Exhibit








EXHIBIT 10.3
	
	
	




December 13, 2016


Bruce C. Smith
Newpark Resources, Inc.
Executive Vice President and 
      President of Fluids Systems
9320 Lakeside Boulevard, Suite 100
The Woodlands, TX 77381
Re: Extension of salary reduction
Dear Bruce:
This letter sets forth the terms of our agreement relating to the extension of the 10% reduction of your annualized Base Salary and the corresponding adjustment to your incentive compensation under the 2010 Annual Cash Incentive Plan (the “ACIP”) as set forth in the Amendment to the Employment Agreement, dated February 16, 2016 (the “Amendment”), between you and Newpark Resources, Inc. (“Company”). Capitalized terms not defined herein shall have the same meanings ascribed to them in the Amendment, the Employment Agreement, dated April 20, 2007, between you and the Company (the “Employment Agreement”) and the Change in Control Agreement, dated January 7, 2008, between you and the Company (the “Change in Control Agreement”). The terms of our agreement with regard to the extension are as follows: 
		
	1.
	The 10% reduction to your annualized Base Salary as set forth in the Amendment will continue in effect through March 31, 2017. 


		
	2.
	Beginning March 1, 2016, your annualized Base Salary will be Three Hundred Seventy-Four Thousand Four Hundred Dollars and No Cents ($374,400.00).


		
	3.
	Your Base Salary for purposes of calculating payments under the ACIP will likewise be adjusted through March 31, 2017 to reflect this 10% reduction in your annualized Base Salary. 


		
	4.
	If your employment is terminated prior to March 31, 2017 pursuant to Section 2.3 of the Employment Agreement, your “lump sum payment” will be calculated based upon your $416,000.00 annualized Base Salary and not on your “current annual Base Salary” of $374,400.00.


		
	5.
	If your employment is terminated prior to March 31, 2017 pursuant to Section 2.2 of the Change in Control Agreement as a result of a Change in Control (as defined therein) or a Potential Change in Control (as defined therein), your Termination Benefit will be 




	
	
	Newpark Resources, Inc. ñ 9320 Lakeside Blvd, Suite 100, The Woodlands, Texas 77381 ñ (281) 362-6800 ñ FAX (281) 362-6801











calculated based upon your $416,000.00 annualized Base Salary and not on your base salary at the time of termination of $374,400.00.
		
	6.
	This 10% reduction in your annualized Base Salary and the corresponding adjustment to your incentive compensation under the ACIP do not constitute “Good Reason” for termination by you for any purpose under the Employment Agreement, including, without limitation, Section 2.1 and Section 2.3 for termination by you, as defined in Section 2.3 and 3.10(b) of the Employment Agreement, or a termination by the Company. 


Except for the foregoing modifications, the Amendment and the Employment Agreement will remain in full force and effect in accordance with its terms. 


	
		
	 
	Sincerely,

	 
	 

	 
	Newpark Resources, Inc.

	 
	 

	By:
	/s/ Paul L. Howes

	Name:
	Paul L. Howes

	Title:
	President and CEO




            


Agreed to and accepted this 13th day of December, 2016.
	
	
	/s/ Bruce C. Smith

	Bruce C. Smith










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