exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     This Employment Agreement (the “Agreement”) is made and entered into this October 31, 2008,
(the “Effective Date”) by and between T-3 Energy Services, Inc., a Delaware corporation
(“Employer”) and Keith A. Klopfenstein (“Employee”).




	1.	 	Term.





     The term of Employee’s employment under this Agreement shall commence as of the Effective Date
and shall expire on the first (1st) anniversary of the Effective Date (the “Term of
Employment”). Notwithstanding the foregoing definition of Term of Employment, Employee’s employment
may be sooner terminated as hereinafter provided, and if so terminated, the Term of Employment
shall expire as of the effective date of such termination and all references herein to the “Term of
Employment” shall mean the original term as so shortened, except as otherwise expressly provided
herein.




	2.	 	Duties and Reporting Relationship.






	(a)	 	Employee agrees to serve Employer as Senior Vice President — Pressure Control Group and in
such other executive capacities as may be requested from time to time by the Employer.
	 
	(b)	 	Employee shall report to the Employer’s Chief Executive Officer (the “CEO”) or the individual
designated by the CEO.
	 
	(c)	 	During the Term of Employment, Employee shall devote himself to a full time schedule of work
on behalf of Employer and shall use his best efforts to advance the business and welfare of
Employer. At all times while Employee is employed by Employer, Employee shall abide by all of
Employer’s policies.
	 
	3.	 	Confidential Information and Covenants Not to Compete.
	 
	3.1	 	Confidential Information.






	 	(i)	 	In consideration of the benefits received by Employee under this Agreement,
which Employee otherwise would not have had but for his entry into this Agreement, and
which include Employee’s receipt of, and access to, Confidential Information, Employee
hereby agrees that at all times while Employee is employed by Employer, he will not,
without the written consent of the CEO, directly or indirectly disclose to any person,
enterprise, entity or association or otherwise use or exploit for himself or any
enterprise, entity or association any Confidential Information.
	 
	 	(ii)	 	The term “Confidential Information” shall mean all proprietary or confidential
information or knowledge of or regarding Employer, whether of a technical,
operational, economic, or other nature, and





Employment Agreement

Keith A. Klopfenstein




1









 






	 	 	 	including, but not limited to, any trade secrets (including customer lists,
identities, and contacts and pricing information, know-how, formulas, patterns,
inventions, engineering records or data, interpretive or analytical information or
data, drilling logs, operating agreements and related records, records of research,
proposals, manuals, compilations, programs, devices, methods, processes, techniques,
processes, budgets or other financial information, strategic information, business
plans, and any other records or information that derive independent economic value,
actual or potential, from not being generally known to and not being readily
ascertained by proper means by persons other than the holders, licensees, or other
authorized holders thereof who can obtain economic value from its disclosure or
use).
	 
	 	(iii)	 	Notwithstanding the foregoing, Employee may utilize Confidential Information
to the extent required by his performance of assigned duties for Employer or which:






	 	(A)	 	was known to Employee or the public prior to disclosure to
Employee in the course of his employment by Employer,
	 
	 	(B)	 	becomes generally known to the public through no fault of
Employee,
	 
	 	(C)	 	is lawfully obtained by Employee from another source not under
obligation to Employer regarding disclosure of such information, or
	 
	 	(D)	 	is developed after the termination of his employment and
independently by Employee or others without access to or reliance on any
Confidential Information.






	3.2	 	 Return of Confidential Information.
	 
	 	 	Upon termination of employment with Employer, Employee will deliver to
Employer all tangible displays and repositories of Confidential
Information including without limitation trade secrets and other
materials or records or writings of any other type (including any
copies thereof) made, used or obtained by Employee in connection with
his employment by Employer or its predecessor in interest prior to or
subsequent to the execution of this Agreement. Employee agrees that
all inventions, improvements in any of the Employer’s methods of
conducting their businesses or innovations (in each case, including,
by way of expansion and not limitation, policies, procedures,
products, improvements, software, ideas and discoveries, whether or
not patentable or copyrightable) conceived or made by him during any
time of his employment with Employer or its predecessor in interest,
prior to or subsequent to the execution of this Agreement belong to
the Employer and to the extent Employee participated in the creation
of any of the foregoing he did so on a work for hire basis. Upon
termination of his Employment with Employer, Employee shall promptly
disclose such inventions, improvements or
innovations to the CEO or his/her designee and shall perform all actions reasonably
requested by the CEO or his/her designee to establish and confirm such ownership by Employer
and to protect the intellectual property of Employer contained therein or represented
thereby.





