MEMBERSHIP INTERESTS PURCHASE AGREEMENT BY AND AMONG NEWPARK RESOURCES, INC., NEWPARK DRILLING FLUIDS LLC, NEWPARK TEXAS, L.L.C., CCS INC., AND CCS ENERGY SERVICES LLC Dated as of April 16, 2008Membership Interests Purchase Agreement • May 2nd, 2008 • Newpark Resources Inc • Oil & gas field machinery & equipment • Texas
This MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of April 16, 2008, is entered into by and among Newpark Resources, Inc., a Delaware corporation (“Newpark”), Newpark Drilling Fluids LLC, a Texas limited liability company and a direct wholly-owned subsidiary of Newpark (“DFI”), Newpark Texas, L.L.C., a Louisiana limited liability company and an indirect wholly-owned subsidiary of Newpark (“Newpark Texas”), CCS Inc., an Alberta corporation (“CCS”) and CCS Energy Services LLC, a Louisiana limited liability company (“Purchaser”), and an Affiliate of CCS.
NAME} PERSONAL AND {ADDRESS} CONFIDENTIALLetter Agreement • May 2nd, 2008 • Newpark Resources Inc • Oil & gas field machinery & equipment • Delaware
This letter (the “Agreement”) sets forth the understanding between you and Newpark concerning the continuation of your employment in connection with a “Change in Control” or “Potential Change in Control” and the “Termination Benefit” you will receive if your employment with Newpark is terminated by Newpark without “Cause” or by you for “Good Reason” during an “Employment Period,” as those terms are defined in Annex A attached to this letter.
