exv10w2






Exhibit 10.2




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), entered into as of May
10, 2006, amended as of January 1, 2008, and amended and restated as of October 31, 2008, by and
between Gary Kolstad, residing at 1826 Cottonwood Valley Circle North, Irving, Texas 75038 (the
“Executive”), and CARBO Ceramics Inc., a Delaware corporation (the “Company”).



WITNESSETH




     WHEREAS, the Company wishes to employ the Executive as President and Chief Executive Officer
of the Company and the Executive wishes to serve the Company in such capacity.



     NOW, THEREFORE, in consideration of the conditions and covenants set forth herein, it is
agreed as follows:



     1. Employment, Duties and Agreements.



     (a) The Company hereby employs the Executive, and the Executive hereby agrees to be employed
by the Company during the Term, as the Company’s President and Chief Executive Officer on the terms
and conditions set forth herein, “Term” shall mean the period commencing on June 1, 2006
(the “Effective Date”) and ending on December 31, 2007; provided, that the Term
shall be extended automatically for successive one-year periods, at the rate of Base Salary and on
other terms then in effect pursuant to this Agreement, unless written notice of an election not to
extend is given by either party to the other at least ninety (90) days prior to the date the Term
would then otherwise expire absent its extension; provided, that the Term may be terminated
prior to its scheduled expiration date in accordance with Section 3 hereof. Upon any expiration of
the Term, the Executive’s employment with the Company shall be at will.



     (b) The Executive shall have such responsibilities and duties as the Board of Directors of the
Company (the “Board”) may from time to time reasonably determine consistent with the
Executive’s position as President and Chief Executive Officer of the Company. In rendering his
services hereunder, the Executive shall be subject to, and shall act in accordance with, all
reasonable instructions and directions of the Board and all applicable policies and rules thereof.
The Executive shall devote the Executive’s full working time to the performance of the Executive’s
responsibilities and duties hereunder. During the Term, the Executive will not, without the prior
written consent of the Board, render services, whether or not compensated, to any other person or
entity as an employee, independent contractor, director or otherwise; provided,
however, that nothing herein shall restrict the Executive from rendering services to
not-for-profit organizations, including, without limitation, any country club of which he is a
member, or managing the Executive’s personal investments during the Executive’s non-working time.



     (c) During the Term, the Executive will not engage in any other business affiliation with
respect to any entity, including, without limitation, the establishment of a proprietorship or the
participation in a partnership or joint venture, or acquire any equity interest in any entity
(other than the Company) if (i) such engagement or ownership would interfere with the full-time
performance of his responsibilities and duties hereunder or (ii) such entity is engaged in the
business of production, supply or distribution of proppants used in the hydraulic fracturing of
natural gas and oil wells or in the provision of fracture or reservoir diagnostic services. The
Executive represents and warrants that, as of the Effective Date, the Executive will not be engaged
in any such business affiliation and will not own any such equity interests.



     2. Compensation. During the Term, the Executive shall be entitled to the following
compensation.



     (a) Effective as of January 1, 2008, the Company shall pay the Executive a base salary at the
rate of $500,000 per annum, payable in accordance with the Company’s normal payroll practices
(“Base Salary”). The Board shall have the right to review the Executive’s performance and
compensation from time to time and may, in its sole discretion, increase his Base Salary based on
such factors as the Board deems appropriate.



 









 





     (b) The Executive will be paid an incentive bonus with respect to each fiscal year during the
Term equal to the sum of (i) 0.5% of the Company’s earnings before interest income and expense and
taxes for such fiscal year (“EBIT”) up to $75,000,000, plus (ii) 1.0% of EBIT in excess of
$75,000,000 (“Incentive Bonus”); provided, that with respect to the 2006 fiscal
year, Executive’s Incentive Bonus shall be equal to the 2006 fiscal year Incentive Bonus to which
Executive would otherwise be entitled pursuant to this Section 2(b) multiplied by a fraction, the
numerator of which is the number of days in the period commencing on the Effective Date and ending
on the last day of the 2006 fiscal year (inclusive) and the denominator of which is 365. Any such
Incentive Bonus shall be paid to the Executive as soon as practicable and in any event no later
than the earlier of (i) thirty (30) days after the completion of the audited financial statements
and determination of EBIT (the “EBIT Determination Date”) for such fiscal year and (ii) two and one
half (2 1/2) months following the end of such fiscal year.



