Exhibit 10.15


 


EXECUTION COPY




 


SEPARATION AGREEMENT AND MUTUAL RELEASE


 


This Separation Agreement
and Mutual Release (the “Agreement”), is made as of April 19, 2020, by and between KLX Energy Services
Holdings, Inc., a Delaware corporation (the “Company”) and Amin J. Khoury (“Employee”),
for the purpose of memorializing the terms and conditions of the Employee’s departure from the Company’s employment.


 


Now, therefore, in
consideration of the mutual promises, agreements and covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.                 
Retirement; Employment Letter; Restricted Stock Agreement; Severance. Employee and the Company have agreed that Employee
will retire from the Company, effective May 1, 2020 (the “Separation Date”). Upon such retirement, Employee
and the Company shall each have those respective surviving rights, obligations and liabilities described in that certain Employment
Letter, dated as of September 14, 2018, by and between Employee and the Company (the “Employment Letter”),
except as modified herein. In further consideration for: (i) Employee’s past services, (ii) Employee’s agreement to
forego Employee’s entitlement to personal and family use of the Company’s aircraft as referenced in Section 2(b)(iv)
of that certain Consulting Agreement, dated September 14, 2018, by and between Employee and the Company (which agreement is being
revised concurrently herewith to remove such entitlement and make certain other changes) and (iii) Employee’s execution and
non-revocation of this Agreement, Employee’s continued compliance with Employee’s post-termination obligations described
herein and in the Employment Letter, and the other promises contained herein, as well as in reliance of the promises and requirements
of Company, Employee will receive severance benefits consisting of the following:


 


(a)              
A lump-sum payment equal to $2,000,000, payable on the Effective Date (as defined below); and


 


(b)              
Employee was previously granted 1,103,263 restricted shares of common stock of the Company (the “Restricted
Shares”), subject to the terms and conditions of that certain Restricted Stock Award Agreement, dated as of September
14, 2018, by and between Employee and the Company (the “Restricted Stock Agreement”) and the KLX Energy
Services Holdings, Inc. Long-Term Incentive Plan (the “Plan”). As of the Separation Date, 275,815
of such Restricted Shares will have become vested in accordance with the terms and conditions of the Restricted Stock Agreement
and the Plan. In consideration for Employee’s execution and non-revocation of this Agreement, notwithstanding anything to
the contrary in the Award Agreement or Plan, on the Effective Date, the remaining 827,448 Restricted Shares (the “Accelerated
Shares”) will become fully vested and no longer be subject to cancellation pursuant to Section 4 of the Restricted
Stock Agreement or the transfer restrictions set forth in Section 5 of the Restricted Stock Agreement.


 






    


     


    

 


2.                 
Non-Released Claims.


 


(a)              
Employee Non-Released Claims. It is explicitly agreed, understood and intended that the general release of claims
provided for in this Agreement shall not include or constitute a waiver of the Company’s, its agents’, representatives
or designees’, obligations to Employee (i) that arise out of or from Employee’s severance payment and the treatment
of Employee’s Restricted Shares as provided above, (ii) that are specified in the Employment Letter as surviving the termination
of Employee’s employment, (iii) that arise out of or from respondeat superior principles, (iv) for claims for indemnification
and defense under any organizational documents, agreement, insurance policy, or at law or in equity concerning either the Company,
its subsidiaries, affiliates, directors, officers or employees, (v) concerning any deferred compensation plan, 401(k) plan, equity
plan or retirement plan, (vi) that arise out of or from Employee’s engagement by the Company as a consultant or Board member
after the Separation Date, including in connection with that certain Amended and Restated Consulting Agreement, by and between
the Company and Employee, dated April 19, 2020 and (vii) any claims not waivable under applicable law (collectively, the “Employee
Non-Released Company Claims”).


