary (as defined below), Bonus (as defined below) and other unaccrued benefits shall terminate except as may be provided for in Section 5 below.

3.Duties, Title and Location.

3.1 Title. The Company shall employ the Executive to render exclusive and full-time services to the Company; provided, that the Executive may, and it shall not be considered a violation of this Agreement for the Executive to, (a) engage in or serve such professional, civic, trade association, charitable, community, educational, religious or similar types of organizations or speaking engagements, as the Executive may select; (b) subject to the prior approval of the Board,

serve on one public company board other than the Board so long as such service does not create a conflict of interest with Executive’s responsibilities under this Employment Agreement; (c) subject to the prior approval of the Board, serve on additional non-public company boards of directors or advisory committees of any entities, or engage in other business activities so long as such service does not create a conflict of interest with Executive’s responsibilities under this Employment Agreement; and (d) attend to the Executive’s personal matters and/or the Executive’s and/or his family’s personal finances, investments and business affairs, so long as such service or activities described in clauses (a), (b), (c) and (d) immediately preceding do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. The Parties acknowledge and agree that as of the Execution Date, the Executive’s service as a member of the board of director of Xxxxxx International N.V. has been approved by the Board pursuant to Section 3.1(b). The Executive shall serve in the capacity of Chief Executive Officer (“CEO”). On or prior to the Commencement Date, the Board shall elect you to serve as a voting member of the Board effective as of the Commencement Date. During the Term, the Company will nominate the Executive for re-election to continue serving as a voting member of the Board; provided that, the foregoing shall not be required to the extent prohibited by legal or regulatory requirements. The Executive shall report to the Board.

3.2 Duties. The Executive shall have such duties, powers and authorities as are commensurate with his position as CEO and as may be reasonably assigned by the Board from time to time. The Executive shall devote his full working time and attention to the performance of such duties and to the promotion of the business and interests of the Company and its subsidiaries.

3.3 Location. The Executive shall provide Executive’s services to the Company at the Company’s office in Houston, Texas; provided, however, that the Executive shall be expected to engage in business travel to other locations in the performance of his duties.

4.Compensation and Benefits by the Company. As compensation for all services rendered during the Term pursuant to this Agreement, the Company shall provide the Executive the following during the Term:

4.1 Base Salary. The Company will pay to the Executive an annual base salary of $800,000, payable in accordance with the general payroll practices of the Company (“Base Salary”). The Base Salary will be subject to review at least annually by the Board for increase, but not decrease.

4.2 Bonuses and Incentives.

(a) Sign-on Bonus. The Executive shall receive a sign-on bonus (the “Sign-on Bonus”) equal to $800,000, to be paid in a single cash lump sum payment on the next regularly scheduled payroll date following the Commencement Date. The Executive will be required to repay a pro-rata portion of the Sign-on Bonus in the event of Executive’s termination for Cause or voluntary resignation without Good Reason within 24 months of the Commencement Date.

(b) Initial Equity Grants. The Executive shall, within 15 business days following the Commencement Date, receive awards under the Xxxxx Group, Inc. Equity and

Incentive Award Plan (the “Sign-On Equity Awards”) targeted at a grant date valuation (determined in accordance with the Company’s normal annual equity award valuation methodology) of $5,700,000, comprised of (i) restricted stock units with a grant date value of approximately $2,250,000, subject to Section 8.6(d), vesting in three substantially equal installments on December 31 of each of 2018, 2019 and 2020, (ii) restricted stock units with a grant date value of approximately $2,250,000 vesting 100% on December 31, 2020, and (iii) restricted stock units with a grant date value of approximately $1,200,000, vesting 50% on the first anniversary of the Commencement Date and 50% on the second anniversary of the Commencement Date. Each of the Sign-On Equity Awards shall be evidenced by a written award agreement substantially in the form attached hereto as Exhibit A.

(c) Annual Bonus. The Executive shall receive an annual bonus (each a “Bonus”) in respect of each calendar year during the Term. The Executive’s Bonus for calendar year 2019 and thereafter shall be targeted at one-hundred percent (100%) of annual Base Salary at the rate in effect at the end of the relevant calendar year (the “Target Bonus”), based on the achievement of specific annual performance criteria established by the Compensation Committee of the Board (the “Compensation Committee”). Subject to Section 8.6(d), the Executive’s Bonus for calendar year 2018 will be comprised of the sum of (i) an amount equal to the product of $937,000 and a fraction where the numerator is the number of days from January 1, 2018 through the date prior to the Commencement Date and the denominator is 365, without regard to the achievement of specific performance criteria, and (ii) a target amount equal to the product of $800,000 and a fraction where the numerator is the number of days from the Commencement Date through December 31, 2018 and the denominator is 365, and based on the achievement of specific annual performance criteria established by the Compensation Committee; provided that, the Executive’s Bonus for calendar year 2018 shall be reduced by the total amount of any bonuses that the Executive receives from his immediately-prior employer in respect of the 2018 calendar year or fiscal year that commenced on or after January 1, 2018. Subject to the provisions of Section 5 hereof, a Bonus shall be payable only if the Executive is employed by the Company on the date the Bonus is paid. The Bonus awarded for a calendar year, if any, shall be payable as soon as practicable following the completion of the Company’s audited financial statements for the calendar year in which such Bonus is earned but in no event later than March 31 of the calendar year following the calendar year in which such Bonus is earned.