Employment Agreement

Keith A. Klopfenstein




2











 












	3.3	 	Covenant Not to Compete; Non-Solicitation.




Employer shall furnish to Employee, and Employee acknowledges that he will be provided and have
access to, Employer’s valuable Confidential Information as defined in Section 3.1(ii) and that his
receipt and access to such Confidential Information is required to perform his duties for Employer.
As part of the consideration for the compensation and benefits provided to Employee pursuant to
this Agreement, including Employee’s receipt of, and access to, Employer’s valuable and
Confidential Information, and in order to protect the Employer’s legitimate business interests,
which such interests include the preservation of its Confidential Information and good will,
Employee agrees to the provisions of this Section 3.3.





	 	(i)	 	During the Term of Employment and for one year thereafter, (the “Non-Compete
Period”), Employee shall not, directly or indirectly, whether on his own behalf or as
an employee, officer, principal, member, advisor, agent, partner, director,
stockholder, owner or consultant of another person, enterprise, association or entity:






	 	(a)	 	within the Restricted Area, perform or assist with any duties
similar in nature to the duties performed by Employee for the Employer on behalf
of any Competing Business; or
	 
	 	(b)	 	assist with the acquisition or development of any line of business,
property or project on which Employer is or has been involved and of which
Employee became aware during the Term of Employment; or
	 
	 	(c)	 	induce any person to discontinue his or her employment with
Employer or otherwise solicit for employment or professional engagement any
person who is employed by Employer or who has left the employment of Employer
within sixty (60) days of the time that such solicitation occurs; or
	 
	 	(d)	 	request any customer, supplier or vendor of Employer curtail or
cancel its business with Employer.






	 	(ii)	 	Employee understands that the provisions of this Section 3.3 may limit his
ability to earn a livelihood in a business similar to the business of Employer, but as
a Senior Vice President of Employer, he nevertheless agrees and acknowledges that:






	 	(A)	 	such provisions do not impose a greater restraint than is
necessary to protect the confidential information, goodwill and other business
interests of Employer;
	 
	 	(B)	 	such provisions contain reasonable limitations as to time and
scope of activity to be restrained; and





Employment Agreement

Keith A. Klopfenstein




3











 






	 	(C)	 	the consideration provided under this Agreement is sufficient
to compensate Employee for the restrictions contained in this Section 3.3.






	 	(iii)	 	In consideration of the foregoing, and in light of Employee’s education,
skills, and abilities, Employee agrees that he will not assert that, and it should not
be considered that, any provisions of this Sections 3.3 are void, voidable, or
unenforceable or should be voided or held unenforceable.
	 
	 	(iv)	 	The unenforceability of any specific covenant shall not affect the provisions
of any other covenant. If it is judicially determined that any provision of this
Section 3.3 or any part thereof is unenforceable under applicable law(s) (statute,
common law, or otherwise), then the unenforceable portion shall be deemed to be
modified to the extent necessary to render it enforceable, while leaving the remaining
portions intact. Employee and Employer further agree that in the event the said
covenants of this Section 3.3 should be held by any court or arbitrator to be effective
in any particular area or jurisdiction only if said covenant is modified to limit its
duration or scope, then the parties shall thereupon consider such covenants to be
amended and modified with respect to that particular area or jurisdiction so as to make
them enforceable to the maximum possible extent and to comply with the order of any
such court or arbitrator, and, as to all other jurisdictions or governmental
subdivisions thereof, the covenants contained in Section 3.3 herein shall remain in
full force and effect as originally written.
	 
	 	 	 	By agreeing to this contractual modification prospectively at this time, the parties
intend to make Section 3.3 enforceable under the law(s) of all applicable states so
that the entire agreement not to compete or to solicit and any other provisions of
this Agreement as prospectively modified shall remain in full force and effect and
shall not be rendered void or illegal. Thus, if for any reason, the Agreement
should be found to be unenforceable in one jurisdiction, the separate and severable
covenants of Section 3.3 covering the other jurisdictions will remain in full force
and effect.
	 