 


(b)              
Company Non-Released Claims. It is explicitly agreed, understood and intended that the general release of claims
provided for in this Agreement shall not include or constitute a waiver of (i) the Employee’s obligations to the Company
concerning the Company’s confidential information and proprietary rights that survive Employee’s termination of employment,
including those specified in that certain Proprietary Rights Agreement, dated as of September 14, 2018, by and between Employee
and the Company (the “Proprietary Rights Agreement”) (ii) any claim of the Company for fraud based on
willful and intentional acts or omissions of Employee, other than those taken in good faith and in a manner that Employee believed
to be in or not opposed to the interests of the Company, proximately causing a financial restatement by the Company, (iii) any
claims arising in connection with Employee’s engagement by the Company as a consultant or Board member after the Separation
Date, including in connection with that certain Amended and Restated Consulting Agreement, by and between the Company and Employee,
dated April 19, 2020 and (iv) any claims not waivable by the Company under applicable law (collectively, the “Company
Non-Released Employee Claims”).


 


3.                 
General Release in Favor of the Company. Employee, for himself and for his heirs, executors, administrators, trustees,
legal representatives and assigns (collectively, the “Releasers”), hereby forever releases and discharges
the Company, its Board of Directors, and any of its past, present, or future parent corporations, subsidiaries, divisions, affiliates,
officers, directors, agents, trustees, administrators, attorneys, employees, employee benefit and/or pension plans or funds (including
qualified and non-qualified plans or funds), successors and/or assigns, and any of its or their past, present or future parent
corporations, subsidiaries, divisions, affiliates, officers, directors, agents, trustees, administrators, attorneys, employees,
employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), successors and/or assigns
(whether acting as agents for the Company or in their individual capacities) (collectively, the “Releasees”)
from any and all claims, demands, causes of


 






    


     


    

 


action, and liabilities
of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state,
local, or otherwise), whether known or unknown, by reason of any act, omission, transaction or occurrence which Releasers
ever had, now have or hereafter can, shall or may have against Releasees up to and including the date of the execution of
this Agreement, except for the Employee Non-Released Company Claims. Without limiting the generality of the foregoing,
Releasers hereby release and discharge Releasees from:


 


(a)              
any and all claims for backpay, frontpay, minimum wages, overtime compensation, bonus payments, benefits, reimbursement
for expenses, or compensation of any kind (or the value thereof), and/or for liquidated damages or punitive damages (under any
applicable statute or at common law);


 


(b)              
any and all claims relating to Employee’s employment by the Company, the terms and conditions of such employment,
employee benefits related to Employee’s employment, the termination of Employee’s employment, and/or any of the events
relating directly or indirectly to or surrounding such termination; 


 


(c)              
any and all claims of discrimination, harassment, whistle blowing or retaliation in employment (whether based on federal,
state or local law, statutory or decisional), including without limitation, all claims under the Age Discrimination in Employment
Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil
Rights Act of 1991, the Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Equal Pay Act, the Fair Labor Standards
Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Florida Civil Rights Act of 1992, the Florida
Whistle-Blower Law (Fla. Stat. § 448.101 et seq.), the Florida Equal Pay Act, and waivable rights under the Florida Constitution;


 


(d)              
any and all claims under any contract, whether express or implied;


 


(e)              
any and all claims for unintentional or intentional torts, for emotional distress and for pain and suffering;


 


(f)               
any and all claims for violation of any statutory or administrative rules, regulations or codes;


 


(g)              
any and all claims for attorneys’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like;


 


which Releasers ever had, now have or hereafter
can, shall or may have against Releasees for, upon or by reason of any act, omission, transaction or occurrence up to and including
the date of the execution of this Agreement, except for the Employee Non-Released Company Claims.


 


4.                  General
Release in Favor of Employee. The Releasees, and each of them, hereby release Releasers, and each of them, from all
claims or causes of action whatsoever, known or unknown, including any and all claims of the common law of the State of
Florida, including but not limited to breach of contract (whether written or oral), promissory estoppel, defamation, unjust
enrichment, or claims for attorneys’ fees and


 






     


     


    

 


 


costs, and all claims which were alleged or could have been alleged
against the Employee which arose from the beginning of the world to the date of this Agreement, except for the Company
Non-Released Employee Claims.


 


5.                 
Non-Disparagement. The parties agree that they will not (a) disparage or encourage or induce others to disparage
the other party (including, without limitation, the Releasees and the Releasers), or (b) engage in any conduct or induce any other
person to engage in any conduct (including, without limitation, making any negative or derogatory statements or writings) that
is any way injurious to the reputation and interests of any party, Releasee or Releaser.


