Exhibit



Exhibit 10.1



CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE


This Confidential Separation Agreement and Release (“Agreement”) is by and between Daniel Allinger (“Employee”) and Frank’s International, LLC and its affiliated or subsidiary/parent/related companies (collectively referred  to  as  the “Company”).  Employee and the Company are collectively referred to as “the Parties.”  This Agreement was delivered to Employee on January 25, 2017.
1.    Separation Date.  Employee  separated  from his/her employment with the Company effective February 2, 2017 (“Separation Date”). 
2.    Benefits Unchanged by This Agreement.  To  the  extent Employee is qualified to receive any benefits  through  or  after  termination  of  employment,  such  benefits qualification will be determined by each benefit’s existing terms and conditions, which are unchanged by this Agreement.  This provision covers all Restricted Stock Unit, Executive Deferred Compensation, or any other benefits Employee may be eligible to receive.  
3.    Severance Provided to Employee.  Only in exchange for Employee’s promises made by signing this Agreement, and continued compliance with this Agreement, and any other agreements with the Company, the Company will provide Severance to Employee as follows:
(a)    A  lump  sum payment equal to two hundred seventy-five thousand dollars ($275,000), which  is  equal to one year of base salary, and a lump sum payment of one hundred thirty-seven thousand five  hundred  dollars ($137,500), which is equal to one hundred percent (100%) of the Employee’s Short Term  Incentive target amount.  These payments will be paid to Employee within sixty (60) days following the Separation Date, provided no such payment will be made prior to the date the Company receives (as directed in the Notices section below) Employee’s signed Agreement and the revocation period stated in Section 6(g) has expired.
(b)    A lump sum payment equal to twenty one thousand one hundred thirty-eight dollars ($21,138.48), which  is  equal  to  the value of the employer portion of the group health plan premium cost for the level of coverage elected by Employee.  This payment will be paid to Employee within sixty (60) days following  the  Separation  Date, provided no such payment will be made prior to the date the Company receives (as directed in the Notices section below) Employee’s signed Agreement and the revocation period in Section 6(g) below has expired.
(c)    Outplacement  assistance  to  Employee, provided the total value of such assistance shall not exceed fifteen thousand dollars ($15,000) and all such assistance shall be provided within twelve (12) months  after  the  Separation  Date.   If  Employee  elects  to receive such outplacement assistance, the Company will provide approval for direct bill of services to the Outplacement provided selected by the Company, subject to the limits contained in the preceding sentence. No approvals of service will be made prior  to  the  date  the Company receives (as directed in the Notices section below) Employee's signed Agreement  and  the revocation period in Section 6(g) below has expired. Employee’s right to this reimbursement payment shall not be subject to liquidation or exchange for any other payment or benefit.
(d)    With respect to (i) the Employee Restricted Stock Unit (RSU) Agreement dated March 4, 2015 (the “2015 RSU Agreement”), and (ii) the Employee Restricted Stock Unit (RSU) Agreements dated February 23, 2016 (the “2016 RSU Agreements”), the parties agree that Employee’s separation from the Company as contemplated in this Agreement shall be deemed an involuntary termination.
(e)    The  Company  shall execute a Special Vesting Agreement with Employee, in the form attached hereto as Exhibit A, pursuant to which Employee will continue to vest in the restricted stock units granted  pursuant  to  the  Employee Restricted Stock Unit (RSU) Agreements dated February 23, 2016, provided  Employee  complies  with  the  post-employment  conditions  described  in  Exhibit A to that Agreement  and  the  provisions  of  this  Agreement.  In addition, the Compensation Committee of the Company’s Board of Directors shall not exercise its discretion to terminate future payments to Employee under  the  separate performance-based Employee Restricted Stock Unit (RSU) Agreement dated February 