(d) Long-Term Incentive. The Executive shall be eligible to participate in any long-term incentive plan adopted by the Company for its senior management team (each, an “Incentive Plan”) subject to the terms of the Incentive Plan and any applicable award agreements between the Executive and the Company. Unless otherwise agreed by the Board and the Executive, the Executive will annually receive an award or awards under an Incentive Plan having a grant date target value (calculated in accordance with the Company’s normal annual equity award valuation methodology) consistent with the long-term incentives granted under the Incentive Plan to the other Company senior executives in respect of the applicable year as determined by the Compensation Committee after consultation with the Executive.

4.3 Benefits.

(a) Participation in Benefits Plans. During the Term, the Executive shall be entitled, if and to the extent eligible, to participate in all of the applicable benefit plans and perquisite programs of the Company, which are available to other senior executives of the Company, on the same terms as such other senior executives, including paid time off which shall accrue and may be used in accordance with the Company’s policy as in effect from time to time. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without the Executive’s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other senior executives of the Company.

(b) Car Allowance. During the Term, the Executive will be provided with a car allowance of $1,700.00 per month, subject to the Company’s policies regarding automobile use in effect from time to time.

4.4 Expense Reimbursement. The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time, subject to the Company’s requirements with respect to reporting and documentation of such expenses.

5.Termination of Employment. Except as specifically otherwise provided in this Section 5, if the Executive’s employment with the Company is terminated for any reason, the Company shall no longer be obligated to pay to the Executive any compensation or benefits that would have otherwise been provided pursuant to this Agreement, any other written agreement between the Parties, or the terms of any written employee benefit plan in which the Executive participates.

5.1 By the Company for Cause, by the Executive without Good Reason, Non-Renewal by the Executive, or Due to Executive’s Death or Disability.

(a) If during the Term: (i) the Company terminates the Executive’s employment with the Company for Cause (as defined below) upon written notice from the Board; (ii) the Executive terminates employment without Good Reason upon sixty (60) days’ advance written notice; (iii) the Executive’s employment terminates due to the Executive giving the Company written notice of his election not to renew the Term pursuant to Section 2 of this Agreement; or (iv) the Executive’s employment terminates due to the Executive’s death or Disability, the Executive shall be entitled to receive the following in a lump sum within thirty (30) days following such termination, or as soon as practicable under the terms and conditions of the applicable plan:

(A) the Executive’s accrued but unpaid Base Salary through the date of the Executive’s termination;

(B) any employee benefits that the Executive is entitled to receive upon termination pursuant to the terms of any benefit, compensation, incentive, equity or fringe

benefit plans of the Company (other than any severance plan) in accordance with the terms of the applicable plans;

(C) other than following a termination by the Company for Cause, the unpaid portion of the Bonus, if any, relating to any calendar year prior to the calendar year of the Executive’s termination, payable in accordance with Section 4.2(c);

(D) expenses reimbursable under Section 4.4 incurred but not yet reimbursed to the Executive as of the date of termination (such payments, rights and benefits referred to in clauses (A)-(D) of this Section 5.1(a) are collectively referred to hereinafter as the “Accrued Benefits”).

(b) If during the Term, the Executive’s employment terminates due to the Executive’s death or Disability, then any awards of stock options, restricted share units, restricted stock units, restricted stock, stock appreciation rights, deferred stock and other equity based-based incentives, including, for avoidance of doubt, the Sign-On Equity Awards (collectively referred to as “Equity-Based Incentives”) held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and, if applicable, shall remain exercisable until the earlier to occur of (A) the first anniversary of the death of the Executive or the effective date of such termination and (B) the final stated expiration date of the applicable Equity-Based Incentive. In addition, in the event of such death or such a termination as a result of Disability, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall, if applicable, remain exercisable until the earlier to occur of (A) the first anniversary of the effective date of such death or termination and (B) the final stated expiration date of the applicable Equity-Based Incentives.

(c) For purposes of this Agreement, “Cause” means, (i) the Executive’s conviction of, or plea of guilty or no contest to a felony or any crime involving dishonesty or theft; (ii) the Executive’s conduct in connection with his employment duties or responsibilities that is fraudulent or unlawful; (iii) the Executive’s conduct in connection with his employment duties or responsibilities that is grossly negligent and which has a materially adverse effect on the Company or its business; (iv) the Executive’s willful misconduct or contravention of specific lawful directions related to a material duty or responsibility which is directed to be undertaken from the Board; (v) the Executive’s material breach of the Executive’s obligations under this Agreement, including, but not limited to, breach of the Executive’s restrictive covenants set forth in Section 6 hereof; (vi) any act of dishonesty by the Executive resulting or intending to result in material personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates; or (vii) the Executive’s knowing failure to comply with a material provision of a material written policy of the Company, its subsidiaries or affiliates that is applicable to the Executive. In the case of (iv), (v) and (vii), such events or omissions shall not constitute Cause unless and until the Executive shall have been provided notice of such event and a 30 day cure opportunity, if any such action or omission is capable of cure, as reasonably determined by the Board. For purposes of clause (iv) this Section 5.1(c), no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith or without a reasonable belief that the Executive’s action or omission was in the best interests of the Company.

