Exhibit 10.65
RETENTION BONUS AGREEMENT
THIS RETENTION BONUS AGREEMENT (this "Agreement") is made and entered into as of December 15, 2023 (the "Effective Date") by and between Superior Energy Services, Inc., a Delaware corporation (the "Company"), and Deidre D. Toups (the "Participant"). Capitalized terms used in this Agreement without definition have the meanings ascribed to such terms in the Superior Energy Services, Inc. 2021 Management Incentive Plan (as it may be amended from time to time, the "Plan").
WHEREAS, the Company has adopted the Plan pursuant to which Other Cash-Based Awards may be granted; and
WHEREAS, the Company, in recognition of the Participant's service to the Company and in order to incentivize the Participant to remain employed with the Company, desires to grant the Participant a cash retention bonus pursuant the terms, conditions and restrictions set fo1th in the Plan and this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this Agreement, and for other good and valuable consideration to which the Participant is not otherwise entitled, the receipt and sufficiency of which are hereby acknowledged, the Company and the Participant hereby agree as follows:
$1,200,000.00 (the "Retention Bonus"). Subject to the Participant's continued employment with the Company ("Continuous Service") on each Payment Date (as defined below), the Company will pay to the Participant an amount equal to twenty five percent (25%) of the Retention Bonus, less applicable tax withholding, on each of March 15, 2024, September 15, 2024, March 15, 2025 and September 15, 2025 (each such date, a "Payment Date"). The period from the Effective Date through September 15, 2025 is hereinafter referred to as the "Retention Period". Except as otherwise provided in Section l(b) below, in the event that the Participant's Continuous Service terminates for any reason at any time prior to the end of the Retention Period, any unpaid portion of the Retention Bonus will be automatically forfeited and all of the Participant's rights to such unpaid portion of the Retention Bonus shall immediately terminate.
Participant and the Company under that certain Performance Stock Unit Award Agreement, by and between the Company and the Participant, dated as of March 23, 2022 (the "PSU Award Agreement"), shall be forfeited and terminated and the Performance Stock Units granted thereunder (the "PSUs") as well as the PSU Award Agreement itself shall be cancelled and be of no further force or effect. Notwithstanding anything herein or in the PSU Award Agreement to the contrary, from and after the Effective Date, the PSUs will no longer be capable of being settled for shares of Common Stock, and will not otherwise entitle the Participant to receive, any Common Stock (or any other equity interests of the Company), but will only entitle the Participant to the
Exhibit 10.65
payment of the Retention Bonus in accordance with and subject to the terms and conditions of this Agreement.
Exhibit 10.65
PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES HERETO AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
If to the Company:
Superior Energy Services, Inc. 1001 Louisiana Street, Suite 2900 Attention: Secretary
If to the Participant, at the Participant's last known address on file with the Company.
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five
Exhibit 10.65
(5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
G) Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which taken together will constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
SUPERIOR ENERGY SERVICES, INC.
By: /s/ Brian K. Moore
Name: Brian Moore
Title: President and CEO
PARTICIPANT:
/s/ Deidre D. Toups
Name: Deidre D. Toups