	 	(v)	 	As used herein, the “Restricted Area” is defined as those geographic areas in
which Employer conducts business during the Term of Employment, which such areas
currently include the States of Texas, Wyoming, the Parishes of Louisiana listed in the
attached Schedule 1, Mexico and Canada. It is the intention of Employer and Employee
that
insofar as the Agreement affects the Parishes of Louisiana listed in the attached
Schedule, that it be enforceable under La R.S. 23:921; and the parties agree that
within the Parishes listed on the attached Schedule, the Agreement should be
interpreted to fully comply with La. R.S. 23:921.
	 
	 	(vi)	 	As used herein, a “Competing Business” is defined as any business, individual,
partnership, firm, corporation, or other entity which is engaged in the business of
manufacture, remanufacture, sale and distribution of same or similar oilfield products
and services to






Employment Agreement

Keith A. Klopfenstein



4












 





	 	 	 	customers in the business of drilling and completion of new oil and gas
wells, and the work-over of existing wells.






	3.4	 	Executive Nature of Employment.
	 
	 	 	Employee acknowledges and agrees that his duties with Employer are of
an executive nature and that he is a member of Employer’s management
group. Employee agrees that the remedy at law for any breach by him
of any of the covenants and agreements set forth in this Section 3
will be inadequate and that in the event of any such breach, Employer
may, in addition to the other remedies which may be available to it at
law, obtain injunctive relief prohibiting Employee (together with all
those persons associated with him) from the breach of such covenants
and agreements.
	 
	3.5	 	Consideration.
	 
	 	 	Each of the covenants of this Section 3 are given by Employee as part
of the consideration for this Agreement and as an inducement to
Employer to enter into this Agreement and accept the obligations
hereunder.
	 
	3.6	 	Application to Subsidiaries
	 
	 	 	For purposes of this Section 3 and of Section 2 hereof, the term
“Employer” shall include Employer and any and all of Employer’s
subsidiaries or ventures, or any affiliates’ of Employer (as such term
is defined under the Securities Act of 1933), whether currently
existing or hereafter formed.
	 
	3.7	 	Assignment of Intellectual Property Rights.
	 
	 	 	Employee agrees that all ideas, concepts, processes, discoveries,
devices, machines, tools, materials, designs, improvements,
inventions, computer software and other things of value (hereinafter
collectively referred to as “intangible rights”), whether patentable
or not, which are conceived, made, invented or suggested either by him
alone or in collaboration with others while employed by Employer and
whether or not during regular working hours, shall be promptly
disclosed in writing to Employer and shall be the sole and exclusive
property of Employer. Employee hereby assigns all of his right, title
and interest in and to all such intangible rights and to any trade secrets developed by
Employee from and after the Hire Date to Employer and its successors or assigns. Employee
further agrees to execute, from time to time upon the request of Employer, such
documentation as may be required by Employer to confirm Employee’s intent to so assign and
transfer such rights and property, including such rights and property which may not
presently exist but which may exist at a later date.
	 
	 	 	In the event that any of said intangible rights shall be deemed by Employer to be patentable
or otherwise registerable under any Federal, state or foreign law, Employee further agrees
that at the expense of Employer, he will execute all documents and do all things necessary,
advisable or proper to obtain patents therefor or registration thereof, and to vest in
Employer full title thereto.






Employment Agreement

Keith A. Klopfenstein




5











 





	 	 	Employee hereby assigns to Employer all of his right, title and interest in and to the Work
Product, as defined below, and all associated intellectual property rights, anywhere in the
world, together with all rights to sue for infringement of any such intellectual property
rights. “Work Product” shall mean all ideas, concepts, processes, discoveries, devices,
machines, data, tools, materials, designs, improvements, inventions, software, technical
information, documentation and other such work product, whether patentable or not, which are
conceived, made, invented or suggested either by him alone or in collaboration with others
while employed by Employer and relating to the “Business” (as defined above) and whether or
not during regular working hours. Employee agrees that he shall promptly disclose all Work
Product to Employer in writing. Employee further agrees to execute, from time to time upon
the request of Employer, such documentation as may be required by Employer to confirm
Employee’s assignment of the foregoing, including, without limitation, such Work Product,
intellectual property rights or other rights, which may not presently exist but which may
exist at a later date. Employee waives and/or disclaims all intellectual property rights to
the Work Product that are not assignable, including without limitation, all “droit” or moral
rights.






	 	 	In the event that any of said Work Product shall be deemed by Employer to be patentable or
otherwise registerable under any Federal, state or foreign law, Employee further agrees that
at the expense of Employer, he will execute all documents and do all things necessary,
advisable or proper to obtain patents therefor or registration thereof, and to vest in
Employer full title thereto.






	3.8	 	Relief





        Employee and Employer recognize and agree that money damages would not be a sufficient remedy
for breach of Section 3 of this Agreement by Employee, and the Employer or its affiliates shall be
entitled to obtain specific performance and injunctive relief as remedies for breach or threatened
breach of any portion of the Section 3. Such remedies shall not be deemed the exclusive remedies
for a breach of this Section 3 but shall be in addition to all remedies available at law or in
equity, including the recovery of damages from Employee and his agents. Employee and Employer
further agree that Employer may bring any claim for relief referenced in this
Section 3.8 or otherwise arising out of Employee’s breach or alleged breach of his obligations
under this Section 3 in state or federal court of law in Harris County, Texas.




	4.	 	Base Salary and Benefits.






	 	4.1.	 	Base Salary.
	 
	 	 	 	During the Term of Employment, Employer shall pay
Employee a base salary at the annualized rate of
One Hundred Sixty-Seven Thousand Seven Hundred
Sixty-Four Dollars ($167,764) (the “Base Salary”)
payable in equal installments at least as
frequently as semi-monthly and subject to payroll
deductions as may be necessary or customary in
respect of Employer’s salaried employees in
general. Such Base Salary shall be subject to
adjustment under the Employer’s periodic
compensation review procedure which shall take into
account such factors as job responsibilities,
performance and cost of living





Employment Agreement

Keith A. Klopfenstein




6











 












	 	considerations.	 	In
no event shall such Base Salary be adjusted to less
than initial amount set forth above.






	 	4.2.	 	Vacations.
	 
	 	 	 	During the Term of Employment, Employee shall be
entitled to vacation of the greater of three (3)
weeks per year or the amount of time provided under
the vacation policy applicable to employees of
Employer generally, as amended from time to time.
	 
	 	4.3	 	 Annual Bonus.
	 
	 	 	 	For each fiscal year of the Employer during the
Term of Employment, Employee will be eligible for
an annual bonus to be awarded, if at all, based on
the achievement of annual incentive performance
targets established annually by the Board or a
committee thereof within ninety (90) days of the
beginning of each fiscal year. To be entitled to
receive a bonus, the Employee must be employed by
the Employer at the time the annual bonus is paid.
The annual bonus payable to Employee for each
fiscal year during the Term of Employment shall be
determined as follows: (i) no annual bonus if the
performance threshold is not met; (ii) 60% of
Employee’s base salary for achievement of the
performance threshold; (iii) 80% of Employee’s base
salary for achievement of the performance target;
and (iv) 100% of Employee’s base salary for
achievement of the maximum target. The Compensation
Committee of the Board will determine whether the
performance goals have been met for a fiscal year
and the amount of any annual bonus for such fiscal
year.
	 
	 	4.4	 	Long Term Incentive Awards
	 
	 	 	 	Employee shall be eligible for a long-term incentive award in accordance with the
terms and conditions of the Employer’s 2002 Stock Incentive Plan. Employee’s
long-term incentive award shall be based on such incentive performance target(s) as
may be established from time to time by the Board or a committee thereof, in its
sole discretion. The maximum long-term incentive award payable, if any, to Employee
during the Term of Employment shall be 100% of his target award, if the performance
goals for such award are met in full or exceeded. The long term incentive award
payable, if any, to Employee, shall be paid in any combination of stock options,
restricted stock or other equity-based awards as the Compensation Committee may
determine. The value of stock options, restricted stock or other equity-based awards
shall be determined by the Board or a committee thereof.
	 
	 	4.4	 	Medical Insurance and Other Benefits 
	 
	 	 	 	During the Term of Employment, Employee shall be entitled to participate in such
benefit programs, including medical, hospital, and life insurance, as are made
available to employees of Employer generally, subject to the terms and conditions of
those plans and as amended from 





Employment Agreement

Keith A. Klopfenstein




7











 






	 	 	 	time to time. Employee acknowledges that he shall
have no vested rights under or in respect of his participation in any such program
except as expressly provided under the terms thereof.