     (c) On the Effective Date, the Company shall grant to the Employee, under the 2004 CARBO
Ceramics Inc. Long-Term Incentive Plan (the “Plan”), 20,000 restricted shares of common stock of
the Company (the “Restricted Stock”). The grant of the Restricted Stock shall be subject to the
terms and conditions of the Plan and the Executive’s Officer Restricted Stock Award Agreement (the
form of which is attached hereto as Appendix A).



     (d) The Executive shall be entitled to four (4) weeks of paid vacation during each calendar
year of the Term in accordance with the Company’s standard vacation policy and practices. The
Executive shall take vacations only at such times as are consistent with reasonable business needs
of the Company.



     (e) The Company shall reimburse the Executive for all reasonable, ordinary and necessary
expenses incurred by the Executive in the performance of the Executive’s duties hereunder,
provided that the Executive accounts to the Company for such expenses in a manner
reasonably prescribed by the Company.



     (f) The Executive shall be entitled to such benefits and perquisites as are generally made
available to senior executive officers of the Company, provided that the Executive shall
not be eligible to participate in the Company’s Incentive Compensation Plan.



     3. Early Termination of the Term. The Term shall terminate prior to its scheduled
expiration date upon the occurrence of any of the following events.



     (a) The Term and the Executive’s employment hereunder shall terminate upon written notice to
the Executive by the Company specifying Disability as the basis for such termination. In respect of
such termination, the Company shall pay to the Executive (i) within thirty (30) days after such
termination, the Executive’s earned but unpaid Base Salary, earned but unused vacation (determined
in accordance with the Company’s standard vacation policy and practices) and reimbursement for
expenses incurred (in accordance with Section 2(e) hereof), all as of the date of such termination
(the “Accrued Obligations”), and (ii) as soon as practicable and in any event no later than
the earlier of (x) the EBIT Determination Date for the fiscal year in which such termination takes
place and (y) two and one half (2 1/2) months following the end of the fiscal year in
which such termination takes place, an amount equal to the Incentive Bonus for such fiscal year
(calculated in accordance with the first sentence of Section 2(b)) multiplied by a fraction, the
numerator of which is the number of days in the period commencing on January 1 of such fiscal year
and ending on the date of such termination (inclusive) and the denominator of which is 365 (the
“Termination Bonus Amount”). The Executive shall not be entitled to any further
compensation or payments under this Agreement. “Disability” shall mean a physical or mental
impairment of the Executive that (A) qualifies the Executive for (x) disability benefits under any
long-term disability plan maintained by the Company or (y) Social Security disability benefits or
(B) has prevented or, at the date of determination, will reasonably be likely to prevent, the
Executive from performing the essential functions of his position for a period of six (6)
consecutive months. The existence of a Disability shall be determined by the Board in its absolute
discretion. The Executive agrees



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to submit to medical examinations by a licensed medical doctor
selected by the Board to determine whether a Disability exists, as the Board may request from time
to time.