(d) For purposes of this Agreement, “Good Reason” means, without the Executive’s consent: (i) a material breach by the Company of its obligations under this Agreement; (ii) a material diminution of the Executive’s duties or of the Executive’s position or title within the Company; (iii) a material reduction in Base Salary other than as a result of a less-than-ten-percent (10%) reduction that is part of an across-the-board reduction that is applicable to all other senior executives of the Company; (iv) a material reduction in the budget over which the Executive retains authority; or (v) a change of the location of the office at which the Executive is principally employed to a location that increases the Executive’s commute from the Executive’s principal residence as of the date hereof by more than fifty (50) miles. The Executive’s resignation for Good Reason shall be effective upon thirty (30) days’ advance written notice to the Company; provided, however, that an event will cease to constitute Good Reason unless the Executive gives the Company such notice of the Executive’s resignation with the Company within ninety (90) days after the Executive’s knowledge of the occurrence of such event and describes in reasonable specificity the details of such breach. During such thirty (30) day notice period, the Company shall have a right to cure any condition that constitutes Good Reason (such period, the “Cure Period”) and the Executive’s resignation for Good Reason shall be effective upon expiration of the Cure Period only if not cured within the Cure Period; provided, that if such breach is not reasonably capable of being cured within the Cure Period despite reasonable good faith efforts by the Company (e.g., in the event of war, fire, terrorist activity, an act of god, or other force majeure type event), then the Cure Period will been deemed to start upon the date that such force majeure event or other performance obstacle has been resolved or otherwise eliminated. If the Company timely cures the condition giving rise to Good Reason for the Executive’s resignation, the notice of termination shall become null and void.

(e) For purposes of this Agreement, “Disability” means that, as a result of a physical or mental injury or illness, the Executive is unable to perform the essential functions of his job with or without reasonable accommodation for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) days in any one (1)-year period.

5.2 By the Company Without Cause, Non-Renewal by the Company or by the Executive with Good Reason.

(a) If during the Term, (i) the Company terminates the Executive’s employment without Cause (which may be done at any time without prior notice), (ii) the Executive’s employment terminates due to the Company giving the Executive written notice of its election not to renew the Term pursuant to Section 2 of this Agreement or (iii) during the Term, the Executive terminates employment with Good Reason, the Executive will be entitled to the Accrued Benefits, and, beginning on the 60^th day after such termination of employment, but only if the Executive has executed and not revoked within the revocation period a valid release agreement consistent with the terms of this Agreement in a form reasonably acceptable to the Company prior to such date, the Executive shall also be entitled to:

(A) A severance payment equal in the aggregate to (i) two (2) years (or one (1) year if such termination is due to the Company giving the Executive written notice of its election not to renew the Term for any additional period following the completion of the fifth (5^th) year of the Term) of the Executive’s Base Salary as in effect immediately prior to the date of

such termination (disregarding any reduction therein that may constitute Good Reason) plus (ii) two (2) years (or one (1) year if such termination is due to the Company giving the Executive written notice of its election not to renew the Term for any additional period following the completion of the fifth (5^th) year of the Term) of the Executive’s Target Bonus for the year in which such termination occurs (which Target Bonus shall be deemed to be $800,000 in the event of any such termination occurring in calendar year 2018), payable over two (2) years following the termination of employment in equal monthly installments, beginning on the sixtieth (60^th) day following such termination of employment.

(B) Any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and, if applicable, shall remain exercisable until the earlier to occur of (i) the first anniversary of the effective date of such termination and (ii) the final stated expiration date of the applicable Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall, if applicable, remain exercisable until the earlier to occur of (A) the first anniversary of the effective date of such termination and (B) the final stated expiration date of the applicable Equity-Based Incentive.

(C) Reimbursement of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, for the Executive and his eligible family members, for a period equal to twelve (12) months following the date of termination of the Executive’s employment, to the extent the Executive elects such continuation coverage and is eligible and subject to the terms of the applicable plan and applicable law. In the event the Company cannot provide all or any portion of the benefits under this Section 5.2(a)(C) due to the terms of the applicable plan or applicable law, the Company shall pay the Executive for the cost of premiums for health insurance. Notwithstanding the foregoing, benefits under this Section 5.2(a)(C) shall cease when the Executive is covered under a group health plan offered by a successor employer.

(b) The Company shall have no obligation to provide the benefits set forth in Section 5.2(a) (other than the Accrued Benefits) in the event that the Executive has breached any of the provisions of Section 6. Payments pursuant to Section 5.2(a) that would otherwise have been owed to the Executive prior to the 60^th day after termination of employment shall be made to the Executive on the 60^th (sixtieth) day after such termination of employment.

5.3 Removal from any Boards and Position. If the Executive’s employment terminates for any reason, the Executive shall be deemed to resign (i) if a member, from the Board or the board of managers of any other Xxxxx Companies (as defined below) or any other board to which he has been appointed or nominated by or on behalf of the Company, and (ii) from any position with any of the Xxxxx Companies.