	5.	 	Expenses.
	 
	 	 	In accordance with its policy as in effect from time to time, Employer will pay or reimburse
Employee for such reasonable travel, entertainment, use of a cellular phone or other
expenses as he may reasonably incur during the Term of Employment, but only to the extent
that Employee shall furnish Employer with evidence that such expenses were incurred in the
course of his duties hereunder as Employer may from time to time reasonably require or
request in accordance with its policies. In no event shall such reimbursement occur later
than the close of Employee’s taxable year in which the expense is incurred by Employee. The
amount of expenses eligible for reimbursement during Employee’s taxable year shall not
affect the expenses eligible for reimbursement to any other taxable year and Employee’s
right to reimbursement is not subject to liquidation or exchange for another benefit.
	 
	6.	 	Death or Total Disability of Employee. 
	 
	 	 	If Employee dies or becomes totally disabled during the Term of
Employment, the Term of Employment shall automatically terminate and
Employer’s obligation to compensate Employee under this Agreement
shall in all respects cease, except that Employer shall pay Employee
(or his estate, if applicable), within thirty (30) days of such death
or disability (or sooner if required by law), an amount equal to any
Base Salary earned but unpaid as of the time of such
death or disability (the “Accrued Compensation”) and Employee shall be entitled to such
other benefits provided for under Section 4 subject to the terms of such Employer plans or
programs (“Accrued Benefits”). For purposes of this Section, Employee shall be deemed
“totally disabled” as of the time the CEO or his/her designee shall find, on the basis of
medical evidence satisfactory to the CEO or his/her designee, that, as a result of a mental
or physical condition, Employee is unable to perform his essential duties of employment
hereunder or is prevented from engaging in the same level of performance as he engaged in
prior to the onset of such condition, giving effect to any reasonable accommodations which
can be made by Employer, and that such disability is likely to continue for a substantial
period of time.
	 
	7.	 	Termination for Cause.
	 
	 	 	Employee’s employment may be terminated by Employer for “Cause,” as
described below. Upon such termination, Employer’s obligation to
compensate Employee shall in all respects cease, except that Employer
shall pay Employee, within thirty (30) days of such termination (or
sooner if required by law), any Accrued Compensation as of the time of
such termination and Employee shall be entitled to any Accrued
Benefits as of the time of such termination when and if provided to be
paid by the applicable program or plan. The term “Cause” includes,
but is not limited to, any one or more of the following occurrences:





 Employment Agreement

Keith A. Klopfenstein




8











 






	 	(a)	 	Employee’s material breach of any of the covenants contained in Section 3 of
this Agreement;
	 
	 	(b)	 	Employee’s conviction of, or any plea other than not guilty to, a felony or
misdemeanor crime that involves moral turpitude, illegal drug possession or usage,
fraud, theft or violence;
	 
	 	(c)	 	Employee’s commission of an act of fraud with respect to the business and
affairs of Employer, its subsidiaries, venturers or affiliates, or their customers,
whether prior or subsequent to the date hereof;
	 
	 	(d)	 	Employee’s failure or refusal to perform his duties as required by this
Agreement after reasonable notice has been provided to the Employee demanding
compliance;
	 
	 	(e)	 	Employee’s gross negligence, theft of Employer’s or its subsidiary’s or
affiliate’s property, or Employee’s theft of property of Employer’s customers,
employees, vendors or suppliers; or
	 
	 	(f)	 	Violation of any material policy promulgated by Employer or its subsidiary or
affiliate and applicable to Employee, as in effect at that time.






	 	 	In addition to the foregoing, resignation of Employee’s employment by Employee for any
reason, shall be treated the same as a termination for Cause
and shall be effective as of the effective date of such resignation, but acceptance of such
resignation by Employer shall not be deemed a waiver of any right of Employer under this
Agreement.






	8.	 	Other Termination by Employer.
	 
	(a)	 	Employer may terminate Employee’s employment at any time for any reason or for no reason at
all, and Employer’s obligation to compensate Employee under this Agreement shall in all
respects cease upon such termination. Notwithstanding the foregoing, if Employer terminates
Employee’s employment for a reason other than Cause, total disability or death, as described
in Sections 6 and 7 above, then:






	 	(i)	 	Employer shall pay Employee, within thirty (30) days of such termination (or
sooner if required by law), any Accrued Compensation as of the time of such
termination;
	 
	 	(ii)	 	Employee shall be entitled to any Accrued Benefits as of the time of such
termination and such Accrued Benefits shall be provided pursuant to terms of the
applicable program or plan. In addition, Employee shall be entitled to reimbursement
of the payment of premiums required to continue Employee’s group health care coverage
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) until
the earlier of (a) the date his COBRA continuation coverage ceases or (b) for twelve
(12) months after the date of his termination of employment;





Employment Agreement

Keith A. Klopfenstein




9











 












	 	(iii)	 	Subject to Employee’s execution (and non-revocation) of a release provided by
Employer and substantially in the form of the release attached as Exhibit B (the
“Release”), Employer shall pay to Employee a severance benefit consisting of a single,
lump sum cash payment equal to one (1) year of Employee’s Base Salary as in effect at
the time of Employee’s termination of employment. If applicable, and subject to
Section 10.13 below, payment to Employee of this severance benefit shall be made within
sixty (60) days of the date of Employee’s termination of employment with Employer.






	 	(iv)	 	The unvested portion of all stock options or restricted stock of Employer held
by Employee shall immediately vest and become exercisable, or payable, as the case may
be, except that any shares of restricted stock, the vesting of which are subject to the
achievement of performance criteria, shall vest only to the extent such award becomes
“earned” based on the achievement of the applicable performance criteria, with vesting
on the date the achievement of the criteria is determined by the Board, but not later
than March 15th following the end of the applicable year; and
	 
	 	(v)	 	Employee’s contingent performance bonus under the Employer’s annual cash bonus
plan for the fiscal year in which Employee’s date of
termination occurs shall be determined at the end of the fiscal year in accordance
with the terms of the bonus plan and performance criteria for such contingent bonus
award, and to the extent such bonus is earned bonus on the achievement of the
performance criteria, the amount (days in the year lapsed as of Employee’s
termination over 365) of such “earned” bonus shall be paid to Employee in a lump sum
on the normal payment date for such annual bonuses under the plan, but not later
than the March 15th following the end of the fiscal year of termination
of employment.
	 
	 	(vi)	 	Employee shall not have a termination of employment for purposes of this
Agreement unless such termination constitutes a “separation from service” for purposes
of Section 409A of the Code and the applicable Treasury Regulations thereunder;






	(b)	 	Except as may be required by law, Employee shall not be entitled to any other compensation or
benefits whatsoever if Employee’s employment is terminated pursuant to this Section 8.
	 
	(c)	 	Notwithstanding the foregoing, it is agreed that Employer’s obligation to make the payments
contemplated in this Section 8 (a)(iii) is subject to Employee’s compliance with the
provisions of Section 3 of this Agreement, subject to any requirements to the contrary of any
applicable law.






	9.	 	Survival.
	 
	 	 	Any termination of Employee’s employment and any expiration of the
Term of Employment under this Agreement shall not affect the
continuing operation and effect of Section 3 or Section 8(a)(iii),
both of which shall survive and continue in full force and effect with
respect to each of the parties and their respective






Employment Agreement

Keith A. Klopfenstein




10











 











	 	 	heirs, executors,
personal representatives, successors or permitted assigns. Nothing in
this Section 9 shall be deemed to operate or shall operate as a
release, settlement or discharge of any liability owing or owed by
Employee to Employer or others from any act or omission by Employee,
including any act or omission enumerated in Section 7 hereof.






	10.	 	 Miscellaneous.






	 	10.1.	 	 Severability.
	 
	 	 	 	If any of the provisions of this Agreement
shall otherwise contravene or be invalid
under the laws of any state or other
jurisdiction where it is applicable but for
such contravention or invalidity, such
contravention or invalidity shall not
invalidate all of the provisions of this
Agreement, but rather this Agreement shall
be reformed and construed, insofar as the
laws of that state or jurisdiction are
concerned, as not containing the provision
or provisions, but only to the extent that
they are contravening
or are invalid under the laws of that state or jurisdiction, and the rights and
obligations created hereby shall be reformed and construed and enforced accordingly.
	 
	 	10.2	 	 Modification and Waiver of Breach.
	 
	 	 	 	No waiver or modification of this Agreement shall be
binding unless it is in writing signed by the
parties hereto. No waiver of a breach hereof shall
be deemed to constitute a waiver of a future breach,
whether of a similar or dissimilar nature.
	 