     (b) The Company may terminate the Term and the Executive’s employment hereunder for Cause.
Termination for Cause shall be effective upon written notice to the Executive by the Company
specifying that such termination is for Cause. In respect of such termination, the Company shall
pay to the Executive, within thirty (30) days after such termination, the Accrued Obligations. The
Executive shall not be entitled to any further compensation or payments under this Agreement.
“Cause” shall mean: (i) any material violation by the Executive of this Agreement; (ii) any
failure by the Executive substantially to perform his duties hereunder; (iii) any act or omission
involving dishonesty, fraud, willful misconduct or gross negligence on the part of the Executive
that is or may be materially injurious to the Company; and (iv) any felony or other crime involving
moral turpitude committed by the Executive. If the basis for terminating the Executive’s employment
for Cause is the result of a violation or failure described in clause (i) or (ii) of the foregoing
definition of “Cause” and the majority of the Board (excluding the Executive, if he is a member of
the Board) reasonably determines that such violation or failure is capable of being remedied, the
Board shall give the Executive thirty (30) days’ prior written notice of the Company’s intent to
terminate the Executive’s employment for Cause, which notice shall set forth the violation or
failure forming the basis for the determination to terminate the Executive’s employment for Cause.
The Executive shall have the right to remedy such violation or failure within a reasonable period
of time (as determined by the Board), provided that the Executive begins to take
appropriate steps to remedy such violation or failure within ten (10) days of the date of such
written notice and diligently prosecutes such efforts thereafter. The Term and the Executive’s
employment hereunder may not be terminated for Cause unless a majority of the Board (excluding the
Executive, if he is a member of the Board) finds in good faith that termination for Cause is
justified and, if the basis for terminating the Executive’s employment for Cause arises as a result
of a violation or failure described in clause (i) or (ii) of the definition of “Cause”, that the
violation or failure has not been remedied within the period of time designated by the Board or
that there is no reasonable prospect that the Executive will remedy the violation or failure
forming the basis for terminating his employment for Cause.



     (c) The Term and the Executive’s employment hereunder shall terminate upon the death of the
Executive. In respect of such termination, the Company shall pay to the Executive’s estate or any
beneficiary previously designated by the Executive in writing (a “Designated Beneficiary”)
(i) within thirty (30) days after such termination, the Accrued Obligations, and (ii) as soon as
practicable and in any event no later than the earlier of (x) the EBIT Determination Date for the
fiscal year in which such termination takes place and (y) two and one half (2 1/2)
months following the end of the fiscal year in which such termination takes place, an amount equal
to the Termination Bonus Amount for such fiscal year. The Executive, his estate and his Designated
Beneficiary shall not be entitled to any further compensation or payments under this Agreement.



     (d) The Company may terminate the Term and the Executive’s employment hereunder at any time
without Cause. Such termination without Cause shall be communicated by written notice to the
Executive from the Company and shall be effective as of the date on which the Executive experiences
a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations
(as amended) promulgated under the United States Internal Revenue Code of 1986 (as amended)
(“Separation from Service”). In respect of such termination, the Company shall pay to the
Executive (i) within thirty (30) days after such Separation from Service, the Accrued Obligations,
and (ii) as soon as practicable and in any event no later than the earlier of (x) the EBIT
Determination Date for the fiscal year in which such
Separation from Service takes place and (y) two and one half (2 1/2) months following
the end of the fiscal year in which such Separation from Service takes place, an amount equal to
the Termination Bonus Amount for such fiscal year. In addition, in consideration for the
Executive’s execution, within seventy-five (75) days following the Executive’s Separation from
Service, of a general release of claims in form and substance satisfactory to the Company, the
Company shall pay to the Executive (or to the Executive’s



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estate or Designated Beneficiary, if the
Executive should die during the payout period described in this sentence) an amount equal to two
times (2x) the Executive’s Base Salary (at the level in effect immediately preceding such
Separation from Service) (the “Severance Payment”) as follows: (A) on the seventy-fifth
(75th) day following the Separation from Service, a lump sum equal to the lesser of (I)
the Severance Payment or (II) the amount described in Section 1.409A-1(b)(9)(iii)(A) of the
Treasury Regulations (as amended) promulgated under the United States Internal Revenue Code of 1986
(as amended) for the year in which the Separation from Service occurs and (B) the remainder of the
Severance Payment (if any) in equal installments, in accordance with the Company’s normal payroll
practices, over the eighteen (18)-month period commencing on the earlier to occur of (I) the six
(6)-month anniversary of the date of the Executive’s Separation from Service or (II) the
Executive’s death. The Executive (or his estate or Designated Beneficiary) shall not be entitled
to any further compensation or payments under this Agreement. In no event shall any portion of the
Severance Payment be paid later than December 31 of the second year following the year in which the
Separation from Service occurs. The Severance Payment will not constitute compensation for any
purpose under any retirement plan or other employee benefit plan, program, arrangement or agreement
of the Company, and no period during which the Severance Payment is being paid shall constitute a
period of employment with the Company for any such purposes.




