EX-10.10



 Exhibit 10.10 
  





 
 December 11, 2017 

Campbell Jones 
 35A Indian Harbor Drive 

Greenwich, CT 06830 
 Dear Campbell Jones, 

As you are aware, Unimin Corporation (“Company”) is considering a potential merger transaction, also known as “Project
Bison”. We appreciate the contribution you are making towards the successful completion of Project Bison. In recognition of your contribution and important ongoing role we are pleased to confirm your participation in the Project Bison
Completion Bonus Program which is described in this document. We also take this opportunity to thank you for your efforts and look forward to continuing to work with you on this important project. 

Project Bison Completion Bonus Program 

The Company is offering you a bonus (“Bonus”) as additional compensation if all of the conditions below are met: 

 

	 	1.	You must remain continuously employed on a regular full-time basis by the Company, or any entity owned or controlled by the Company, or owned or controlled by a parent of the Company or subsidiary of such parent from
the date of this letter through December 31, 2018 (the “Bonus Period”). 

  

	 	2.	 You must not voluntarily resign your employment other than for “Good Reason” (as that term is defined
in the severance conditions letter agreement provided to you together with this letter agreement) or be involuntarily terminated for “Cause” from that full-time employment for any reason during the Bonus Period. For purposes of this letter
agreement, Cause is defined to be: (a) your material, intentional refusal or willful failure to perform your stated duties, or to carry out the reasonable instructions of the Chief Executive Officer or the Board of Directors or their designees,
and your failure to cure such refusal or failure to perform within ten (10) business days following written notice of such failure to you from the Chief Executive Officer; (b) your commission of a material act of fraud, embezzlement or
dishonesty against the Company; (c) your conviction of, guilty plea or nolo contendere plea to a felony (other than motor vehicle offenses the effect of which do not impair your performance of your employment duties); (d) your gross misconduct
in connection with the performance of your duties; (e) your knowing and willful improper disclosure of confidential information or violation of material Company policy or the Company’s Code of Sustainable Conduct; (f) breach of your
fiduciary duty to the Company; (g) your willful failure to cooperate in any investigation or 



  
 



 









	 	 
formal proceeding or investigation by a governmental authority, or (h) your being found liable in a Securities and Exchange Commission enforcement action. 



 

	 	3.	The transaction known as “Project Bison” must be consummated and the Transaction Closing Date (defined as the date on which “Project Bison” closes) must occur during the Bonus Period.


 If the conditions set forth above are met, the Company will pay you a Bonus in the amount of four hundred fifty thousand
Australian dollars (A$450,000.00), less applicable taxes. Such Bonus shall be payable in a lump sum not later than December 31, 2018, provided, however, that if your employment is involuntarily terminated for any reason related to Project Bison
other than for Cause, or if you resign for Good Reason at any time after the Transaction Closing Date but prior to December 31, 2018, the Bonus will be paid to you upon termination from employment. This bonus payment will not be subject to the
Australian superannuation guarantee. 
 It is expressly understood that nothing in this letter shall in any way be interpreted or construed
to modify or alter the employment relationship which now exists between you and Unimin. If your employment is involuntarily terminated for Cause, you will not be entitled to receive the Bonus or any portion thereof. If your employment is
involuntarily terminated for any reason other than for Cause as defined above, you will be entitled to receive the full amount of the Bonus. 
  

									
	UNIMIN CORPORATION	 		 		 		 	
		 		 	By:	 	 /s/ Jennifer Fox
	 	
		 		 		 	  
	 	
		 		 		 	Jennifer Fox	 	
		 		 		 	VP of Human Resources	 	
					
		 		 		 	SCR SIBELCO NV	 	
					
		 		 	By:	 	 /s/ Phil Dibley
	 	
		 		 		 	Phil Dibley	 	

 Agreed and Accepted: 
  

					
	 /s/ Campbell Jones
	 		  	Date: 12/15/2017
	Campbell Jones