EX-10.14



 EXHIBIT 10.14 

EXECUTION VERSION 

EMPLOYMENT AGREEMENT 
 EMPLOYMENT
AGREEMENT (this “Agreement”), dated as of October 20, 2016, by and between Keane Group Holdings, LLC, a Delaware limited liability company (the “Company”), and Kevin M. McDonald, an individual resident of the State
of Texas (the “Executive”) (each, a “Party” and together, the “Parties”). 
 WHEREAS, the
Parties wish to establish the terms of the Executive’s employment with the Company following the Effective Date; and 
 WHEREAS, the
Company desires to employ the Executive under the terms and conditions specified herein, and the Executive is willing to be so employed by the Company. 

NOW, THEREFORE, in consideration of the mutual promises and conditions herein set forth, the parties hereto agree as follows: 

1. Employment and Acceptance; Effective Date. The Company shall employ the Executive, and the Executive shall accept such employment,
subject to the terms of this Agreement, commencing on November 7, 2016 (the “Effective Date”). 
 2. Term. Subject
to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Effective Date until the third anniversary of the Effective Date (the
“Initial Term”) and shall automatically renew for one (1) year intervals thereafter (each, an “Extended Term”) unless either Party shall have given written notice to the other at least ninety (90) days
prior to the end of the Initial Term or an Extended Term, as applicable, that it does not wish to extend the Term. As used in this Agreement, the “Term” shall refer to the period beginning on the Effective Date and ending on the
date the Executive’s employment terminates in accordance with this Section 2 or Section 5. In the event that the Executive’s employment with the Company terminates, the Company’s
obligation to continue to pay, after the date of termination, Base Salary (as defined below), Bonus (as defined below) and other unaccrued benefits shall terminate except as may be provided for in Section 5 below. 

3. Duties, Title and Location. 

3.1 Title. The Company shall employ the Executive to render exclusive and full-time services to the Company; provided, that the
Executive may, and it shall not be considered a violation of this Agreement for the Executive to, (a) engage in or serve such professional, civic, trade association, charitable, community, educational, religious or similar types of
organizations or speaking engagements, as the Executive may select; (b) subject to the prior approval of the Board of Managers of the Company (the “Board”), serve on the boards of directors or advisory committees of any
entities, or engage in other business activities; and (c) attend to the Executive’s personal matters and/or the Executive’s and/or his family’s personal finances, investments and business affairs, so long as such service or
activities described in clauses (a), (b) and (c) immediately preceding do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this








 
Agreement. The Executive shall serve in the capacity of Executive Vice President, General Counsel and Secretary and shall report to the Chief Executive Officer of the Company (the
“CEO”). 
 3.2 Duties. The Executive shall have such powers and duties as may from time to time be prescribed by the
CEO, provided that such duties are consistent with the Executive’s position with respect to the business of the Company. 
 3.3
Location. The Executive shall provide Executive’s services to the Company at the Company’s office in Houston, Texas; provided, however, that the Executive shall be expected to engage in reasonable business travel to
other locations in the performance of his duties. 
 4. Compensation and Benefits by the Company. As compensation for all services
rendered pursuant to this Agreement, the Company shall provide the Executive the following during the Term: 
 4.1 Base Salary. The
Company will pay to the Executive an annual base salary of $335,000, payable in accordance with the general payroll practices of the Company (“Base Salary”). The Base Salary will be subject to review at least annually by the Board
for increase, but not decrease. 
 4.2 Bonuses and Incentives. 