 


6.                 
Covenants not to Sue.


 


(a)              
Employee Covenant not to Sue. Employee represents and warrants that to date, he has not filed any lawsuit, action,
complaint or charge of any kind with any federal, state, or county court or administrative or public agency against the Company
or any other Releasee. Without in any way limiting the generality of the foregoing, Employee hereby covenants not to sue or to
assert, prosecute, or maintain, directly or indirectly, in any form, any claim or cause of action against any person or entity
being released pursuant to this Agreement with respect to any matter, cause, omission, act, or thing whatsoever, occurring in whole
or in part on or at any time prior to the date of this Agreement, except for the Employee Non-Released Company Claims. Employee
agrees that he will not seek or accept any award or settlement from any source or proceeding with respect to any claim or right
waived in this Agreement.


 


(b)              
Company Covenant not to Sue. The Company represents and warrants that to date, it has not filed any lawsuit, action,
complaint or charge of any kind with any federal, state, or county court or administrative or public agency against Employee or
any other Releaser. Without in any way limiting the generality of the foregoing, the Company hereby covenants not to sue or to
assert, prosecute, or maintain, directly or indirectly, in any form, any claim or cause of action against any person or entity
being released pursuant to this Agreement with respect to any matter, cause, omission, act, or thing whatsoever, occurring in
whole or in part on or at any time prior to the date of this Agreement, except for the Company Non-Released Employee Claims. The
Company agrees that it will not seek or accept any award or settlement from any source or proceeding with respect to any claim
or right waived in this Agreement. 





 


7.                 
No Admission. The making of this Agreement is not intended, and shall not be construed, as an admission that the
Company or any of the Releasees has violated any federal, state or local law (statutory or decisional), ordinance or regulation,
breached any contract, or committed any wrongdoing whatsoever.


 


8.                 
Effectiveness. This Agreement shall not become effective until the eighth day (“Effective Date”)
following the execution by the parties, following the Separation Date, of an acknowledgement (“Release Bring-Down”)
that the releases of claims provided for herein cover any claims (other than the Employee Non-Released Employee Claims and the
Company Non-Released Employee Claims) that arise following the date hereof and prior to the Separation Date (as well any such
claims arising prior to the date hereof). Employee may at any time prior to the eighth day following the date hereof 


 






     


     


    

 


 


revoke this Agreement, or prior to the Effective Date, revoke the Release Bring-Down, by giving
notice in writing of such revocation to:


 


KLX Energy Services Holdings, Inc.


1300 Corporate Center Way


Wellington, FL 33414


Attn: General Counsel


 


or via email with acknowledgement of receipt
to: jonathan.mann@klxenergy.com (attn: General Counsel, 1300 Corporate Center Way, Wellington, FL 33414). In the event
that Employee so revokes this Agreement or the Release Bring-Down, this Agreement, and the promises contained herein, shall automatically
be deemed null and void.


 


9.                 
Employee Acknowledgement. Employee acknowledges that he has been advised in writing to consult with an attorney before
signing this Agreement, and that Employee has been afforded the opportunity to consider the terms of this Agreement for twenty-one
(21) days prior to its execution. Employee acknowledges that, in the event that Employee and the Company do not execute this Agreement
on or prior to the twenty-second (22nd) day after the date of this Agreement, this Agreement shall become null and void.
Employee further acknowledges that he has read this Agreement in its entirety, that he fully understands all of its terms and their
significance, that he has signed it voluntarily and of Employee’s own free will, and that Employee intends to abide by its
provisions without exception.


 


10.             
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void
or unenforceable, such provision shall have no effect, however, the remaining provisions shall be enforced to the maximum extent
possible.


 


11.             
Entire Agreement. This Agreement, the Restricted Stock Agreement, the Proprietary Rights Agreement and the Employment
Letter, taken together, constitute the complete understanding between the parties and supersedes all such prior agreements between
the parties and may not be changed orally. Employee acknowledges that neither the Company nor any representative of the Company
has made any representation or promises to Employee other than as set forth herein or therein. No other promises or agreements
shall be binding unless in writing and signed by the parties.


