Exhibit 10.8
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of October 25, 2022 (the “Effective Date”) by and between DRIL-QUIP, INC. a Delaware corporation (the “Company”), and Donald M. Underwood (the “Executive”).
WITNESSETH:
WHEREAS, the Executive is currently employed as the Company’s Vice President – Subsea Products; and
WHEREAS, in entering into this Agreement, the Company desires to provide the Executive with substantial incentives to continue to serve the Company on and following the Effective Date as one of its senior executives performing at the highest level of leadership and stewardship, without distraction or concern over minimum compensation, benefits or tenure, manage the Company’s future growth and development, and maximize the returns to the Company’s stockholders; and
WHEREAS, the Executive shares these objectives and desires to continue to serve as the Company’s Vice President – Subsea Products on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, effective as of the Effective Date, the Company and the Executive hereby enter into this Agreement:
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provided, however, that Cause shall not exist in the case of clause (iv) unless and until the Board has given written notice to the Executive detailing the alleged grounds for Cause and such grounds remain uncured for 30 days thereafter.
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Notwithstanding the foregoing, Good Reason shall cease to exist under this Agreement unless (i) within 60 days of Executive’s knowledge of the initial existence of the condition or conditions giving rise to Good Reason the Executive provides written notice to the Company of the existence of such condition or conditions, (ii) the Company fails to remedy such condition or conditions within 30 days following the receipt of such written notice (the “Cure Period”); (iii) if any such condition is not remedied within such Cure Period, the Executive provides a Notice of Termination (as defined below) for Good Reason in accordance with the provisions of Section 5(e) and (iv) the Executive’s employment terminates on the Termination Date set forth in such Notice of Termination.
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For the avoidance of doubt, the non-renewal of the Employment Term by the Company shall not constitute a termination without Cause that entitles the Executive to receive the Severance Benefits.
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If to the Company, at Dril-Quip, Inc.
Attention: General Counsel
6401 N. Eldridge Pkwy.
Houston, TX 77041
Fax No.: (713) 939-5329
If to the Executive, at the current address in the Company’s personnel files.
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[Execution Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and the Executive has executed this Agreement, as of the date first above set forth.
DRIL-QUIP, INC.
Name: Jeffrey J. Bird
Title: President and Chief Executive Officer
EXECUTIVE
Donald M. Underwood
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