Exhibit 10.2
EXECUTIVE CHAIRMAN AGREEMENT
between
SUPERIOR ENERGY SERVICES, INC.
and
MICHAEL Y. MCGOVERN
Dated as of July 18, 2022
EXECUTIVE CHAIRMAN AGREEMENT
This Executive Chairman Agreement (this “Agreement”) is entered into on July 18, 2022, and made effective as of July 1, 2022 (the “Effective Date”), by and between Superior Energy Services, Inc., a Delaware corporation (“Superior” and, together with all of its subsidiaries, the “Company”), and Michael Y. McGovern (“Executive Chairman”).
WITNESSETH:
WHEREAS, Executive Chairman is presently serving in such capacity with Superior and in the capacity of director on the Company’s Board of Directors (the “Board”); and
WHEREAS, as of the Effective Date, the Company and Executive Chairman mutually desire to memorialize the terms under which Executive Chairman will continue to serve in such capacity.
NOW, THEREFORE, in consideration of the premises and of the respective representations and warranties hereinafter set forth and of the mutual covenants herein contained, the parties hereto agree as follows:
Notwithstanding the foregoing, Good Reason shall not exist unless: (i) Executive Chairman provides written notice to Superior of the existence of the Good Reason event within 60 days of Executive Chairman 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, Executive Chairman shall not have Good Reason to terminate employment), (iii) Executive Chairman gives written notice to Superior of his intent to terminate employment within 30 days after Superior’s right to cure has lapsed, and (iv) Executive Chairman actually terminates Executive Chairman’s employment no later than the date that is one year after the date Executive Chairman had knowledge of the initial existence of Good Reason.
(ii) Upon any non-renewal of the Term in accordance with Section 3(a).
(iii) For any other reason whatsoever in Executive Chairman’s sole discretion. In the event that Executive Chairman terminates his employment pursuant to this Section 5(b)(iii), Executive Chairman shall provide the Company no less than 90 days’ advance written notice of such termination. The Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination without changing the characterization of such termination as a termination by Executive Chairman pursuant to this Section 5(b)(iii) and without payment of any salary, bonus, or any other payments, rights or benefits in connection therewith.
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 Executive Chairman (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 Executive Chairman 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 Executive Chairman.
Executive Chairman further agrees that during the Term and for a period of one year thereafter, Executive Chairman 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 Executive Chairman’s employment hereunder, including, without limitation, the parishes (or any adjacent offshore areas) of the State
of Louisiana as set forth in Appendix C).
If to Executive Chairman:
Michael Y. McGovern
18 Berkley Hall Court
The Woodlands, Texas 77389
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 herewith, except that notices of change of address shall be effective only upon receipt.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.
SUPERIOR ENERGY SERVICES, INC.
By:/s/ Brian K. Moore
Name: Brian K. Moore
Title: Chief Executive Officer
EXECUTIVE CHAIRMAN
/s/ Michael Y. McGovern
Michael Y. McGovern