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Exhibit 10.2
EMPLOYMENT AGREEMENT
between
SUPERIOR ENERGY SERVICES, INC.
and
JAMES W. SPEXARTH
Dated as of March 28, 2022
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”), dated and effective as of March 28, 2022 (the “Effective Date”), is by and between Superior Energy Services, Inc., a Delaware corporation (“Superior”), and James W. Spexarth (“Employee”).
WITNESSETH:
WHEREAS, Employee serves as an employee of Superior or one of its subsidiaries (Superior and all of its subsidiaries, collectively, the “Company”), the Company desires to continue the employment of Employee, and Employee desires to remain in the employment of the Company, in each case on the terms and conditions set forth herein; and
WHEREAS, Employee and the Company are parties to that certain Amended and Restated Employment Agreement, effective March 1, 2018 (the “Original Employment Agreement”) which shall be superseded effective as of the Effective Date by this Agreement.
NOW, THEREFORE, in consideration of the premises and of the respective
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representations and warranties hereinafter set forth and of the mutual covenants herein contained, the parties hereto agree as follows:
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Notwithstanding the foregoing, Good Reason shall not exist unless: (i) Employee provides written notice to Superior of the existence of the Good Reason event within 60 days of Employee having knowledge of its initial existence, (ii) Superior is provided 30 days from the receipt of such notice during which it may remedy the Good Reason event (if such Good Reason event is cured by Superior by the end of such 30 day period, Employee shall not have Good Reason to terminate employment), (iii) Employee gives written notice to Superior of his intent to terminate employment within 30 days after Superior’s right to cure has lapsed, and (iv) Employee actually terminates Employee’s employment no later than the date that is one year after the date Employee had knowledge of the initial existence of Good Reason.
(ii) For any other reason whatsoever in Employee’s sole discretion.
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As used in this Section 6(d)(ii), “After-Tax Payment Amount” means (i) the amount of the Payment, less (ii) the amount of federal income taxes payable with respect to the Payment calculated at the maximum marginal income tax rate for each year in which the Payment shall be paid to Employee (based upon the rate in effect for such year as set forth in the Code at the time of the Payment), less (iii) the amount of the Excise Tax, if any, imposed on the Payment. For purposes of any reduction made under Section 6(d)(ii), the Payments that shall be reduced shall be those that provide Employee the best economic benefits, and to the extent any Payments are economically equivalent, each shall be reduced pro rata.
(iii) Determination. All determinations required to be made under this Section 6(d) and the assumptions to be utilized in arriving at such determinations, will be made by a public accounting firm or another qualified advisor that is selected by the Company in its discretion prior to the applicable transaction, which firm or advisor will provide detailed supporting calculations to both the Company and Employee.
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Employee further agrees that during the Employment Period and for a period of one year thereafter, Employee shall not, and shall not cause any other person to, directly or indirectly, hire any employee of the Company (including those who are employees of the Company at any time in the three (3) months prior to such hiring) as an employee or independent contractor.
For purposes of this Section 7(c), “Territory” means any geographic area or market (including any adjacent offshore areas), whether within or outside the United States, in which the Company engages in the Company’s Business, as defined in Section 7(a)(i) above on the date of termination of Employee’s employment hereunder, including, without limitation, the parishes (or any adjacent offshore areas) of the State of Louisiana as set forth in Appendix C).
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If to Employee:
James W. Spexarth
[Street Address]
[City, State, Zip Code]
If to Superior:
General Counsel
Superior Energy Services, Inc.
1001 Louisiana Street, Suite 2900
Houston, Texas 77002
or to such other address as any party may have furnished to the others in writing in accordance
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herewith, except that notices of change of address shall be effective only upon receipt.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.
SUPERIOR ENERGY SERVICES, INC.
By: /s/ Michael Y. McGovern
Name: Michael Y. McGovern
Title: Executive Chairman
EMPLOYEE
/s/ James W. Spexarth
James W. Spexarth
APPENDIX A
[Insert Vesting Grid]
APPENDIX B
Form of Waiver and Release
This Waiver and Release (this “Release”) is effective as of the Effective Date (as defined below) by [______] (“Executive”) in favor of Superior Energy Services, Inc. (the “Company”). Capitalized terms not defined in this Release are as defined in the Employment Agreement between Executive and the Company (the “Agreement”). Executive gives this Release in consideration of the Company’s promises and covenants as recited in this Release. Executive agrees as follows:
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[Signature Page Follows]
To confirm Executive’s agreement with the terms and conditions of this Release, Executive has signed and dated it below.
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Executive’s Printed Name
Executive’s Signature
Executive’s Signature Date
APPENDIX C
Louisiana Parishes
Acadia Ascension Assumption Bienville Bossier Caddo Calcasieu Cameron Claiborne De Soto
East Baton Rouge Iberia
Iberville Jackson
Jefferson
Jefferson Davis Lafayette Lafourche Lincoln Livingston Natchitoches Orleans Ouachita Plaquemines Red River Sabine
St. Bernard St. Charles St. James
St. John the Baptist St. Martin
St. Mary
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Terrebonne Union Vermillion Webster
West Baton Rouge
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