Exhibit 10.16


 


EXECUTION COPY


 


April 19, 2020


 


Mr. Amin J. Khoury


c/o KLX Energy Services Holdings, Inc.


1300 Corporate Center Way,


 


Wellington, FL 33414


 


Amended and Restated Consulting Agreement


 


Dear Mr. Khoury:


 


This amended and restated
letter agreement (the “Agreement”) confirms the agreement between KLX Energy Services Holdings, Inc. (the “Company”)
and you to engage in a consulting arrangement and amends and restates that certain consulting letter agreement by and between you
and the Company, dated September 14, 2018.


 


		1.	Term. The term of your services pursuant to this Agreement shall commence on May 1, 2020
(the “Effective Date”) and terminate on the third anniversary of the Effective Date (the “Consulting
Period”).



 


		2.	Consulting Services.



 


		(a)	Services. Your services hereunder during the Consulting Period shall consist of strategic
planning, financial planning, merger and acquisition advice and consultation to the Company, as well as providing periodic advice
and consultation regarding key staffing and recruitment issues and such other services mutually agreed to by you and the Company
(the “Consulting Services”). At all times, the Consulting Services shall be non-exclusive and you shall only
be required to devote so much time as is reasonably necessary to discharge the Consulting Services.



 


		(b)	Expenses. Except to the extent equivalent benefits are provided by B/E Aerospace, Inc.,
KLX Inc. (or any of their respective successors), during the Consulting Period, the Company shall:



 


		(i)	provide you with an office at such location as is reasonably agreed by you and the Company;



 


		(ii)	provide you with a full time assistant to be selected by you;



 


		(iii)	provide you with the automobile benefit contemplated by your employment letter by and between you
and the Company, dated as of September 14, 2018 (the “Employment Letter”);



 


		(iv)	provide you with the travel benefits contemplated under the Employment Letter, other than the personal
and family usage of the Company’s aircraft pursuant to the Company’s Authorization and Limitation on Officer Travel
Policy, as in effect on September 2018 (it being understood that
you will continue to use the Company’s aircraft in connection with your duties hereunder); and



 









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		(v)	pay or reimburse you for reasonable out-of-pocket expenses incurred in connection with your performance
of the Consulting Services in accordance with past practices within thirty (30) days following submission of documentation and
substantiation of such expenses; provided, however, that (x) in no event may you seek to receive any reimbursement
less than thirty (30) days prior to the last day of the calendar year following the calendar year in which the related expense
was incurred, and (y) no amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any
other calendar year.



 


		3.	Nature of the Relationship. 



 


		(a)	Independent Contractor. You acknowledge that the Consulting Services shall be performed
in the capacity of an “independent contractor,” that you are solely responsible for determining your actions or inactions
in carrying out and performing the Consulting Services, and that nothing in this Agreement shall be construed to create an employment
relationship between you and the Company. You agree that, with respect to the Consulting Services provided hereunder, you are not
an employee of the Company for any purpose, including, without limitation: (i) for federal, state or local tax, employment, withholding
or reporting purposes; or (ii) for eligibility or entitlement to any benefit under any of the Company’s employee benefit
plans (including, without limitation, those plans that are subject to the Employee Retirement Income Security Act of 1974, as amended),
incentive compensation or other employee programs or policies, except as provided in this Agreement, the Employment Letter or as
otherwise required by applicable law.



 


		(b)	Code of Conduct. During the Consulting Period, you shall comply with the Company’s
Code of Business Conduct and its Delegations of Authority, each as in effect from time to time (as if you were a non-management
employee with respect to the Delegations of Authority policy).



 


		(c)	Payment of Taxes. You shall be responsible for and shall maintain adequate records of expenses
that you incur in the course of performing the Consulting Services hereunder and shall be solely responsible for and shall file,
on a timely basis, tax returns and payments required to be filed with or made to any federal, state or local tax authority with
respect to your performance of the Consulting Services. Neither federal, state, nor local income tax of any kind shall be withheld
or paid by the Company with respect to any amount paid to you pursuant to this Agreement. You agree that you are responsible for
withholding and paying all taxes as required.