 


12.             
General Provisions.


 


(a)              
Governing Law; Jurisdiction; Venue. This Agreement shall be enforced, governed and interpreted by the laws of the
State of Florida without regard to Florida’s conflict of laws principles. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled in a court of competent jurisdiction in the State of Florida in Palm
Beach County. Each party consents to the jurisdiction of such Florida court in any such civil action or legal proceeding and waives
any objection to the laying of venue in such Florida court.





 


(b)              
Prevailing Party. In the event of any litigation, dispute or contest arising from a breach of this Agreement, the
prevailing party shall be entitled to recover


  



     


     


    




 


from the non-prevailing party all reasonable costs incurred in connection with such
litigation, dispute or contest, including without limitation, reasonable attorneys’ fees, disbursement and costs, and experts’
fees and costs.


 


(c)              
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed as an original,
but all of which together shall constitute one and the same instrument.


 


(d)              
Binding Effect. This Agreement is binding upon, and shall inure to the benefit of, the parties, the Releasers and
the Releasees and their respective heirs, executors, administrators, successors and assigns.


 


(e)              
Interpretation. Should any provision of this Agreement require interpretation or construction, it is agreed by the
parties that the entity interpreting or construing this Agreement shall not apply a presumption that the provisions hereof shall
be more strictly construed against one party who prepared the Agreement, it being agreed that all parties have participated in
the preparation of all provisions of this Agreement.


 


(f)               
Defense of Trade Secrets Act. Notwithstanding anything to the contrary in this Agreement or otherwise, Employee understands
and acknowledges that the Company has informed Employee that an individual shall not be held criminally or civilly liable under
any federal or state trade secret law for (i) the disclosure of a trade secret that is made in confidence to a federal, state,
or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law
or (ii) the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding if
such filing is made under seal. Additionally, notwithstanding anything to the contrary in this Agreement or otherwise, Employee
understands and acknowledges that the Company has informed Employee that an individual who files a lawsuit for retaliation by an
employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the
trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and
does not disclose the trade secret, except pursuant to a court order.


 


(g)               Whistleblowing.
Nothing in this Agreement or any other agreement between Employee and the Company shall be interpreted to limit or interfere
with Employee’s right to report good faith suspected violations of law to applicable government agencies, including the
Equal Employment Opportunity Commission, National Labor Relation Board, the Occupational Safety and Health Administration,
the Securities and Exchange Commission or any other applicable federal, state or local governmental agency, in accordance
with the provisions of any “whistleblower” or similar provisions of local, state or federal law. Employee may
report such suspected violations of law, even if such action would require Employee to share the Company’s proprietary
information or trade secrets with the government agency, provided that any such information is protected to the maximum
extent permissible and any such information constituting trade secrets is filed only under seal in connection with any court
proceeding. Lastly, nothing in this Agreement or any other agreement between Employee and the Company will be interpreted to
prohibit Employee from collecting any financial


 






     


     


    

 


 


incentives in connection with making such reports or require Employee to
notify or obtain approval by the Company prior to making such reports to a government agency.


 


[Signature Page Follows]


 






    


     


    

 





IN WITNESS WHEREOF, the parties hereto
have executed and delivered this Separation Agreement and Mutual Release as of the date first written above.


 


	 	 	KLX ENERGY SERVICES HOLDINGS, INC. 
	 	 	 
	 	 	 
	 	 	By:	/s/ Thomas P. McCaffrey
	s/s Amin J. Khoury	 	 
	Amin J. Khoury	 	PRINT NAME: Thomas P. McCaffrey
	 	 	 
	 	 	TITLE: SVP & CFO
	 	 	 
	STATE OF FLORIDA	)	 
	 	 	 
	 	) ss.	 
	 	 	 
	COUNTY OF Palm Beach	)	 


 


I HEREBY CERTIFY, that
on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared
Amin J. Khoury, to me known to be the person described in and who executed the foregoing instrument, and acknowledged to and before
me that he/she executed the same. This individual is personally known to me or has produced a as identification and did take an
oath.


 


SWORN TO AND SUBSCRIBED before me this 19th
day of April , 2020.


 


	 	s/ Ann F. Trebby
	 	 
	 	Notary Public


My Commission Expires: