Exhibit 10.2



  

Exhibit 10.2




October 15, 2010




	 	 	 
	Jeffery Lynn Juergens

	 	PERSONAL AND

CONFIDENTIAL
	 

	 	 






Dear Jeff,




Newpark Resources, Inc., a Delaware corporation (“Newpark”), considers you a valuable
executive, and the Board of Directors (the “Board”) has authorized certain actions to reinforce and
encourage your attention and dedication to your duties without distraction if Newpark should become
the target of a hostile takeover attempt or enter into negotiations that could lead to a change in
control of Newpark.



This letter (the “Agreement”) sets forth the understanding between you and Newpark concerning
the continuation of your employment in connection with a “Change in Control” or “Potential Change
in Control” and the “Termination Benefit” you will receive if your employment with Newpark is
“Terminated” by Newpark without “Cause” or by you for “Good Reason” during an “Employment Period,”
as those terms are defined in Annex A attached to this letter.



This Agreement is entered into with the understanding between you and Newpark that you will
have knowledge or otherwise be notified of a Change in Control or Potential Change in Control, or
the Termination thereof, at the time it occurs.



1. Definitions. Capitalized terms used in this Agreement are defined in Annex A
attached hereto and hereby incorporated into this Agreement by reference and in Section 14 hereof.




2. Consideration; Termination During Employment Period.



2.1 Subject to the terms and conditions of this Agreement, you agree that you will not resign
from Newpark during an Employment Period except for Good Reason.



2.2 Newpark shall pay you the Termination Benefit if (1) your employment with Newpark is
Terminated by your resignation for Good Reason or (2) your employment with Newpark is Terminated by
Newpark (i) not for Cause, (ii) by the independent exercise of Newpark’s unilateral authority,
(iii) not due to your implicit or explicit request, (iv) when you are both willing and able to
continue the performance of your duties (and, without limiting the foregoing, therefore not by
reason of your death or your failure to return to the full-time performance of your duties after
the end of a Disability Period), and (v) such Termination otherwise constitutes an “involuntary
separation from service” within the meaning of Section 409A of the Code and the regulations
thereunder.


 


 









 








Jeffery Lynn Juergens

October 15, 2010

Page 2





2.3 If your employment with Newpark is Terminated by Newpark during an Employment Period for
Cause, Newpark shall give you written notice of Termination specifying the facts and circumstances
constituting such Cause.



3. Compensation Upon Termination or During Disability.



3.1 During any Disability Period occurring during an Employment Period, you shall continue to
receive your full base salary at the rate then in effect and on the dates and at the intervals as
your base salary would be payable under Newpark’s payroll practices at that time, unless and until
your employment is Terminated.



3.2 If your employment is Terminated by Newpark for Cause, Newpark shall pay you your full
base salary at the rate then in effect through the date of Termination, together with any severance
pay, vacation pay and sick leave pay to which you are entitled in accordance with Newpark policy.
Unless otherwise required under Paragraph 9, all of the amounts to which you are entitled under
this Paragraph 3.2 shall be paid in a single lump sum payment made to you on or before the
thirtieth day following the date of Termination. Neither this provision nor any payment made by
Newpark in accordance herewith shall constitute waiver of Newpark’s right to recover from you any
damages caused by your conduct which constituted Cause for such Termination and any similar
conduct.



3.3 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, you
shall receive, in addition to the Termination Benefit, your full base salary at the rate then in
effect through the date of Termination, plus a pro-rated annual bonus through the date of
Termination. The Termination Benefit shall be in lieu of any severance pay, vacation pay and sick
leave pay to which you would otherwise be entitled in accordance with Newpark policy. Unless
otherwise required under Paragraph 9, all of the amounts to which you are entitled under this
Paragraph 3.3 shall be paid in a single lump sum payment made to you on or before the thirtieth day
following the date of Termination.



3.4 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, all
unexpired unexercised stock options (“Options”), if any, granted to you prior to a Change in
Control under any stock option plan of Newpark or otherwise, shall become exercisable in full on
the day preceding the date of Termination, whether or not they would have been fully exercisable
but for this provision, and shall remain exercisable during their original exercise period or for a
period of three (3) years from the date of Termination whichever is the shorter, whether or not
they would remain exercisable for such period but for this provision.



3.5 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, all
unvested shares of restricted stock and all deferred compensation amounts, including restricted
stock or deferred compensation subject to vesting based on time or achieving performance criteria,
if any, granted or awarded to you prior to a Change in Control under any stock plan or deferred
compensation plan of Newpark or otherwise, shall become vested in full on the day preceding the
date of Termination and all restrictions thereon shall lapse, whether or not they would have been
vested in full but for this provision. Newpark shall promptly deliver
all such shares to you, and all such deferred compensation shall be paid to you in a lump sum
on the date of Termination.


 


 









 




 Jeffery Lynn Juergens

October 15, 2010

Page 3



3.6 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2,
Newpark shall continue to provide you and your eligible family members, based on the cost sharing
arrangement between you and Newpark on the date of Termination, with life insurance, medical and
dental health benefits and Disability coverage and benefits at least equal to those which would
have been provided to you if your employment had not Terminated for a period of 24 months.
Notwithstanding the foregoing, if you become re-employed and are eligible to receive life
insurance, medical and dental health benefits and Disability coverage and benefits under another
employer’s plans, Newpark’s obligations under this paragraph shall be reduced to the extent of any
such coverage and benefits. You agree to promptly report any such coverage and benefits to
Newpark. If you are ineligible under the terms of Newpark’s benefit plans or programs to continue
to be so covered, Newpark shall provide you with substantially equivalent coverage through other
sources or will reimburse you for the cost of obtaining such coverage and benefits.



3.7 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2,
Newpark shall provide you with outplacement services, payable by Newpark, with an aggregate cost
not to exceed $10,000 with an executive outplacement service firm reasonably acceptable to you and
Newpark.



3.8 Except as provided in Paragraph 3.6, you shall not be required to mitigate the amount of
any Termination Benefit by seeking other employment or otherwise, nor shall the amount of any
Termination Benefit be reduced by any compensation earned by you as the result of employment by
another employer, or otherwise.



3.9 Except as expressly provided otherwise herein, none of the provisions of this Agreement is
intended to curtail or limit in any way any contractual rights which you may have under any plan in
which you are eligible to participate or under any agreement binding on Newpark to which you are a
party, and all such contractual rights shall survive the execution of this Agreement and any Change
in Control. The Termination Benefit shall not be considered compensation for any benefit
calculation or other purpose under any retirement plan or other benefit plan maintained by Newpark.



4. Successors; Binding Agreement. This Agreement shall be binding on and inure to the
benefit of Newpark and any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of Newpark.
This Agreement shall inure to the benefit of and be enforceable by your personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.



5. Termination of Agreement. For Officers with Employment Agreements this contract
may only be Terminated in accordance with the provisions of that agreement. For other employees.
Newpark may Terminate this Agreement effective at any time after March 31st 2009, by notice to you,
if no Change in Control has occurred prior to the giving of such notice,
and no Potential Change in Control then exists. Once Terminated, this Agreement shall have no
further force or effect.


 


 









 





Jeffery Lynn Juergens

October 15, 2010

Page 4




6. Notices. All notices and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to the respective
addresses set forth on the first page of this Agreement, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt. Notices to Newpark shall be directed to the
attention of the Secretary of Newpark.



7. Amendments; Waivers. No provision or term of this Agreement may be supplemented,
amended, modified, waived or Terminated except in a writing duly executed by all parties intended
to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided. Failure of a party to insist
on strict compliance with any of the terms and conditions of this Agreement shall not be deemed a
waiver of any such terms and conditions.



8. Coordination of Benefits. In the event that the Employee is entitled to benefits
following Termination under any Employment Agreement with Newpark, the Employee shall have the
right to elect whether to receive such benefits under this Agreement or any Employment Agreement,
but not both.




9. Section 409A.



9.1 If Executive is a “key employee,” as defined in Section 416(i) of the Code (without regard
to paragraph 5 thereof), except to the extent permitted under Section 409A of the Code, no benefit
or payment that is subject to Section 409A of the Code (after taking into account all applicable
exceptions to Section 409A of the Code, including but not limited to the exceptions for short-term
deferrals and for “separation pay only upon an involuntary separation from service”) shall be made
under this Agreement on account of the Executive’s “separation from service,” as defined in Section
409A of the Code, with the Company until the later of the date prescribed for payment in this
Agreement and the first day of the seventh calendar month that begins after the date of the
Executive’s separation from service (or, if earlier, the date of death of the Executive).



9.2 For purposes of Section 409A of the Code (including, but not limited to, to application of
the exceptions for short-term deferrals and for “separation pay only upon an involuntary separation
from service”), each payment provided for under this Agreement is hereby designated as a separate
payment, rather than a part of a larger single payment or one of a series of payments.



9.3 Any amount that Executive is entitled to be reimbursed under this Agreement will be
reimbursed to Executive as promptly as practicable and in any event not later than the last day of
the calendar year after the calendar year in which the expenses to be
reimbursed are incurred, and the amount of the expenses eligible for reimbursement during any
calendar year will not affect the amount of expenses eligible for reimbursement in any other
calendar year. In addition, any such reimbursement payments described in this Section shall not be
subject to liquidation or exchange for any other payment or benefit.



 


 









 





Jeffery Lynn Juergens

October 15, 2010

Page 5




9.4 In the event that Executive is required to execute a release to receive any payments from
the Company that constitute nonqualified deferred compensation under Section 409A of the Code,
payment of such amounts shall not commence until the sixtieth (60th) day following
Executive’s separation from service with the Company. Any installment payments suspended during
such sixty (60) day period shall be paid as a single lump sum payment on the first payroll date
following the end of such suspension period.



10. No Guarantee of Tax Treatment. The Company makes no representation or warranty,
and undertakes no covenant, regarding any federal, state or local tax treatment of amounts or
matters subject to this Agreement or any federal, state or local tax treatment applicable to or
inapplicable to Executive.



11. Entire Agreement. This Agreement, including Annex A, constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and supersedes all
previous agreements, whether written or oral, relating to the same subject matter. All such
previous agreements between the parties hereto are hereby Terminated and shall have no further
force or effect.



12. Attorneys’ Fees. In any litigation relating to this Agreement, including
litigation with respect to any instrument, document or agreement made under or in connection with
this Agreement, the prevailing party shall be entitled to recover its costs and reasonable
attorneys’ fees.



13. Choice of Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware.



Your rights hereunder shall terminate if the Change in Control Agreement amended hereby is
terminated in accordance with the provisions of such Change in Control Agreement.


 


 









 





Jeffery Lynn Juergens

October 15, 2010

Page 6




If this letter correctly sets forth our understanding on the subject matter hereof, kindly
sign and return to Newpark the enclosed copy of this letter, which will then constitute our
Agreement on this subject.



	 	 	 	 	 
	 	Very truly yours,



NEWPARK RESOURCES, INC.

 	 
	 	By:  	/s/ Paul L. Howes
 	 
	 	 	Paul L. Howes 	 
	 	 	President and CEO 	 
	 



Agreed to this 15th day of October, 2010





/s/ Jeffery Lynn Juergens                   

Jeffery Lynn Juergens




 


 









 







ANNEX A TO LETTER AGREEMENT

DATED OCTOBER 15, 2010




The following terms used herein and in letter agreement (the “Agreement”) dated October 15,
2010 between Newpark Resources, Inc., and Jeffery Lynn Juergens (“Executive”) shall have the
following meanings:



“Cause”, when used with reference to Termination of the employment of Executive by Newpark for
“Cause”, shall mean:



a) Executive’s conviction by a court of competent jurisdiction of, or entry of a plea of
guilty or nolo contendere for an act on the Executive’s part constituting a felony dishonesty,
willful misconduct or material neglect by Executive of his obligations under this Agreement that
results in material injury to the Company;



b) appropriation (or an overt act attempting appropriation) of a material business opportunity
of the Company;



c) theft, embezzlement or other similar misappropriation of funds or property of the Company
by Executive;



d) the failure of Executive to follow the reasonable and lawful written instructions or policy
of Newpark with respect to the services to be rendered and the manner of rendering such services by
Executive, provided Executive has been given reasonable and specific written notice of such failure
and opportunity to cure and no cure has been effected or initiated within a reasonable time, but
not less than 90 days, after such notice



A “Change of Control” shall be deemed to occur if: (i) a “Takeover Transaction” (as defined
below) occurs; or (ii) any election of directors of Newpark takes place (whether by the directors
then in office or by the stockholders at a meeting or by written consent) and a majority of the
directors in the office following such election are individuals who were not nominated by a vote of
two-thirds of the members of the Board of Directors or its nominating committee immediately
preceding such election; or (iii) Newpark effectuates a complete liquidation or a sale or
disposition of all or substantially all of its assets unless immediately following any such sale or
disposition of all or substantially all of its assets the individuals who were members of the Board
of Directors of Newpark immediately prior to such transaction continue to constitute a majority of
the Board of Directors or other governing body of the surviving corporation or entity (or, in the
case of an acquisition involving a holding company, constitute a majority of the Board of Directors
or other governing body of the holding company) for a period of not less than twelve (12) months
following the closing of such transaction. A “Takeover Transaction” shall mean (i) a merger or
consolidation of Newpark with, or an acquisition by Newpark of the equity interests or all or
substantially all of the assets of, any other corporation or entity, other than a merger,
consolidation or acquisition in which the individuals who were members of the Board of Directors of
Newpark immediately prior to such transaction continue to constitute a majority of the Board of
Directors or other governing body of the surviving corporation or entity (or, in the case of an
acquisition involving a holding company, constitute a majority of the Board of Directors or other
governing body of the holding company) for a period of not less than twelve (12) months following
the closing of such transaction, or (ii) one or more
occurrences or events as a result of which any individual, entity or group (as such term is
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) becomes the “beneficial owner”
(as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of thirty
percent (30%) or more of the combined voting power of Newpark’s then outstanding securities.


