Document



Exhibit 10.1








CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE


This Confidential Separation Agreement and Release (“Agreement”) is  by  and between William John Walker (“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 July 25, 2016.
1.Separation Date.   Employee  separated  from  his/her  employment with the Company effective August 15, 2016 (“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 five hundred twelve thousand dollars ($512,000), which  is  equal  to  one  year  of  base  salary, and a lump sum payment of five hundred twelve thousand  dollars  ($512,000),  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 in Section 6(g) below has expired.
(b)    A  lump  sum  payment  of thirteen thousand two hundred seventy-two dollars ($13,272),  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)    The Company will provide  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 reimburse Employee for such expense, subject to the limits contained in the preceding sentence, provided  Employee shall be required to submit requests  for  reimbursement  to  the  Company  no  later than thirty  (30) days after  the  end  of  the  calendar   year  in  which  the  expenses  are  incurred  and  any  such  reimbursement shall be paid by the Company within thirty (30) days following the receipt of the reimbursement request,  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 


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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 August 14th, 2013 (the "2013 RSU Agreement"), and (ii) the Employee Restricted Stock Unit (RSU) Agreement dated February 23rd,  2015  (the  "2015 RSU Agreement"),  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) Agreement 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 23, 2016,  provided Employee complies with the provisions of this 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 


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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); 
(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;


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(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.  
(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 July 25, 2016.  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 Separation Date.


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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.    Protected Disclosures, 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 validity of this Agreement, with any governmental agency, 


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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, tubular sales, casing installation, completion installation, and 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 


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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 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 2013 RSU Agreement, the 2015 RSU  Agreement, and the Employee Restricted Stock Unit (RSU) Agreement 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 


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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 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 


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potential  business  opportunities potentially engaged in a Competing Business during for 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 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  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 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 


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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 employment, benefits, or termination of employment should be directed to Dan Allinger, Senior Vice President, Global Human Resources at 713-231-2545, dan.allinger@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 


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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.
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 Dan Allinger, Senior Vice President, Global Human Resources at 10260 Westheimer, Suite 700, Houston, TX 77042.  


AGREED AND ACCEPTED on this   5  day of August, 2016.


	
	
	/s/ William John Walker

	Employee Signature






	
	
	William John Walker

	Employee Printed Name














AGREED AND ACCEPTED on this   5  day of August, 2016.


	
	
	Frank's International, LLC






	
		
	By:
	/s/ Gary P. Luquette

	Printed Name:
	Gary P. Luquette

	Printed Title:
	President and CEO










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