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23, 2016, provided  Employee complies with the provisions of this Agreement. For the avoidance of doubt the Performance Based Restricted Stock Agreement will remain in force and vest as per the terms of such agreement.
(f)    Employee understands the Severance described in Sections 3(a)-(d) is made available to him/her in exchange  for  Employee’s  promises  made  in  this  Agreement, and is not otherwise due to Employee under any law or agreement.
(g)    Employee  understands and acknowledges that any payments under this Section 3 which are classified as “nonqualified deferred  compensation”  for  purposes  of  Section  409A  of the Internal Revenue Code of 1986, as amended (“Section 409A”) shall be subject to the provisions of Section 15 below.  
4.    Compensation Paid in Final Paycheck.  Employee acknowledges that in addition to the Severance provided  in  Section 3,  that Employee will receive by the date required by applicable law, his/her final paycheck (“Final Paycheck”)  including his/her salary owed for time worked through the Separation Date.  Once this Final Paycheck is paid, Employee  represents  that he/she will have received all compensation due to him/her, including salary, bonuses, or any other compensation  or  benefits  which Employee believes are owed for any time worked through the Separation Date, except any amounts to be paid to Employee as noted in Section 2 or 3 above.
5.    Release of all Claims and Promise Not to Sue.  In return for Company’s promises in this Agreement, Employee voluntarily and knowingly hereby waives, releases, and discharges the Company, its current and former parent, predecessor, successor, subsidiary, and affiliate companies, and all of their current and former employees, officers,  directors,  owners,  agents and  assigns (collectively the “Released Parties”) from all claims, liabilities, demands, and causes of action, known or unknown, fixed or contingent, which Employee may have or claim to have against  any  of  them as a result of Employee’s employment and/or termination from employment and/or as a result of any other matter arising through the date of Employee’s signature on this Agreement.  In addition, if Employee continues  to  work for the Company after signing this Agreement, Employee agrees to sign a separate but similar release  of  all  claims and promise not to sue on his/her Separation Date to cover anything occurring between the signing of this  Agreement  and  the  Separation Date.  Employee agrees not to file a lawsuit against any Released Parties  to  assert  any  such  released  claims, and Employee agrees not to accept any monetary damages or other personal  relief  (including legal or equitable relief) in connection with any administrative agency report, claim or lawsuit filed by any person or entity or governmental agency.  Employee represents he/she has not already made, transferred or  assigned  any  rights  to the claims released in this Agreement.  This waiver, release and discharge includes, but is not limited to: 
(a)    laws applicable in foreign jurisdictions;
(b)    claims arising under federal, state, or local laws regarding employment or prohibiting employment discrimination such as, without limitation, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Genetic Information Nondiscrimination Act, the Occupational Safety and Health Act, the National Labor Relations Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Americans with Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act (FMLA), Chapters 21, 61 and 451 of the Texas Labor Code, all employment and civil rights portions of any Texas or Louisiana statutes or applicable law, the Sarbanes Oxley Act of 2002, the Wall Street Reform Act of 2010 (“Dodd-Frank Act”), Comprehensive Omnibus Budget Reconciliation Act of 1985 (COBRA), the Worker Adjustment and Retraining Notification (WARN) Act; 
(c)    claims  for  breach of oral or written contract, whether express or implied, promissory estoppel or quantum meruit; 
(d)    claims  for personal injury, harm, or other damages (whether intentional or unintentional and whether occurring on the job or not, including, without limitation, negligence, defamation, misrepresentation, fraud,  intentional  infliction  of emotional distress, assault, battery, invasion of privacy, and other such tort or injury claims); 