     (e) During the one-year period following a Change in Control of the Company, the Company may
terminate the Term and the Executive’s employment hereunder without Cause or the Executive may
voluntarily terminate the Term and his employment hereunder for Good Reason. If such termination is
made by the Company without Cause, it shall be communicated by written notice to the Executive from
the Company and shall be effective upon the Executive’s Separation from Service. In respect of any
such termination, in lieu of all other amounts or benefits to which the Executive would otherwise
be entitled pursuant to any other provisions of Section 3 of this Agreement, the Company shall pay
to the Executive (or to the Executive’s estate or Designated Beneficiary, if the Executive should
die during the payout period described in this sentence) (i) within thirty (30) days after such
Separation from Service, the Accrued Obligations and (ii) an amount equal to the sum of (A) the
Incentive Bonus with respect to the fiscal year immediately preceding the fiscal year in which such
Separation from Service takes place (calculated in accordance with the first sentence of Section
2(b)) multiplied by a fraction, the numerator of which is the number of days in the period
commencing on January 1 of the fiscal year in which such Separation from Service takes place and
ending on the date of such Separation from Service (inclusive) and the denominator of which is 365
and (B) two times (2x) the Executive’s Base Salary (at the level in effect immediately preceding
such Separation from Service) (together, the “CiC Severance Payment”) as follows:
(A) within two and one half (2 1/2) months following the Separation from Service, a lump sum equal to
the lesser of (I) the CiC Severance Payment or (II) the amount described in Section
1.409A-1(b)(9)(iii)(A) of the Treasury Regulations (as amended) promulgated under the United States
Internal Revenue Code of 1986 (as amended) for the year in which the Separation from Service occurs
and (B) the remainder of the CiC Severance Payment (if any) in equal installments, in accordance
with the Company’s normal payroll practices, over the eighteen (18)-month period commencing on the
earlier to occur of (I) the six (6)-month anniversary of the date of the Executive’s Separation
from Service or (II) the Executive’s death. The Executive (or his estate or Designated
Beneficiary) shall not be entitled to any further compensation or payments under this Agreement.
In no event shall any portion of the CiC Severance Payment be paid later than December 31 of the
second year following the year in which the Separation from Service occurs. The CiC Severance
Payment will not constitute compensation for any purpose under any retirement plan or other
employee benefit plan, program, arrangement or agreement of
the Company, and no period during which the CiC Severance Payment is being paid shall constitute a
period of employment with the Company for any such purposes.



     (f) For purposes of Section 3(e) hereof:



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     (1) “Change in Control” shall mean (i) the occurrence of a change in control of the
Company of a nature that would be required to be reported or is reported in response to Item 5.01
of the current report on Form 8-K, as in effect on the Effective Date, pursuant to Sections 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or (ii)
any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 30% or more of the combined voting power of
the Company’s outstanding securities (other than any Person who was a “beneficial owner” of
securities of the Company representing 30% or more of the combined voting power of the Company’s
outstanding securities prior to the Effective Date); or (iii) individuals who constitute the
Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the members of the Board, provided that any person becoming a
director subsequent to the Effective Date whose appointment to fill a vacancy or to fill a new
Board position was approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by
the same nominating committee serving under an Incumbent Board, shall be, for purposes of this
clause (iii), considered as though he were a member of the Incumbent Board; or (iv) the
occurrence of any of the following of which the Incumbent Board does not approve (A) merger or
consolidation in which the Company is not the surviving corporation or (B) sale of all or
substantially all of the assets of the Company; or (v) stockholder approval pursuant to a proxy
statement soliciting proxies from stockholders of the Company, by someone other than the then
current management of the Company, of a plan of reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the outstanding shares of the class of
securities then subject to the plan of reorganization are exchanged or converted into cash or
property or securities not issued by the Company.