(a) Sign-on Bonus. The Executive shall receive a
sign-on bonus (the “Sign-on Bonus”) equal to $120,000, payable on the next regularly scheduled payroll date following the Effective Date. The Executive
will be required to repay a pro-rata portion of the Sign-on Bonus in the event of Executive’s termination for Cause or voluntary resignation without Good Reason
within 12 months of the Effective Date. 
 (b) Annual Bonus. The Executive shall receive an annual bonus (the
“Bonus”) in respect of each calendar year during the Term, targeted at seventy-five percent (75%) of annual Base Salary at the rate in effect at the end of the relevant calendar year (the “Target Bonus”), based on
the achievement of specific annual performance criteria established by the Compensation Committee of the Board (the “Compensation Committee”) in consultation with the Executive no later than ninety (90) days after the
commencement of the relevant bonus period. The Bonus will not be subject to any cap and may exceed the Target Bonus, based on the achievement of stretch goals to be determined by the Compensation Committee no later than ninety (90) days after
the commencement of the relevant bonus period. The Bonus awarded for a calendar year, if any, shall be payable as soon as practicable following the completion of the Company’s audited financial statements for the calendar year in which such
Bonus is earned but in no event later than March 15 of the calendar year following the calendar year in which such Bonus is earned. Notwithstanding anything above, Executive will receive a minimum guaranteed Bonus for the 2016 calendar year
equal to $130,000 minus the total amount of any bonuses that the Executive receives from any other employer in respect of the 2016 calendar year or fiscal year that commenced on or after January 1, 2016. 

(c) Long-Term Incentive. As soon as practicable following the Effective Date, the Executive shall receive an equity award in the form
of a profits interest granted under the terms of the Keane Management Holdings LLC Management Incentive Plan (“MIP”) and award agreement. From the management pool, the Executive shall receive 5,294.12 Series 2 Class B Units
representing an interest equal to 0.45% of the value of the Company above the base value at the Effective Date, subject to time-based vesting under the terms of the Award Agreement and MIP plan document. 

  
 - 2 - 








 4.3 Benefits. 

(a) Participation in Benefits Plans. During the Term, the Executive shall be entitled, if and to the extent eligible, to participate in
all of the applicable benefit plans and perquisite programs of the Company, which are available to other senior executives of the Company, on the same terms as such other senior executives; provided however, that the Executive shall be
eligible for five (5) weeks of vacation annually. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without the Executive’s consent if such
amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other senior executives of the Company. 

(b) Car Allowance. During the Term, the Executive will be provided with a car allowance of $1,700.00 per month, subject to the
Company’s policies regarding automobile use in effect from time to time. 
 4.4 Expense Reimbursement. The Executive shall be
entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time, subject to the Company’s
requirements with respect to reporting and documentation of such expenses. 
 5. Termination of Employment. 

5.1 By the Company for Cause, by the Executive without Good Reason, Non-Renewal by the Executive,
or Due to Executive’s Death or Disability. 
 (a) If during the Term: (i) the Company terminates the Executive’s
employment with the Company for Cause (as defined below) upon written notice from the Board; (ii) the Executive terminates employment without Good Reason upon sixty (60) days’ advance written notice; (iii) the Executive’s
employment terminates due to the Executive giving the Company written notice of his election not to renew the Term pursuant to Section 2 of this Agreement; or (iv) the Executive’s employment terminates due to the
Executive’s death or Disability, the Executive shall be entitled to receive the following in a lump sum within thirty (30) days following such termination, or as soon as practicable under the terms and conditions of the applicable plan:

 (A) the Executive’s accrued but unpaid Base Salary through the date of the Executive’s termination; 

  
 - 3 - 








 (B) any employee benefits that the Executive is entitled to receive upon termination pursuant to
the terms of any benefit, compensation, incentive, equity or fringe benefit plans of the Company (other than any severance plan) in accordance with the terms of the applicable plans; 

(C) the unpaid portion of the Bonus, if any, relating to any calendar year prior to the calendar year of the Executive’s termination,
payable in accordance with Section 4.2(b); 
 (D) expenses reimbursable under Section 4.4 incurred but not
yet reimbursed to the Executive as of the date of termination (such payments, rights and benefits referred to in clauses (A)-(D) of this Section 5.1(a) are collectively referred to hereinafter as the “Accrued Benefits”). 

(b) For purposes of this Agreement, “Cause” means, (a) the Executive’s indictment, conviction or plea of nolo
contendere for a felony or conviction or plea of nolo contendere of any crime involving dishonesty or theft; (b) the Executive’s conduct in connection with the Executive’s employment duties or responsibilities that is fraudulent,
unlawful or grossly negligent; (c) the Executive’s willful misconduct in the performance of his employment duties or responsibilities; (d) the Executive’s contravention of specific lawful directions related to a material duty or
responsibility which is directed to be undertaken from the Board; (e) the Executive’s material breach of the Executive’s obligations under this Agreement, including, but not limited to, breach of the Executive’s restrictive
covenants set forth in Section 6 hereof; (f) any acts of dishonesty by the Executive resulting or intending to result in personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates; or
(g) the Executive’s failure to comply with a material written policy of the Company, its subsidiaries or affiliates; provided, however, that none of the events described in clauses (d), (e) or (g) of this sentence shall
constitute Cause unless and until (x) the Board reasonably determines in good faith that a Cause event has occurred, (y) the Board notifies the Executive in writing describing in reasonable detail the event which constitutes Cause within
five (5) days of its occurrence, and (z) if the grounds for Cause are reasonably curable, the Executive fails to cure such event within five (5) days after the Executive’s receipt of such written notice. For purposes of clause
(c) of the prior sentence, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith or without a reasonable belief that the Executive’s action or omission was
in the best interests of the Company. 
 (c) For purposes of this Agreement, “Good Reason” means the occurrence, without
the Executive’s prior written consent, of any of the following events: (a) a material reduction in Executive’s Base Salary or Target Bonus, other than an “across the board” reduction for all Executives; (b) a material
diminution in the Executive’s authority, duties or responsibilities; (c) a relocation of the Executive’s principal place of employment to a location more than fifty (50) miles from its location as of the Effective Date;
(d) any material breach by the Company of its obligations under this Agreement, or (e) in connection with a Change of Control (as defined below), the failure of any successor to the Company or any acquiror of substantially all of the
business and assets of the Company to assume this Agreement pursuant to Section 8.7 herein. Any event will cease to constitute Good Reason unless Executive gives the Company notice of Executive’s intention to resign his position with the
Company within ninety 

  
 - 4 - 








 
(90) days after Executive’s knowledge of the occurrence of such event and describes in reasonable specificity the details of such breach, and the Company shall have thirty (30) days
from its receipt of such notice to cure any condition that constitutes Good Reason (such period, the “Cure Period”). For purposes of this Agreement, a “Change of Control” shall have the same meaning as provided under the
MIP. 
 (d) For purposes of this Agreement, “Disability” means that, as a result of a physical or mental injury or illness,
the Executive is unable to perform the essential functions of his job with or without reasonable accommodation for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) days in any one (1)-year period. 

5.2 By the Company Without Cause, Non-Renewal by the Company or by the Executive with Good
Reason. 
 (a) If during the Term, (i) the Company terminates the Executive’s employment without Cause (which may be done at
any time without prior notice), (ii) the Executive’s employment terminates due to the Company giving the Executive written notice of its election not to renew the Term pursuant to Section 2 of this Agreement or
(iii) during the Term, the Executive terminates employment with Good Reason, the Executive will be entitled to the Accrued Benefits, and, beginning on the 60th day after such termination of
employment, but only if Executive has executed and not revoked within the revocation period a valid and reasonable release agreement consistent with the terms of this Agreement prior to such date, the Executive shall also be entitled to: 

(A) a severance payment equal to twelve (12) months of the Executive’s Base Salary as in effect immediately prior to the date of
such termination (disregarding any reduction therein that may constitute Good Reason), payable in a lump sum on the sixtieth (60th) day following such termination of employment; provided
that, if the Executive terminates employment with Good Reason or the Company terminates the Executive’s employment without Cause, on or within twelve (12) months following a Change of Control that is consummated on or prior to
December 31, 2017, such severance payment shall instead be equal to $1,750,000, payable in a lump sum on the 60th (sixtieth) day following such termination of employment; and 

(B) reimbursement of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1986, as amended, for the Executive and his eligible family members, for a period equal to twelve (12) months following the date of termination of the Executive’s employment, to the extent the Executive elects such continuation
coverage and is eligible and subject to the terms of the applicable plan and applicable law. In the event the Company cannot provide all or any portion of the benefits under this Section 5.2(b) due to the terms of the applicable plan or
applicable law, the Company shall pay the Executive for the cost of premiums for health insurance. Notwithstanding the foregoing, benefits under this Section 5.2(b) shall cease when the Executive is covered under a group health plan
offered by a successor employer. 
 (b) The Company shall have no obligation to provide the benefits set forth in Section 5.2(a)
(other than the Accrued Benefits) in the event that the Executive has 

  
 - 5 - 








 
breached any of the provisions of Section 6. Payments pursuant to Section 5.2(a) that would otherwise have been owed to the Executive prior to the 60th day after termination of employment shall be made to the Executive on the 60th (sixtieth) day after such termination of employment. 