 


 









 







“Code” shall mean the Internal Revenue Code of 1986, as amended.



“Company” or “Newpark” shall mean Newpark Resource, Inc., and its consolidated subsidiaries
and any successor to its business and/or assets which assumes or becomes subject to this Agreement
by operation of law or otherwise.



“Disability” shall mean Executive’s full-time absence from his duties with Newpark, as a
result of incapacity due to physical or mental illness.



“Disability Period” shall mean a leave of absence for Disability for a period of not more than
six (6) months commencing on the first day of a Disability occurring during the Employment Period.



“Employment Period” shall mean a period (a) commencing when a Potential Change in Control
occurs or, if no Potential Change in Control has occurred with respect to a Change in Control, when
such Change in Control occurs, and (b) ending two years after such Change in Control occurred. If
the event or agreement that gives rise to a Potential Change in Control Terminates or is Terminated
without the Change in Control contemplated thereby having occurred, the Employment Period shall
Terminate upon Termination of such event or agreement; however, a new Employment Period shall
commence under the same conditions upon any subsequent Potential Change in Control or Change in
Control.




“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



“Good Reason” shall mean any one or more of the following occurring (i) during the Employment
Period, (ii) without Executive’s express written consent, (iii) for the first time within 45 days
prior to the Executive’s written notice to the Company objecting to the condition or occurrence and
remaining uncured by the Company for at least 30 days after such notice, and (iv) within 90 days
prior to Executive’s resignation as a result thereof:



a) the Company adversely changes Executive’s title or changes in any material respect the
responsibilities, authority or status of Executive the substantial or material failure of the
Company to comply with its obligations under this Agreement or any other agreement that may be in
effect that is not remedied within a reasonable time after specific written notice thereof by
Executive to the Company;



b) the diminution of the Executive’s salary, incentive and or a material diminution of the
Executive’s benefits Newpark’s requiring Executive to be based anywhere outside a 50 mile radius
from the Newpark office at which Executive had been based prior to the Change in Control or
Potential Change in Control, or a 50 mile radius from his present residence, whichever is farther,
except for required travel on Newpark’s business to an extent substantially consistent with
Executive’s present business travel obligations; or


 


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c) the failure of the Company to obtain the assumption of this Agreement or other existing
employment agreement by any successor or assignee of the Company.



A “Potential Change in Control” shall be deemed to have occurred on the date that (a) Newpark
first has actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act) has become the beneficial owner (as defined in Rule 13(d)-3 under the Exchange
Act), directly or indirectly, or has initiated an offer which has not expired and which, if
accepted by holders of a sufficient number of Newpark’s then outstanding securities, would result
in such person’s becoming the beneficial owner, directly or indirectly, of securities of Newpark
representing thirty percent (30%) or more of the combined voting power of Newpark’s then
outstanding securities, or (b) Newpark enters into an agreement (including a letter of intent) the
consummation of which would result in a Change in Control.




“Start Date” shall mean the first day of an Employment Period.



“Terminate” and “Termination” and all variants of the foregoing shall mean and refer to the
termination of Executive’s employment with the Company, other than by reason of death, that
constitutes a “separation from service” within the meaning of Section 409A of the Code and the
regulations thereunder.



“Termination Benefit” shall mean the amount determined in accordance with subsection (a)
below. If Executive is entitled to a Termination Benefit, it shall be paid to Executive no later
than the 60th day following the date on which his employment Terminates. The Termination Benefit
shall be an amount equal to (i) 2 times Executive’s annual base salary for the fiscal year of
Newpark immediately preceding the fiscal year in which the Start Date occurs plus (ii) 2
times the higher of: a) the highest bonus actually received by the Executive; or b) the “Target
Award Opportunity” to which Executive would be entitled under the 2010 Annual Cash Incentive Plan
of Newpark for the fiscal year of Newpark immediately preceding the fiscal year in which the Start
Date occurs.




 


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