     (2) “Good Reason” shall mean, without the Executive’s express written consent, the
occurrence of any one or more of the following: (i) the assignment of the Executive to duties
materially inconsistent with the Executive’s authorities, duties, responsibilities and status
(including offices, titles, and reporting requirements) as an officer of the Company, or other
changes in the Executive’s authorities, duties or responsibilities, if such assignment or changes
result in a material diminution in the Executive’s authorities, duties, or responsibilities from
those in effect immediately prior to the Change in Control, including a failure to reelect the
Executive to, or a removal of him from, any office of the Company that the Executive held
immediately prior to the Change in Control; or (ii) the Company’s requiring the Executive to be
based at a location more than 50 miles from Irving, Texas (except for required travel on the
Company’s business to an extent substantially consistent with the Executive’s business
obligations immediately prior to the Change in Control) if such action constitutes a material
change in the geographic location where the Executive must perform services; or (iii) the Company
materially breaches this Agreement or any other written agreement with the Executive under which
the Executive provides services to the Company; or (iv) a material reduction in the Executive’s
base compensation as of the date of the Change in Control; provided, in each case, that within
thirty (30) days following the occurrence of any of the events set forth herein, the Executive
shall have delivered written notice to the Company of his intention to terminate his employment
for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give
rise to the Executive’s right to terminate employment for Good Reason, the Company shall not have
cured such circumstances within thirty (30) days following the Company’s receipt of such notice,
and the Executive’s Separation from Service with the Company shall have occurred within sixty
(60) days following such failure to cure.



     4. Restrictive Covenants.



     (a) The Executive agrees that all information pertaining to the prior, current or contemplated
business of the Company and its corporate affiliates, and their officers, directors, employees,
agents, shareholders and customers (excluding (i) publicly available information (in substantially
the form in which it is



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publicly available) unless such information is publicly available by reason
of unauthorized disclosure by the Executive or by any person or entity of whose intention to make
such unauthorized disclosure the Executive is aware and (ii) information of a general nature not
pertaining exclusively to the Company that generally would be acquired in similar employment with
another company) constitutes a valuable and confidential asset of the Company. Such information
includes, without limitation, information related to trade secrets, customer lists, production
techniques, and financial information of the Company. The Executive agrees that he shall, during
the Term and continuing thereafter, (A) hold all such information in trust and confidence for the
Company and its corporate affiliates, and (B) not use or disclose any such information to any
person, firm, corporation or other entity other than under court order or other legal or regulatory
requirement.




     (b) Upon expiration of the Term and continuing for a period ending two (2) years after the
Executive’s employment by the Company terminates for any reason whatsoever, the Executive agrees
that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by
(whether as an employee, consultant, independent contractor or otherwise, and whether or not for
compensation) or render services to any person, firm, corporation or other entity, in whatever
form, engaged in the business of (i) the supply or distribution of proppants used in the hydraulic
fracturing of natural gas and oil wells (“Proppants”); (ii) the production of Proppants or
(iii) the provision of fracture or reservoir diagnostic services, other than BJ Services Company,
Schlumberger Limited and Halliburton Company (but only to the extent that the Executive does not
engage in activities for these entities related to the exploration, research, development,
production or procurement of production of Proppants or the provision of fracture or reservoir
diagnostic services).



          (c) During the Term and continuing for a period ending twelve (12) months after the
Executive’s employment by the Company terminates for any reason whatsoever, the Executive agrees
that the Executive will not, directly or indirectly, individually or on behalf of other persons,
solicit, aid or induce (i) then remaining employees of the Company or its corporate affiliates to
leave their employment with the Company or its corporate affiliates in order to accept employment
with or render services to or with another person, firm, corporation or other entity, or assist or
aid any other person, firm, corporation or other entity in identifying or hiring such employees or
(ii) any customer of the Company or its corporate affiliates who was a customer of the Company or
its corporate affiliates at any time during which the Executive was actively employed by the
Company to purchase products or services then sold by the Company or its corporate affiliates from
another person, firm, corporation or other entity, or assist or aid any other person or entity in
identifying or soliciting any such customer.




