EX-10.1



 Exhibit 10.1 
  





 
 September 29, 2013 

(VIA E-MAIL) 
 Mr. J. Michael Stice 

Dear Mike, 
 On behalf of U.S. Silica Holdings, Inc. (the
“Company”), I am pleased to invite you to become a member of the Company’s Board of Directors (the “Board”). We believe that your skills, expertise and knowledge will prove very helpful to the Company and our shareholders as
we strive to deliver best in class returns while balancing the needs of all our stakeholders. In addition to your normal Board duties, we invite you to also serve as a member of the Compensation Committee of the Board. 

In connection with your service as a director, you will be eligible for equity grants under the Company’s 2011 Incentive Compensation Plan. Upon the
commencement of your service on the Board, you will receive an annual grant of restricted stock units with a fair market value of $90,000, pro-rated to reflect the time you will serve on the Board between the date of your execution of this letter
and the vesting of the award on March 14, 2014. The number of restricted stock units to be granted to you will be determined by dividing the pro-rated value of the grant by the average closing price of a share of the Company’s common stock
on the New York Stock Exchange over the thirty (30) trading days immediately preceding the grant date. Future annual equity grants will be determined by the Board based on the recommendation of the Compensation and Governance Committee of the
Board. In addition to equity compensation, you will be entitled to receive cash compensation of (1) an Annual Retainer of $60,000, payable in quarterly installments, for your service as a director, and (2) an Annual Retainer of $10,000,
payable in quarterly installments, for your service as a member of the Compensation Committee. You will be reimbursed for reasonable out-of-pocket expenses incurred in connection with your services to the Company in accordance with the
Company’s established policies. Further, you will be covered by the Company’s D&O insurance and given an opportunity to execute the Company’s standard director indemnification agreement. 

The Board and its committees will meet at least quarterly. It is our expectation that you will participate in those meetings in person to the extent possible.
We also ask that you make yourself available to participate in various telephonic meetings from time to time. 
 Your services on the Board will be in
accordance with, and subject to, the Company’s Bylaws and Certificate of Incorporation, as such may be amended from time to time. By accepting this offer, you represent to us that (1) you do not know of any conflict that would
restrict you from becoming a director of the Company and (2) you will not provide the Company with any documents, records or other confidential information belonging to any other parties. 

To accept this offer, please sign below and return the fully executed letter to us. You should keep one copy of this letter for your own records. This letter
sets forth the terms of your service with the Company and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by a duly authorized
representative of the Company and by you. 

  
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	J. Michael Stice	 	9/29/2013

 I look forward to receiving your acceptance and I am very excited to have you join our Board. Our next meeting is on
October 24th in New York City. 
  

	
	 Sincerely,
  

U.S. Silica Holdings, Inc.

	
	/s/ Bryan Shinn
	 Bryan Shinn
 Chief Executive
Officer



  

	
	 Accepted and agreed to this 8th day of
 October,
2013

	
	/s/ J. Michael Stice
	J. Michael Stice

  

	cc:	Charles Shaver, Chairman of the Board 


	    	Bryan A. Shinn, President & C. E. O. 


	    	Christine Marshall, Vice-President and General Counsel 


	    	David D. Murry, Vice-President, Talent Management 


	    	James I. Manion, Deputy General Counsel 


	    	Sean Klein, Chief Compliance Officer 


  
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