For purposes of this Agreement, “Xxxxx Companies” means the Company and all of its subsidiaries, successors and assigns.

6.Restrictions and Obligations of the Executive.

6.1 Confidentiality. (a) Commencing on the Effective Date the Executive may have, and during the course of the Executive’s employment by the Company the Executive will have, access to certain trade secrets and confidential information relating to the Company and its affiliates (the “Protected Parties”) which is not readily available from sources outside the Company. The confidential and proprietary information and, in any material respect, trade secrets of the Protected Parties are among their most valuable assets, including, but not limited to, their customer, supplier and vendor lists, databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial, marketing, training and technical information, and any other information, whether communicated orally, electronically, in writing or in other tangible forms concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their drilling and hydraulic fracturing services and other businesses. The Protected Parties invested, and continue to invest, considerable amounts of time and money in their process, technology, know-how, obtaining and developing the goodwill of their customers, their other external relationships, their data systems and data bases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties. The Executive acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Protected Parties. The Executive shall hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information relating to the Protected Parties and their businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). Commencing on the Effective Date and at any time thereafter, the Executive shall not disclose any Confidential Information, directly or indirectly, to any person or entity for any reason or purpose whatsoever, nor shall the Executive use it in any way, except (i) in the course of the Executive’s employment with, and for the benefit of, the Protected Parties, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which the Executive is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of any of the Xxxxx Companies or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such information, provided that the Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that becomes generally known to the public or trade without his violation of this Section 6.1(a) or (v) to the Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance the Executive’s tax, financial and other personal planning (each, an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.1(a) by the Executive. The Executive shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive understands and agrees that the Executive shall acquire no rights to any such Confidential Information.

(a) All files, records, documents, drawings, specifications, data, computer programs, evaluation mechanisms and analytics and similar items relating thereto or to the business engaged in by the Xxxxx Companies (the “Business”), as well as all customer lists, specific customer information, compilations of product research and marketing techniques of any of the Xxxxx Companies, whether prepared by the Executive or otherwise coming into the Executive’s possession, shall remain the exclusive property of the Xxxxx Companies.

(b) It is understood that while employed by the Company, the Executive will promptly disclose to it, and assign to it the Executive’s interest in any invention, improvement or discovery made or conceived by the Executive, either alone or jointly with others, which arises out of the Executive’s employment. At the Company’s request, the Executive will assist any of the Xxxxx Companies during the period of the Executive’s employment by the Company and thereafter (but subject to reasonable notice and taking into account the Executive’s schedule) in connection with any controversy or legal proceeding relating to such invention, improvement or discovery and in obtaining domestic and foreign patent or other protection covering the same, subject to Section 6.2(b).

6.2 Cooperation. (a) During the Term and thereafter, the Executive shall cooperate fully with any investigation or inquiry by the Company or any governmental or regulatory agency or body that relates to the Company or its subsidiaries’ or affiliates’ operations during the Term.

(a) To the extent that, following the date of termination of the Executive’s employment, (i) the Company requests the Executive’s assistance pursuant to Section 6.1(c), and/or (ii) the Executive’s cooperation is requested pursuant to Section 6.2(a), then (x) the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities, (y) the Company shall reimburse the Executive for all reasonable expenses incurred in connection with such cooperation, and (z) to the extent that more than incidental cooperation is required, the Company shall compensate the Executive at an hourly rate based on the Executive’s Base Salary as in effect immediately prior to the date of termination of the Executive’s employment.

6.3 Non-Solicitation or Hire. During the Restricted Period (as defined in Section 6.4 below), the Executive shall not (a) directly or indirectly solicit, attempt to solicit or induce (x) any party who is a customer of any of the Xxxxx Companies, who was a customer of any of the Xxxxx Companies at any time during the twelve (12)-month period immediately prior to the date the Executive’s employment terminates or who was a prospective customer that has been identified and targeted by the Keane Companies immediately prior to the date the Executive’s employment terminates, for the purpose of marketing, selling or providing to any such party any services or products offered by or available from any of the Xxxxx Companies on the date the Executive’s employment terminates, or (y) any supplier or prospective supplier to any of the Xxxxx Companies to terminate, reduce or alter negatively its relationship with any of the Xxxxx Companies or in any manner interfere with any agreement or contract between any of the Xxxxx Companies and such supplier or (b) hire any employee of any of the Xxxxx Companies (a “Current Employee”) or any person who was an employee of any of the Xxxxx Companies during the twelve (12) month period immediately prior to the date the Executive’s employment terminates (a “Former Employee”) or

directly or indirectly solicit, or attempt to solicit, or induce a Current or Former Employee to terminate such employee’s employment relationship with any of the Xxxxx Companies in order, in either case, to enter into a similar relationship with the Executive, or any other person or any entity; provided, however, that it shall not be a violation of the covenants set forth in clause (b) of this sentence for the Executive to make good faith, generalized solicitations for employees (not specifically targeted at Current Employees or Former Employees) through advertisements or search firms.

