Exhibit 10.1
CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE
This Confidential Severance Agreement and General Release (''Agreement"), entered into by and between Robert Willette ("you,” ''your," or "Employee”) and ProFrac Holding Corp. (the "Company"), on September 6, 2023 (''Resignation Date"), arises from the resignation of your employment. The Employee and the Company may be referred to herein as a "Party” or, collectively, the "Parties."
This Agreement is legally binding. You are hereby advised to consult with an attorney before signing it. If you wish to enter into this Agreement, you must sign the signature line and initial each page in the space provided (provided that you do not revoke acceptance during the revocation period described below).
Background
On or about June 7, 2022, the Parties entered into that certain Executive Employment Agreement (the "Employment Agreement"). Pursuant to the Employment Agreement, Employee was hired to serve as the Chief Legal Officer and Secretary for an Initial Period (as that term is defined in the Employment Agreement) with an automatic Renewal Period (as that term is defined in the Employment Agreement). Employee also holds the title of Chief Compliance Officer.
The parties have mutually agreed to end the employment relationship earlier with Employee resigning from the company effective September 6, 2023. In accordance with Section 8G) of the Employment Agreement, the Employment Agreement is hereby terminated and superseded as described more fully herein.
all claims, losses, liabilities, obligations and causes of action, known and unknown, arising out of, connected with, or relating to: (i) your employment; (ii) the Releasees' refusal or failure to continue your employment; (iil) the termination of the Employment Agreement; or (iv) the separation of your employment, including, but not limited to, claims for compensation, commissions, bonuses, other wages and benefits, breach of contract, wrongful termination, impairment of economic opportunity, intentional infliction of emotional distress, claims based on personal injury, any breach of implied or express covenant of good faith and fair dealing, violation of public policy, or any other contract, tort or personal injury claim, or claim based on any municipal, state or federal statute, regulation, or ordinance relating to employment, employment discrimination or retaliation, including Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000 et seq.; The Civil Rights Act of 1866, as amended, 42 U.S.C. § 1981; The Civil Rights Act of 1991, as amended, 42 U.S.C. § 1981a; The Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq.; Americans With Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; Fair Labor Standards Act, as amended, 29 U.S.C. § 201, et seq.; Equal Pay Act, as amended, 29 U.S.C. § 201 et seq.; National Labor Relations Act, as amended, 29 U.S.C. § 151 et seq.; Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq., Employee Retirement Income Security Act, as amended, 29 U.S.C. § l 000 et seq.; Family and Medical Leave Act, as amended, 29 U.S.C. § 2601, et seq.; Chapter 21 of the Texas Labor Code, or any other statute, rule, regulation, ordinance, or common civil or other law, or judicial or administrative interpretation whether promulgated by federal, state, local, or other jurisdiction or political subdivision.
You further represent and warrant that you have not assigned to any third party any claim involving the Releasees or authorized any third party to assert on your behalf any claim against the Releasees. If a third party asserts a claim against the Releasees on your behalf or includes you as a class member in any class action involving any claim, you agree to not accept any benefits or damages relating or arising out of such claim.
Nothing in this Agreement will prevent you from initiating or participating in any state or federal agency administrative proceeding including proceedings before the
Equal Employment Opportunity Commission or from testifying at an administrative hearing; deposition, or in court in response to a lawful subpoena,
Notwithstanding your termination, for a period of six (6) months after the separation date, you agree to provide reasonable cooperation to the Company and its attorneys if requested to do so in connection with litigation or investigations with which Company may be involved.
You understand that in order to be eligible for the severance payment described in Paragraph 1, you must sign and return this Agreement to Elizabeth Fitch (elizabeth.fitch@profrac.com) by 3:00 p.m. (Central Time), on September 11, 2023.
If you choose to revoke this Agreement, you must notify the Company in writing through its Senior Corporate Counsel Elizabeth Fitch (elizabeth.fitch@profrac.com) in writing before the Effective Date.
directions by the Company's attorneys should any litigation relating to the Company or arty other Releasee involve Employee as a witness.
IN WITNESS WHEREOF, this Confidential Severance Agreement and General Release has been executed by each of the listed parties as of the later date below.
ROBERT WILLETTE
Printed Name: Robert J. Willette
Signature: /s/ Robert J. Willette
Date: 9/11/2023
PROFRAC HOLDING CORP.
Signature: /s/ Matthew Wilks
By: Matthew Wilks
Title: Executive Chairman
Date: 9/11/2023