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(e)    claims growing out  of  any  legal restrictions on the Company’s right to terminate employment of its employees including any claims based on any violation of public policy or retaliation for taking a protected action; 
(f)    claims  regarding any restrictions on the Company’s right to enforce any of Employee’s post-termination obligations regarding non-disclosure, non-competition, non-solicitation, and non-interference; 
(g)    claims for workers’ compensation, wages, overtime, bonuses, incentive compensation, vacation pay, or any other form of compensation; or 
(h)    claims for benefits including, without limitation, those arising under the Employee Retirement Income Security Act.  
NOTHING IN THIS AGREEMENT SHALL WAIVE OR MODIFY THE FOLLOWING RIGHTS IF EMPLOYEE OTHERWISE HAS SUCH RIGHTS:
(a)    any right or claim provided under this Agreement;
(b)    any right or claim which is not waivable as a matter of law;
(c)    any  right  to  seek  unemployment  compensation  benefits  if  Employee is otherwise qualified under applicable law;
(d)    any  rights regarding a pending workers’ compensation claim, however, Employee states that he/she has no unfiled workers’ compensation claim or unreported injury; or
(e)    any claim based on facts occurring after this Agreement is signed. 
6.    Employee’s Release of Age Discrimination Claims.  In addition, Employee acknowledges the following:  
(a)    This Agreement is written in a manner calculated to be understood by Employee and that Employee in fact understands the terms, conditions and effect of this Agreement.  
(b)    This Agreement refers to rights or claims arising under the Age Discrimination in Employment Act and Older Workers’ Benefit Protection Act.  
(c)    Employee does not waive rights or claims that may arise after the date this Agreement is executed.
(d)    Employee  waives  rights  or  claims only in exchange for consideration in addition to anything of value to which Employee is already entitled.
(e)    Employee  is  advised  in  writing  to  consult with an attorney prior to executing the Agreement.
(f)    Employee  has  twenty-one  (21)  days  in  which  to  consider this Agreement before accepting, but need not take that long if the Employee does not wish to.  Employee acknowledges that any decision to sign this Agreement before the twenty-one (21) days have expired was done so voluntarily and not because of any fraud or coercion or improper conduct by Company.  


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(g)    This Agreement allows a period of seven (7) days following Employee’s signature on the agreement during which Employee may revoke this Agreement.  This Agreement is not effective until after the  revocation  period  has  been  exhausted without any revocation by Employee.  No payments shall be made until after the Agreement becomes effective.
(h)    Employee fully understands all of the terms of this waiver agreement and knowingly and voluntarily enters into this Agreement.  
(i)    Employee has been given this Agreement to consider on January 25, 2017.  Any notice of acceptance  or revocation should be made by Employee to the Company as specified in the Notices section at the end of this Agreement.  Employee should not sign this Agreement prior to his/her Separation Date.
7.    Non-Disclosure of Confidential Information.  Employee acknowledges that he/she has had access to confidential information, training and Company goodwill (“Confidential Information”) while employed by the Company, including without limitation, any information obtained by Employee during the course of Employee's employment  with  the  Company,  concerning  the  business  or  affairs of the Company or that of its customers, suppliers, contractors, subcontractors, agents or representatives. 
(a)    Confidential Information includes any information about the Company that has not been intentionally  publicly  disclosed  by the Company; knowledge, data, trade secrets, proprietary information, or information provided to the Company by its customers, suppliers, contractors, subcontractors, business partners,  agents  or representatives (regardless of whether the Company is contractually obligated to keep such information confidential).  Confidential Information includes, without limitation, information relating to  the  services,  products,  policies,  practices, pricing, costs, suppliers, vendors, methods, processes, techniques,  finances,  administration,  employees,  devices,  trade  secrets and operations of the Company, any inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right by any Company employee, Company customers or potential customers, marketing, sales activities,  development  programs,  promotions,  manufacturing, machining, drawings, future and current plans   regarding   business  and  customers,  e-mails,  notes,  manufacturing  documents,  engineering   documents, formulas, financial statements, bids, projects reports, handling documentation, machinery and compositions,  all  financial  data  relating  to  the Company, business methods, accounting and tracking methods,  books,  inventory  handling  procedure,  credit,  credit  procedures, indebtedness, financing procedures,  investments, trading, shipping, production, processing, welding, fabricating, assembling, domestic and foreign operations, customer and vendor and supplier lists, data storage in any medium (electronically,  hard  copy)  contact  information,  lab  reports, lab work, and any data or materials used in and created during the development of any of the aforementioned materials or processes. Confidential Information  may  include  but is not limited to the areas of piping and fabrication, connectors, hammers, casing equipment, cementing equipment, laydown equipment, completion equipment, manipulating and handling tubulars, drilling of subterranean and offshore wells, energy exploration, energy drilling, energy production, and the processing of hydrocarbons. 
(b)    Employee  acknowledges  that  this Confidential Information is confidential, proprietary, not  known  outside  of  the Company’s business, valuable, special and/or a unique asset of the Company which belongs to the Company and gives the Company a competitive advantage.  If this Confidential Information were disclosed to third parties or used by third parties and/or Employee, such disclosure or use would seriously and irreparably damage the Company and cause the loss of certain competitive advantages.  Employee  promises he/she has not and will not disclose in any way, or use for Employee’s own benefit or for the benefit of anyone besides the Company, the Confidential Information described above.  
8.    Reporting to Government Agencies.  Nothing in this Agreement shall prevent Employee from filing a  charge  or complaint or making a disclosure or report of possible unlawful activity, including a challenge to the 