6.4 Non-Competition. During the Restricted Period (as defined below), the Executive shall not, without the Company’s prior written consent, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of any of the Xxxxx Companies, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by any of the Xxxxx Companies, or any business of which the Xxxxx Companies has specific plans to engage in, on the date of the Executive’s termination of employment (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than three percent (3%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

For purposes of Sections 6.3 and 6.4, the “Restricted Period” means the period that begins on the Effective Date and ends on:

(a) The twenty-four (24) month anniversary of the date of the Executive’s termination of employment if the Executive’s employment with the Company terminates for any reason except (i) by the Company for Cause, (ii) by the Executive without Good Reason, or (iii) due to the Company giving the Executive written notice of its election not to renew the Term pursuant to Section 2 of this Agreement for any additional period following the completion of the fifth (5^th) year of the Term;

(b) The twelve (12) month anniversary of the date of the Executive’s termination of employment if the Executive’s employment with the Company is terminated (i) by the Company for Cause, (ii) by the Executive without Good Reason, or (iii) due to the Company giving the Executive written notice of its election not to renew the Term pursuant to Section 2 of this Agreement for any additional period following the completion of the fifth (5^th) year of the Term;

6.5 Property. The Executive acknowledges that all originals and copies of materials, records and documents generated by him or coming into his possession during his employment by the Company (prior to or during the Term) are the sole property of the Company (“Company Property”). During the Term, and at all times thereafter, the Executive shall not remove, or cause to be removed, from the premises of the Company, copies of any record, file, memorandum, document, computer-related information or equipment, or any other item relating to the business of the Company, except in furtherance of his duties under the Agreement. When the Executive’s employment with the Company terminates, or upon request of the Company at any time, the Executive shall promptly deliver to the Company all copies of Company Property in his possession or control.

6.6 Nondisparagement. The Executive agrees that he will not, during the period commencing on the Effective Date and at any time thereafter, publish or communicate to any person or entity any Disparaging (as defined below) remarks, comments or statements concerning the Xxxxx Companies or Cerberus Capital Management, L.P. The Company agrees to instruct the current members of the Board and senior management not to publish or communicate to any person or entity any Disparaging remarks, comments or statements concerning the Executive. “Disparaging” remarks, comments or statements are those that are intended to impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of the business of the individual or entity being disparaged. Notwithstanding the foregoing, nothing in this Agreement shall be construed to preclude truthful disclosures in response to lawful process as required by applicable law, regulation, or order or directive of a court, governmental agency or regulatory organization.

7. Remedies; Specific Performance. The Parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Section 6 will result in irreparable and continuing damage to the Protected Parties for which there may be no adequate remedy at law and that the Protected Parties shall be entitled to seek equitable relief, including specific performance and injunctive relief as remedies for any such breach or threatened or attempted breach, without requiring the posting of a bond. The Executive hereby consents to the grant of an injunction (temporary or otherwise) against the Executive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, or directing him to comply with, any provision of Section 6. The Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Protected Parties against him for such breaches or threatened or attempted breaches. In addition, without limiting the Protected Parties’ remedies for any breach of any restriction on the Executive set forth in Section 6, except as required by law, in the event a court of competent jurisdiction determines that the Executive has breached the covenants applicable to the Executive contained in Section 6, the Executive will immediately return to the Protected Parties any payments previously paid to the Executive pursuant to Section 5.2 (other than the Accrued Benefits), and the Protected Parties will have no obligation to pay any of the amounts that remain payable by the Company under Section 5.2 (other than the Accrued Benefits).

8. Other Provisions.

8.1 Directors’ and Officers’ Insurance. During the Term and thereafter, the Company shall provide the Executive with coverage under its current directors’ and officers’ liability policy that is no less favorable in any respect than the coverage then provided to any other similarly-situated executive or former executive of the Company.

8.2 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid or overnight mail and shall be deemed given when so delivered personally, or sent by facsimile transmission or, if mailed, four (4) business days after the date of mailing or one (1) business day after overnight mail, as follows:

(a) If the Company, to:

Xxxxx Group, Inc.

Address: 0000 Xxxx Xx, Xxxxx 000

Xxxxxxx, XX 00000

Fax: 0-000-000-0000

Attention: Xxxxx Xxxxxxx

With copies to:

Xxxxx Group, Inc.

Address: 0000 Xxxx Xx, Xxxxx 000

Xxxxxxx, XX 00000

Attention: General Counsel

Xxxxxxx Xxxx & Xxxxx LLP

000 Xxxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxx X. Xxxxxxxx

Telephone: (000) 000-0000

Fax: (000) 000-0000

and

Cerberus Capital Management, L.P.

000 Xxxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxx Xxxxxxxx

Xxxx Xxxx

Telephone: (000) 000-0000

Fax: (000) 000-0000

(b) If the Executive, to the Executive’s home address reflected in the Company’s records.

8.3 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

8.4 Representations and Warranties. The Executive represents and warrants that (a) he has the full right and authority to enter into this Employment Agreement, (b) he has provided the Company with documentation related to any restrictions to his future employment and that, to his knowledge, he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which could arguably, in any way, preclude, inhibit, impair or limit the Executive’s ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements, (c) in connection with the Executive’s employment with the Company, he shall not use any confidential or proprietary information he may have obtained in connection with employment with any prior employer, and (d) the performance of the Executive’s obligations to the Company during the Term shall not breach any agreement by which the Executive is bound not to disclose any confidential or proprietary information.