5.3 Removal from any Boards and Position. If the Executive’s employment terminates for any reason, the Executive shall be deemed
to resign (i) if a member, from the Board or the board of managers of any other Keane Companies (as defined below) or any other board to which he has been appointed or nominated by or on behalf of the Company, and (ii) from any position
with any of the Keane Companies. 
 For purposes of this Agreement, “Keane Companies” means the Company and all of its
subsidiaries, successors and assigns. 
 6. Restrictions and Obligations of the Executive. 

6.1 Confidentiality. (a) During the course of the Executive’s employment by the Company, the Executive will have access to
certain trade secrets and confidential information relating to the Company and affiliates (the “Protected Parties”) which is not readily available from sources outside the Company. The confidential and proprietary information and,
in any material respect, trade secrets of the Protected Parties are among their most valuable assets, including, but not limited to, their customer, supplier and vendor lists, databases, competitive strategies, computer programs, frameworks, or
models, their marketing programs, their sales, financial, marketing, training and technical information, and any other information, whether communicated orally, electronically, in writing or in other tangible forms concerning how the Protected
Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their drilling and hydraulic fracturing services and other businesses. The Protected Parties invested, and continue to
invest, considerable amounts of time and money in their process, technology, know-how, obtaining and developing the goodwill of their customers, their other external relationships, their data systems and data
bases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm
the Protected Parties. The Executive acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Protected Parties. The Executive shall hold in a fiduciary capacity for the benefit of
the Protected Parties all Confidential Information relating to the Protected Parties and their businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company and which shall not be or become public
knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). The Executive shall not, during the period the Executive is employed by the Company or at any time thereafter, disclose any
Confidential Information, directly or indirectly, to any person or entity for any reason or purpose whatsoever, nor shall the Executive use it in any way, except (i) in the course of the Executive’s employment with, and for the benefit of,
the Protected Parties, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which the Executive is a party, provided that such disclosure is relevant to the enforcement of such rights or
defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of any of the Keane Companies or
by any administrative or legislative body (including 

  
 - 6 - 








 
a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such information, provided that the Executive shall give prompt written notice to the
Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that becomes generally
known to the public or trade without his violation of this Section 6.1(a) or (v) to the Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance the
Executive’s tax, financial and other personal planning (each, an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of
this Section 6.1(a) by the Executive. The Executive shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive understands and agrees that
the Executive shall acquire no rights to any such Confidential Information. Nothing in this Section 6.1(a) is to be construed as restricting in any way the right of the Executive to engage in the practice of law following the date of
termination of the Executive’s employment. 
 (b) All files, records, documents, drawings, specifications, data, computer programs,
evaluation mechanisms and analytics and similar items relating thereto or to the business engaged in by the Keane Companies (the “Business”), as well as all customer lists, specific customer information, compilations of product
research and marketing techniques of any of the Keane Companies, whether prepared by the Executive or otherwise coming into the Executive’s possession, shall remain the exclusive property of the Keane Companies. 

(c) It is understood that while employed by the Company, the Executive will promptly disclose to it, and assign to it the Executive’s
interest in any invention, improvement or discovery made or conceived by the Executive, either alone or jointly with others, which arises out of the Executive’s employment. At the Company’s request, the Executive will assist any of the
Keane Companies during the period of the Executive’s employment by the Company and thereafter (but subject to reasonable notice and taking into account the Executive’s schedule) in connection with any controversy or legal proceeding
relating to such invention, improvement or discovery and in obtaining domestic and foreign patent or other protection covering the same, subject to Section 6.2(b). 