 






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		(d)	Indemnification. To the fullest extent permitted under applicable laws, rules and regulations
and the Company’s applicable corporate governance documents, the Company agrees to defend, indemnify and hold you harmless
from any loss, liability, cost and expense (including, but not limited to, reasonable attorney’s fees) incurred by you as
a result of you being made a party to any action or proceedings by reason of your provision of the Consulting Services.



 


		4.	Consulting Fees. During the Consulting Period, you shall receive a consulting fee of ten
thousand dollars ($10,000) per month (the “Fees”), payable in monthly installments in arrears on the last day
of the month (pro-rated for partial months).



 


		5.	Amendment, Modification or Termination of Agreement. The Consulting Period may not be terminated
(except as provided in Section 7 hereof), and the terms and conditions of this Agreement cannot be amended, modified or terminated
without the prior written consent of both parties hereto.



 


		6.	Proprietary Rights Agreement. The restrictive covenant obligations set forth in the Proprietary
Rights Agreement attached as Exhibit B to the Employment Letter are incorporated herein by reference and shall have the same legal
force and effect as if fully set forth herein.



 


		7.	Effect of Death or Incapacity. In the event of the termination of the Consulting Period
and your services hereunder due to death or incapacity, you or your estate or designated beneficiary, as applicable, shall be entitled
to a lump sum payment equal to the total amount of Fees payable to you for the remainder of the Consulting Period. Such lump sum
payment shall be made within ten (10) business days following the date of termination.



 


		8.	Documents and Materials. Upon the termination of the Consulting Period, or at any other
time upon the Company’s request, you shall promptly deliver to the Company, without retaining any copies, all documents and
other materials furnished to you by the Company, prepared by you for the Company or otherwise relating to the Company’s business,
including, without limitation, all written and tangible material in your possession incorporating any “Proprietary Information”
(as defined in the Employment Agreement).



 


		9.	General Provisions.



 


		(a)	Entire Agreement. This Agreement and the Employment Letter (and the exhibits thereto) represent
the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between
you and the Company, including, without limitation, that certain consulting letter agreement by and between you and the Company,
dated September 14, 2018.



 


		(b)	Governing Law. This Agreement will be governed by and construed in accordance with the laws
of Florida, without giving effect to the conflicts of laws principles thereof.



 






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		(c)	Enforceability; Waiver. If any arbitrator or court of competent jurisdiction determines
that any provision of this Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect
on the other provisions of this Agreement, which shall remain valid, binding and enforceable and in full force and effect, and
such invalid or unenforceable provision shall be construed, blue-penciled or reformed by the court or arbitrator in a manner so
as to give the maximum valid and enforceable effect to the intent of the parties expressed in such provision. Your or the Company’s
failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert
any right that you or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement. Similarly, the waiver by any party hereto of a breach of any provision of this Agreement
by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.



 


		(d)	Headings. The descriptive headings in this Agreement are for convenience of reference only
and shall not affect in any way the meaning or interpretation of this Agreement.



 


		(e)	Counterparts. This Agreement may be executed in one or more counterparts, each of which
when executed shall be deemed an original but all of which together shall constitute one and the same agreement.



 


		(f)	Signatures. Each party’s signature on the lines below constitutes his or its agreement
with each provision contained in this Agreement.



 





[Signature Page Follows]


 



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IN WITNESS WHEREOF,
the parties hereto execute this Agreement as of the date first above written.


 


	EXECUTIVE	 	KLX ENERGY SERVICES HOLDINGS, INC.
	 	 	 	 
	/s/ Amin J. Khoury	 	By:	/s/ Thomas P. McCaffrey
	Amin J. Khoury	 	Name:	Thomas P. McCaffrey
	 	 	Title:	Senior Vice President and Chief
    Financial Officer


 





[SIGNATURE PAGE FOR AMIN KHOURY CONSULTING
AGREEMENT]