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validity of this Agreement, with any governmental agency, including but not limited to the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or the Securities and Exchange Commission (“SEC”), or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or from participating in any investigation or proceeding conducted by the EEOC, NLRB, SEC, or any federal, state or local agency, or other actions protected as whistleblower activity under applicable law. Further, a disclosure of trade  secrets  is not a prohibited disclosure if made in a complaint or other document filed in a lawsuit or other proceeding,  if  such  filing is made under seal.  This Agreement does not impose any condition precedent (such as prior disclosure to the Company), any penalty, or any other restriction or limitation adversely affecting Employee’s rights regarding any governmental agency disclosure, report, claim or investigation.  Employee understands and recognizes,  however,  that  even  if  a report is made or a charge is filed by him/her or on his/her behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to him/her relating to any event which occurred prior to his/her execution of this Agreement.
For avoidance of doubt, Employee understands that nothing in this agreement shall be construed as prohibiting truthful testimony in any formal or informal interviews or proceedings with law enforcement officials.
9.    Non-Competition/Non-Solicitation/Non-Interference. Employee acknowledges that the highly competitive nature of the Company’s business, Employee’s position with the Company, and the Confidential Information, training, and goodwill provided to Employee during his/her employment with the Company, support Employee’s  promises  not  to  compete  with  the  Company, and not to solicit or interfere with the Company’s relationships with its customers and employees as stated below, for twelve (12) months following his/her separation from  the  Company  (“the Restricted Period”) regardless of the reason for the separation, within the Restricted Area of  the  Louisiana  parishes  of  Lafayette,  Iberia, and Terrebonne and the Texas counties of Harris, Fort Bend, Montgomery, Brazoria, and Galveston, as well as any county/parish in which the Employee engaged in the Company Business (defined below) during the last twelve (12) months of Employee’s employment with the Company.  
(a)    Non-Competition.  During the Restricted Period and in the Restricted Area, Employee will not  engage  in  or  carry on, directly or indirectly, a business similar to and competitive with that of the Company (“Competing Business”).  The business of the Company (“Company Business”) specifically includes, but is not limited to, land operations and offshore operations for tubular sales, casing installation, completion  installation,  and  the  specialty  products  divisions  of  the Company’s business as well as Company’s current and planned (future) bids, projects, contracts, and relationships with its customers and potential  customers.  Accordingly, Employee will not, directly or indirectly, own, manage, operate, join, become  employed  or engaged by, partner in, control, participate in, be connected with, loan money or sell or  lease  equipment  or property to, or otherwise be affiliated with any Competing Business.  For further clarity, Competing Business shall include the design, sales, marketing, fabrication, installation, provision, repair,  or  manufacturing  of  products  or services similar to or functionally equivalent to those designed, sold,  installed,  repaired,  fabricated,  manufactured,  produced,  provided, marketed or licensed by the Company.   The  foregoing  notwithstanding,  Employee  may  own  less  than two percent (2%) of the outstanding  stock  of  any  class for a Competing Business which sells its stock on a national securities exchange  and  if Employee is not involved in the management of such Competing Business.  Further, Competing Business and Restricted Area, as defined above, shall not include any geographic areas, services, or  products  of  the  Company  in which Employee had no responsibility, no involvement and about which he/she had no access to Confidential Information.
(b)    Non-Solicitation/Non-Interference of Employees/Contractors.  During the Restricted Period  and  in  the  Restricted  Area,  Employee  further  agrees  that he/she will not interfere with the Company’s  relationship  with,  solicit  or hire or otherwise encourage to change or leave their employment or  contractor  position  with the Company any person currently employed by or engaged as a contractor to the  Company,  or  who  was  employed  by  or engaged by the Company during Employee’s employment with the  Company.   This  restriction shall not include any current or potential employee or contractor of the 


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Company for which Employee had no responsibility, no involvement, and about which he/she had no access to Confidential Information during his/her employment with the Company.
(c)    Non-Solicitation/Non-Interference of Customers, Vendors, Suppliers. During the Restricted Period and in the Restricted Area, Employee further agrees that he/she will not solicit business from,  nor  encourage  or  otherwise  cause  any current or potential customer, vendor or supplier of the Company, including its current or planned (future) projects, bids, or contracts, to cease or materially change their  current  or  potential  business relationship with the Company or otherwise attempt to interfere with these Company relationships.  For purposes of this Section, “potential customer, vendor or supplier” shall mean any entity or person with whom the Company has been pursuing a business relationship during Employee’s employment with the Company, and any “potential business relationship” shall mean any relationship  pursued by the Company during Employee’s employment with the Company, including any current  or  planned  (future) bids, projects or contracts.  This restriction shall not include any current or potential customer, vendor or supplier of the Company for which Employee had no responsibility, no involvement,  and  about  which  he/she  had  no  access  to  Confidential  Information  during  his/her employment with the Company.
(d)    To  the  extent of any conflict or inconsistency between the restrictive covenants set forth in this Section 9 and the restrictive covenants set forth in any other agreement between the Company and Employee, including, without limitation, the 2015 RSU Agreement and all Employee Restricted Stock Unit Agreements dated February 23, 2016, the terms of this Section 9 shall control.
10.    Intellectual Property.  Employee  ratifies any previous assignment for any Intellectual Property under  other  agreements  or obligations, including any fiduciary duty to the Company, and otherwise hereby assigns to  the  Company  all  right, title and interest Employee has or may acquire in and to any Intellectual Property that results  from  Employee’s  efforts, either alone or jointly with others, during the period of Employee’s employment with the Company.  “Intellectual Property” means any and all inventions, discoveries, developments, innovations, processes,  designs,  methods,  technologies,  formulae,  models,  research  and  development,  patents,  patent  applications,  trade  secrets  and other Confidential Information and works of authorship (including copyrightable works, copyrights and copyright applications), and improvements to any of the foregoing that, either alone or jointly with others:  (a) result from any work performed on behalf of the Company, or from a research project suggested by the Company; (b) relate in any way to the existing or contemplated Business of the Company; or (c) result from the use of the Company’s time, material, employees or facilities.  Employee acknowledges and agrees that any work Employee performs for the Company during employment that constitutes copyrightable subject matter shall be considered a “work made for hire” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101). Employee  hereby  ratifies  and  otherwise  transfers  and assigns to the Company, and waives and agrees never to assert, any and all rights to claim authorship, rights to object to any modification or other moral rights that Employee may  have  in  or with respect to any Intellectual Property and/or works made for hire, even after termination of Employee’s  employment.  Employee  further agrees that if, in the course of providing services to the Company, Employee  incorporates  any  intellectual  property  owned  by  Employee,  the  Company  is  hereby granted a nonexclusive,  royalty-free,  perpetual, irrevocable, worldwide right and license to make, have made, copy, modify, use, distribute and sell such intellectual property or products incorporating such intellectual property of Employee.  During and after Employee’s employment, Employee will assist and cooperate with the Company for no additional compensation  but  at the Company’s out of pocket expense and execute documents requested by the Company to acquire, transfer, maintain, perfect and enforce the Company’s rights to the Intellectual Property, including patent, copyright, trade secret and other protections for the Company’s Intellectual Property.  
11.    Employee Acknowledgement of Need for Protections and Restrictions Promised; Modifications of Restrictions.  Employee acknowledges and understands that his/her promises in this Agreement restrict some of his/her actions during and after employment with the Company.  However, Employee acknowledges and agrees that he/she  has  or  will  receive  sufficient  consideration  from  the Company under this Agreement to justify such 