8.5 Waiver and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

8.6 Prior Employer.

(a) As a condition to the Executive's employment by the Company, the Executive agrees that he shall comply with the terms of his employment agreement with his immediately-prior employer, including any requirement that the Executive provide notice prior to terminating his employment that is not waived by such immediately-prior employer.

(b) The Executive represents and warrants that to his knowledge he is not subject to any restrictions, contractual or otherwise, that prevent him from performing under this Employment Agreement as of the Execution Date.

(c) The Company shall control any proceeding to defend any disputes with the Executive’s immediately-prior employer related to the Executive’s right to perform duties under this Agreement; provided that the Company agrees that it shall not enter into any agreement or settlement with the Executive’s immediately-prior employer with respect to any claims against the Executive in connection with any such dispute without the prior express written consent of the Executive, which consent shall not be unreasonably withheld or delayed. The Company shall pay the Executive’s reasonable fees for legal and other related expenses associated with any such proceeding; provided, that the Executive agrees that he shall reasonably cooperate with the Company on any strategy or course of action to be pursued by the Company in connection with any such proceeding.

(d) In the event that the Executive’s right to perform duties under this Agreement is in any manner restricted as a result of any obligation to his immediately-prior employer, then, (i) if the Executive has previously commenced employment with the Company, the Executive shall immediately cease providing services to the Company to the extent of such restriction during the period of such restriction, but this Agreement and the rights of the Parties hereunder shall otherwise remain in full force and effect, it being understood for the avoidance of doubt that the imposition of any such restriction shall not constitute the sole basis for: (x) “Cause” or (y) a material breach by the Executive of this Agreement, and (ii) if the Executive has not yet commenced employment with the Company hereunder, (A) the “Commencement Date” shall be the first day following the date that the Executive is permitted to be employed by the Company, notwithstanding any continuing restrictions that may apply to the Executive’s service with the Company, but in no event later than August 13, 2019 (the “Expiration Date”), (B) during the period following the last day of the Executive's employment with his immediately-prior employer through the Commencement Date, the Company shall pay to the Executive a weekly payment in the amount of $15,385 less the total amount of any payment paid or payable for such week (other than accrued base salary or annual bonus) that the Executive receives from his immediately-prior employer; provided that such payments shall cease if the Executive has not commenced employment as of the Expiration Date; and further provided that if prior to the Expiration Date the Executive has not commenced employment with the Company and commits an act that would have constituted Cause or he commences employment with or, without the Board's consent, provides material consulting services to any other employer or entity, such payments shall cease and the Executive shall be required to repay any amount of such payments previously paid upon demand by the Company, and (C) if the Commencement Date occurs after December 31, 2018, (x) the Executive shall not be entitled to a Bonus for calendar year 2018, (y) the Company shall pay to the Executive a single cash lump sum payment in the amount of the sum of $800,000 less the total amount of any bonuses that the Executive receives from his immediately-prior employer in respect of the 2018 calendar year or fiscal year that commenced on or after January 1, 2018, payable on August 16, 2019, and (z) one-third (1/3) of the restricted stock units granted to the Executive pursuant to Section 4.2(b)(i) shall be fully vested on the date of grant and the remaining portion of the award shall become vested in two substantially equal installments on December 31 of each of 2019 and 2020.

8.7 Vesting of Equity-Based Awards. In the event of a conflict between the terms and provisions of this Agreement relating to the vesting of Equity-Based Incentives and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) granted), the terms and provisions of this Agreement shall control.

8.8 Governing Law, Dispute Resolution and Venue.

(a) This Agreement shall be governed and construed in accordance with the laws of the state of Texas, unless superseded by federal law.

(b) The Parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in Xxxxxx County,

Texas, for the purposes of any suit, action or other proceeding brought by any party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts. IN ADDITION, THE PARTIES AGREE TO WAIVE TRIAL BY JURY.

8.9 Assignability by the Company and the Executive. This Agreement, and the rights and obligations hereunder, may not be assigned by the Company or the Executive without written consent signed by the other party; provided that the Company shall cause this Agreement to be assumed by any successor that continues the business of the Company, including any person or entity that acquires all or substantially all of the assets of the Company.

8.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

8.11 Headings, Sections. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. References to “Sections” are to Sections of this Agreement unless otherwise specified.

8.12 Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated. The Executive acknowledges that the restrictive covenants contained in Section 6 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects.

8.13 Judicial Modification. If any court determines that any of the covenants in Section 6, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.

8.14 Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes.

8.15 Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, to the maximum extent permitted, this

Agreement shall be interpreted and administered to be in compliance with Code Section 409A. Any term used in this Agreement which is defined in Code Section 409A or the regulations promulgated thereunder (the “Regulations”) shall have the meaning set forth therein unless otherwise specifically defined herein. Any obligations under this Agreement that arise in connection with Executive’s “termination of employment”, “termination” or other similar references shall only be triggered if the termination of employment or termination qualifies as a “separation from service” within the meaning of §1.409A-1(h) of the Regulations.