	 	10.3.	 	 Assignment
	 
	 	 	 	The rights and obligations of Employer under this
Agreement may, without the consent of Employee, be
assigned by Employer, in its sole discretion, to any
individual or entity, including but not limited to
any subsidiary, venture, affiliate or successor of
Employer.
	 
	 	10.4.	 	Notices.
	 
	 	 	 	Except as otherwise required by law, any notice,
consent, request, instruction, approval and other
communication provided for herein (other than
routine correspondence in the ordinary course of
business) shall be in writing and shall be deemed
validly given, made or served:






	 	(a)	 	on the date on which it is delivered personally with receipt
acknowledged,
	 
	 	(b)	 	five (5) business days after it shall have been sent by
registered or certified mail (receipt requested and postage prepaid), or
	 
	 	(c)	 	one (1) business day after it is sent by overnight courier
(charges prepaid; confirmation of receipt documented), or





Employment Agreement

Keith A. Klopfenstein




11









 






	 	(d)	 	on the same business day when sent before 5:00 p.m.,
recipient’s time, and on the next business day when sent after 5:00 p.m.,
recipient’s time, by telephone facsimile transmission, provided that the sender
receives electronic confirmation that the document has been received by the
recipient’s facsimile transmission equipment.






	 	 	Notices to Employer shall be addressed as follows:






	 	 	 	T-3 Energy Services, Inc.

7135 Ardmore

Houston, Texas 77054

Attention: General Counsel

Phone: 713-996-4136

Fax: 713-996-4123






	 	 	Notices to Employee shall be addressed as follows:






	 	 	 	To the current residential address or fax number of Employee, as indicated
in the Human Resources Department files kept by Employer or its designee.






	 	 	Either party shall be entitled to provide any other address for notices to be
received under this Agreement.






	10.5.	 	Counterparts.
	 
	 	 	This Agreement may be executed in several counterparts and all such executed
counterparts shall constitute a single agreement, binding on all parties and their
successors and permitted assigns, notwithstanding that not all parties may be
signatories to the original or to the same counterpart. Each counterpart signature
page so executed may be attached to another counterpart of this Agreement and such
counterparts, when so attached, shall constitute a single agreement. Delivery of an
executed counterpart of a signature page of this Agreement by telephonic facsimile
transmission shall be as effective as delivery of a manually executed original
counterpart of this Agreement.
	 
	10.6.	 	Construction of Agreement.
	 
	 	 	This Agreement shall be construed in accordance with, and governed by, the laws of
the State of Texas without regard to any principles of conflicts of law which would
require the application of the law of another jurisdiction. With respect to any
claim or dispute related to or arising under this Agreement that may be resolved in
a court of law, the parties hereto hereby consent to the exclusive jurisdiction,
forum and venue of the state and federal courts located in Harris County, Texas.
	 
	10.7.	 	 Merger; Complete Agreement.





Employment Agreement

Keith A. Klopfenstein




12









 






	 	 	This Agreement contains the entire agreement between the parties
with respect to the subject matter of this Agreement and supersedes
all previous oral and written and all contemporaneous oral
negotiations or commitments and other understandings with regard to
the subject matter of this Agreement.






	10.8.	 	 Non-Transferability of Employee’s Interest.
	 
	 	 	None of the rights of Employee to receive any form of compensation payable pursuant
to this Agreement shall be assignable or otherwise transferable except through a
testamentary disposition or by the laws of descent and distribution upon the death
of Employee. Any other attempted assignment, transfer, conveyance, or other
disposition of any
interest in the rights of Employee to receive any form of compensation to be made by
Employer pursuant to this Agreement shall be void.
	 
	10.9.	 	Legal Fees.
	 
	 	 	If any legal action, arbitration or other proceeding is brought for
the enforcement of this Agreement, or because of any alleged
dispute, breach, default or misrepresentation in connection with
this Agreement, the successful or prevailing party shall be entitled
to recover such reasonable attorneys’ fees and other costs it
incurred in that action or proceeding, in addition to any other
relief to which it may be entitled.
	 