6.2 Cooperation. (a) During the Term and thereafter, the Executive shall cooperate fully with any investigation or inquiry by the
Company or any governmental or regulatory agency or body that relates to the Company or its subsidiaries’ or affiliates’ operations during the Term. 

(b) To the extent that, following the date of termination of the Executive’s employment, (i) the Company requests the
Executive’s assistance pursuant to Section 6.1(c), and/or (ii) the Executive’s cooperation is requested pursuant to Section 6.2(a), then (x) the Company shall make reasonable efforts to minimize disruption of the
Executive’s other activities, (y) the Company shall reimburse the Executive for all reasonable expenses incurred in connection with such cooperation, and (z) to the extent that more than incidental cooperation is required, the Company
shall compensate the Executive at an hourly rate based on the Executive’s Base Salary as in effect immediately prior to the date of termination of the Executive’s employment. 

  
 - 7 - 








 6.3 Non-Solicitation or Hire. During the Term and
for a period of six (6) months following the Executive’s termination of employment for any reason, the Executive shall not (a) directly or indirectly solicit, attempt to solicit or induce (x) any party who is a customer of any of
the Keane Companies, who was a customer of any of the Keane Companies at any time during the twelve (12)-month period immediately prior to the date the Executive’s employment terminates or who was a prospective customer that has been identified
and targeted by the Keane Companies immediately prior to the date the Executive’s employment terminates, for the purpose of marketing, selling or providing to any such party any services or products offered by or available from any of the Keane
Companies on the date the Executive’s employment terminates, or (y) any supplier or prospective supplier to any of the Keane Companies to terminate, reduce or alter negatively its relationship with any of the Keane Companies or in any
manner interfere with any agreement or contract between any of the Keane Companies and such supplier or (b) hire any employee of any of the Keane Companies (a “Current Employee”) or any person who was an employee of any of the
Keane Companies during the twelve (12)-month period immediately prior to the date the Executive’s employment terminates (a “Former Employee”) or directly or indirectly solicit or induce a Current or Former Employee to terminate
such employee’s employment relationship with any of the Keane Companies in order, in either case, to enter into a similar relationship with the Executive, or any other person or any entity; provided, however, that it shall not be
a violation of the covenants set forth in clause (b) of this sentence for the Executive to make good faith, generalized solicitations for employees (not specifically targeted at Current Employees or Former Employees) through advertisements or
search firms. 
 6.4 Non-Competition: During the Term and for a period of six (6) months
following the Executive’s termination of employment for any reason (“Restricted Period”), except to the extent that the Executive engages in the practice of law during the Restricted Period, the Executive shall not, without the
company’s prior written consent, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of any of the Keane Companies,
organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services (other than the practice of law) for (alone or in association with any
person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted
by any of the Keane Companies, or any business of which the Keane Companies has specific plans to engage in, on the date of the Executive’s termination of employment (the “Business”). Notwithstanding the foregoing, nothing in
this Agreement shall prevent the Executive from (x) owning for passive investment purposes not intended to circumvent this Agreement, less than one percent (1%) of the publicly traded common equity securities of any company engaged in the
Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or
similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership) or (y) restrict in any way the right of the
Executive to engage in the practice of law during the Restricted Period. 

  
 - 8 - 








 6.5 Property. The Executive acknowledges that all originals and copies of materials,
records and documents generated by him or coming into his possession during his employment by the Company (prior to or during the Term) are the sole property of the Company (“Company Property”). During the Term, and at all times
thereafter, the Executive shall not remove, or cause to be removed, from the premises of the Company, copies of any record, file, memorandum, document, computer-related information or equipment, or any other item relating to the business of the
Company, except in furtherance of his duties under the Agreement. When the Executive’s employment with the Company terminates, or upon request of the Company at any time, the Executive shall promptly deliver to the Company all copies of Company
Property in his possession or control. 
 6.6 Nondisparagement. The Executive agrees that he will not, during the duration of the
Term and at any time thereafter, publish or communicate to any person or entity any Disparaging (as defined below) remarks, comments or statements concerning the Keane Companies or Cerberus Capital Management, L.P. The Company agrees that it will
not, during the duration of the Term and at any time thereafter, publish or communicate to any person or entity any Disparaging remarks, comments or statements concerning the Executive. “Disparaging” remarks, comments or statements
are those that are intended to impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of the business of the individual or entity being disparaged. Notwithstanding the
foregoing, nothing in this Agreement shall be construed to preclude truthful disclosures in response to lawful process as required by applicable law, regulation, or order or directive of a court, governmental agency or regulatory organization. 