          (d) Prior to agreeing to, or commencing to, act as an employee, officer, director, trustee,
principal, agent or other representative of any type of business other than as an employee of the
Company during the period in which the non-competition agreement, as described in Section 4(b),
applies, the Executive shall (i) disclose such agreement in writing to the Company and (ii)
disclose to the other entity with which he proposes to act in such capacity, or to the other
principal together with whom he proposes to act as a principal, the existence of this Agreement,
including, in particular, the non-disclosure agreement contained in Section 4(a), the
non-competition agreement contained in Section 4(b), and the non-solicitation agreement contained
in Section 4(c).




          (e) With respect to the restrictive covenants set forth in Sections 4(a), 4(b) and 4(c), the
Executive acknowledges and agrees as follows.





     (i) The specified duration of a restrictive covenant shall be extended by and for the
term of any period during which the Executive is in violation of such covenant.




     (ii) The restrictive covenants are in addition to any rights the Company may have in law
or at equity.



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     (iii) It is impossible to measure in money the damages which will accrue to the Company
in the event that the Executive breaches any of the restrictive covenants. Therefore, if the
Executive breaches any restrictive covenant, the Company and its corporate affiliates shall be
entitled to an injunction restraining the Executive from violating such restrictive covenants.
If the Company or any of its corporate affiliates shall institute any action or proceeding to
enforce a restrictive covenant, the Executive hereby waives the claim or defense that the
Company or any of its corporate affiliates has an adequate remedy at law and the Executive
agrees not to assert in any such action or proceeding the claim or defense that the Company or
any of its corporate affiliates has an adequate remedy at law. The foregoing shall not
prejudice the Company’s or its corporate affiliates’ right to require the Executive to account
for and pay over to the Company or its corporate affiliates, and the Executive hereby agrees
to account for and pay over, the compensation, profits, monies, accruals or other benefits
derived or received by the Executive as a result of any transaction constituting a breach of
the restrictive covenants.



          (f) The restrictions in this Section 4 shall be in addition to any restrictions imposed on the
Executive by statute or at common law.




          5. Arbitration of Disputes.




          (a) Any disagreement, dispute, controversy or claim arising out of or relating to this
Agreement or the interpretation or validity hereof shall be settled exclusively and finally by
arbitration. It is specifically understood and agreed that any disagreement, dispute or controversy
which cannot be resolved between the parties, including without limitation any matter relating to
interpretation of this Agreement, may be submitted to arbitration irrespective of the magnitude
thereof, the amount in controversy or whether such disagreement, dispute or controversy would
otherwise be considered justiciable or ripe for resolution by a court or arbitral tribunal.
Notwithstanding this Section 5, the Company shall be entitled to institute a court action or
proceeding for injunctive relief as provided in Section 4 of this Agreement.




          (b) The arbitration shall be conducted in accordance with the Commercial Arbitration Rules
(the “Arbitration Rules”) of the American Arbitration Association (“AAA”).




          (c) The arbitral tribunal shall consist of one arbitrator. The parties to the arbitration
jointly shall directly appoint such arbitrator within thirty (30) days of initiation of the
arbitration. If the parties shall fail to appoint such arbitrator as provided above, such
arbitrator shall be appointed by the AAA as provided in the Arbitration Rules and shall be a person
who (i) maintains his principal place of business within thirty (30) miles of the City of Irving,
Texas and (ii) has substantial experience in executive compensation. The parties shall each pay an
equal portion of the fees, if any, and expenses of such arbitrator.




          (d) The arbitration shall be conducted within thirty (30) miles of the City of Irving, Texas
or in such other city in the United States of America as the parties to the dispute may designate
by mutual written consent.




          (e) At any oral hearing of evidence in connection with the arbitration, each party thereto or
its legal counsel shall have the right to examine its witnesses and to cross-examine the witnesses
of any opposing party. No evidence of any witness shall be presented unless the opposing party or
parties shall have the opportunity to cross-examine such witness, except as the parties to the
dispute otherwise agree in writing or except under extraordinary circumstances where the interests
of justice require a different procedure.




