Exhibit 10.32
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”), dated as of June 7, 2022 (the “Effective Date”), is entered into by and between ProFrac Holding Corp., a Delaware corporation (the “Company”) and Lance Turner (the “Executive”). The Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
Background
The Executive is presently employed as the Chief Financial Officer of the Company and will continue to serve as the Chief Financial Officer of the Company, effective as of the Effective Date. Executive shall serve as an officer of the Company in accordance with the terms and conditions of this Agreement. Accordingly, in consideration of the premises and the respective covenants and agreements of the Parties herein contained, and intending to be legally bound hereby, the Parties hereto agree as follows:
Agreement
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For purposes of this Agreement, a termination of employment by the Executive shall not be deemed to be for Good Reason unless (A) the Executive gives the Company written notice describing the event or events which are the basis for such termination within 90 days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days after the Company’s receipt of such notice, and (C) the Executive terminates his employment no later than 45 days after the Executive provides notice to the Company in accordance with clause (A) of this paragraph.
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Notwithstanding anything herein to the contrary, it shall be a condition to the Executive’s right to receive the Severance Amount that the Executive execute and deliver to the Company within 21 days (or 45 days, if required by applicable law) after receipt from the Company, and not revoke in any time provided by the Company to do so, a release of claims in a form reasonably acceptable to the Company (the “Release”), which Release shall release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Executive’s employment with the Company and any other member of the Company Group or the termination of such employment, but excluding all claims to the Severance Amount or any other claim that may first arise after the date the Release has been executed by the Executive. The form of Release shall be provided to the Executive within five days following the Date of Termination.
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If to the Executive: at the Executive’s most recent address on the records of the Company.
If to the Company:
c/o ProFrac Holding Corp. |
333 Shops Boulevard |
Suite 301 |
Willow Park, Texas 76087 |
Attention: Rob Willette, Chief Legal Officer |
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
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[Signatures follow on next page.]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above written.
PROFRAC HOLDING CORP. | ||
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By: | /s/ Matthew D. Wilks | |
Name: | Matthew D. Wilks | |
Title: | Executive Chairman |
EXECUTIVE | |
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Signature: | /s/ Lance Turner |
Print Name: | Lance Turner |
Signature Page To
Employment Agreement