7. Remedies; Specific Performance. The Parties acknowledge and agree that the Executive’s breach or threatened breach of any of
the restrictions set forth in Section 6 will result in irreparable and continuing damage to the Protected Parties for which there may be no adequate remedy at law and that the Protected Parties shall be entitled to seek
equitable relief, including specific performance and injunctive relief as remedies for any such breach or threatened or attempted breach, without requiring the posting of a bond. The Executive hereby consents to the grant of an injunction (temporary
or otherwise) against the Executive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, or directing him to comply with any provision of Section 6. The Executive also
agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Protected Parties against him for such breaches or threatened or attempted breaches. In addition, without limiting the Protected
Parties’ remedies for any breach of any restriction on the Executive set forth in Section 6, except as required by law, in the event a court of competent jurisdiction determines that the Executive has breached the
covenants applicable to the Executive contained in Section 6, the Executive will immediately return to the Protected Parties any payments previously paid to the Executive pursuant to Section 5.2
(other than the Accrued Benefits), and the Protected Parties will have no obligation to pay any of the amounts that remain payable by the Company under Section 5.2 (other than the Accrued Benefits). 

8. Other Provisions. 

8.1 Directors’ and Officers’ Insurance. During the Term and thereafter, the Company shall provide the Executive with coverage
under its current directors’ and officers’ liability policy that is no less favorable in any respect than the coverage then provided to any other similarly-situated executive or former executive of the Company. 

  
 - 9 - 








 8.2 Notices. Any notice or other communication required or which may be given hereunder
shall be in writing and shall be delivered personally, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid or overnight mail and shall be deemed given when so delivered personally, or sent by facsimile
transmission or, if mailed, four (4) business days after the date of mailing or one (1) business day after overnight mail, as follows: 

(a) If the Company, to: 
 Keane
Group Holdings, LLC 
 Address: 2121 Sage Rd, Suite 370 

Houston, TX 77056 
 Fax: 1-888-804-2241 

Attention: James Stewart 
 With
copies to: 
 Schulte Roth & Zabel LLP 

919 Third Avenue 
 New York, NY
10022 
 Attention: Stuart D. Freedman 

Telephone: (212) 756-2000 

Fax: (212) 593-5955 

and 
 Cerberus Capital
Management, L.P. 
 875 Third Avenue 

New York, NY 10022 
 Attention:
Mark Neporent 
    Lisa Gray 

Telephone: (212) 891-2100 

Fax: (212) 891-1540 

(b) If the Executive, to the Executive’s home address reflected in the Company’s records. 

8.3 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto. 
 8.4 Representations and Warranties. The Executive
represents and warrants that he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which could arguably, in any way, preclude, inhibit, impair or limit the
Executive’s ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or
confidentiality agreements. 

  
 - 10 - 








 8.5 Waiver and Amendments. This Agreement may be amended, modified, superseded, canceled,
renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further
exercise thereof or the exercise of any other right, power or privilege hereunder. 
 8.6 Governing Law, Dispute Resolution and
Venue. 
 (a) This Agreement shall be governed and construed in accordance with the laws of New York applicable to agreements made and
not to be performed entirely within such state, without regard to conflicts of laws principles, unless superseded by federal law. 
 (b) The
Parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in Delaware, for the purposes of any suit, action or other proceeding brought by any party
arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the
jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such
courts. IN ADDITION, THE PARTIES AGREE TO WAIVE TRIAL BY JURY. 
 8.7 Assignability by the Company and the Executive. This
Agreement, and the rights and obligations hereunder, may not be assigned by the Company or the Executive without written consent signed by the other party; provided that the Company shall cause this Agreement to be assumed by any successor
that continues the business of the Company, including any person or entity that acquires all or substantially all of the assets of the Company. 