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restrictions.  Employee understands and agrees that the restrictions in this Agreement shall continue beyond the termination of Employee’s employment, regardless of the reason for such termination.  
12.    Remedies.  Employee acknowledges that money damages would not be sufficient remedy for any breach of this Agreement by Employee, and that the Company shall be entitled to enforce this Agreement by specific performance and immediate injunctive relief as remedies for such breach or any threatened breach.  Such remedies shall not be deemed the exclusive remedies for a breach of this Agreement, but shall be in addition to all remedies available  to  the  Company  at  law, under common and statutory law, the Texas Uniform Trade Secrets Act, under other  agreements,  or  in  equity,  including,  without  limitation,  the  recovery of attorneys’ fees incurred by the Company in enforcing this Agreement or otherwise protecting its rights, as well as damages caused by Employee and his/her agents involved in such breach. 
13.    Notification to Subsequent Employers/Business Opportunities.  Employee further acknowledges that  in  order  to  enforce  his/her  obligations  under  this  Agreement that the Company will need to notify any subsequent  actual  or  potential  employers or other business opportunities Employee is considering and who are engaged in a Competing Business of Employee’s obligations under this Agreement.  Employee agrees to notify the Company of the identity of his/her employers or other potential business opportunities potentially engaged in a Competing Business during the Restricted Period and Employee consents to the Company providing notification to these employers or business opportunities of Employee’s ongoing obligations to the Company under this Agreement or under other applicable laws or agreements with the Company.
14.    Tolling of Restricted Period.  The duration of the Restricted Period shall be tolled and suspended for any period that Employee is in violation of these covenants up to a period of twelve (12) months, to the extent allowed, unless such tolling is disallowed under applicable law.
15.    Section 409A Compliance.  It is intended that the severance benefits and other payments payable under  this  Agreement  satisfy,  to the greatest extent possible, the exemptions from the application of Section 409A as provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions.  To the extent any amount paid under this Agreement is subject to Section 409A, the commencement of payment or provision of any payment  or  benefit  under  this  Agreement  shall  be  deferred  to the minimum extent necessary to prevent the imposition of any excise taxes or penalties on the Company or Employee.  Although the Company shall use its good faith  best  efforts  to  avoid  the  imposition of taxation, interest and penalties under Section 409A, the tax treatment of  the  benefits  provided  under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee or other taxpayer as a result of the Agreement.
16.    Return of Company Property.   Employee agrees that he/she has returned to the Company all property (including property purchased or paid for by the Company in Employee’s possession, custody or control) which belongs to the Company, including any keys, access cards, computers, cell phones, pagers, or other equipment and any Company records, files, data, and documents (whether on a work or personal computer, in electronic format or  otherwise,  unaltered and unmodified, and whether confidential in nature or not).  Employee shall immediately report to Company any passwords for Employee’s computer or other access codes for anything associated with Employee’s employment with Company.  
17.    Post-Employment Cooperation.  Employee agrees to make reasonable efforts to assist Company after his/her separation of employment, including but not limited to:  assisting with transition of Employee’s duties, assisting  with  issues  that  arise  after  separation  of  employment,  and  assisting  with any legal proceeding, governmental inquiries, investigations, lawsuit or claim involving matters occurring during his/her employment with Company.  These duties include responding to inquiries from the Company and its designees, providing relevant information  or  documents,  as  well  as  providing  truthful  testimony at interviews, depositions or hearings, as requested  by  the  Company or required by subpoena.  The Company will reimburse Employee for reasonable time 