	10.10.	 	Arbitration
	 
	 	 	Any controversy, dispute, or claim arising out of, in connection
with, or in relation to, the interpretation, performance or breach
of this Agreement, including, without limitation, the validity,
scope, and enforceability of this section, may at the election of
Employer or Employee be solely and finally settled by arbitration
conducted in Houston, Texas, by and in accordance with the existing
rules for employment arbitration of the American Arbitration
Association (“AAA”), or any successor organization. Judgment upon
any award rendered by the arbitrator may be entered by the State or
Federal Court having jurisdiction thereof. Any of the parties may
demand arbitration by written notice to the other and to the AAA
(“Demand for Arbitration”). Any Demand for Arbitration pursuant to
this section shall be made within 180 days from the date that the
dispute upon which the demand is based arose. The parties intend
that this agreement to arbitrate be valid, enforceable and
irrevocable. Notwithstanding the foregoing, the parties recognize
that any dispute arising out of Employee’s breach, anticipated
breach or alleged breach of any provision of Section 3 of this
Agreement shall, at either party’s election, be resolved in a court
of law, provided that such election is made prior to or within ten
(10) days after the other party has initiated arbitration procedures
to resolve such dispute.
	 
	10.11	 	Tax Withholding.





Employment Agreement

Keith A. Klopfenstein




13









 






	 	 	Employer shall be entitled to withhold from any payments owed to
Employee under this Agreement or otherwise all taxes and
withholdings required to be withheld by applicable law.






	10.12	 	409A Delay in Payments. Notwithstanding anything herein to the
contrary, if on the date of his separation from service Employee is a “specified
employee,” as defined in Section 409A of the Internal Revenue Code (the “Code”), then
all or a portion of any severance payments, benefits, or reimbursements under this
Agreement that would be subject to the additional tax provided by Section 409A(a)(1)(B)
of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be
delayed until the first day of the seventh month following his separation from
service date (or, if earlier, Employee’s date of death) and shall be paid as a lump
sum (without interest) on such date. For purposes of this Agreement, a termination
of Employee’s employment must be a “separation from service” for purposes of Section
409A of the Code.





[Signature Page Follows]



Employment Agreement

Keith A. Klopfenstein





14









 




The parties have executed this Agreement to be effective as of the Effective Date with the intent
to be legally bound by this Agreement.




	 	 	 	 	 
	EMPLOYER

	 	EMPLOYEE	 	 
	 
	 	 	 	 
	T-3 Energy Services, Inc.

	 	Keith A. Klopfenstein	 	 
	 
	 	 	 	 
	By: /s/ Gus D. Halas
 


	 	By: /s/ Keith A. Klopfenstein
 

	 	 
	 
	 	 	 	 
	Name: Gus D. Halas

	 	Name: Keith A. Klopfenstein	 	 
	 
	 	 	 	 
	Title: President and CEO
	 	 	 	 





Employment Agreement

Keith A. Klopfenstein





15









 





SCHEDULE 1.




PARISHES IN LOUISIANA WHERE EMPLOYER

CONDUCTS ITS BUSINESS




Acadia Parish

Allen Parish

Ascension Parish

Assumption Parish

Ayoyelles Parish

Bearegard Parish

Bienville Parish

Bossier Parish

Caddo Parish

Calcasieu Parish

Caldwell Parish

Cameron Parish

Catahoula Parish

Claiborne Parish

Concordia Parish

Desoto Parish

East Baton Rouge Parish

East Carroll Parish

East Feliciana Parish

Evangeline Parish

Franklin Parish

Grant Parish

Iberia Parish

Iberville Parish

Jackson Parish

Jefferson Parish

Jeff Davis Parish

Lafayette Parish

Lafourche Parish

Lasalle Parish

Lincoln Parish

Livingston Parish

Madison Parish

Morehouse Parish

Natchitoches Parish

Orleans Parish

Ouachita Parish

Plaquemines Parish

Pointe Coupee Parish

Rapides Parish

Red River Parish

Richland Parish

Sabine Parish

St. Bernard Parish

St. Charles Parish




 









 





St. Helen Parish




SCHEDULE 1.




PARISHES IN LOUISIANA WHERE EMPLOYER

CONDUCTS ITS BUSINESS




St. James Parish

St. John the Baptist Parish

St. Landry Parish

St. Martin Parish

St. Mary Parish

St. Tammany Parish

Tangipahoa Parish

Tensas Parish

Terrebonne Parish

Union Parish

Vermilion Parish

Vernon Parish

Washington Parish

Webster Parish

West Baton Rouge Parish

West Carroll Parish

West Feliciana Parish

Winn Parish