(a) Notwithstanding any other provision of this Agreement, if at the time of the termination of the Executive’s employment, the Executive is a “specified employee,” as defined in Section 409A or the Regulations, and any payments upon such termination under this Agreement hereof will result in additional tax or interest to the Executive under Code Section 409A, he will not be entitled to receive such payments until the date which is the earlier of (i) six (6) months and one day after such separation from service and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 8.15(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a lump-sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(b) If any expense reimbursement or in-kind benefit provided to the Executive under this Agreement is determined to be “deferred compensation” within the meaning of Section 409A, then such reimbursement or in-kind benefit shall be made or provided in accordance with the requirements of Code Section 409A, including that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than December 31 of the year following the year during which the applicable fees, expenses or other amounts were incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the tenth (10th) anniversary of the Commencement Date).

(c) For purposes of Code Section 409A, the Executive’s right to receive any installment payments shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may the Executive, directly or indirectly, designate the

calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A.

(d) In addition, if any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would subject the Executive to any additional tax or interest under Code Section 409A, then the Company shall, after consulting with and receiving the approval of the Executive, reform such provision in a manner intended to avoid the incurrence by the Executive of any such additional tax or interest; provided that the Company shall maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting the Executive to such additional tax or interest.

8.16 Protected Rights.

(a) The Executive understands that this Agreement does not limit the Executive’s ability to communicate with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”), including to report possible violations of federal law or regulation or making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.

(b) Executive shall not be criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

8.17 No Mitigation; No Set-Off. In the event of any termination of the Executive’s employment, he shall be under no obligation to seek other employment or take any other action by way of mitigation of the amounts payable, or benefits provided, to the Executive under any of the provisions of this Agreement. The Company’s obligation to make the payments, and provide the benefits, provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by (i) any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against the Executive or others, or (ii) except as provided in Section 5.2(a)(C), any remuneration or benefits attributable to any subsequent employment with an unrelated person, or any self-employment, that the Executive may obtain. Any amounts due under Section 5.2 are considered reasonable by the Company and are not in the nature of a penalty.

8.18 Company Obligation. Notwithstanding anything herein to the contrary, the Company shall have no further obligations to the Executive, including any further obligation to provide the Executive with any of the payments or benefits hereunder, if (a) as of the Expiration Date the Executive has not commenced employment with the Company hereunder, or (b) prior to

the Executive commencing employment with the Company the Executive has committed an act that would have constituted Cause or he commences employment with another employer.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day and year first above mentioned.



	EXECUTIVE:


	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx


	XXXXX GROUP, INC.


	By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Executive Chairman

Exhibit A

[Form of Restricted Stock Unit Award Agreement]

XXXXX GROUP, INC.
EQUITY AND INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of [●], 20[●] (the “Grant Date”), by and between Xxxxx Group, Inc., a Delaware corporation (the “Company”), and Xxxxxx Xxxxxxxx (the “Participant”).

W I T N E S S E T H:

WHEREAS, the Company maintains the Xxxxx Group, Inc. Equity and Incentive Award Plan (the “Plan”); and

WHEREAS, the Company desires to grant Restricted Stock Units to the Participant pursuant to the terms of the Plan and the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Grant. Subject to the conditions set forth in the Plan and this Agreement, the Company grants to the Participant [●] Restricted Stock Units.

2. Vesting.

(a) The Participant shall become vested in the Restricted Stock Units, in installments, on the dates indicated in the following table:



Vesting Date	Percentage of Vested Restricted Stock Units
[●], 20[●]	33.33%
[●], 20[●]	33.33%
[●], 20[●]	33.34%

(b) In the event of the Participant’s Termination (i) by the Company without Cause (as defined in the Employment Agreement between the Company and the Participant dated May 11, 2018 (the “Employment Agreement”), (ii) by the Participant for Good Reason (as defined in the Employment Agreement), or (iii) due to the Participant’s death or Disability (as defined in the Employment Agreement), the Participant shall become one hundred percent (100%) vested in the Restricted Stock Units upon the date of such Termination.

(c) Except as otherwise provided in this Agreement, upon the Participant’s Termination for any reason, the portion of the Restricted Stock Units in which the Participant has not become vested shall be canceled, and forfeited by the Participant, without consideration.

(d) Notwithstanding any provision of this Agreement to the contrary, upon the Participant’s Termination by the Company for Cause, the Restricted Stock Units, including any portion in which the Participant had previously become vested, shall be cancelled, and forfeited by the Participant, without consideration.

3. Award Settlement. The Company shall deliver to the Participant (or, in the event of the Participant’s prior death, the Participant’s beneficiary), one (1) share of Common Stock for each Restricted Stock Unit in which the Participant becomes vested in accordance with this Agreement. Delivery of such Common Stock shall be made as soon as reasonably practicable following the date the Participant becomes vested in the Restricted Stock Unit, but in no event later than the fifteenth (15^th) day of the third month following the end of the calendar year in which the Participant became vested in such Restricted Stock Unit.

4. Stockholder Rights. The Participant shall not have any voting rights, rights to dividends or other rights of a stockholder with respect to shares of Common Stock underlying a Restricted Stock Unit until the Restricted Stock Unit has vested and a share of Common Stock has been issued in settlement thereof and, if applicable, the Participant has satisfied any other conditions imposed by the Committee.