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and expenses in  connection  with  any  cooperation provided by Employee after the employment separation.  Time and expenses can include loss of pay or using vacation time at a future employer, mileage and expenses incurred.
18.    Neutral Reference.   For  reference inquiries directed to Human Resources, the Company shall provide a neutral reference regarding Employee’s  employment,  including  Employee’s position and dates of employment and base pay.  Company is not responsible for references not directed to Human Resources.  
19.    Confidential Agreement.  Employee understands and agrees not to discuss or disclose any of the terms of this Agreement with any person or entity except for Employee’s spouse, attorney, financial advisor, and government  tax  authorities  or  except  as  required by or protected by law.  Employee agrees that any inquiries Employee  has  regarding this Agreement, his/her employment, benefits, or termination of employment should be directed to Alejandro (Alex) Cestero, SVP, General Counsel & Corporate Secretary, 713-358-7317, alex.cestero@franksintl.com.
20.    Entire Agreement.  Employee has carefully read and fully understands all of the terms of this Agreement.   Employee  agrees  that  this  Agreement  sets forth the entire agreement between the Company and Employee  regarding  all  issues  involving his/her termination of employment except that it does not replace or alter in any way any obligations Employee owes to the Company under applicable laws, or owed under any agreements regarding confidentiality, non-disclosure, non-solicitation, non-competition, duties of loyalty or fiduciary duty, to the extent  that  such  obligations  are  not  in  conflict with, or inconsistent with, Employee’s obligations under this Agreement.   Applicable  laws  may  include,  but are not limited to, state laws protecting company trade secrets or other confidential information.  
21.    No Admission.  Employee understands this Agreement is not and shall not be deemed or construed to  be an admission by Company of any wrongdoing of any kind or of any breach of any contract, law, obligation, policy, or procedure of any kind or nature.
22.    Injunctive Relief.  Employee acknowledges that damages would be difficult to calculate and/or wholly inadequate for certain breaches of this Agreement.  The Company may seek immediate injunctive or other equitable  relief  to  enforce  the terms of this Agreement, in addition to any legal or other relief to which Company may be entitled, including damages and attorneys’ fees.  
23.    Representations; Modifications; Severability.  Employee acknowledges that Employee has not relied  upon  any  representations  or  statements, written or oral, not set forth in this Agreement.  This Agreement cannot  be modified except in writing and signed by both parties.  If any part of this Agreement is found to be unenforceable  by  a  court  of  competent  jurisdiction,  then such unenforceable portion will be modified to be enforceable, or severed from this Agreement if it cannot be modified, and such modification or severance shall have no  effect upon the remaining portions of the Agreement which shall remain in full force and effect.  The Company may assign all its rights and obligations under this Agreement.
24.    No Waiver.  No failure by either Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall (i) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (ii) preclude insistence upon strict compliance in the future.
25.    Applicable Law; Venue; Waiver of Jury Trial.  This Agreement shall be governed by and interpreted under the laws of the State of Texas without regard to Conflict of Laws.  The parties agree that any dispute concerning this  Agreement  shall be brought only in a court of competent jurisdiction in Harris County, Texas, unless another forum or venue is required by law.  Both the Company and Employee agree to waive a trial by jury of any or all issues arising under or connected with this Agreement, and consent to trial by the judge.


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26.    Successors and Assigns.  This Agreement may be assigned by the Company and shall be binding upon and inure to the benefit of the Company and its successors and assigns.  Employee’s obligations under this Agreement  are  personal  and  such  obligations  of Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred by Employee without the consent of the Company, and Employee represents no such rights have previously been transferred.
27.    Notices.  Any notices regarding acceptance, rejection, or any other matters arising under this Agreement  shall  be  sent by a method of delivery which provides a receipt of delivery and shall be addressed as provided  below.   Notices  to  Employee  should be addressed to his/her home address on file with the Company.  Notices  to  the  Company should be addressed to Alejandro (Alex) Cestero, SVP, General Counsel & Corporate Secretary, at 10260 Westheimer, Suite 700, Houston, TX 77042.  
AGREED AND ACCEPTED on this  31 day of January, 2017.


/s/ Daniel Allinger   
Employee Signature


Daniel Allinger              
Employee Printed Name


AGREED AND ACCEPTED on this 1st day of February, 2017.


Frank's International, LLC


By:  /s/ Alejandro Cestero
Printed Name: Alejandro Cestero
Printed Title: SVP, General Counsel, Secretary & CCO










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