          (f) Any decision or award of the arbitral tribunal shall be final and binding upon the parties
to the arbitration proceeding. The parties hereto hereby waive to the extent permitted by law any
rights to appeal or to seek review of such award by any court or tribunal.




          (g) Nothing herein contained shall be deemed to give the arbitral tribunal any authority,
power, or right to alter, change, amend, modify, add to or subtract from any of the provisions of
this Agreement.




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          (h) Notwithstanding anything to the contrary in this Agreement, the arbitration provisions set
forth in this Section 5 shall be governed exclusively by the Federal Arbitration Act, Title 9,
United States Code.




          6. Miscellaneous.




          (a) Each provision hereof is severable from this Agreement, and if one or more provisions
hereof are declared invalid the remaining provisions shall nevertheless remain in full force and
effect. If any provision of this Agreement is so broad, in scope or duration or otherwise, as to be
unenforceable, such provision shall be interpreted to be only so broad as is enforceable.




          (b) Any notice to be given hereunder shall be given in writing. Notice shall be deemed to be
given when delivered by hand to the party to whom notice is being given, or ten (10) days after
being mailed, postage prepaid, registered with return receipt requested, or sent by facsimile
transmission with a confirmation by registered or certified mail, postage prepaid. Notices to the
Executive should be addressed to the Executive as follows:



Gary Kolstad

c/o Carbo Ceramics Inc.

6565 MacArthur Boulevard, Suite 1050

Irving, Texas 75039



Notices to the Company should be sent as follows:



Carbo Ceramics Inc.

6565 MacArthur Boulevard, Suite 1050

Irving, Texas 75039

Attn: Secretary



with copies sent to:



Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn: Christopher Austin, Esq.




          Either party may change the address or person to whom notices should be sent to by notifying
the other party in accordance with this Section 6(b).




          (c) The failure to enforce at any time any of the provisions of this Agreement or to require
at any time performance by the other party of any of the provisions hereof shall in no way be
construed to be a waiver of such provisions or to affect the validity of this Agreement, or any
part hereof, or the right of either party thereafter to enforce each and every such provision in
accordance with the terms of this Agreement.




          (d) This Agreement contains the entire agreement between the parties with respect to the
employment of the Executive by the Company after the Effective Date and supersedes any and all
prior understandings, agreements or correspondence between the parties regarding such employment.
It may not be amended or extended in any respect except by a writing signed by both parties hereto.




          (e) The parties hereto acknowledge and agree that each party has reviewed and negotiated the
terms and provisions of this Agreement and has contributed to its preparation (with advice of
counsel, if desired). Accordingly, the rule of construction to the effect that ambiguities are
resolved against the drafting party shall not be employed in the interpretation of this Agreement.
Rather, the terms of this
Agreement shall be construed fairly as to both parties hereto and not in favor of or against either
party, regardless of which party generally was responsible for the preparation of this Agreement.




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          (f) This Agreement shall be governed by, and interpreted in accordance with, the laws of
Texas, without reference to its principles of conflict of laws.




          (g) This Agreement shall not be assignable by either party hereto without the written consent
of the other, provided, however, that the Company may, without the written consent
of the Executive, assign this Agreement to (i) any entity with which the Company is merged or
consolidated or to which the Company transfers substantially all of its assets or (ii) any entity
controlling, under common control with or controlled by the Company.




          (h) This Agreement may be executed in several counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.




          (i) The headings in this Agreement are inserted for convenience of reference only and shall
not be a part of or control or affect the meaning of any provision hereof.




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          IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized
representative and the Executive has hereunto set his hand as of the day and year first above
written.




	 	 	 	 	 
	 

	 	 	 	CARBO CERAMICS INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William C. Morris
	 

	 	 	 	 
	 

	 	 	 	William C. Morris, Chairman
	 
	 	 	 	 
	 

	 	 	 	/s/ Gary A. Kolstad
	 

	 	 	 	 
	 

	 	 	 	Gary Kolstad







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