8.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument. 
 8.9 Headings, Sections. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning of terms contained herein. References to “Sections” are to Sections of this Agreement unless otherwise specified. 

8.10 Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder
of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated. The Executive acknowledges that the restrictive covenants contained in
Section 6 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects. 

  
 - 11 - 








 8.11 Judicial Modification. If any court determines that any of the covenants in
Section 6, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If
any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall reduce such scope to the minimum extent necessary to make such
covenants valid and enforceable. 
 8.12 Tax Withholding. The Company or other payor is authorized to withhold from any benefit
provided or payment due hereunder the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all
obligations for the payment of such withholding taxes. 
 8.13 Section 409A. (a) The intent of the parties is that payments and
benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and
administered to be in compliance with Code Section 409A. Any term used in this Agreement which is defined in Code Section 409A or the regulations promulgated thereunder (the “Regulations”) shall have the meaning set forth therein
unless otherwise specifically defined herein. Any obligations under this Agreement that arise in connection with Executive’s “termination of employment,” “termination” or other similar references shall only be triggered if
the termination of employment or termination qualifies as a “separation from service” within the meaning of §1.409A-1(h) of the Regulations. 

(b) Notwithstanding any other provision of this Agreement, if at the time of the termination of the Executive’s employment, the Executive
is a “specified employee,” as defined in Section 409A or the Regulations, and any payments upon such termination under this Agreement hereof will result in additional tax or interest to the Executive under Code Section 409A, he will not be
entitled to receive such payments until the date which is the earlier of (i) six (6) months and one day after such separation from service and (ii) the date of the Executive’s death (the “Delay Period”). Upon the
expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 8.13(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to
the Executive in a lump-sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 

(c) If any expense reimbursement or in-kind benefit provided to the Executive under this Agreement is
determined to be “deferred compensation” within the meaning of Section 409A, then such reimbursement or in-kind benefit shall be made or provided in accordance with the requirements of Code Section
409A, including that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than December 31 of the year following the year during which the applicable fees,


  
 - 12 - 








 
expenses or other amounts were incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to
pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other
calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to
the period the arrangement is in effect; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other
benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer,
through the tenth (10th) anniversary of the Effective Date). 
 (d) For purposes of Code Section 409A, the Executive’s right to receive
any installment payments shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be
made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may the Executive, directly or indirectly, designate
the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A. 
 (e) In
addition, if any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would subject the Executive to any additional tax or interest under Code Section 409A, then the Company shall, after consulting
with and receiving the approval of the Executive, reform such provision in a manner intended to avoid the incurrence by the Executive of any such additional tax or interest; provided that the Company shall maintain, to the maximum extent
practicable, the original intent of the applicable provision without subjecting the Executive to such additional tax or interest. 
 8.14
Protected Rights. 
 (a) The Executive understands that this Agreement does not limit the Executive’s ability to communicate
with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission
(“Government Agencies”), including to report possible violations of federal law or regulation or making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or otherwise participate
in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. 

(b) Executive shall not be criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that
(A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or
(B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 

  
 - 13 - 








 8.15 No Mitigation; No Set-Off. In the event of
any termination of the Executive’s employment, he shall be under no obligation to seek other employment or take any other action by way of mitigation of the amounts payable, or benefits provided, to the Executive under any of the provisions of
this Agreement. The Company’s obligation to make the payments, and provide the benefits, provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by (i) any
set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against the Executive or others, or (ii) except as provided in Section 5.2(a)(B), any
remuneration or benefits attributable to any subsequent employment with an unrelated person, or any self-employment, that the Executive may obtain. Any amounts due under Section 5.2 are considered reasonable by the Company
and are not in the nature of a penalty. 
 IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this
Agreement as of the day and year first above mentioned. 
  

			
	EXECUTIVE:
	
	 /s/ KEVIN M. MCDONALD

	Name:	 	Kevin M. McDonald
	
	THE COMPANY:
	
	Keane Group Holdings, LLC
		
	By:	 	 /s/ JAMES C. STEWART

	Name:	 	James C. Stewart
	Title:	 	Chairman and Chief Executive Officer



  
 - 14 -