5. Transferability. Except as permitted by the Committee, in its sole discretion, the Restricted Stock Units may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution or, subject to the consent of the Committee, pursuant to a DRO, unless and until the Restricted Stock Units have been settled and the shares of Common Stock underlying the Restricted Stock Units have been issued, and all restrictions applicable to such shares have lapsed, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

6. Taxes. The Participant has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. In accordance with the terms of the Plan, the Participant may elect to satisfy any applicable tax withholding obligations arising from the vesting or settlement of the Restricted Stock Units by having the Company withhold a portion of the shares of Common Stock to be delivered to the Participant upon settlement of the Restricted Stock Units or by delivering to the Company vested shares of Common Stock owned by the Participant, that in either case have a Fair Market Value equal to the sums required to be withheld; provided that, the number of shares of Common Stock which may be withheld in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax liabilities hereunder shall be limited to the number of shares of Common Stock which have a Fair Market Value on the date of withholding equal to the

aggregate amount of such tax liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.

7. Incorporation by Reference. The terms and provisions of the Plan are incorporated herein by reference, and the Participant hereby acknowledges receiving a copy of the Plan and represents that the Participant is familiar with the terms and provisions thereof. The Participant accepts this Award subject to all of the terms and conditions of the Plan. In the event of a conflict or inconsistency between the terms of the Plan and the terms of this Agreement, the Plan shall govern and control.

8. Securities Laws and Representations. The Participant acknowledges that the Plan is intended to conform to the extent necessary with all applicable federal, state and foreign securities laws (including the Securities Act and the Exchange Act) and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission or any other governmental regulatory body. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the shares are to be issued, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. Without limiting the foregoing, the Restricted Stock Units are being granted to the Participant, upon settlement of the Restricted Stock Units any shares of Common Stock shall be issued to the Participant, and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

(a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933 (the “Securities Act”) and in this connection the Company is relying in part on the Participant’s representations set forth in herein;

(b) Any shares of Common Stock issued to the Participant upon settlement of the Restricted Stock Units must be held indefinitely by the Participant unless (i) an exemption from the registration requirements of the Securities Act is available for the resale of such shares of Common Stock or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such shares of Common Stock and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of such shares of Common Stock (or to file a “re-offer prospectus”); and

(c) The exemption from registration under Rule 144 shall not be available under current law unless (i) a public trading market then exists for the Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that any sale of shares of Common Stock issued to the Participant upon settlement of the Restricted Stock Units may be made only in limited amounts in accordance with, such terms and conditions.

9. Captions. The captions in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein.

10. Entire Agreement. This Agreement together with the Plan, as either of the foregoing may be amended or supplemented in accordance with their terms, constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein, and supersedes all prior communications, representations and negotiations in respect thereto.

11. Successors and Assigns. The terms of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and permitted assigns. The Participant may not assign any of the rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign its rights and obligations to another entity which shall succeed to all or substantially all of the assets and business of the Company.

12. Amendments and Waivers. Subject to the provisions of the Plan, the provisions of this Agreement may not be amended, modified, supplemented or terminated, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of each of the parties hereto.

13. Severability. In the event that any provision of this Agreement shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

14. Signature in Counterparts. This Agreement may be signed in counterparts, each which shall constitute an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

15. Notices. Any notice required to be given or delivered to the Company under the terms of the Plan or this Agreement shall be in writing and addressed to the General Counsel and the Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the address listed in the Company’s personnel files or to such other address as the Participant may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery, three days after deposit in the United States mail by certified or registered mail (return receipt requested), one business day after deposit with any return receipt express courier (prepaid), or one business day after transmission by facsimile.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied.

17. Consent to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally agrees that any action, suit or proceeding, at law or equity, arising out of or relating to the Plan, this Agreement or any agreements or transactions contemplated hereby shall only be brought in any federal court of the Southern District of Texas or any state court located in Xxxxxx County, State of Texas, and hereby irrevocably and unconditionally expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and hereby irrevocably and unconditionally waives (by way of motion, as a defense or otherwise) any and all jurisdictional, venue and convenience objections or defenses that such party may have in such action, suit or proceeding. Each party hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts.

18. Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VALIDITY, INTERPRETATION OR ENFORCEMENT HEREOF. THE PARTIES HERETO AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND WOULD NOT ENTER INTO THIS AGREEMENT IF THIS SECTION WERE NOT PART OF THIS AGREEMENT.

19. No Employment Rights. The Participant understands and agrees that this Agreement does not impact in any way the right of the Company or its Subsidiaries to terminate or change the terms of the employment of the Participant at any time for any reason whatsoever, with or without cause, nor confer upon any right to continue in the employ of the Company or any of its Subsidiaries.

20. Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, the Plan, the Restricted Stock Units and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

21. Claw-Back Policy. The Restricted Stock Units shall be subject to any claw-back policy implemented by the Company.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day and year first above mentioned.



	XXXXX GROUP, INC.


	By:______________________________________
	Name:
	Xxxxxx:

	PARTICIPANT:


	_________________________________________
	Name:

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EMPLOYMENT AGREEMENT

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